Limitation of Liability Agreement
Please read the following agreement carefully.
END-USER LICENSE AGREEMENT FOR VENTI ON-DEMAND PC SUPPORT SERVICE IMPORTANT Ė READ CAREFULLY THIS END-USER LICENSE AGREEMENT (EULA) FORMS A LEGAL AGREEMENT BETWEEN YOU AND VENTI SOLUTIONS, LLC, A COLORADO LIMITED LIABILITY COMPANY (VENTI), FOR THE SOFTWARE PRODUCT IDENTIFIED BELOW AND ASSOCIATED MEDIA AND DOCUMENTATION AND ANY UPDATES, MODIFICATIONS, ENHANCEMENTS OR NEW VERSIONS THEREOF (COLLECTIVELY SOFTWARE). BY CLICKING "YES" OR DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE. Software Product: Client component of LANDeskģ Instant Support Suite Pro Authorization. By downloading, installing, accessing or using the Software, you represent that you are receiving outsourced IT services and remote PC support from a person who is authorized by Venti to use the Software. WARNING. By downloading or installing the Software, you will permit others to remotely access your server, workstation or PC. You are solely responsible and wholly liable for ensuring that the person accessing your server, workstation or PC has your authorization to do so. You are also solely responsible and wholly liable for the confidentiality and security of your data, software and hardware. You agree that Venti is not responsible or liable for situations where your data, software and hardware is accessed by third parties with or without your authorization or through improper, illegal or illicit means, including, without limitation, situations where data, software and hardware owned by you is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Venti at the time) which may exist in the Software or the equipment used to provide the Software hosting services. Scope of Use. Subject to this EULA, Venti hereby grants to you a limited, nontransferable and nonexclusive right to access and use one executable (no source code) copy of the Software for the sole purpose of receiving outsourced IT services and remote PC support from a third party. The Software will delete itself from your computer at the end of each remote support session. Restrictions. You WILL NOT: (a) copy, modify, rent, lease, sell, distribute, sublicense, translate, modify, reprogram or transfer the Software or any portion thereof, timeshare the Software, make the Software available to others on the Internet, any BBS or any on-line service, or allow others to copy, access or use the Software; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software, create derivative works based upon the Software, or remove any copyright or other proprietary notices from the Software; (c) use Ventís Software hosting services to post, publish, transmit, distribute, or upload any information that contains a virus, Trojan horse, worms, time bombs, or any other harmful software code or programming routine that is intended to disrupt or interfere with the ability of others to access the Software; (d) permit others to access or use the Software; or (e) use the Software or Ventís hosting services for improper, illegal or illicit means, including, without limitation, accessing data, software or hardware without express authorization. Ownership. You are granted a limited right to access and use the Software but do not own the Software and have not been granted a perpetual license to use the Software. All rights not expressly granted herein are reserved by Venti and/or third parties that have licensed rights to Venti. Title to and ownership of all proprietary rights, including copyrights, trademarks and trade secrets, in and to the Software, all copies thereof, and all modifications, enhancements and upgrades thereto, will at all times remain with Venti and/or third-parties that have licensed rights to Venti. The Software includes trade secrets and information that is confidential and proprietary to Venti or third parties and you agree to take all necessary actions to protect the confidentiality of such information. No Warranty/Limitation of Liability. To the maximum extent permitted by applicable law, THE SOFTWARE IS PROVIDED ďAS-ISĒ WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ALL WARRANTIES AS TO QUALITY OR MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPATIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. VENTIíS TOTAL LIABILITY IN THE AGGREGATE TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE WILL BE LIMITED TO US$100.00. IN NO EVENT WILL VENTI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF VENTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA ACCESSED, TRANSMITTED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SOFTWARE IS DONE AT THE YOUR OWN RISK AND THAT VENTI HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR AND YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT TRANSMITTED THROUGH USE OF THE SOFTWARE AND/OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE SOFTWARE. Critical Control Applications. Venti specifically disclaims liability for use of the Software in critical control applications (including, for example only, safety or health care control systems, nuclear energy control systems, security systems, or air or ground traffic control systems) by you, and such use is entirely at the userís risk. You agree to defend, indemnify, and hold Venti harmless from and against any and all claims arising out of use of the Software in such applications by or through you. Export Control. You may not export, ship, transmit, or re-export the Software in violation of any applicable law or regulation, including, without limitations, the Export Administration Regulations issued by the U.S. Department of Commerce. Notice to U.S. Government Users. The Software is a commercial item consisting of commercial computer software and commercial computer software documentation developed solely at private expense. Use, duplication, or disclosure by the federal government is in accordance with 48 CFR 12.212, DFAR 227.7202, and FAR 52.227-19, as applicable. To the maximum extent permitted by applicable Federal law, the Software is licensed to U.S. Government end-users with only those rights as granted to all other end-users pursuant to this EULA. Unpublished-rights reserved under the copyright laws of the United States. Termination. Your right to use the Software will automatically terminate if you fail to comply with this EULA. Your right to use the Software will also terminate at the end of each remote support session whereupon the Software should delete itself from your computer. Upon any termination of failure of the Software to self-delete at the end of a remote support session, you agree to remove the Software from your computers, destroy all copies of the Software, and, upon request from Venti, certify in writing your compliance herewith. General Provisions. If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any applicable statute or rule of law, the court will reform the contract to include an enforceable term as close to the intent of the original term as possible; all other terms will remain unchanged. The waiver or failure of either party to exercise in any respect any right provided for in this EULA will not be deemed a waiver of any further or future right under this EULA. This EULA will inure to the benefit of, and are freely assignable to, Venti's successors and assignees of rights in the Software. This EULA is governed by and construed in accordance with the laws of State of Colorado, without regard to its conflict of law provisions, and the United States, including trademark, patent and copyright laws, without reference to the United Nations Convention on Contracts for the International Sales of Goods. The exclusive venue for all cases arising out of or related to this EULA will be the federal and state courts in the State of Colorado. Entire Agreement. This EULA constitutes the entire agreement between you and Venti relating to the Software, and any additions to, or modifications of, the EULA will be binding upon Venti only if in writing and signed by a duly authorized officer of Venti. You acknowledge that the IT person or company with whom you are working is not Venti's agent and is not authorized to alter, amend or modify this EULA or to otherwise grant any license or other rights relating in any way to the Software.