We grant you a limited, revocable, non-exclusive, royalty-free license to access the Portal and use our software, firmware and intellectual property embodied in our Portal solely for your own internal business purposes and solely in connection in your relationship with Vcheck Global, on the condition and so long as you comply with all terms and conditions of this EULA. Except as otherwise provided herein, such licenses are non-assignable, non-transferable and non-sublicensable. You may not extract, copy or use our Portal or Services in connection with any other service. If you are required to make any programming changes in your internal hardware and software systems to enable you to access, use and/or cease use of the Portal, or any modifications or upgrades thereof, such changes shall be at your sole cost and expense and at your own risk. Your failure to make such changes or upgrades as required by Vcheck Global may result in you being unable to use or continue using the Portal. Vcheck Global may modify, upgrade, and terminate the use of the Portal at any time for any reason.
The Portal and our Services are protected by copyright and other intellectual property rights. Our Services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale of any service to you hereunder, except for the rights expressly granted to you under this EULA, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Portal and the services and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by Vcheck Global and our licensors.
In no event shall the Portal or the services be used in such a way that in Vcheck Global’s judgment, in its sole discretion, would damage Vcheck Global’s goodwill. If Vcheck Global, in its sole judgment, believes that any of your uses of the Portal or the services or the Vcheck Global intellectual property violates this provision, Vcheck Global reserves the right to terminate this EULA and/or your access to the Portal.
You may obtain access to the Portal and the Services by being issued an Account (see below) or by being provided with a link to access the Portal. You may not access the Portal using another’s credentials and may not use any other unauthorized method to obtain access.
To access and use the Portal and the services, we may require you to register for an account or an account may be created for you (“Account”). You agree to provide accurate, current, and complete information during the registration process, and to update such information to keep it accurate, current, and complete. If you have an Account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your registration, username, password, and/or Account. We therefore urge you not to share your Account credentials with anyone. We may, in our sole discretion, terminate your password, Account (or any part thereof) or use of the Portal or the Services at any time and for any or no reason. Vcheck Global will not be liable to you or any third party for any termination of your access to the Services. If your status as a user of the Services is terminated, you will (i) stop using the Portal and the Services and any information obtained from the Portal or the Services, and (ii) destroy all copies of your Account information, password and any information obtained from the Services.
Access to the Portal may also be provided through a one-time link that may require additional authentication. Any Account holder that provides access to the Portal to another user with a one-time link represents that the recipient is authorized to receive such information, and the Account holder shall remain responsible for all activity taken by the recipient of the link.
Account holders shall remain responsible for updating contact information and/or adding and removing additional users or recipients of links. If access should be denied to any individual for whom you have created an account or provided access to the portal (e.g., in the event of an employee termination), please email us at [email protected] to update, add or delete user information.
Vcheck Global reserves the right to refuse access, cancel service orders, terminate accounts, or remove or edit content on the Portal, in its sole discretion. If you use the Vcheck Portal or our Services, you agree, represent and warrant that you will provide us with true, current, complete and accurate information in connection with your use of the Portal. You also represent that you are using your account for a lawful purpose – you may not use your account or the Services for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability. You also agree to notify us immediately of any unauthorized access to or use of your account.
You agree not to access the Portal by any means other than through a commercially available web browser. You are not permitted to upload material into the Services that you should know or do know infringes on the intellectual property rights of others, and you may not upload material that places unnecessary load so as to affect the performance of the Portal or the Services, or Vcheck Global’s systems and equipment. You may not use the Portal in a manner that could block access to, impair, damage or otherwise disable Vcheck Global or any of our servers. You may not attempt to gain unauthorized access to the Services or to any other user’s accounts, computer systems, or networks through password mining, keystroke logging, hacking, or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files, or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable federal, state, and international laws.
Please note that the transmission of confidential, sensitive, privileged and/or financial information via email is not secure. Any confidential or personal information requested by Vcheck Global in connection with your use of the Portal should be submitted securely, via a file transfer protocol (FTP) or similar secure application or a secure upload provided via the Portal. You remain fully responsible for the materials, submissions or uploads that you provide to us, and represent that you have consent or a permissible legal purpose for uploading information to the Portal, including, but not limited to, any information, requests, authorization forms, prior reports, or other material submitted, posted, uploaded, sent or otherwise transmitted to us via email or via the Portal (“Uploaded Materials”). Accordingly, if you submit any Uploaded Materials to Vcheck Global (via the Portal or otherwise), you agree that you have legal authorization to upload the Uploaded Materials and hereby grant Vcheck Global a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferrable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, display, license and sublicense (through multiple levels) the Uploaded Materials in any work product created for you by Vcheck Global. In addition, you warrant that the Uploaded Materials are owned entirely by you and that you have all rights necessary (including rights of privacy and rights of publicity) to authorize Vcheck Global to use the Uploaded Materials as permitted by the license in this Section.
By using the Portal, you agree that we may communicate with you electronically regarding your use of the Portal or our Services and that any notices, agreements, disclosures or other communications that Vcheck Global sends to you electronically will satisfy any legal communication requirements including any requirement that the communications be in writing. To withdraw your consent from receiving electronic notices, please notify us at [email protected].
You are solely responsible for your failure to keep all user identifications and passwords (your “Login Credentials”) secure. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorized use, you will promptly notify us at [email protected]. We will be entitled to treat all communications, instructions and transactions as authorized by you if your Login Credentials are used unless you have notified us of compromise or unauthorized use of your Login Credentials. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on your account, we reserve the right to terminate or suspend your access to our website or any applicable services or both and will use reasonable efforts to contact you.
The Portal and our services may contain technological measures (including the ability to disable or restrict the Services’ functions) designed to prevent the illegal usage of our software or other violations of this EULA or applicable law. You agree not to circumvent or attempt to circumvent such measures.
We shall continuously improve our Portal and our services and may, from time to time, cause software updates to be automatically installed with or without prior notification to you or provide access to updates through our website. You hereby consent to such automatic installations and agree to use only the updated version once it has been installed.
You shall comply with all applicable laws, including but not limited to the privacy and data security laws of the United States and the European Economic Area, and your respective jurisdiction.
We will implement and maintain reasonable technical and organizational security and data storage policies and measures consistent with industry standards for facilities within our control and make these measures and policies available to you on request. You acknowledge and agree that data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using our Services. You shall not provide third parties with access to any software and non-public information in and regarding the Services and any other confidential information that we provide without our prior written consent, except to your own employees, subject to adequate confidentiality agreements.
You acknowledge that Vcheck Global compiles, stores and uses aggregated and/or anonymized data and system usage information to monitor and improve the Services and for the creation and sale of new Services or derivatives. This aggregated or anonymized data is no longer associated with an identifiable individual or device and, as such, is not Personal Information. Accordingly, Vcheck Global may use such aggregated or anonymized data for any purpose. Vcheck Global will not attempt to disaggregate the data or re-associate it with a device without your consent or unless legally compelled to do so or unless required for safety or troubleshooting purposes.
You understand and agree that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that you provide or which is made available to us (whether directly or through a reseller including in the course of utilizing support, maintenance or other services) may be used by us to modify, enhance, maintain and improve our Services and shall become our exclusive property without any obligation or payment to you or to any of your customers whatsoever.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (A) ANY OF THE SERVICES OR THE SERVICESWILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (B) THE SERVICES OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (C) THE SERVICES OR SERVICES WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR CURRENT; (D) ANY ERRORS IN THE SERVICES OR SERVICES CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. MOREOVER, WITHOUT LIMITING THE GENERALITY OF SECTION 13 (CONDITIONS AND EXCLUSIONS) WE DO NOT ENDORSE, AND MAKE NO REPRESENTATION, OR WARRANTY WITH RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON-VCHECK GLOBAL SERVICES, SOFTWARE, DATA, SERVICES, OR SERVICES.
(a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against you or your affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Services which we have supplied to you directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of your affiliates) and indemnify you against damages awarded against you by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that you: (i) notify us promptly and within no more than 10 days after your receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse you for any compromise or settlement made by you without our prior written consent, or for any legal fees or expenses incurred by you in connection with such claim.
(b) Should any of our Services or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to you, the right to continue to use such Services which are the subject of the Infringement Claim; (ii) replace or modify the Services or infringing part thereof with non-infringing equivalents, at no cost to you; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or services, if any; and/or (B) in the case of our devices, require you to return such devices and refund or issue a credit for the purchase price paid by you to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase.
(c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such software; (ii) the use of any Services in breach of this Agreement; (iii) non-Vcheck Global Services, software, data or services, (iv) the use, association or combination of any of our Services with, or the incorporation or integration into our Services of, any non-Vcheck Global product, software, service, data, information or other material (including your own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Services; (v) the use or operation of any of our Services, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Services made by anyone other than us or our agents; (vii) changes we make to Services to comply with your instructions or specifications; (viii) any use of data in accordance with this Agreement that is collected through the operation of or generated by our Services; or (ix) any reselling or distribution of our Services. This Section states our entire liability and your sole and exclusive remedies with respect to any Infringement Claim.
UNLESS PROHIBITED BY APPLICABLE LAW, YOU SHALL INDEMNIFY AND HOLD HARMLESS VCHECK GLOBAL, ITS AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, DISTRIBUTORS, SUB-DISTRIBUTORS, CONTRACTORS, SUCCESSORS OR ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS AND FEES) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION BY A THIRD PARTY ARISING OUT OF OR INCIDENT TO: (A) YOUR ACTIONS OR FAILURE TO ACT UNDER OR RELATED TO THIS AGREEMENT OR THE TERMS; (B) YOUR PROVISION OF ACCESS TO THE PORTAL TO A PERSON OR ENTITY; OR (C) YOUR BREACH OF ANY THIRD PARTY TERMS INCORPORATED HEREIN BY REFERENCE.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE SERVICES EXCEED THE AMOUNT YOU HAVE PAID FOR THE SERVICES OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, LOSS OF DATA, BUSINESS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT WILL APPLY IRRESPECTIVE OF THE NATURE OR FORM OF THE CLAIM, CAUSE OF ACTION, DEMAND, OR ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.
We reserve the right to terminate this EULA in whole or in part with or without notice if: (a) you materially breach or otherwise materially fail to comply with any provision of this EULA; (b) we determine that any registration information you submit or any update thereof is not true, accurate, complete or current; (c) you become insolvent or bankrupt; (d) you reorganize your business, make an assignment under or otherwise take advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (e) any steps are taken to wind up or otherwise terminate your existence as a legal entity; or (f) you cease operating your business. You may terminate the grant of rights to use the software or the provision of services by ceasing use of same. Upon any termination of this EULA: (i) any and all rights granted to you under this EULA shall immediately cease; (ii) you shall destroy, to the extent practicable, all copies of the software in your possession or control; (iii) if so requested by us, you shall certify in writing that all such copies of the software in your possession or control have been destroyed; and (iv) you shall cease all usage of the services. We have no obligation to safeguard or transmit to you any data that you may have stored through the use of the services. It is your sole responsibility to retrieve any such data.
This EULA and any rights granted to you under this EULA may not be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void, except that you may assign this EULA in its entirety to a purchaser of all or substantially all of your assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written notice to us. Subject to the foregoing, this EULA will inure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. This EULA may be assigned or novated by us in our sole discretion by way of written notice to you.
This EULA shall be governed by and construed in accordance with the laws of the United States and the State of New York, excluding its conflict of laws principles. By using the Portal, you waive any claims that may arise under the laws of other countries or territories.
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis and neither you nor Vcheck Global will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in an arbitration proceeding, regardless of any statute or law to the contrary. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred. If any other provision of this section is found to be illegal or unenforceable, that provision will be severed, with the remainder of this section remaining in full force and effect.
You agree that Vcheck Global is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms pending a final arbitral decision, and you and Vcheck Global understand that you are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Any disputes that are not handled by arbitration shall be filed only in the state and federal courts located in New York County, New York, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.
This EULA, along with the Terms and all documents referenced therein, constitutes the entire and exclusive agreement between you and us with respect to the subject matter of this EULA and cancels and supersedes any prior and contemporaneous understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us, oral or written other than as expressly set forth in this EULA and any terms expressly incorporated herein by reference. The headings in this EULA are for convenience of reference only and do not affect the construction or interpretation of this EULA.
To the extent that any provision of this EULA is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and you and we will use our respective best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of this EULA shall continue in full force and effect with respect to all other provisions.
You agree that we may change the terms of this EULA from time to time by notifying you via our Portal, website, email or other means. You agree to accept, and you hereby accept, any changes to the terms of this EULA. No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.
If you have any questions about this Agreement, please contact us as follows:
Email Address: [email protected]
Telephone Number: 1 (888) 740-0747