In full and complete consideration, the Parties hereby agrees as follows:
a. Scope of License. Subject to and in consideration of Licensee’s compliance with the other terms and conditions of this Agreement, Veev hereby grants to the Licensee a royalty free, limited, personal, non-exclusive, non- transferable, revocable license to access and use the Offerings.
b. Restrictions to License Grant. Licensee agrees that it and its authorized users will not without express written permission of Veev: (a) reverse compile, disassemble, decompile or engineer, copy, modify or adapt the whole or any part of the Offerings or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Offerings or any software, documentation or data related to the Offerings (“Software”); (b) modify, translate, or create derivative works based on the Offerings or any Software; (c) make the Offerings available to, or use the Offerings for the benefit of, anyone other than Licensee and its authorized users; (d) assign, transfer, sell, resell, license, sublicense, distribute, rent, lease or otherwise exploit the Offerings; (e) perform or attempt to perform any actions that would interfere with the proper working of the Offerings, or prevent access to or use of the Offerings by Licensor or other licensees or customers; (f) upload or transmit to the Offerings any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Offerings; (g) access the Offerings for or upload to the Offerings anything unlawful, misleading, malicious or discriminatory; or (h) access or use the Offerings in order to build a competitive product or service. Although Licensor has no obligation to monitor Licensee’s use of the Offerings, Licensor may do so and may prohibit any use of the Offerings it believes may be (or alleged to be) in violation of the foregoing.
c. Ownership by Licensor. Except to the extent licenses are expressly granted hereunder, Licensor retains all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to its products and services.
d. Consent to Use of Data. You agree that Licensor may collect and use technical data and related information— including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Offerings. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
e. Termination. This Agreement is effective until terminated by you or Licensor. Licensor reserves the right to terminate this Agreement, including the licenses provided herein, if you fail to comply with any of its terms.
f. External Services. The Offerings may enable access to Licensor’s and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. You will not use the External Services in any
manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
g. No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE OFFERINGS IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OFFERINGS AND ANY SERVICES PERFORMED OR PROVIDED BY THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE OFFERINGS AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE OFFERINGS OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. THE ABOVE EXCLUSIONS ALSO DO NOT APPLY TO ANY SEPARATE EXPRESS WARRANTY PROVIDED BY VEEV.
h. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR, ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE OFFERINGS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
i. You may not use or otherwise export or re-export the Offerings except as authorized by United States law. In particular, but without limitation, the Offerings may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Offerings, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
j. ARBITRATION CLAUSE AND CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND VEEV (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH VEEV, INCLUDING WITHOUT LIMITATION
m. Assignment. Neither party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the consent of the other party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee will assume all rights and obligations under this Agreement. Any permitted assignment of this Agreement will be binding upon and enforceable by and against the parties’ successors and assigns, provided that any unauthorized assignment will be null and void and constitute a breach of this Agreement.
Attn: Legal Department
Veev Group, Inc.
777 Mariners Island Boulevard, Suite 150 San Mateo, CA 94404