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Terms
of Service
This
is a legal and binding agreement between
you, the Customer, and HiVelocity Ventures
Corp.. By using, installing or accessing
the HiVelocity Ventures Corp. website, the
Services and certain Products that are offered,
as our Customer you agree to all of the
terms and conditions of this agreement.
If you do not agree to these terms, the
Acceptable
Use Policy or any other Terms
and Conditions posted on the HiVelocity
Ventures Corp. web site, all services will
be discontinued, activation of the account
will cease and your account terminated.
END USER LICENSE AGREEMENT
LICENSE GRANT. Subject to the provisions
contained herein and payment of applicable
fees, HiVelocity Ventures Corp. hereby grants
to you a non-exclusive, nontransferable,
license to use its accompanying proprietary
software application products offered on
the
HiVelocity
Ventures Corp. web site ("Software",)
for your own use. Such Software is protected
by the HiVelocity Ventures Corp. laws of
the United States and international HiVelocity
Ventures Corp. treaties.
RESTRICTED USE. All rights not expressly
granted herein are retained by HiVelocity
Ventures Corp. and its licensors. Except
as stated above, this Agreement does not
grant the Customer any intellectual property
rights in the Software. Customer shall not
rent, lease, transfer or sublicense the
Software. Customer shall not under any circumstances
nor shall Customer permit a third party
to (i) decompile, disassemble, reverse engineer
or otherwise attempt to reconstruct or discover
the source code of the Software or
(ii)
prepare derivative of the Software or (iii)
remove any product identification,
HiVelocity
Ventures Corp., trademark or other notice
from the Software. Any such copy made by
you shall be subject to this Agreement and
shall contain all of HiVelocity Ventures
Corp.'s notices regarding HiVelocity Ventures
Corp.'s, trademarks and other proprietary
rights as contained in the Software originally
provided to you.
TITLE.
The Software's organization, structure,
sequence, logic, and source code are valuable
to the Company. Any and all title, ownership
rights, and intellectual property rights
in and to the Software and Documentation
shall remain at any and all times in HiVelocity
Ventures Corp. and/or its suppliers. Title,
ownership rights, and intellectual property
rights in and to the content accessed through
the Software is the property of the applicable
content owner and may be protected by applicable
HiVelocity
Ventures Corp. or other law. This License
does not give Customer any rights to such
content.
LIMITED WARRANTY. HiVelocity Ventures Corp.
warrants to the Customer, for a period of
ninety (90) days from the date of this agreement,
installation of Software, oruse of services,
whichever is earlier, that it will replace
any defective media on which the Software
is provided and that the Software, if not
modified and if properly installed and used,
will substantially conform to the material
specifications set forth in the documentation,
Such warranties are for the Customer's benefit
only and are not transferable. HiVelocity
Ventures Corp. does not warrant that the
Software will operate error free or uninterrupted
or will meet your requirements. Except for
the express warranties stated in this section,
the Software are licensed "as is"
and HiVelocity Ventures Corp. specifically
excludes and disclaims all warranties of
merchantability, fitness for a particular
purpose, statutory noninfringement of third
party intellectual property rights and any
warranty that may arise by reason of trade
usage, custom or course of dealing and Customer
hereby expressly waives any and all such
warranties.
THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS,
AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT
VARY FROM STATE TO STATE OR BY JURISDICTION.
LIMITATION
OF LIABILITY. UNDER NO CIRCUMSTANCES AND
UNDER NO LEGAL THEORY, TORT, CONTRACT, OR
OTHERWISE, SHALL HiVelocity Ventures Corp.
OR ITS SUPPLIERS OR RESELLERS BE
LIABLE
TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, OR ANY
AND
ALL
OTFER COMMERCIAL DAMAGES OR LOSSES, OR FOR
ANY DAMAGES IN EXCESS OF HiVelocity Ventures
Corp.'S LIST PRICE FOR A LICENSE TO THE
SOFTWARE AND DOCUMENTATION, EYEN IF HiVelocity
Ventures Corp. SHALL HAVE BEEN INFORMED
OF TFE POSSIBILITY OF SUCH DAMAGES, OR FOR
ANY CLAIM BY ANY OTFER PARTY. THIS LIMITATION
OF LIABILITY SHALL
NOT
APPLY TO LIABILITY FOR DEATH OR PERSONAL
INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS
SUCH LIMITATION. FURTHERMORE, SOME STATES
DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THIS LIMITATION AND EXCLUSION MAY NOT
APPLY TO YOU.
EXPORT
CONTROLS. You may not download, use or otherwise
export the Software or any underlying information
or technology except in full compliance
with all United States and other applicable
laws and regulations. In particular, but
without limitation, none of the Software
or underlying information or technology
may be downloaded, used or otherwise exported
or reexported (i) into (or to a national
or resident of) Cuba, Haiti, Iraq, Libya,
Yugoslavia, North Korea, Iran, Syria or
any other country to which the U.S. has
embargoed goods; or (ii) to anyone on the
U.S.
Treasury Department's list of Specially
Designated Nationals or the U.S. Commerce
Department's Table of Deny Orders. By downloading
or using the Software, you are agreeing
to the foregoing and you are representing
and warranting that you are not located
in, under the control of, or a national
or resident of any such country or on any
such list.
TERMINATION. This Agreement is effective
until terminated. HiVelocity Ventures Corp.
may terminate this Agreement immediately
if Customer attempts to reverse engineer
the Software or otherwise violate any of
the restrictive uses as described herein.
Otherwise, this Agreement may be terminated
by either party for a breach of any of
its
material terms, provided the non-breaching
party provides to the breaching party 30
days written notice describing such breach
and offering the breaching party an opportunity
to cure. Failure to cure a material breach
within the notice period shall result in
automatic termination of this Agreement.
Should this Agreement be terminated for
your material breach, Customer agrees to
remove all copies of the Software or any
part of the Software from any and all computer
storage devices, and destroy the Software
and all Documentation. At HiVelocity Ventures
Corp.'s request, Customer or any of Customer's
authorized signatory on the account, shall
certify in writing to HiVelocity Ventures
Corp. that all complete and partial copies
of the Software and the Documentation have
been destroyed and that none remain in
Customer's
possession or under its control. The provisions
of this Agreement except for the Section
1, "License Grant," shall survive.
MISCELLANEOUS. This Agreement represents
the complete and exclusive statement of
the agreements concerning this license between
the parties and supersedes all prior agreements
and representations between them. It may
be amended only by a writing executed by
both parties. THE ACCEPTANCE OF ANY PURCHASE
ORDER
PLACED
BY YOU IS EXPRESSLY MADE CONDITIONAL ON
YOUR ASSENT TO TIE TERMS SET FORTH HEREIN,
AND HiVelocity Ventures Corp. AGREES TO
FURNISH THE SOFTWARE AND DOCUMENTATION ONLY
UPON THESE TERMS AND NOT THOSE CONTAINED
IN YOUR PURCHASE
ORDER.
If any provision of this Agreement is held
to be unenforceable for any reason, such
provision shall be reformed only to the
extent necessary to make. It enforceable,
and such decision shall not affect the enforceability
(i) of such provision under other circumstances
or (ii) of the remaining provisions hereof
under all circumstances. Headings shall
not be considered in interpreting this Agreement.
This Agreement shall be governed by and
construed under the law of HiVelocity Ventures
Corp. Florida law applies to agreements
between HiVelocity Ventures Corp. Florida
residents entered into and to be performed
entirely within HiVelocity Ventures Corp.
Florida except as governed by Federal Law.
This Agreement will not be governed by the
United Nations Convention of Contracts for
the International Sale of Goods, the application
of which is hereby expressly excluded.
U.S.
GOVERNMENT RESTRICTED RIGHTS. Use, duplication
or disclosure by the Government is subject
to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted
Rights clause at FAR 52.227-19 when applicable,
or in subparagraph (c)(l)(ii) of the Rights
in Technical Data and Computer Software
clause at DFARS 252.227-7013, and in similar
clauses in the NASA FAR Supplement. Contractor
/ manufacturer is HiVelocity Ventures Corp..
475 Central Ave Suite B100, St. Petersburg,
FL 33701
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