APPLICATION OF LICENSE AGREEMENT
The Vengeo Membership Plan ("VMP") is an e-publishing and web content deployment service and includes Vengeo's Paperless interactive Publication editor ("PiPe") a proprietary desktop publishing software application and a web-portal for storage and forwarding of Paperless interactive Publications ("PiPs") produced using PiPe.
Each Member client is equally bound by this agreement.
The features included with the VMP are VMP specific (as outlined below) and entitles the Member to free PiPe desktop software and includes a prescribed storage volume for PiPs produced by Vengeo's PiPe software and the delivery and display of those PiPs from the Vengeo server, which may or may not be hosted by a 3rd-party Internet Service Provider. The VMP also includes a prescribed amount of traffic associated with the delivery/display of the Member's PiPs.
The Member's PiPs are specific to the Member's registration account ID and encoded with a Member- specific PiPe-Start Key (PSK) that is used to encrypt the Member's PiPs and identify them for uploading to the Member's login and storage area.
Under this agreement the Member is granted PiPe software user privileges for the sole purpose of creating PiPs for uploading to the Vengeo site. Any other use is strictly prohibited and the Member hereby agrees to restrict its use to this purpose. PiPe software remains the property of Vengeo and Vengeo reserves the right to demand the return, deletion and/or destruction of any and all copies of PiPe and any and all documentation and/or information stored in any format and the Member hereby agrees to acquiesce to any such demand and irrevocably grants Vengeo the right to audit such return, deletion or destruction as it deems necessary.
IMPORTANT NOTE: This Vengeo Inc web-service and PiPe software solution is a service agreement based on web services. As such, registration in a VMP and/or termination of this agreement under any circumstance, or for any reason, regardless of the Member's VMP does not imply nor entitle participation in Vengeo Inc's Escrow arrangements (see specific restitution clauses below) and the Member hereby explicitly and irrevocably revokes any such rights, perceived or other.
THIS DOCUMENT, THE VENGEO INC. WEBSITE USER AGREEMENT AND THE VENGEO INC. PIPE SOFTWARE LICENSE AGREEMENT FORM THE TOTALITY OF THE AGREEMENT BETWEEN THE PARTIES. AS SUCH THEY ARE INEXTRICABLY LINKED AND COMMONLY BOUND. PLEASE TAKE THE TIME TO READ THEM CAREFULLY.
THE FOLLOWING DESCIBES THE TERMS ON WHICH VENGEO OFFERS MEMBERS ACCESS TO VENGEO SERVICES. PLEASE READ CAREFULLY.
Upon registering to become a Vengeo member, you are directed to read, agree with and accept all of the terms and conditions contained in the User Agreement for Vengeo (the "Agreement"), which includes those terms and conditions expressly set out below and those incorporated by reference. It is Your sole responsibility to read the agreement and by registering with Vengeo You expressly state to such acceptance.
The Vengeo User Agreement (the "Agreement") defines the terms and conditions applicable to the use of Vengeo services available under the domain and sub-domains of www.vengeo.com (the "Site") and affiliate sites. If you do not agree to be bound by the terms and conditions of this Agreement, do not use the Site(s) or access Vengeo services.
Vengeo may amend this Agreement at any time by posting the amended terms on the Vengeo site. Except as stated below, all amended terms shall be effective 30 days after they are initially posted and apply to all Members regardless of registration date. This agreement is effective upon acceptance of registration.
Vengeo allows any Member to publish or search publications called PiPs (Paperless Interactive Publications) and promote their PiP through Vengeo Ad Space. Vengeo has no control over and expressly denies any responsibility, implied or other, for the quality, safety, legality, truth or accuracy of PiP content.
Under this agreement, Vengeo agrees to provide regular information circulars via email or other delivery methods at its sole discretion, updating Members on Services and other matters as it deems necessary. As an added service Vengeo will include information from Members targeted to other Members, in accordance with Vengeo's Privacy Statement.
Vengeo does not guarantee continuous, uninterrupted or secure access to our services, and operation of our Site may be interfered with by numerous factors outside of our control.
Members may be charged a fee for this service depending on the VMP selected by the Member. Vengeo fees are incorporated into this Agreement by reference. Vengeo may change the fees for its services at its sole discretion with sixty (60) days notice posted on the Vengeo Site and reserves the right to adjust fees for Vengeo promotional events. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective as of the launch date.
The currency in which the fees are quoted is explicitly stated at the time the fees are quoted. Sales taxes where applicable are in addition to the fees quoted. Vengeo accepts no responsibility for such taxes outside its jurisdiction.
Members may choose the term of their agreement and opt to pre-pay the aggregate cost (plus applicable taxes).This Agreement applies in full to that Member, whether explicitly identified as such, or not.
Membership is available to all, however we recommend parent and/or legal guardians exercise caution and actively supervise minors in their use of Vengeo. Registering as a corporate entity represents the authority to bind the entity to this agreement.
Vengeo retains the right to accept or deny any member for any reason.
As a Vengeo Member, you agree to provide personal information as prompted and update this information as necessary to keep it current, complete and accurate. Information requested shall be referred to as registration data ("Registration Data"). By submitting your registration data you agree to the terms of Vengeo's Privacy Policy in addition to the terms of this policy. If any information provided by you is found to be inaccurate, misleading or deceiving Vengeo retains the right to suspend or terminate your membership and all associated rights.
Upon registration Vengeo will review and deny/approve your Alias, UserID and Password, along with account info. You, alone, are responsible for maintaining the confidentiality of Your account information and are entirely responsible for any and all activities that occur using Your account. You must immediately notify Vengeo of any unauthorized use of Your account or any other breach of security. You may change Your password at any time by following instructions provided. You may also set up a new account or close an old one at Your convenience, however Your PiPs may be rendered unusable as a result of the change of Your PiPe-Start Key (PSK) (see below for details). Your account is non- transferable and cannot be sold.
If You are using Your PiPs to sell merchandise You must be legally able in Your jurisdiction of residence to sell such merchandise. Merchandise includes products, information and services.
You are solely responsible for the contents of Your PiPs and your actions are subject to all applicable local, province/state, national and international laws and regulations. Therefore, You agree: (1) to comply with all applicable laws; (2) that You shall not use the Service or Site for illegal purposes; (3) that You shall not interfere or disrupt networks connected or otherwise related to the Service; and (4) that You shall comply with all regulations, policies and procedures of networks and Sites connected or otherwise related to the Service.
As part of the service and specific to VMP Vengeo provides Members and advertisers the ability to display logos, banner ads and badge ads throughout the Vengeo website, including web-pages displayed before and after Your login as well as in the Vengeo online Viewer. It is possible due to size that more than one (1) ad may appear on any given page. The frequency of display generally on a random basis is at Vengeo's discretion. Further, advertising is displayed randomly throughout the website, unless specifically pre-arranged, as such, Vengeo cannot guarantee that You and/or Your competitor will be displayed equally throughout the website, or that You will not be displayed adjacent to each other.
You are entitled to a Profile Page where You can display Your Promotional Image, Banner ads and Badge Ads up to 600pixels high. The file size and image type is restricted at time of upload. In the event that You are unable to provide valid ads to fill Your allotted ad locations within Your Vengeo Profile Page, Vengeo will temporarily provide Vengeo-specific ads.
In addition Vengeo Members and External advertisers may request to place ads on your PiPs. Dependant on VMP the Member may or may not have control over the posting of those ads or the content of those posted ads.
Without limiting any other remedies, Vengeo may suspend or terminate an account immediately if the Member is found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with Vengeo products and services.
Member Information and activities on the Site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain illegal pornography; (g) encourage conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, regional, national or international law or regulation; (h) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (i) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (j) link directly or indirectly to or include descriptions of goods or services that: are prohibited under this Agreement or you do not have a right to link to or include.
Vengeo grants the Member a Limited License for use of the PiP production and delivery solution (PiPe software and www.Vengeo.com web services). You may not distribute PiPs in file form (ppp or fpp or vpc Vengeo file extension formats) other than as intended by the Vengeo system, without written agreement from Vengeo. This applies to PiPs created by you (ppp and fpp formats) and PiPs you downloaded from the Vengeo website (vpc format).
Vengeo grants you Limited License to use the PiPe software limited to creating PiPs and Viewing PiPs. You may not tamper with, copy, distribute or decompile the PiPe software. All this is explained in the PiPe License Agreement included with the PiPe software. You must agree to the PiPe License before installing and using it.
You may not transfer your license to any third party.
For the sole purpose of enabling Vengeo to use the information you supply and to verify that Vengeo is not violating any rights you might have in that information, you agree to grant Vengeo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in your information and you waive all moral rights you have in such information. We will only use your information in accordance with our Privacy Policy.
If the Member is a Vengeo Sub-Member to a Master Member's Vengeo Organization, that organization may have access to and view the Member's personal information. Vengeo has no control over the use of such information and hereby expressly denies any responsibility or liability for any damages in whatever form resulting from its use and the Member hereby releases Vengeo from any liability for any damage, financial or other that may be incurred as a result of its use.
This license is applicable to all Members at all VMP levels.
Your personal information may be used to help target promotional information to you, but only if you explicitly provide consent through Vengeo's Subscription option. Please review our Privacy Statement for complete details.
VENGEO PROVIDES THE SITE AND SERVICES "AS IS" AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESSED, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED REPRESENTATION, WARRANTIES OF TITLE, MEMBERABILITY, MEMBERABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, AND THOSE ARISING BY LAW OR THROUGH A COURSE OF DEALING OR USAGE OF TRADE, UNLESS SPECIFICALLY REQUIRED BY LAW. MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT MEMBER'S OWN RISK AND MEMBER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
VENGEO SHALL NOT BE LIABLE FOR LOSS OF REVENUE, PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR COSTS ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR PiPe SOFTWARE, OR THIS AGREEMENT HOWEVER ARISING, INCLUDING NEGLIGENCE, DISRUPTION, SUSPENSION OR TERMINATION OF SERVICES, OR THE SALE OR DISBURSEMENT OF VENGEO ASSETS.
In the event that Vengeo services are disrupted or terminated for any reason other than by the Member, Vengeo will make every effort to restore the services without undue delay. Although Vengeo will make every effort to continue the ongoing service and its development and maintenance Vengeo Inc. does not guarantee the continuation of service or maintenance and upgrades of the PiPe software.
In the event that Vengeo can no longer provide the service, Vengeo will endeavour to inform all its Members, without any obligation to provide restitution, other than identified below. Upon termination of services for any reason, the User may no longer use the Vengeo system or PiPe Software, under any circumstances.
In the event that Vengeo Inc. can no longer provide its service, the Member may choose to terminate this agreement immediately, after which Vengeo will pay, without obligation and/or admitted or implied liability and at the Member's current VMP level the equivalent of two (2) months of service fees not to exceed the total remaining life of their service agreement or in the event that the Member has prepaid monthly service fees exceeding twelve (12) months 2/12ths of the service fees, prorated.
By agreeing to the terms of this agreement You agree to release Vengeo, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees from any and all damages, liabilities, causes of action, judgments, and claims and to indemnify Vengeo, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees for any costs (including but not limited to legal fees) that might arise from a claim or demand made by a third party due in whole or in part from or in connection with your PiPe Publication files, any User Content, any Third Party Applications, Software or Content you post or share on or through the Site, or arising from your breach of this Agreement or the documents it incorporates by reference, or your actual or alleged violation of any law or the rights of a third party that results from the posting, distribution or deployment of your PiP publication or its link by any means whatsoever. The Sub Member or Master Member who chooses to transmit Vengeo/PiPe PiP Catalogue files assumes full responsibility for any and all content of said file regardless of its author and hereby agrees to the terms of this indemnity agreement in relation to said files.
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service.
The Member and Vengeo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
Members may enter into correspondence with or participate in Vengeo Member promotions of merchandise on Vengeo. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the corresponding Member. Vengeo assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
Members acknowledge that content, including but not limited to text, photographs, video, graphics, software, music, sound, or other material contained in either PiPs or Vengeo Ad Space (collectively referred to as "Content"), is protected under the laws of copyright, trademark, patent, unfair competition or other applicable laws. Members may not copy, reproduce, distribute, or create derivative works from this Content without the express written authorization to do so by Vengeo or the Member-Owner of such PiPs and/or ad space content.
Repackaging of PiP-Catalogue files - You may not breakdown, split, convert, reformulate, or in any \ way, reprocess any Vengeo/PiPe file formats (vpc, ppp, or fpp file extensions).
Transmission of Files - The process of permitting you or your clients to download Vengeo/PiPe files is managed by Vengeo in to order track usage and popularity as well as mitigate the potential fraudulent use of your files. You may not transmit any Vengeo/PiPe PiP-Catalogue files (vpc, ppp, fpp extensions) from any web location, or from any medium, other than delivered by Vengeo, through Vengeo's web portal. If you are a Sub Member to a Master Member, that is, you are registered at Vengeo within an Organization, then you are permitted to transmit your Vengeo/PiPe files (vpc, ppp, fpp) to the Master Member and to other Sub Members within that Master Member's Organization. If you are a Master Member you may transmit your Vengeo/PiPe files (vpc, ppp, fpp) to your Sub Members only. The Sub Member or Master Member who chooses to transmit Vengeo/PiPe PiP Catalogue files assumes full responsibility for any and all content of said file regardless of its author and is subject to the Indemnity Clause (7) of this agreement in relation to such files.
Vengeo may limit your activities, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide Vengeo services to you if (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our Members or us.
Should you or a Vengeo Member object to any term and condition of this and any subsequent modifications thereto or become dissatisfied with Vengeo in any way, your sole and exclusive recourse is to immediately discontinue your use of Vengeo and PiPe, and cease purchasing new Vengeo Membership Plans. Your active Vengeo Membership Plan will remain active until its end date.
Members may terminate their Membership at any time without reason providing sixty (60) days written notice to Vengeo offices, located at 1061A St Clair Ave West, Unit #2, Toronto, Ontario, M6E 1A6. Monthly service fees for the sixty-day period are still required.
For prepaid Members, Vengeo will return 50% of all fees (and paid taxes) associated with the unused portion of the life of the agreement exceeding sixty (60) days, prorated, within sixty (60) business days.
Vengeo may terminate a Member at anytime without reason. No further monthly service fees will be required to be paid by the Member. If the termination was erroneous and deemed so by the courts, the Member will be reinstated at the same VMP level and equal fee.
For prepaid Members, Vengeo will return all fees (and paid taxes) associated with the unused portion of the life of the agreement within sixty (60) days. If the termination was erroneous and deemed so by the courts, THE Member will be reinstated at the same VMP level and equal fee.
This Agreement shall be governed in all respects by the laws of the Province of Ontario and the federal laws of Canada applicable therein. If any provision(s) of this Agreement is held to be invalid or unenforceable, such provision shall be struck without effect to the remaining provisions. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by a Member or others does not waive our right to act with respect to subsequent or similar breaches.
Vengeo may assign or otherwise transfer or sell this Agreement and all incorporated terms and conditions at its sole discretion.
This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 2 (Fees and Services) with respect to fees owed for our services, 5 (No Warranty), 6 (Liability Limit), 7 (Indemnity) and 13 (Resolution of Disputes) shall survive any termination or expiration of this Agreement.
By agreeing to this User Agreement you certify that all information you supply to this service is true and correct to the best of your knowledge.
© 2006-2008 Vengeo, All Rights Reserved.
This Vengeo Inc Software License Agreement (the "Agreement") is a legal agreement between You and Vengeo Inc. for the PiPe software product, which includes computer desktop software and associated media and print material, and may include "online" or electronic documentation ("Software Product" or "Software"). By installing, storing this Software Product on a computer hard drive (or other media), or otherwise using the Software Product, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not install or use this Software Product and delete the software from all storage media.
Under this agreement, the value of the Software is zero dollars.
IMPORTANT NOTE: This Vengeo Inc web-service and PiPe software solution is a service agreement based on web services. As such, registration in a VMP and/or termination of this agreement under any circumstance, or for any reason, regardless of the Member's VMP does not imply nor entitle participation in Vengeo Inc's Escrow arrangements and the Member hereby explicitly and irrevocably cedes any such rights, perceived or other.
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold and is supplied as part of the Vengeo web service to produce PiP-Catalogues for uploading to Vengeo for delivery (encryption and URL link assignment) and this agreement does not confer ownership rights on the Member.
You are not permitted to supply he PiPe software through any means other than through Vengeo, unless specifically authorized by Vengeo.
You are not permitted to transfer or exchange or tamper or provide your Vengeo PSK (see details below) to any other person/entity, through any means, without Vengeo's expressed authority.
For PiP viewing:PiPe software is used for viewing PiPs from Vengeo. There are no limits to how often, how many, or the size of PiPs that can be downloaded for viewing however our PiPe software will only view PiPs that have been previously downloaded from Vengeo Members or received from other Members. As well, your PiPe software will not read original editable PiPe files (*.ppp format) from any other Member - this is to protect the creator (publisher) of the original editable file. PiPs (sometimes referred to as PiP-Catalogues) downloaded from Vengeo are *.vpc extension format files that are non-editable and have been copy-protected.
Publishing: PiPe software will permit Members to produce an unlimited number of working-version editable records (e-pages) or files for Member single license use in *.ppp file format (see Vengeo's End User License Agreement). The ppp file is the working-version of the PiP file and is used to create/ modify e-content and can only be modified or overwritten by the original author. By default, the PiPe software limited license permits Members to produce unlimited *.ppp files, with no date limit or file size limit. We recommend that You download PiPe on a regular basis to get the latest version. You can check Your current version by going into PiPe Help, About PiPe. You do not have to retrieve Your PSK again after every update of PiPe, unless you've lost the original PSK.
The PiPe-Start Key (PSK): The PiPe-Start Key is specific to Member registration and PiPe installation and encrypts PiPs to permit only the Member's PiPe software installation to edit the *.ppp format files. If the Member shares his PSK, the Member's e-content will be modifiable by that recipient. Email the PSK to yourself (green button) after you have downloaded the PiPe software. You may also email the PSK at any time if you've lost it. Each key is specific to each Member, which validates Member status. Members will be prompted upon installation of the PiPe software to type in the security key or simply cut & paste it from the email. YOU ARE NOT PERMITTED TO SHARE YOUR PSK except as authorized as follows: If you are a Sub Member to a Master Member, that is, you are registered at Vengeo within an Organization, then you are permitted to transmit your Vengeo PiPe-Start Key to the Master Member only, and NOT to any other third party.
IMPORTANT PSK NOTE: If you register as a Member, then decide to re-register again under a new Member name you will be assigned a new PSK which will render all your previous ppp files unusable and you will not be able to upload your old ppp files to your new membership, or vice versa!
In order to use PiPe, your system must be a PC compatible system.
Your PC should be a minimum of 1.66 MHz, and use Windows 98 or higher, along with Internet Explorer. This does not imply that your system's performance won't be impeded with older systems. If you don't have a minimum of Windows 98 then you can still enjoy viewing all our PiP-Catalogues online. As well, in order to enjoy the most out of other Member PiPs we recommend that you have audio and video player such as Windows Media Player*, Realplayer*, or Apple Quicktime* or any other default video viewer. * copyright.
In order to use PiPe, your system must contain Microsoft's .NET v2.0 components. Although many PCs today come with .NET already installed, some older systems may require the installation. PiPe installation will help identify whether you need .NET of which can be downloaded from Microsoft's website - approx 22Mb - which can also be downloaded from Vengeo. Many systems may already contain most of these .NET components and therefore it won't be necessary to download the .NET version. These .NET components will not harm the system.
If you are not sure whether your system contains Microsoft .NET then you should select the PiPe version that includes .NET. Depending on your Internet access (dial-up or DSL) this could take anywhere from a few minutes to 30-minutes to download. Please be patient.
This process is required only on the first PiPe installation on each desktop regardless of updates.
PiPe software incorporates Auto Save and Recovery File features. Auto Save when activated will automatically save your work at regular intervals while the Recovery Files will recover the last version of PiPs after a Crash. Together they provide a safeguard against losing PiPs in progress in the unlikely event of a software failure. We highly recommend that Members exercise prudence and activate the PiPe Auto Save feature. Also and as is prudent practice we recommend regular backups. Vengeo will not be liable for any damage or any loss, financial or other resulting from software failure.
This Agreement grants you the following non-exclusive rights:
You may install the enclosed Software Product on any number of computers under the same PSK for use by one or more users for the purpose of viewing PiPs and creating PiPs for You the registered Member. Several installations with different PSKs can reside on the same computer as long as You have qualified for and have been approved by Vengeo as a Master Member and that Master Member PSK is installed on that computer.
As a single user You may install and Use a copy of the Software on your compatible computer, up to any number of computers under the same PSK for use by one or more users for the sole purpose of using the Software on an unlimited number of computers for viewing PiPs and creating PiPs for You the registered Member.
Subject to the terms of this Agreement, you may install one copy of the Software with ONE (1) PSK on a computer file server within your internal network for the sole and exclusive purpose of (a) using the Software (from an unlimited number of client computers on your internal network) and (b) allowing for printing within your internal network. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data, or instructions from or to another computer or (ii) for internal network, Internet, or web hosting services.
You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy.
In addition to the single copy permitted under Sections 2.2.1 and 2.3, the primary user of the computer on which the Software is installed may make a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is installed with the same PSK.
Limitation on Reverse Engineering, Decompilation, and Disassembly - You may not reverse engineer, decompile, or disassemble or otherwise reduce this Software Product to a human perceivable form. You may not modify or create derivative works based upon this software.
Separation of Components - The Software Product is licensed as a single product. Its component parts may not be separated for use.
Sale and Rental - You may not sell, rent or lease, or distribute the Software Product, in any form, in whole or in part, or as a sub or complimentary software application.
Software Copy and/or Transfer - You may not copy or duplicate this Software Product for the purpose of transfer to another person, computer or entity, and you may not transfer this Software Product to any other person, computer or entity.
The NON-distribution of PiPe-Start Keys is strictly enforced. You may not supply, rent, copy or provide your account's PSK to any other entity without the express written authorization by Vengeo, UNLESS, you have explicitly registered as a sub-member of a Master Member at Vengeo or an authorized affiliate (Vengeo strategic Partner) of which you are explicitly identified as such by your registration at Vengeo and/or that Vengeo affiliate. As a sub-member you may only supply your PSK to your Master Member.
Termination - Without prejudice to any other rights, this agreement is in effect until terminated. Vengeo may terminate the agreement at any time by providing sixty (60) days written notice to the Member, after which the Member agrees to destroy all copies of the Software and Documentation and erasing any copies on storage media. The agreement also terminates if you fail to comply with any terms and conditions of this agreement. In such event, you (1) agree to destroy and erase all copies of the Software and Documentation, (2) hereby grant Vengeo unlimited access and audit privileges and (3) grant Vengeo Inc. all remedies in accordance with applicable law.
Refund Policy - The Software is provided free for use with the Vengeo Service agreement, above. As such Vengeo's sole responsibility will be to replace the use of the Software if the Software is damaged or defective but only if you notify Vengeo Inc. within fourteen (14) days of the date you Licensed the Software.
Repackaging of PiP-Catalogue files - You may not breakdown, split, convert, reformulate, or in any \ way, reprocess any Vengeo/PiPe file formats (vpc, ppp, or fpp file extensions).
Transmission of Files - The process of permitting you or your clients to download Vengeo/PiPe files is managed by Vengeo in to order track usage and popularity as well as mitigate the potential fraudulent use of your files. You may not transmit any Vengeo/PiPe PiP-Catalogue files (vpc, ppp, fpp extensions) from any web location, or from any medium, other than delivered by Vengeo, through Vengeo's web portal. If you are a Sub Member to a Master Member, that is, you are registered at Vengeo within an Organization, then you are permitted to transmit your Vengeo/PiPe files (vpc, ppp, fpp) to the Master Member only, and NOT to other Sub Members within that Master Member's Organization. If you are a Master Member you may transmit your Vengeo/PiPe files (vpc, ppp, fpp) to your Sub Members only.
All title and copyrights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets," incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product, are owned by Vengeo Inc. The Software Product is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software Product like any other copyrighted material except that you may either (a) make one copy of the Software Product solely for backup or archival purposes, or (b) install the Software Product on another single computer with the same PSK provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the Software Product.
This Agreement is governed by the laws of the Province of Ontario, Canada. Each of the parties hereto irrevocably agrees to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation which may arise hereunder in the courts located in the Judicial District of York, Province of Ontario. Furthermore the parties irrevocably agree that the total costs of any litigation arising hereunder commenced in another jurisdiction will be born by the Member.
NO WARRANTIES - To the maximum extent permitted by applicable law, Vengeo Inc expressly disclaims any warranty for the Software Product. The Software Product and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of Merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the Software Product remains with the user.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES - To the maximum extent permitted by applicable law, in no event shall Vengeo Inc be liable for any damages whatsoever (including, without limitation, damages for loss financial or other) arising out of the use of, or inability to use, this Vengeo Inc Software Product, even if Vengeo Inc has been advised of the possibility of such damages.
Although Vengeo will make every effort to continue the ongoing development and maintenance of the Software, Vengeo Inc. does not guarantee the continual development and availability of PiPe Software.
In the event that Vengeo deems it can no longer provide and support the Software, Vengeo will endeavour to inform all its Members, without any obligation to provide restitution.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified in writing and signed by an authorized officer of Vengeo. Updates may be licensed to you by Vengeo with additional or different terms. This is the entire agreement between Vengeo and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.
© 2006-2008 Vengeo Inc, All Rights Reserved.
Version20080606