END USER LICENSE AGREEMENT (EULA) FOR ioMoVo
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE ioMoVo SOFTWARE AND SERVICES.
This End User License Agreement ("Agreement") is a binding legal agreement between you (either an individual or an entity) and ioMoVo Corp ("Company"), for the access and use of the ioMoVo SaaS platform, which includes software, associated media, printed materials, and online or electronic documentation (collectively, "Service"). By subscribing to, accessing, or otherwise using the Service, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Service.
1. GRANT OF LICENSE
ioMoVo Corp ("Company") hereby grants you ("User") a limited, non-exclusive, non-transferable, revocable license to access and use the ioMoVo software-as-a-service platform ("Service") strictly in accordance with this Agreement. This license is subject to the following specific terms and conditions:
a. Service Access: The User is granted the right to access the functionalities of the Service available under the selected subscription tier. This access is permissible for the duration of the active subscription term and solely for lawful business purposes related to the User's operations.
b. Permitted Uses: The User may:
- Use the Service for managing, storing, and sharing digital assets such as images, videos, audio files, and documents.
- Utilize any tools, features, and capabilities provided by the Service as per the subscribed tier for enhancing the organization, modification, and collaboration on digital assets.
c. User Responsibilities: The User agrees to:
- Ensure that all activities conducted through the Service comply with this Agreement, applicable laws, and regulations.
- Obtain all necessary rights, permissions, and consents to use and to authorize the Company to use all Intellectual Property Rights in the content uploaded or processed through the Service.
d. Subscription-Based License: This license is contingent upon the User maintaining an active subscription with the Company. The specifics of the subscription, including the number of allowed users, data limits, access levels, and available features, are determined by the chosen subscription tier.
e. Backup and Data Use: The User may create reasonable backups of data stored on the Service, provided such backups are not used for any purpose other than archival purposes. The User acknowledges that regular backups are recommended to prevent data loss.
f. Restrictions on Transfer: The User may not transfer or assign the rights granted under this license to any other person or entity without the express written approval of the Company, and any attempted transfer or assignment shall be void.
g. SaaS Model Specificity: Since the Service is provided as a SaaS, no copies of the software are transferred to the User, and all access to the software will be through a web interface or designated APIs.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
This section delineates the boundaries of use and restrictions to safeguard the integrity and proprietary nature of the Service provided by ioMoVo. Understanding and adhering to these limitations is crucial for maintaining a secure and legally compliant use of the Service.
a. Modification and Adaptation: The User may not modify, adapt, translate, or create derivative works based on the Service. This includes any unauthorized attempt to alter the software, its interfaces, or any part thereof.
b. Prohibition on Decompilation and Reverse Engineering: The User is prohibited from reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying algorithms of the Service except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
c. Non-resale of Service: The User agrees not to resell, lease, rent, distribute, or otherwise commercially exploit the Service or make the Service available to a third party other than as expressly permitted by this Agreement and in accordance with the subscribed service tier.
d. No Unauthorized Access: The User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any ioMoVo server, or to any of the services offered on or through the Service, by hacking, password "mining," or any other illegitimate means.
e. Compliance with Laws: The User agrees to use the Service only for purposes that are legal, proper, and in accordance with this Agreement and any applicable laws, policies, or guidelines. The User must also ensure that their use of the Service does not infringe upon the intellectual property rights of others or violate any state, federal, or international laws.
f. Usage Limitations: The Service may be subject to limitations, such as, but not limited to, the number of days the Service will retain any uploaded data, the maximum disk space that will be allotted on ioMoVo’s servers on the User’s behalf, and the maximum number of times (and the maximum duration for which) the User may access the Service in a given period of time. The User agrees to comply with these limitations as specified in the service tier and documentation.
g. Reporting Misuse: Users are required to report any misuse of the Service, unauthorized access incidents, or any prohibited activity they become aware of immediately upon discovery to ioMoVo, enabling the Company to take appropriate action to prevent or rectify the situation.
3. INTELLECTUAL PROPERTY RIGHTS
This section outlines the ownership and user rights concerning intellectual property associated with the Service provided by ioMoVo Corp ("Company").
a. Ownership: All rights, titles, and interests in and to the Service, including but not limited to the software, associated media, content, features, and all intellectual property rights therein, are owned by the Company or its licensors. This Agreement grants no ownership rights to the User. The User's rights to use the Service are limited to those expressly granted by this Agreement.
b. Protection of Software: The User acknowledges that the Service and its structure, organization, and source code constitute valuable trade secrets of the Company. Accordingly, the User agrees not to disclose, provide, or otherwise make available such trade secrets in any form to any third party without the prior written consent of the Company.
c. Copyright Notice: The Service includes material that is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. The User must observe and abide by all copyright notices, information, and restrictions contained in any content accessed through the Service.
d. Trademarks: The names ioMoVo, the ioMoVo logo, and other ioMoVo trademarks and service marks referenced herein are trademarks of the Company and are protected by international trademark laws. This Agreement does not grant the User any rights to use the Company's trademarks or service marks.
e. User Content: Users may upload content to the Service ("User Content"). The User retains all rights to any User Content they upload, share, or store through the Service. By uploading User Content, the User grants the Company a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, prepare derivative works of, distribute, perform, and display the User Content only as necessary to provide the Service to the User.
f. Feedback: Any feedback, comments, or suggestions the User may provide regarding the Service is entirely voluntary and the Company will be free to use such feedback, comments, or suggestions as it sees fit and without any obligation to the User.
4. DATA PROTECTION
This section outlines the responsibilities and commitments of ioMoVo Corp ("Company") regarding the collection, use, protection, and privacy of data provided by the User while using the Service.
a. Data Collection and Use: The Company collects and uses personal data necessary to provide the Service, as described in the ioMoVo Privacy Policy. This may include user registration details, usage data, and any communications with the Company. The Company will use this data to operate, maintain, enhance, and provide all features of the Service, to provide services and information that the User requests, to respond to comments and questions, and to provide support to users of the Service.
b. Data Security: The Company implements commercially reasonable security measures to protect against unauthorized access to or unauthorized alteration, disclosure, or destruction of data. These include internal reviews of data collection, storage and processing practices, and security measures, including appropriate encryption and physical security measures to guard against unauthorized access to systems where the Company stores personal data.
c. Data Integrity and Retention: The Company processes personal information only for the purposes for which it was collected and in accordance with this Agreement and any applicable service-specific privacy notice. The Company will take reasonable steps to ensure that the personal information the Company processes is accurate, complete, and current, but the User needs to update or correct their personal information whenever necessary. Personal data is retained as long as necessary to provide the Service, comply with legal obligations, resolve disputes, and enforce agreements.
d. Access and Control: Users have access to their personal information and can update, delete, or correct this information through their user account settings. The User has the right to request access to additional information the Company holds about them and to request corrections or deletions of such information, subject to certain exceptions prescribed by law.
e. Data Disclosure: The Company may share personal information with third parties only in the ways that are described in this Agreement and in the privacy policy. Personal information may be disclosed to third-party service providers working on behalf of the Company, in compliance with this Agreement and other appropriate confidentiality and security measures, for the purpose of providing the Service, improving user experiences, and for other service-related purposes.
f. Compliance with Legal Obligations: The Company may disclose User’s personal data if required to do so by law or in the good faith belief that such action is necessary to conform to the edicts of the law or comply with legal process served on the Company, protect and defend the rights or property of the Company, and act in urgent circumstances to protect the personal safety of users of the Company, its websites, or the public.
g. International Transfer: The User acknowledges that personal information may be transferred or stored outside their country or other governmental jurisdiction where the privacy laws may not be as protective as those in their jurisdiction.
5. TERM AND TERMINATION
This section explains the conditions under which this Agreement remains in effect and the terms under which it can be terminated.
a. Term of Agreement: This Agreement becomes effective upon the User's acceptance of its terms and conditions (which is signified by the User accessing or using the Service) and remains in effect unless terminated by either party as provided for in this Agreement.
b. Termination by User: The User may terminate this Agreement at any time by ceasing all use of the Service and notifying the Company of their desire to terminate. Upon termination, the User must delete all copies of any software or data from the Service that they have installed or created.
c. Termination by Company: The Company may terminate this Agreement with immediate effect upon notice to the User if:
- The User breaches any provision of this Agreement and fails to remedy the breach within thirty (30) days after being notified in writing of the breach. The User engages in conduct that the Company believes harms or threatens
- The User engages in conduct that the Company believes harms or threatens to harm the Company, other users of the Service, or the public.
- The User fails to pay the subscription fees or any other charges due under the Agreement within the stipulated time.
d. Automatic Renewal: Unless otherwise terminated as set forth herein, this Agreement will automatically renew at the end of each subscription period. The terms of renewal will be subject to the then-current terms and conditions of the Service.
e. Effects of Termination: Upon termination of this Agreement:
- All legal rights granted to the User under this Agreement will immediately terminate.
- The User must immediately cease all access to and use of the Service.
- The User must delete all copies of the Service and any of its related data in their possession.
- Any data or content stored by the User within the Service may be irretrievably deleted unless the Company is legally required to retain such data.
f. Survival: Sections 3 (Intellectual Property Rights), 4 (Data Protection), 6 (Warranty Disclaimer), 7 (Limitation of Liability), and any other provisions of this Agreement that by their nature should survive termination, will survive any termination or expiration of this Agreement.
6. WARRANTY DISCLAIMER
This section addresses the nature of the Service provided by ioMoVo Corp ("Company") and disclaims any warranties that are not expressly stated.
a. No Warranties Provided by Company: The Service is provided on an "as is" and "as available" basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company makes no warranty that:
- The Service will meet the User's requirements.
- The Service will be uninterrupted, timely, secure, or error-free.
- The results that may be obtained from the use of the Service will be accurate or reliable.
- The quality of any products, services, information, or other material purchased or obtained by the User through the Service will meet the User’s expectations.
b. User's Responsibility: The entire risk arising out of the use or performance of the Service remains with the User. The User must determine the suitability of the Service for their intended use and bear all risks associated with that use.
c. No Oral or Written Information: Any oral or written advice given by the Company, or its authorized representatives will not create a warranty not expressly stated in this Agreement.
d. Third-Party Services: The Service may be dependent on, or interoperate with, third-party services, including, but not limited to, internet service providers, telecommunications providers, and cloud services. The Company makes no warranties regarding these third-party services and shall not be liable for any disruption, unavailability, or failure of such services.
e. Modifications and Updates: The Company may from time to time provide updates or modifications to the Service. While the Company aims to ensure the continued functionality and security of the Service, the Company makes no warranty that such updates will not affect the use of the Service or introduce new faults into the system.
7. LIMITATION OF LIABILITY
This section details the limitations on the liability of ioMoVo Corp ("Company") associated with the use of the Service provided under this Agreement.
a. Limitation on Indirect Damages: The Company shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from:
- The use or the inability to use the Service.
- The cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received, or transactions entered into through or from the Service.
- Unauthorized access to or alteration of your transmissions or data.
- Statements or conduct of any third party on the Service.
- Any other matter relating to the Service.
b. Cap on Liability: In no event shall the Company's total liability to the User for all damages, losses, and causes of action (whether in contract, tort including negligence, or otherwise) exceed the amount paid by the User to the Company for the Service in the 12 months prior to the claim.
c. Essential Basis of the Bargain: The User acknowledges that the Company has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between the User and the Company and form a basis of the bargain between the parties.
d. Jurisdictional Limitations: Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to every user. In such cases, the Company's liability will be limited to the greatest extent permitted by applicable law.
e. Acknowledgment of Risks: The User acknowledges that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose.
8. GENERAL PROVISIONS
This section sets forth additional terms and conditions applicable to the Agreement between the User and ioMoVo Corp ("Company").
a. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is headquartered, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in the Company's jurisdiction, and the parties hereby consent to personal jurisdiction and venue therein.
b. Amendments: The Company reserves the right to modify or amend this Agreement at any time. All amendments will be effective immediately upon posting the revised Agreement on the Service’s website or upon notification to the User. The continued use of the Service after any such amendments signifies the User’s acceptance thereof.
c. Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect. Such invalid or unenforceable provisions shall be replaced with ones that achieve the closest purpose and economic effect of the invalid or unenforceable provision.
d. Waiver: No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, provision, or condition or of any other term, provision, or condition of this Agreement.
f. Notices: Any notices to the Company must be sent to its designated address in writing via registered mail or nationally recognized courier and are deemed given upon receipt.
g. Assignment: The User may not assign this Agreement or any rights or obligations herein without the prior written consent of the Company, and any attempted assignment in violation of this provision shall be null and void. The Company may assign its rights under this Agreement to any third party without User consent.
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