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1.1 In this EULA the following words and expressions shall have meanings hereby assigned to them , unless the context expressly requires otherwise:
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“Localizations” means a set of translations that will enable the product to show labels, messages and the content in a respective localized format.
“Confidential Information” means the Software, Documentation and any information and material in whatever form concerning operation, personnel and business dealings of either Vantif LLC or You that either is marked as confidential , or that should reasonably be understood to be confidential by its nature or circumstances in which the information or material is disclosed.
“Partner Program” means Vantif LLC’s program for the development of Applications for third parties, in which You or an Authorized Affiliate may enroll subject to a separate agreement.
“Documentation” means user and other documentation concerning the Software, whether in printed, online and/or electronic form.
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“Main Release” means a major version of the Software that is made generally commercially available by Vantif LLC from time to time, has been assigned by Vantif LLC a version number indicating a new major release , and may require You to obtain a new set of License Keys.
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“Sub-release” means updates and/or service releases to the Software issued by Vantif LLC, which may incorporate corrections of errors, or provide functional and performance improvements but does in no circumstances mean a the Main Release.
“Subscription Period” means the term of validity of a subscription-based License specified in the Order Form, where applicable, and as further set forth in Clause 4.5.
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3.1 You will remit payment, to the extent applicable, for the License to Vantif LLC – or directly to Vantif LLC’s Authorized Distributor if You have procured Your License through such party – on terms and conditions agreed to in the relevant Order Form. The agreed License Fee shall be paid prior to deployment of the Software. Any License Key delivered to You upon a grant of License shall be of temporary nature until receipt by Vantif LLC or by Authorized Distributor of the full License Subscription Fee.
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4.2 Subject to timely payment of the applicable License Fees and subject to the applicable License Parameters, Vantif LLC hereby grants You a non-exclusive, non-assignable, non-transferable (except to the extent as may be permitted by the License Parameters) and non-sublicensable License, to download, install and use, display and run the Software on Equipment that fulfils fulfills the minimum configuration requirements set forth in the Documentation. Each License acquired by You shall permit one concurrent User of the Software.
4.3 The License Type for Your License to the Software, the Subscription Period, and the commercial terms of Your purchase are specified in in the Order Form. The Order Form may also specify additional terms and conditions applicable to Your License to the Software. If the License Type is not specified in the Order Form, the License Type shall be Personal License.
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- Personal License
- Use of Software: only for personal purposes of You and Your Authorized Affiliates, as applicable. Each user can install on a maximum of three different personal Equipment using the same license key. Licenses are validated with Vantif central license server upon installation.
- License Term: until the expiry of the Subscription Period.
- Users: You, and/or Your employees, and/or the employees of Your Authorized Affiliates, as applicable
- Business License
- Use of Software: worldwide for commercial purposes of You and Your Authorized Affiliates, as applicable. Each user can install on a maximum of two different personal Equipment using the same license key. Licenses are validated with Vantif central license server upon installation.
- License Term: until the expiry of the Subscription Period.
- Users: You, and/or Your employees, and/or the employees of Your Authorized Affiliates and Professional Consultants (except in case of usage-based licenses), as applicable.
- Educational or Learning License
- Use of Software: for Your educational purposes only in the Territory. Use for commercial purposes is explicitly excluded. Each user can install on a maximum of two different personal Equipment using the same license key.
- License Term: until the expiry of the Subscription Period.
- Users: You and/or Your enrolled students, as applicable.
- Evaluation License
- Use of Software: only for purposes of technical or commercial evaluation or demonstration by You and only in the Territory. Use for commercial purposes is explicitly excluded.
- License Term: thirty (30) calendar days or as specified in the Order Form.
- Users: You and/or Your employees, as applicable.
- Partner License (subject to special terms and conditions in Clause 14 below)
- Use of Software: only for purposes of preparing demos for You and only in the Territory. Use for other commercial purposes is explicitly excluded.
- License Term: until the expiry of the Subscription Period.
- Users: You, and/or Your employees, and/or the employees of Your Affiliates, as applicable.
4.5 The Subscription Period of a subscription-based License is either a fixed term or “recurring”, each as specified in the Order Form. A fixed Subscription Period shall expire on the specified date and should not be less than a year. Unless otherwise specified in the Order Form, the initial Subscription Period of a “recurring” subscription shall expire at the end of the year from the date of purchase. The Subscription Period shall thereafter automatically renew for subsequent periods of a year, subject to Your payment of Vantif LLC’s then-current License Fees and subject to Your acceptance of possible updates to this EULA. Your payment of the License Fees and renewal of the Subscription Period – following Vantif LLC’s notice of changes to the EULA – shall be deemed to constitute Your acceptance of such changes. If You do not accept the updated EULA, Your subscription-based “recurring” License may be terminated as set out under Clause 4.7 below. Either Party may terminate Your subscription-based “recurring” License for convenience by giving the other Party written notice of termination at least thirty (30) days prior to the expiration of the then-current Subscription Period. This EULA may also be terminated in accordance with Clause 12.
4.6 Subject to payment of applicable maintenance fees, You are entitled to purchase additional seat Licenses. You acknowledge and agree that Vantif LLC monitors the usage of the Software by You and Your Authorized Affiliates for reporting and invoicing purposes. You acknowledge and agree that Vantif LLC may share the usage reports with its Authorized Distributors and that the usage reports shall constitute conclusive and binding evidence of Your use of the Software. Configuration of Licenses by You that is not in accordance with instructions provided with the Software, or that is otherwise erroneous or not appropriate for Your use, shall not relieve You from payment of License Fees in accordance with the usage reports.
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4.11 You shall not, and You shall ensure that Your Authorized Affiliates and Professional Consultants do not:
a) copy the whole or any part of the Software, save to the extent permitted by Clause 4.9;
b) modify, enhance or merge the whole or any part of the Software with any other software or documentation;
c) assign, transfer (except to Authorized Affiliates or Professional Consultants where permitted by applicable License Parameters), distribute, sell, lease, rent, sub-license, charge or otherwise deal in or encumber the Software, nor make the Software available to any third party, nor use the Software to provide software-as-a-service, service bureau or similar services to any third party;
d) adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software, or to access the source code of the Software;
e) enable use of the Software by duplication through virtualization or comparable technology in a manner that would exceed the number of licenses purchased by You;
f) use the Software to develop other software;
g) use, whether alone or in combination with any other mark, nor register or attempt to register, whether directly or indirectly, any trademarks, trade names, logotypes or other symbols of Vantif LLC or GetPixit, or any confusingly similar marks, names or symbols, nor any Internet domain names containing any such trademarks, trade names or symbols. Any Internet domain names containing the above that have been registered or reserved by You or any Authorized Affiliate of You prior to entering into the Order Form shall be transferred to Vantif LLC upon request, and You agree to do any acts as may be necessary to effect such transfer;
h) remove any of the intellectual property markings in the Software or its outputs, nor try to remove or bypass any of the intellectual property protection mechanisms in the Software or its outputs.
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4.13 When disposing of Equipment in any manner whatsoever, You shall uninstall and remove and ensure that any Authorized Affiliates or Professional Consultants uninstall and remove the Software from such equipment prior to disposal, and take all other steps necessary to prevent the Software or any part thereof from coming into the possession of any third parties. A failure to do so shall be deemed to constitute a breach of this EULA.
4.14 You shall promptly notify Vantif LLC if You become aware of (i) any breach of confidentiality obligations regarding the Software, or (ii) any infringement (whether actual or alleged) of Vantif LLC's intellectual property rights in the Software, or (iii) any unauthorized use of the Software by any person, and provide reasonable assistance to Vantif LLC in connection with any suit or proceeding relating to such events.
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5.4 Purchase of other services, such as delivery, installation, training or consultancy, during the License Term, shall be separately agreed upon. Information on such services, their content, and availability, as well as the applicable terms and conditions, are provided by Vantif LLC and its Authorized Distributors.
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6.1 The Software may contain or be provided with components subject to the terms and conditions of ‘open source’ software licenses (“Open Source Software”). To the extent applicable, Vantif LLC will, upon Your written request, identify such Open Source Software included in the Software. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this EULA with respect to such Open Source Software, including, without limitation, any provisions governing access to the source code, modification or reverse engineering.
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8.2 In connection with the Audit, You shall grant Vantif LLC, its Authorized Distributor or an appointed external auditor reasonable assistance and cooperation and such access to premises, systems, and materials as necessary to determine Your and the Authorized Affiliates’ and Professional Consultants’ compliance with this EULA.
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8.5 You shall keep, and require that any Authorized Affiliates and Professional Consultants keep, accurate accounts, documents, and records in sufficient detail to enable Vantif LLC to effectively exercise its rights under this Clause 8.
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10.3 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN CLAUSE 10.2, THE SOFTWARE IS PROVIDED “AS IS”. NEITHER VANTIF LLC NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES IN RELATION TO THE SOFTWARE OR THE DOCUMENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. IN PARTICULAR, VANTIF LLC DOES NOT WARRANT THAT THE SOFTWARE WILL: (A) BE SUITABLE FOR THE USE INTENDED BY YOU; (B) OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, OR THAT VANTIF LLC OR ANY THIRD PARTY WILL CORRECT ANY ERRORS, OR RESOLVE ANY SUPPORT REQUESTS RELATING TO THE SOFTWARE; (C) INTERACT WITH SOFTWARE PRODUCTS OTHER THAN THOSE SPECIFIED IN THE DOCUMENTATION; OR (D) OPERATE WITH HARDWARE OR HARDWARE CONFIGURATIONS OTHER THAN MEETING THE MINIMUM REQUIREMENTS SET FORTH IN THE DOCUMENTATION.
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12.1 Your License under this EULA becomes effective upon Your acceptance of this EULA and Your payment of the License Fees. This EULA and the License granted hereunder shall remain in force until the expiry of the License Term , unless terminated earlier in accordance with this Clause 12.
12.2 Unless otherwise specified in the relevant Order Form, the initial License Term and Subscription Period of “recurring” subscription-based Licenses, such as usage-based Licenses or Partner Licenses as well as any agreed Maintenance Services, shall expire at the end of the ongoing calendar year, after which the Subscription Period shall automatically renew for subsequent periods of a year at Vantif LLC’s then-current prices, unless either Party gives the other Party written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Period or unless the EULA is terminated in accordance with this Clause 12.
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13.1 Each Party undertakes to the other Party to keep confidential all Confidential Information that it has obtained or received as a result of entering into this EULA, and not to disclose such Confidential Information except on a strictly need-to-know basis to its employees, agents and subcontractors and those of Authorized Affiliates and Professional Consultants. The foregoing obligation shall not apply in respect of Confidential Information that is:
a) already in the possession of a Party other than as a result of a breach of this Clause 13.1; , or
b) in the public domain other than as a result of a breach of this Clause 13.1.
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13.12 Any notice, request, instruction or other document documents to be given here under hereunder shall be delivered or sent by pre-paid post, by fax, or other electronic means to the address of the receiving Party, and any such notice or other document shall be deemed to have been served, if delivered by courier, at the time of delivery, or, if sent by mail, two (2) days after dispatch. Any notice or other document sent by fax transmission or other electronic means is deemed delivered upon receipt by the sender of an electronic acknowledgment.
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14.1 Background and Purpose
These Special Terms and Conditions for Partner License included in Clause 14 of this EULA (“Partner Terms”) govern the terms applicable to Your possible membership in Vantif LLC’s Partner Program, the related Partner License and Your development of Content and Localizations for the product for third party use (as referred to under Clause 4.4 above). These Partner Terms supplement the other terms and conditions of this EULA, which shall remain in full force and effect with respect to Partner Licenses unless other others expressly set out in these Partner Terms.
14.2 Definitions
In addition to the definitions in Clause 1 of the EULA, the following definitions are applied:
‘Annual Fee’ means the fee to be paid by You in consideration of the right to make product modifications, add Content and Localization files and supply and for the Vantif LLC Partner Services provided;
‘Essential Licensee Patents’ shall mean patent claims that, in the absence of a license, are necessarily and unavoidably infringed (on technical, but not on commercial grounds) by use of the Interface by Vantif LLC or a member of Vantif LLC’s Partner Program;
‘Interface’ or ‘Open API’ means the technology that enables the Applications to interact with the GetPixit software.
‘Vantif LLC Partner Services’ means the services to be provided by Vantif LLC in accordance with these Partner Terms and subject to payment by You of the Annual Fee;
‘Site’ means either the Internet site made available by You for the purpose of downloading GetPixit Content , or the GetPixit online service;
‘Third Party Licensee’ shall mean any third parties licensed to use the Interface for development, use and distribution of Content or localizations pursuant to a Partner Program agreement with Vantif LLC.
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14.6 Exclusion and Limitation of Liability
FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET OUT UNDER CLAUSE 11 OF THE EULA SHALL BE APPLIED ALSO UNDER THESE PARTNER TERMS. VANTIF LLC’S MAXIMUM MONETARY LIABILITY UNDER THESE PARTNER TERMS SHALL, IN ANY EVENT, BE LIMITED TO, AND SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE ANNUAL FEE. THIS CLAUSE 14.6 SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
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