ver. 1.0

BY CLICKING THE “I ACCEPT” BOX OR INSTALLING, DOWNLOADING OR OTHERWISE USING THIS SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, YOU, ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY (“LICENSEE”) AGREE TO ALL THE TERMS OF THIS /DB LICENSE TERMS & CONDITIONS (THE “AGREEMENT”) REGARDING YOUR USE OF THE SOFTWARE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THE LICENSEE TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT SELECT THE “I ACCEPT” BOX AND DO NOT INSTALL, DOWNLOAD OR OTHERWISE USE THE SOFTWARE.

  1. License Grant.  Subject to the terms and conditions of this Agreement and as of the execution of the relevant Order Form, VT Enterprise LLC grants you (“Client”), a time-limited as set forth in a relevant Order Form, non-exclusive, and non-transferable right to use for its internal purposes the /db (SlashDB) database access software provided by VT Enterprise LLC (“Software”) on as many instances of the Software running on one (1) operating system as set out in the relevant Order Form (Each operating system instance may be running directly on physical hardware, in a virtual machine, or on a cloud server) (“Licensed Server”) and benefit from corresponding Services.
  2. Restrictions.  VT Enterprise LLC and its licensors presently own and will continue to own all worldwide right, title, and interest in and to the Software and all worldwide Intellectual Property Rights therein, whether or not the Software, in whole or in part, are incorporated in or combined with any other product.  Client will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of VT Enterprise LLC and its licensors appearing on the Software and/or any other VT Enterprise LLC products as delivered to Client.  Client will reproduce such notices on all authorized copies it makes of the Software.  The Client has no right to transfer, sublease, license or otherwise distribute any and all of the Software to any third party.  The Client may not:  (a) modify, disassemble, decompile or reverse engineer the object code of the any and all of the Software nor permit any third party to do so; (b) copy the Software, except for a reasonable number of backup copies; or (c) use such Software in any manner to provide service bureau, time-sharing or other computer services to third parties (c) make available to any third party the functionality of the Software or any license keys used in connection with the Software; (d) publically display or communicate the results of internal performance testing or other benchmarking or performance evaluation of the Software; or (j) export the Software in violation of U.S. Department of Commerce export administration rules or any other export laws or regulations.  Client’s rights in the Software will be limited to those expressly granted in this Section 1 and 2.  VT Enterprise LLC reserves all rights and licenses in and to any and all of its products not expressly granted to the Client under this Agreement. Notwithstanding any provision to the contrary, Client shall fully indemnify VT Enterprise LLC for its violation of this clause and Intellectual Property Rights.
  3. Requirements.  The Parties acknowledge that successful implementation and use of the Products depend upon the Client’s provision or use of an appropriate technical environment such other hardware or software as VT Enterprise LLC may reasonably recommend from time to time. VT Enterprise LLC may assist Client in providing the technical requirements at Client’s expenses.
  4. Proprietary Rights.  “Intellectual Property Rights” shall mean all intellectual property rights worldwide arising under statutory or common law of VT Enterprise LLC or licensors, and whether or not perfected, including without limitation all: (i) patents, patent applications and patent rights; (ii) rights associated with works of authorship including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications, mask work registrations; (iii) rights relating to the trademarks, service marks, designs, utility models; (iv) rights relating to the protection of trade secrets, know-how and confidential information; (v) any other proprietary rights relating to intangible property, such as any good-will acquired or generated; and (vi) divisions, continuations, renewals, re-issues and extensions of the foregoing (as and to the extent possible) now existing, hereafter filed, issued or acquired.  The Software may include third party open source software components. If Licensee is the United States Government or any contractor thereof, this Product is a “commercial component,” as this term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “computer software documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable, and all as amended from time to time.  Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire this product only with those rights set forth in this agreement accompanying this product.
  5. Support.  Support may be provided by VT Enterprise in a relevant Order Form.  Where support is provided, VT Enterprise LLC will provide Licensee with: (a) periodic Software updates to correct known bugs and errors; and (b) access to, and use of, the VT Enterprise LLC support provided by email. Licensee must have Licensed Servers at the same level of Support Services for all instances in a production deployment running the Software.  Licensee must also have Licensed Servers at the same level of Support Services for all instances in a development and test environment running the Software, although these Support Services may be at a different level than the production Licensed Servers. VT Enterprise LLC may, at its discretion, modify, suspend or terminate support at any time upon notice to Licensee.
  6. Records Retention and Audit.  Licensee shall maintain complete and accurate records to permit VT Enterprise LLC to verify the number of Licensed Servers used by Licensee hereunder. Upon VT Enterprise LLC’s written request, Licensee shall: (a) provide VT Enterprise LLC with such records within ten (10) days; and (b) will furnish VT Enterprise LLC with a certification signed by an officer of Licensee verifying that the Software is being used pursuant to the terms of this Agreement. Upon at least thirty (30) days prior written notice, VT Enterprise LLC or third party designated by VT Enterprise LLC may audit Licensee’s use of the Software to ensure that Licensee is in compliance with the terms of this Agreement. Any such audit will be conducted during regular business hours at Licensee’s premises and will not unreasonably interfere with Licensee’s business activities. Licensee will provide VT Enterprise LLC with access to the relevant Licensee records and facilities. Failure to agree to an audit gives an automatic right for VT enterprise LLC to terminate this agreement for material breach by Client.  If an audit reveals that Licensee has used the Software in excess of the authorized Licensed Servers, then (i) VT Enterprise LLC will invoice Licensee, and Licensee will promptly pay VT Enterprise LLC, the applicable licensing fees for such excessive use of the Software, which fees will be based on VT Enterprise LLC’s price list in effect at the time the audit is completed; and (ii) Licensee will pay VT Enterprise LLC’s reasonable costs of conducting the audit.
  7. Confidentiality.  Licensee and VT Enterprise LLC will maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, the Software and any non-public technical and business information (“Confidential Information”). Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The terms of this Confidentiality section shall survive termination of this Agreement. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
  8. Disclaimer of Warranty.  THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. VT ENTREPRISE LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY ANY CLIENT, USER OR OTHERS FROM THE USE OF THE SOFTWARE, AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.  NOTWITHSTANDING ANY OTHER PROVISION, EXCEPT AS IMPOSED BY LAW, THE VT ENTREPRISE LLC SHALL NOT BE RESPONSIBLE FOR OR HAVE ANY LIABILITY FOR ANY INJURIES OR DAMAGES CAUSED BY THE SOFTWARE OR SERVICES, OR BY DELAYS OR INTERRUPTIONS RELATED TO SUCH, FROM WHATEVER CAUSE, AND SHALL NOT BE LIABLE FOR ANY AND ALL DAMAGES ARISING FROM THE USE OR PRESENCE OF THE SOFTWARE ON USER’S OR CLIENT’S PREMISES. USER OR CLIENT IS SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE DATA AND INFORMATION USED BY IT IN CONNECTION WITH THE SOFTWARE. VT ENTREPRISE LLC SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR THE SECURITY OR MAINTENANCE OF ANY DATA INPUT BY CLIENT OR ANY PARTY USING THE SOFTWARE.
  9. Agreement Term and Termination.  The term of this Agreement shall begin upon your acceptance if its terms (“Effective Date”) and will continue until the Expiration Date as defined in the relevant Order Form or until terminated by the parties, whichever comes first. VT Enterprise LLC may terminate this Agreement if Licensee materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for ten (10) days following written notice of the breach. Upon termination of this Agreement, Licensee will, at VT Enterprise LLC’s option, promptly return or destroy (and provide written certification of such destruction) the applicable Software and all copies and portions thereof, in all forms and types of media. The following sections will survive termination or expiration of this Agreement: Sections 2, 3, 6, 7, 8, 9, 10 and 11.
  10. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VT ENTREPRISE LLC, ITS EMPLOYEES AND AGENTS, OR ITS LICENSORS OR THEIR RESPECTIVE SUPPLIERS BE LIABLE, WHETHER LIABILITY IS BASED ON WARRANTY, CONTRACT, OR TORT (INCLUDING NEGLIGENCE), TO CLIENT, OR ANY THIRD PARTY FOR DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, DAMAGE TO OR REPLACEMENT OF PROGRAMS AND DATA) OR OTHER ECONOMIC HARDSHIP ARISING FROM THE SERVICES.
  11. Services.  VT Enterprise LLC may provide maintenance, deployment, training or consulting services on the Software (“Services”). Such Services shall be provided on a best commercial efforts basis on the specific terms defined in a relevant Order Form.  Re-performance of the Services shall be Client’s only remedy should Client not be satisfied with performance of the Services.
  12. Payment Terms.  Payment terms for the Software, Support and Services shall be defined in the relevant Order Form.
  13. Force majeure.  VT Enterprise LLC shall not be liable for any delay or failure in performance due to causes beyond its reasonable control.
  14. Communications.  Both parties shall issue a press release following the implementation of this Agreement the terms of which shall be agreed upon by both parties.  Neither party will, without the other party’s prior written consent, make any other news release, public announcement, denial or confirmation of this Agreement, its value, or its terms and conditions, or in any manner advertise or publish the fact of this Agreement. Notwithstanding the above, VT Enterprise LLC may use Licensee’s name and logo, consistent with Licensee’s trademark policies, on customer lists so long as such use in no way promotes either endorsement or approval of VT Enterprise LLC or any VT Enterprise LLC products or services.
  15. Assignment. Licensee may not assign this Agreement, in whole or in part, by operation of law or otherwise, without VT Enterprise LLC’s prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
  16. Severability.  If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
  17. Waivers.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. All waivers or changes to this Agreement must be in writing and signed by both parties.
  18. Notices.  All notices permitted or required under this Agreement shall be in writing and shall be delivered in person, by confirmed facsimile, overnight courier service or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified above or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.
  19. Governing law and jurisdiction.  This Agreement shall be governed by the laws of New York, U.S.A., excluding its conflicts of law rules.  The parties expressly agree that the UN Convention for the International Sale of Goods does not apply herein. Any legal action or proceeding arising under this Agreement will be brought exclusively in a court of competent jurisdiction in Manhattan County, New York and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
  20. Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. To the extent there is a conflict between this Agreement and the terms of any “shrinkwrap” or “clickwrap” license included in any package, media, or electronic version of VT Enterprise LLC-furnished software, the terms and conditions of this Agreement will control. Each of the parties has caused this Agreement to be executed by its duly authorized representatives as of the Effective Date. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
  21. Independent contractors.  The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
  22. No third party beneficiary.  The parties expressly agree that no provision of this Agreement is intended, nor shall any be interpreted, to provide or create any beneficiary rights or any other rights of any kind in any client, customer, shareholder, supplier, insurer, or partner of any party or any other third party.