Vertabase 4.5

EULA - End User License Agreement

NOTICE
Please keep in mind that this Demo Vertabase system is a publicly accessible system. This system does not grant the user any privacy, so please do not put any confidential information into the system. Inappropriate or offensive information is restricted in any form. Please keep in mind that you use this system at you own risk and we do not make any guarantees. We are not responsible in any way for the data posted on this system and we reserve the right to wipe clean the data from time to time at our sole discretion. This system is solely for evaluation purposes only and should not be considered a substitute for the purchased version of Vertabase Pro.

IMPORTANT-READ CAREFULLY: This Standpipe Studios End-User License Agreement ("EULA") is a legal agreement between you, a single entity (hereinafter, "you" or "your"), and Standpipe Studios, LLC, a Michigan limited liability company, whose address is 26240 Raine, Oak Park, Michigan 48237 dba Vertabase ("Vertabase") for the trial use of the publicly accessible sandbox version of the Vertabase(R) Pro software application accompanying this EULA, which includes the computer software, all customization and modules added thereto, and may include associated media, printed materials, and "online" or electronic documentation, videos or other media made available specifically to you (the "SOFTWARE PRODUCT"). By clicking "I AGREE" and/or using the SOFTWARE PRODUCT, you are representing that you are authorized to enter into this EULA and that you agree to be bound by all terms of this EULA. If you do not agree to all terms of this EULA, or if you do not have authority to agree to the terms of this EULA, do not click "I AGREE", and do not use the SOFTWARE PRODUCT. If you would like a copy of this EULA sent to you, please send your email address to contact@vertabase.com with the subject line "request a EULA."
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

(1) GRANT OF LICENSE. This EULA grants you the limited, non-exclusive and non-transferable right to access and use the SOFTWARE PRODUCT for evaluation purposes only, and in accordance with the other rules and limitations set forth in the NOTICE executed prior to, and associated with this EULA. This EULA specifically does not include the right for you to install or store the SOFTWARE PRODUCT on any storage device or devices, or a network server other than those owned, controlled, operated, and specifically authorized in writing by Vertabase. In the event of a breach of this EULA by any of the individual users of the SOFTWARE PRODUCT, if you are not solely liable for such breach, you shall be jointly and severally liable for any and all damages and costs associated with such breach, regardless of your knowledge of the breach, intent of the breaching individual, or the employment status of the individual.

(2) TERMINATION. Vertabase will terminate your use of the SOFTWARE PRODUCT from time to time at its sole discretion.

(3) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Not for Resale. You may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.
Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, de-compile, translate, disassemble, modify, or create derivative works of, or create modules for, the SOFTWARE PRODUCT, or any portion thereof, except and only to the extent that such activity is expressly compelled or permitted by applicable law.
Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts and functionalities may not be separated.
Rental. You may not rent, lease, exchange, distribute, sublicense or lend the SOFTWARE PRODUCT.
Support Services. Should you use any customer support or help services, any technical or personal information you provide to Vertabase as part of the Support Services, may be used by Vertabase for its business purposes, including for product support and development, marketing and sales.
Storage of Data. Data stored on the SOFTWARE PRODUCT should not be considered secure or private. Data stored on the SOFTWARE PRODUCT will be completely erased from time to time, at Vertabase''s sole discretion and without notice to you. You shall have the sole responsibility and liability with respect to the storage and/or maintenance of your data and all other information you choose to use or store in the SOFTWARE PRODUCT. You may not store, use, create, distribute, move, process, or make available any data of an illegal, offensive or inappropriate nature on the SOFTWARE PRODUCT.
Indemnification. You shall release, hold harmless and indemnify Vertabase, its owners, employees, vendors and contractors, for any and all claims, damages, injuries, or lawsuits, including actual attorneys'' fees and costs, which arise from, are derived from, or are connected directly or indirectly to this EULA, the associated NOTICE, the SOFTWARE PRODUCT, or use thereof.
Termination. Without prejudice to any other rights herein, in law, or in the NOTICE, Vertabase may terminate this EULA and your use of the SOFTWARE PRODUCT at any time.
Vertabase''s Access. You hereby acknowledge, authorize and agree that Vertabase, its employees, agents and/or sub-contractors, may access the SOFTWARE PRODUCT, the server on which you access the SOFTWARE PRODUCT, and the projects and data you enter into the SOFTWARE PRODUCT, for the purpose of providing technical support, research, sales and marketing opportunities and ensuring your compliance with this EULA.

(4) TITLE AND PROPERTY RIGHTS. All title and intellectual property rights 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, websites or other electronic media or materials related to the SOFTWARE PRODUCT, and any copies of the SOFTWARE PRODUCT are owned by Vertabase or its suppliers. The SOFTWARE PRODUCT is protected by intellectual property laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other protected intellectual property. You may not copy the printed, electronic or online materials accompanying the SOFTWARE PRODUCT.

(5) U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Standpipe Studios, LLC, 26240 Raine, Oak Park, Michigan 48237 U.S.A.

(6) EXPORT NOTICE AND USE BY FOREIGN NATIONALS. You may not export or re-export the SOFTWARE PRODUCT in any form without the appropriate United States and foreign government licenses, permits or other required documentation. If any such licenses, permits or other documentation are required, you shall be solely responsible for obtaining them at your own cost prior to exporting or re-exporting the SOFTWARE PRODUCT. You are responsible for maintaining the security of the environment in which the SOFTWARE PRODUCT is used.

You may not use the SOFTWARE PRODUCT if you are a national of, resident of or corporation in (i) Cuba, Libya, Sudan, North Korea, Iran, Syria or any other country to which the United States 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 Denial Orders.

None of the SOFTWARE PRODUCT or underlying information or technology may be exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, Sudan, North Korea, Iran, Syria or any other country to which the United States 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 Denial Orders. By using the SOFTWARE, you are agreeing to the foregoing and 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. In addition, you are responsible for complying with any local laws, rules or regulations of your jurisdiction, or any jurisdiction in which you may use or access the SOFTWARE PRODUCT, that may impact your right to import, export or use the SOFTWARE PRODUCT. You shall be responsible and liable for any forms, filings, licenses and taxation relating to the performance by Vertabase of its obligations under this EULA whenever and wherever created or imposed and without prejudice to the generality of the foregoing, which includes without limitation, profits tax, provisional profits tax, interest tax, property tax, capital duty, stamp duty, rates, customs and excise duties and generally any tax, duty, impost, levy, license or rate of any kind arising from Vertabase''s performance of its obligations under this EULA. In the event Vertabase shall become liable for any such payments, filings, licenses or obligations, Vertabase shall notify you of your obligations in writing or by electronic mail, and you shall comply by making all such payments or fulfilling such obligations within 5 business days or at such other time as is mutually agreed by the parties.

(7) MISCELLANEOUS. This EULA, and any action related to this EULA, shall be governed by the laws of the State of Michigan, without regard to its conflict of laws principles. The parties hereby submit to, and all disputes concerning or arising out of this EULA must be submitted to, the jurisdiction of the courts having jurisdiction over agreements among Michigan residents entered into and to be performed entirely within Oakland County, Michigan. The parties agree that this EULA, the associated NOTICE, any documents mentioned in either of those two documents, any documentation concerning the customization of the SOFTWARE PRODUCT (if any), and any subsequent agreements accepted by the parties constitute the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. If any provision or provisions of this EULA are held to be unenforceable, this EULA will continue in full force and effect without said provision. Should you have any questions concerning this EULA, or if you desire to contact Vertabase for any reason, please contact a Vertabase sales representative, or write to Vertabase at 26240 Raine, Oak Park, Michigan 48237 U.S.A.

(8) NO WARRANTY. Vertabase makes no warranty as to the usability of, merchantability of or suitability for any purpose of the SOFTWARE PRODUCT. You agree to use the SOFTWARE PRODUCT "as is" and accept all liability for your use of the SOFTWARE PRODUCT. Vertabase makes no representations as to the usability, up-time, performance, merchantability or suitability for any purpose at all of the SOFTWARE PRODUCT. The SOFTWARE PRODUCT you are using here is strictly a test system. Data put into the system is not protected and you use the system at your own risk.

(9) YOUR REMEDIES. You have no remedies as to your use of the SOFTWARE PRODUCT in any way.

NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTABASE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. VERTABASE AND ITS SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONALITY OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SUCH SERVICE, THIRD PARTY SOFTWARE, HARDWARE OR THE SERVER(S) THAT MAKE(S) THE SOFTWARE PRODUCT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS WARRANTY GIVES YOU NO SPECIFIC LEGAL RIGHTS.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTABASE, ITS AGENTS, EMPLOYEES, OWNERS, OFFICERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,DIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF INCOME, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF VERTABASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, VERTABASE''S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE LESSER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $1.00 (one dollar); PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A VERTABASE SUPPORT SERVICES AGREEMENT OR AN AGREEMENT CONCERNING MODIFICATIONS TO THE SOFTWARE PRODUCT, VERTABASE''S ENTIRE LIABILITY REGARDING THOSE SERVICES AND PRODUCTS SHALL BE GOVERNED BY THE TERMS OF THOSE AGREEMENTS. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(10) The terms of this EULA may be changed from time to time at Vertabase''s sole discretion. Changes to the EULA will accessible via the same way as or a similar way as to how you accessed this EULA; alternatively, you may email Vertabase at contact (at) Vertabase.com to inquire as to any changes to this EULA.