IMPORTANT, READ CAREFULLY: THIS zveloDB AND/OR zveloDB SDK LIBRARIES END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY, IDENTIFIED HEREIN AS "YOU" OR "YOUR") AND ZVELO, INC. ("ZVELO") FOR THE zveloDB AND/OR SDK LIBRARIES AND OTHER PROPRIETARY SOFTWARE REQUIRED FOR THE USE OF zveloDB ("zveloDB"). ZVELO IS WILLING TO GRANT YOU THE FOLLOWING LICENSE TO USE zveloDB ACCORDING TO THIS EULA ONLY ON THE CONDITION THAT YOU ACCEPT ALL TERMS IN THIS EULA. BY INSTALLING OR USING zveloDB YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND THAT YOU AGREE TO BE BOUND BYTHE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, ZVELO IS NOT WILLING TO LICENSE zveloDB TO YOU AND YOU ARE NOT AUTHORIZED TO USE zveloDB.
zveloDB is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution is subject to civil and criminal penalties.
1. Grant Of License. zvelo grants You the right to use zveloDB only in conjunction with approved web filtering application software provided by an authorized zvelo OEM partner.
2. Restrictions. You may not use, copy, modify, or transfer zveloDB or any copy thereof, in whole or in part, except as expressly provided in this EULA. You may not reverse engineer, disassemble, decompile, or translate zveloDB, or otherwise attempt to derive the source code of zveloDB, or authorize any third party to do any of the foregoing. You may not use results from zveloDB to extend or enhance other software or products, except as expressly provided by this EULA. Except as expressly permitted in this Section 2, any attempt to transfer any of the rights, duties or obligations hereunder is void. You may not rent, lease, loan, resell for profit, or distribute zveloDB, or any part thereof. You agree to comply with all applicable laws regarding the use of zveloDB.
3. Your Restrictions. You agree:
3.1. to make all payments due to the appropriate party for the use of zveloDB in a timely fashion;
3.2. to notify zvelo promptly by email at oemsupport@zvelo.com if You suspect unauthorized use of zveloDB and that You remain responsible for such unauthorized use;
3.3. not to assign, transfer, or delegate this EULA or Your rights or obligations under it without the prior written consent of zvelo and that any attempt to do such an assignment without prior written consent is void;
3.4. that You are responsible for the results obtained from Your use of zveloDB;
3.5. that You shall not use, retain, or store the the zveloDB or category results for other than the authorized purpose with an approved OEM Partner's web filtering application; and
3.6. that You are not a specifically designated individual or entity under any U.S. (or other) embargo or otherwise the subject, either directly or indirectly, to any order issued by any agency of the U.S. Government (or any other government) limiting, barring, revoking or denying, in whole or in part, Your export privileges and that You will notify Us immediately in the event You become subject to any such order;
4. Renewal and Termination.
4.1. Without prejudice to any other rights, this EULA will terminate immediately without notice if you fail to comply with the terms and conditions of this EULA. Upon notice of termination, you agree to discontinue use and return or destroy all copies of zveloDB.
5. Ownership. The zveloDB is licensed, not sold, to you for use only under the terms of this EULA, and zvelo reserves all rights not expressly granted to you. As between the parties, all title and copyrights in and to zveloDB and any copies thereof are owned by zvelo or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of zveloDB is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.
6. U.S. Government Restricted Rights zveloDB is 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.
7. Export Restrictions. You agree that you will not export or re-export the zveloDB to any country, person, entity or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Libya, North Korea, and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.
8. NO WARRANTY. zveloDB IS PROVIDED TO YOU "AS IS" AND ANY USE OF zveloDB IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZVELO AND ITS OEM PARTNERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZVELO OR ITS OEM PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE zveloDB, EVEN IF ZVELO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY. ZVELO'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS EULA SHALL NOT EXCEED THE AMOUNT RECEIVED BY ZVELO FROM YOU UNDER THIS AGREEMENT.
11. Miscellaneous. This EULA is governed by the laws of the State of Colorado, in the United States of America, without regard to or application of conflicts of law rules or principles. The Federal and State Courts located in Arapahoe County shall have sole jurisdiction over any disputes arising hereunder and the parties hereby submit to the personal jurisdiction of such courts. If any provision of this EULA is held to be unenforceable, that provision will be removed to the minimum extent necessary and the remaining provisions will remain in full force. In the event any proceeding or lawsuit is brought by zvelo or you in connection with this EULA, the prevailing party in such proceeding or lawsuit shall be entitled to receive its costs, expert witness fees and reasonable attorney's fees, including costs and fees on appeal. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this EULA nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of zvelo. Any assignment in derogation of the foregoing shall be null and void. This EULA is the complete and exclusive statement of the agreement between zvelo and you which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this EULA. This EULA shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives. Should you have any questions concerning this EULA, or if you desire to contact zvelo for any reason, please write:
zvelo, Inc.
5575 DTC Parkway
Greenwood Village, CO 80111.
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