VELARO INCORPORATED ONLINE SOFTWARE LICENSE AGREEMENT
IF YOU AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT ("LICENSE"), AND YOU ARE ACCEPTING ON BEHALF OF YOUR COMPANY OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL BINDING AUTHORITY TO THE COMPANY OR APPLICABLE ENTITY. IF YOU DO NOT HAVE LEGAL BINDING AUTHORITY, CLICK THE “I DO NOT ACCEPT” BUTTON BELOW. THIS LICENSE AGREEMENT IS EFFECTIVE AS OF THE DATE YOU CLICK THE “I ACCEPT” BUTTON BELOW.
1. License. If you accept this License, Velaro hereby licenses to you one electronic copy of the computer program you are about to install, or services accessed via a web browser, and related documentation (the "Software") for each user license purchased. Velaro retains all right, title and interest in and to the Software. The Software and all parts thereof are the subject matter of various proprietary rights, including without limitation copyrights, trade secrets, patents and other similar intellectual and industrial property rights ("Proprietary Rights"). This License permits you to use the Software and to make copies and install the Software as necessary in unmodified form for your internal use of the Software in accordance with this Agreement. You may not, however, sell or derive any profit from such distribution or installation. No license, right or interest in any trademark, trade name or service mark of Velaro or any third party is granted under this License. You acknowledge that this License in no way shall be construed to provide an express or implied license to use, modify or improve any of the content of the Software, including without limitation, or any works, inventions, discoveries, technology or other items which are the subject matter of Velaro's Proprietary Rights or otherwise to use or exploit the Software or the Proprietary Rights in any matter not expressly permitted herein.
2. Restrictions. You may not attempt to create or derive any of the source code or other technology or data within the Software by disassembly, reverse engineering or any other method, or otherwise reduce the Software to a human-perceivable form. You may not modify or translate any part of the Software. You may not use, disclose, distribute, in whole or in part, nor rent, lease or lend the Software without the prior written authorization of Velaro. You agree to provide notice to Velaro immediately after learning of or having reason to suspect a breach of any of the provisions set forth in this License.
3. Termination and Term. This Agreement shall become effective upon your indication of acceptance by electronically indicating acceptance and installing the Software (“Effective Date”). You may terminate this Agreement within 10 days of the Effective date if you disagree with the terms of this Agreement. This Agreement shall remain in effect for a period of one year after the Effective date. Thereafter, it shall be automatically extended for additional one-year terms unless earlier terminated by either party upon not less than thirty (30) days prior written notice to the other. If you terminate the Agreement other than for cause as defined below before the end of a Term then at the time of termination you agree to pay all remaining monies owed for entire remaining period of the contract term.
As long as you have made timely payments and are not in breach of the Agreement, you may terminate for cause if Velaro fails to perform its duties under the Agreement within 30 days of your notice to Velaro that it is in breach of a material term. Velaro may terminate this Agreement for cause if you fail to make timely payments within 10 days of notice of delinquency by Velaro. Velaro may also disable the Software temporarily in the case of nonpayment, which shall not be considered a termination by Velaro. Charges will still accrue even if your service is temporarily suspended for non-payment. Velaro may also terminate this Agreement if you fail to comply with your duties under the Agreement within 30 days of notice to you that you are in breach. Velaro may also terminate the Agreement immediately if you violate its intellectual property rights or seek bankruptcy protection or similar relief from creditors, or if bankruptcy proceedings are imminent or initiated by any other party. In any termination for cause, all payments owed shall be immediately due and payable.
Upon termination, you must destroy (or permanently uninstall) all copies of the Software and remove all Velaro related HTML, Java script(s), and web code inclusions of any type (i.e. IFRAME, etc.) relating to Velaro entirely from all applicable websites.
4. Disclaimer of Warranties.
5. Velaro’s total cumulative liability in connection with this Agreement and the Software, whether in contract or tort or otherwise, will not exceed the amount of License Fees paid to Velaro for the most recent one-year period prior to the event giving rise to such liability.
6. Controlling Law and Interpretation. This License shall be governed by and construed in accordance with the substantive laws of the State of Maryland, notwithstanding the conflicts of law provisions of that state or any other jurisdiction. All disputes arising out of this license shall be subject to the exclusive jurisdiction of federal and state courts located in Howard County, Maryland. If any part of this Agreement is deemed unenforceable for any reason, that provision and the remainder of the Agreement shall be interpreted to the greatest extent allowable by law to give the provision and the Agreement as a whole the fullest effect intended under the law.
7. Price and Payment. This section is relevant for any Client not currently utilizing the free 10 day trial. Any usage outside the 10 free days will constitute customer as a subscription Client. Client shall pay to Velaro yearly (or for payment period initially selected for on Velaro website as monthly payment options may have been offered at increased pricing), in advance, the set license fees pursuant to this Agreement. Although your elected billing period may have been yearly or monthly, all subscription term lengths are recurring yearly as specified in the Termination and Term section. Client agrees and authorizes Velaro or its agent to automatically bill Client’s credit card on a continual basis each year (or Monthly if that option was elected and available), 3-5 days in advance prior to the original subscription start day of the first month of the next billing period, the set license fees pursuant to this Agreement. If the Agreement is in force on the 1st day of any billing period, Client’s credit card will be charged the then-applicable set license fees for such billing period. If you have questions about charges to an account, you should contact Velaro at firstname.lastname@example.org or by using the corporate headquarter address of 8174 Lark Brown Rd Suite 201, Elkridge MD 21075. All charges are considered valid unless Client disputes the charge in writing within 30 days of the billing date. No adjustments will be made for charges that are more than 30 days old.
Velaro may make arrangements to invoice Client monthly or yearly for agreements valued over $1,000 monthly, in advance, the set license fees pursuant to this Agreement. Failure of Velaro to issue any invoice or bill shall not relieve Client of the obligation to pay for any charge owed Velaro pursuant to this Agreement. If Velaro invoices Client for the monthly set license fees, Client shall pay all fees and other charges within fifteen (15) days of the date of each invoice unless other terms have been negotiated in advance and are clearly stated on the invoice. Invoices shall be dated no earlier than the first day of the month before the quarter for which the invoice applies. Provided that the invoice is timely received, in the event that Client fails to pay within fifteen (15) days of an Invoice, Velaro may levy a late payment charge computed at the rate of 1 1/2% per month on the outstanding balance due hereunder from any month or fraction thereof that such payment is in default. Client shall pay all sales, use, personal property, excise, license and franchise taxes as well as any other similar fees, charges or assessments which arise as a result of this Agreement or which may be imposed in connection with access to the Application. Velaro reserves the right to increase any charge to Client under this Agreement once each calendar year upon not less than thirty (30) days prior written notice to Client. Outside of Client initiated upgrades, each such increase shall be limited to five (5%). Client will not set-off or offset against Velaro’s invoices amounts that Client claims are due to it. Client will bring any claims or causes of action it may have in a separate action and waives any rights it may have to offset, set-off, or withhold payment for Application licenses delivered by Velaro.
Since each upgrade to user count, plan change or feature set will renew the yearly term commitment and billing cycle dates for the entire Agreement, any prorated unused credits due from the previous billing term will be applied as a credit toward the renewed Agreement balance that may be due. Discounts for upgrades are granted on a tiered schedule, thus the net per-user purchase pricing for purchases prior to any upgrade will remain unchanged. To receive volume pricing, upon each upgrade, Client must keep total of licenses, plan package or feature set for a period of one year before a downgrade is permitted. This requirement is not necessary if discounts are waived by customer. If minimum requirements were negotiated to obtain volume pricing and stated in invoice terms, then those agreed upon minimum requirements must be maintained upon renewal to continue receiving pricing incentives.
Unless the volume pricing or pricing discounts are renegotiated, discounts may expire after promotional period.
Additional overage charges may apply if using the optional Web Analytics beyond 10,000 pageviews in any given month. Web Analytics must be activated by the customer in the control panel if they are to be used and accept this agreement. Service order and commitment will renew automatically to prevent service disruption unless notifying Velaro 30 days prior to renewal date (next yearly payment). Any upgrades to account will renew yearly contract.
8. Velaro Technical Standard Support Service Level. Velaro will provide telephone technical support to Client’s Authorized Licensees from 9 a.m. to 8 p.m. Eastern Standard Time (EST), Monday-Friday (“Weekdays”) of each week of this Agreement. Velaro will provide on call support with one hour or less response time 24 hours per day if client subscribes and elected the premium support. In addition, Velaro will respond to any electronic mail queries within 24 hours of receipt by Velaro during regular business days.
Client acknowledges that Velaro does not agree to provide, and will not provide, any “help desk” assistance or similar user or technical support to Client’s customers with regard to the Application.
Client agrees that it will notify its customers that Velaro does not provide such support, and Client shall be solely responsible for all such support for the benefit of its customers.
Velaro has established set maintenance windows on Monday and Friday mornings between the hours of 2 a.m. and 6 a.m. EST (“Pre-established Maintenance Window”). During the Pre-established Maintenance Window, Velaro reserves the right to take down a Client’s server(s) in order to conduct routine maintenance checks to both software and hardware. If a Client’s server(s) will be down for more than two (2) minutes within the Pre-established Maintenance Window, Velaro will advise Client of such prior to any scheduled maintenance downtime. Velaro will not be responsible for damages or costs incurred by Client, if any, for scheduled down time during the Pre-established Maintenance Window. Velaro reserves the right to change the Pre-established Maintenance Window upon prior notice to Client.
9. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
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