Velociton LLC

Popular Software License Agreement


VELOCITON LLC ("VELOCITON") IS WILLING TO LICENSE THE VELOCITON SOFTWARE AND GRANT USAGE RIGHTS TO THE VELOCITON SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY SELECTING "YES, I ACCEPT", YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN VELOCITON IS UNWILLING TO LICENSE THE VELOCITON SOFTWARE AND YOU WILL NOT HAVE ANY RIGHTS TO THE VELOCITON SERVICES.

1. General: This Agreement governs the licensing of the computer program and accompanying documentation referred to as "Popular" (the "Software") and the terms of use for the services that provide, store, and retrieve data used by the Software (the "Services"). If You are not acting on behalf of Yourself as an individual, then "You" means Your company or organization. The Software accompanying this License is licensed, not sold, to You by Velociton for use only under the terms of this License. Velociton reserves all rights not expressly granted to You. You have no right to use the Software or access the Services if You are an individual (not a company, corporation, or other legal entity) under eighteen (18) years of age, if You are in a jurisdiction where this Agreement is prohibited by law, or if You are unable, for any reason, to enter into a legally binding contract.

2. Services: The Velociton Services are utilized to transfer and store data used by the Software. You are granted non-exclusive rights to access the Services, but You may only access the Services using the Software accompanying this Agreement. Any attempt to access the Services using any method other than with the Software accompanying this Agreement is strictly prohibited. Velociton may alter, suspend, or terminate the Services at any time without any notice or liability. Velociton may also, for any reason and without notice, terminate or limit access to You, at any time. Any fees paid in order to use the Software or access the Services are non-refundable and non-cancelable. You are responsible for all of Your interaction with the Services.

3. Licensing: You are granted non-exclusive rights to install and use the Software on one or more devices owned by You. You may make one copy the Software for archival purposes, provided that the copy must contain the original Software's proprietary notices in unaltered form. This license does not allow You to use the Software on any device that You do not own or control, and You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not sell, redistribute, lease, or sublicense the Software.

4. Restrictions: You may not: (i) permit others to use the Software or Services, except as expressly provided herein; (ii) modify or translate the Software or Services; (iii) reverse engineer, decompile, or disassemble the Software or Services, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Software or Services; (v) merge the Software or Services with another product; (vi) copy the Software, except as expressly provided in section 3 (Licensing); (vii) remove or obscure any proprietary rights notices or labels on the Software or Services; (viii) use the Software or Services to engage in any kind of illegal activity; (ix) attempt to access the Services using identification information that is not Your own; (x) falsify any data that is submitted to the Services; (xi) attempt to disable or circumvent any security mechanism used by the Software or Services; or (xii) in any away attempt to interfere or disrupt the Services or the servers and networks that the Services operate within.

5. Access Requirements: The Software and Services may require third party services and hardware such as Internet access and a mobile phone to function. You acknowledge and agree that You are responsible for obtaining, and for the cost of obtaining and maintaining, such services as well as any hardware required by those services, and that Velociton is not liable for any charges You may incur from the use of the Software or Services, including, but not limited to, airtime, data, and messaging charges as well as any hardware purchase or lease costs.

6. Consent To Collection and Use of Data: You agree that Velociton: (i) may collect and use technical data and other information including, but not limited to, information about Your device, system, application software, usage, and peripherals that is gathered from time to time; (ii) may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You; (iii) may collect personally identifiable information in order to provide You with the Services, and that any data You submit to Velociton is accurate and up to date; (iv) may, if You decide to submit personally identifiable information, associate that personally identifiable information with any non-personally identifiable information that has been or will be collected; and (v) is not liable for any loss of data, and that Velociton makes no guarantee of privacy, confidentiality, or security of any data transmitted to or from Velociton. You agree to the use of Your data as described in, and that You have read, Velociton's Privacy Policy, which is an essential part of this Agreement.

7. Transfers: You may not transfer the Software or any rights under this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.

8. Termination: This license is effective until terminated. In the event You fail to comply with the terms of this license, Your rights under this license will terminate automatically and without notice to You. Your use of the Software and Services for any purpose after the termination of the license is not authorized. Upon termination of the license, the Software may automatically disable itself and access to the Services may be terminated. Immediately upon termination of this license for any reason, You shall cease all access of the Services and use of the Software and shall destroy all copies, full or partial, of the Software and documentation.

9. Ownership: Velociton owns the Software and Services and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software and Services' design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.

10. Third Party Services: The Software may enable access to third-party services (services not owned by Velociton and separate from those mentioned in section 2 ("Services")) and websites that may require You to accept additional terms of service or license agreements. By using these other services and websites, You acknowledge and agree that Velociton is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such third-party services or websites. Velociton, its suppliers, and its Resellers, do not warrant or endorse and do not assume any liability or responsibility to You or any other person for any such third party websites or services.

11. Warranty Disclaimer: VELOCITON PROVIDES THE SOFTWARE AND SERVICES "AS-IS" AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. VELOCITON AND ALL OF ITS SUPPLIERS, RESELLERS, AND LICENSORS DISCLAIM ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. VELOCITON AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, THAT THE SOFTWARE AND SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED, OR THAT ANY DEFECTS IN THE SOFTWARE AND SERVICES WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE AND SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VELOCITON SHALL CREATE A WARRANTY. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE OR SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

12. Limitation of Liability: INDEPENDENT OF THE FOREGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, STRICT PRODUCTS LIABILITY, OR OTHERWISE, SHALL VELOCITON, ITS SUPPLIERS, OR ANY OF ITS RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR PERSONAL INJURY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE, COMPUTER OR DEVICE MALFUNCTION, DATA LOSS, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF VELOCITON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO LIABILITY EXCEPT WHERE PROHIBITED BY APPLICABLE LAW. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VELOCITON'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE.

13. Indemnity: You agree to indemnify and hold harmless Velociton LLC, its officers, directors, employees, subsidiaries, affiliates, agents, contractors and licensors from any claim or demand arising out of Your use of the Software or Services, Your violation of this Agreement, or Your infringement of any right of any person or entity, inclusive of all costs, expenses, and attorneys' fees.

14. Export Controls: You agree to comply with all export laws, restrictions, and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to Your export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Burma, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the Specially Designated Nationals and Blocked Persons list (compiled by the U.S. Treasury Department) or the Denied Persons List (compiled by the U.S. Commerce Department).

15. U.S. Government End-Users: The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

16. Governing Language: This Agreement is written in English, and English is its controlling language. The English version of this Agreement shall govern in the event of a dispute between the English and any non-English versions.

17. Severability: If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the lack of enforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

18. Foreign Law: Velociton has no obligation to make the Software or Services available in any language other than English or in any specific country. If You are located outside the U.S., then the following provisions shall apply: (i) You confirm that the Software, the Services, this Agreement, and all related documentation are and will be in the English language; and (ii) You are responsible for complying with any local laws in Your jurisdiction which might impact Your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

19. Jurisdiction And Venue: The courts of Fairfax County in the Commonwealth of Virginia, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings under this Agreement. This Agreement shall be construed under the laws of the Commonwealth of Virginia, USA, excluding its rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

21. Miscellaneous: The failure of Velociton to exercise any right or legal remedy provided for within this Agreement shall not be deemed a waiver of any right or legal remedy. This Software License Agreement constitutes the entire agreement between You and Velociton with respect to the subject matter of this Agreement and replaces all prior communications, representations, and agreements. No agency, partnership, joint venture, franchise, or employer/employee relationship is created as a result of this Agreement, and You are not granted any rights that may be used to bind Velociton in any way. Any modification or amendment to this Agreement must be in writing and signed by Velociton in order to be binding.

Last Updated: 02/27/2010