User License Agreement
VELIXO USER LICENSE AGREEMENT
Last Updated: 11 October 2024
This User License Agreement (this “Agreement”) is a legal contract between you, as either an individual or a business entity, including licensed affiliated companies, and Velixo Solutions Inc. (“Velixo”).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING VELIXO’S PROPRIETARY SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND VELIXO CONCERNING THE SOFTWARE.
VELIXO SOFTWARE
Grant of License. Velixo hereby grants to you (“User”, “you”) a limited, nonexclusive, revocable license to display, perform, reproduce, and otherwise use the Software in machine-readable, object code form only as authorized in this Agreement.
Definitions. “User” means User’s employees, representatives, consultants, contractors or agents who are authorized to use the Software and have been supplied user identifications and passwords by User (or by Velixo at User’s request). “Software” means the Velixo excel add-in software for ERP reporting, budgeting & automation and any other online portal supporting the software to which User is being granted access under these terms, including the Velixo Technology, Content, Early Software, Trial Software and any product, service or license belonging to any third party that is part of the Software as well as any corrections and enhancements including fixes, patches, workarounds, updates, and upgrades to the Software made available to Users. “Velixo Technology” means all Velixo’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to User by Velixo in providing the Software. “Content” means the audio and visual information, documents, software, products and services contained in or made available via the Software, other than User Data. “User Data” means any data, information or material that you or your users, subscribers or partners may disclose or submit to Velixo or the Software while using the Software.
Scope of Use. You may make and use as many copies of the Software as your license allows. The Software may not be used on or distributed to a greater number of computers than you have licenses for. You may also use a reasonable number of copies of the Software for testing, offline archival purposes, and training on a non-production server. No other right or license to use or make copies of the software is granted or implied.
Limitations on Use. You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the Software; (iii) reverse engineer the Software; or (iv) access the Software in order to build a competitive product or service. Additionally, you shall not use the Software to: (i) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (ii) attempt to gain unauthorized access to the Software or its related systems or networks.
User’s Responsibilities. You shall: (i) notify Velixo immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Software; and (ii) report to Velixo immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of Software that becomes known or suspected by you or your users.
No Assignment of Rights. You may not sublicense, lease, rent, or lend your rights in the Software, as granted by this Agreement, to any third party other than licensed affiliate companies, without prior written consent of Velixo or authorized Velixo resellers.
Operating Environments. You acknowledge that Velixo licenses the Software for use with an authorized number of licensed affiliated companies, users or devices on environments supported by Velixo (i.e. ERP systems, Excel or Office applications and operating systems, etc.).
Reverse Engineering. You agree not to decompile, reverse engineer, disassemble, decrypt, translate, modify, or adapt the Software or otherwise attempt to derive the source code of the Software.
INTELLECTUAL PROPERTY
License Violations and Remedies. Velixo reserves the right to gather data on key usage and other information deemed relevant, to ensure that our Software is being used in accordance with the terms of this Agreement. Velixo expressly prohibits simultaneous, multiple installations of our licensed Software without prior written approval. Any unauthorized use shall be considered by Velixo to be a violation of this Agreement. Velixo reserves the right to remedy violations immediately upon discovery, by providing written notice of violation or revoking this license and your access to the Software. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is a violation of this Agreement and will result in immediate termination of this Agreement.
Intellectual Property Rights. You acknowledge that the Software is proprietary to Velixo, and the Software is protected under Canadian and United States copyright law and international treaties. You further acknowledge and agree that, as between you and Velixo, Velixo owns and shall continue to own all right, title, and interest in and to the Software, and all enhancements, suggestions, modifications, extensions or derivative works thereof, including associated Intellectual Property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Software, but only a limited right of use according to the license granted under this Agreement. Any trademarks or service marks that Velixo uses in connection with the Software or with services rendered by Velixo are marks owned by Velixo. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
“Intellectual Property” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
Restrictions on Use. You shall permit only authorized users, to use the Software. Except as expressly authorized by this Agreement, you shall not make available the Software, to any unauthorized third party. You will use your best efforts to cooperate with and assist Velixo in identifying and preventing any unauthorized use, copying, or disclosure of the Software or any portion thereof.
Reservation of Rights. Velixo may have patents, patent applications, trademarks, copyrights, or other Intellectual Property rights covering the Software. Except as expressly provided in any written license agreement from Velixo, the furnishing of the Software does not give you any rights to these patents, trademarks, copyrights, or other Intellectual Property. Velixo reserves all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.
Subscription Fees. As applicable, the subscription fees paid by you are paid in consideration of the license granted under this Agreement. Velixo does not refund subscription fees except as set forth in this Agreement. By accepting this Agreement, you fully understand that once subscription fee payment is made to Velixo you will have no recourse for receiving a refund of any part of the fees.
CONFIDENTIALITY
Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights according to this Agreement. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its Confidential Information of like kind but in no event using less than a reasonable standard of care. Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a “Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement. For the avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement. No disclosure of any Confidential Information will be construed as granting (a) except for any limited license expressly set forth in this Agreement, a license of such Confidential Information, including without limitation any Intellectual Property rights, or (b) any right of ownership in such Confidential Information. A disclosure by one party of Confidential Information of the other party to the extent required by law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure and provides reasonable assistance, at the other party’s expense, if the other party wishes to contest the disclosure. As used herein, the term “Confidential Information” refers to all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans. Velixo Confidential Information shall include the Velixo Technology and all pricing terms offered to you under any document, and User Confidential Information shall include User Data. Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party or in connection with the performance by such party of its obligations under these Terms, or (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein.
“Confidential Information” includes confidential or proprietary information, including, but not limited to, software, information relating to financial data, plans, forecasts, Intellectual Property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses and internal developments. Confidential Information does not include information: (i) which is or becomes publicly known without any fault of or participation by the receiving party; (ii) was in receiving party’s possession prior to the time it was received from disclosing party or came into receiving party’s possession thereafter, in each case lawfully obtained from a source other than disclosing party and not subject to any obligation of confidentiality or restriction on use; or (iii) is independently developed by the receiving party by persons not having exposure to disclosing party’s Confidential Information.
DATA COLLECTION
Telemetry Data. Velixo may collect anonymized performance data, not including any personal information. You acknowledge that Velixo will be collecting, using, storing, processing, and analyzing quantitative and qualitative data, error logs, reports and tables about your devices, hosts, services and related content accessed by you, as well as diagnostic, technical, crash dumps, usage and other related data from your devices that are running Software (“Telemetry Data”), to help Velixo improve our products and services.
Data License. You hereby consent and grant Velixo a license to collect and use Telemetry Data generated by your use of the Software. Velixo may share Telemetry Data with third parties to assist Velixo in improving your user experience, the Software and other Velixo products and services. You may terminate Velixo’s right to collect Telemetry Data at any time by pressing the opt-out button on the Settings section of the Software.
VELIXO EARLY ADOPTER PROGRAM
Program Participation. The Velixo Early Adopter Program (“Program”) provides volunteer users the opportunity to test early access software (“Early Software”) and participate in the Program – for free. By signing up for the Program you are volunteering to participate knowing that the purpose of this Program is to provide early access to software, including related documentation, materials, and information such as Program webpages, emails, forums, content, feedback and other services, to provide Velixo with useful information about your experience with the Early Software and Program.
Non-Transferable. You may not transfer or share the Early Software or related documentation or materials you receive from Velixo as part of your participation in the Program, unless otherwise agreed or permitted by Velixo.
Potential Data Loss. You understand that by using the Early Software you may experience occasional crashes and potential data loss. We recommend installing on non-production devices that are not business-critical because you are more likely to experience crashes, setting and policy changes, loss of features, and functionality changes. Additionally, Early Software may cause other apps to stop working, be updated, or be removed from your device automatically without notice, in addition to other potential functionality issues. You agree to frequently back up your data, and you acknowledge that your participation is voluntary and free, there is no compensation for your participation in the Program.
Automatic Update. The Early Software updates automatically. Some features may be removed or may stop working after a predetermined time or at the end of an evaluation cycle once enough data has been collected.
Recovery. To recover, you may have to reinstall your apps. In some instances, you may not be able to go back to your prior version of the Early Software and you may need to make changes to your workbooks.
Software Versions. The Early Software versions may be substantially different from the commercially released versions of the Software. Because the Early Software may contain more errors or inaccuracies, you should back up your device before installing any Software. The Early Software may not include or may have reduced, or different security, privacy, accessibility, availability, and reliability standards relative to commercially provided services and software. We may change or discontinue the Early Software and Program at any time without notice.
Feedback. We provide access to the Program to you so you can tell us more about what you like, what you don’t like, and what changes you would like to see in Velixo. When you provide us comments, suggestions, or other feedback about the Velixo Insider Program, you grant Velixo and its partners rights to use the feedback in any way and for any purpose.
Communications. Velixo may use your contact information: (i) to communicate with you about your use of the Program, and (ii) to provide you with additional information, about the Program and other Velixo products or services.
Opt-Out. If you change your mind about participating in the Program, you may voluntarily opt-out at any time. Just stop using and un-install and delete all copies of any Early Software.
Termination. Velixo reserves the right to terminate your access to any or all of the Program at any time, without notice, for any reason whatsoever. Termination of your use of, or your access to, the Early Software; or the termination of this Agreement terminates your right to access or use any Early Software, and you must delete all copies of the Early Software and other materials provided as part of the Program.
EARLY SOFTWARE LIMITED WARRANTY. VELIXO, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, VENDORS, AND PARTNERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO THE EARLY SOFTWARE OR YOUR PARTICIPATION IN THE PROGRAM. YOU UNDERSTAND THAT USE OF THE EARLY SOFTWARE IS AT YOUR OWN RISK AND THAT WE PROVIDE THE EARLY SOFTWARE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE EARLY SOFTWARE AND PARTICIPATING IN THE PROGRAM. TO THE EXTENT PERMITTED UNDER LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
FREE TRIAL PROGRAM
Program Duration. The free trial program is effective the first day that the Trial Software are activated for User’s use (“Activation Date”) and will remain in effect for the duration of the Trial Period as specified below. The free trial program terms shall govern the Trial Software to be provided by Velixo during the Trial Period. “Trial Software” means access to a part of the feature set of the Software as agreed, for the purpose of enabling User to evaluate the Software during the Trial Period.
Limited License. As applicable, Velixo hereby grants User a non-exclusive, non-transferable, non-assignable, limited license to use the Trial Software during the Trial Period solely for User’s own business purposes and strictly for purposes of its own internal evaluation of the Velixo Software and not for any commercial or competitive purpose. The Trial Software license is limited to a single User. In addition, and to the extent the Trial Software include use of any demonstration materials that work with third-party services, User agrees that such use shall be governed by the terms and conditions applicable to such third-party services. All rights not expressly granted to User are reserved by Velixo and its licensors. Velixo reserves the right to make changes, modifications, reduction in functionality and enhancements to the Trial Software, at any time, and from time to time without prior notice.
Trial Period and full Subscription License. The Trial Period for the Trial Software will be for fifteen (15) days from the Activation Date, unless such Trial Period is for a longer term as extended by mutual agreement of the parties. User acknowledges and agrees that, at the end of the Trial Period, User’s access to the Trial Software will be automatically terminated, unless User elects to license the Software on a paid subscription basis. User may contact Velixo at any time in the event User wishes to enter a full production, subscription license for the use of Velixo Software. User will be required to: (a) agree to a separate end user license agreement; and (b) execute an order form detailing, among other things, the duration, applicable fees and license for use of the Software.
User Data. The Trial Software may make Sample Data available to User. To the extent User enters any User Data into the Software, User, not Velixo, shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all User Data, and Velixo shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of such User Data. To the extent User enters User Data into the Software, User agrees and acknowledges that: (i) Velixo is not obligated to retain any User Data after termination or expiration of the Trial Period; and (ii) Velixo may delete User Data after the end of the Trial Period, without further obligation or liability to the User. “Sample Data” means any pre-populated data provided in the Software to enable User to use the Software without entering its own User Data.
Suspension and Termination. Velixo reserves the right to suspend or terminate this Agreement and the Trial Software, with or without cause, at any time, with or without notice. Although the Trial will lapse on the last day of the Trial period, User may terminate the Trial Software, with or without cause, at any time, by contacting Velixo.
TERM AND TERMINATION
Term. This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated.
Subscription. Your license is subject to an expiration date that can result in the termination of your license. Applicable subscription fees must be processed before the expiration date of your license for the license updates to be performed and the license to use the Software to be extended. It is your responsibility to contact Velixo regarding any potential suspension or termination of your license that you deem inappropriate. Velixo is not liable for any damages or costs incurred in connection with expiring licenses or suspension of access.
Termination. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. If you fail to pay the applicable subscription fees, Velixo shall have the right to suspend your access to the Software. You may terminate this License Agreement at any time by providing written notice of your decision to terminate the Agreement to Velixo. Velixo may terminate this Agreement if you breach any term of the Agreement by giving you written notice of your breach and Velixo’s decision to terminate the Agreement. Velixo reserves the right to refuse to license the Software to you in the future. Once the Software is disabled because of the termination of this Agreement, Velixo reserves the right to impose a charge for access to the disabled Software.
REMEDIES, INDEMNIFICATION
Velixo Indemnification. Velixo shall indemnify you against any actions, liabilities, losses, damages, judgments, grants, costs and expenses, including reasonable attorneys’ fees, related to any claim made by a third party that the Software infringes its patent, copyright or trademark or misappropriates its trade secret; provided: (i) you notify Velixo, in writing, not later than 30 days after you receive notice of the claim; (ii) you give Velixo sole control of the defence and any settlement negotiations; and (iii) you cooperate with Velixo in defending against or settling the claim. Velixo’s obligation to indemnify will not apply to the extent that the claim is based on: (i) your use of the Software after Velixo notifies you to discontinue use; (ii) your combining the Software with non-Velixo products, data or business process including third-party add-ons or programs; (iii) damages attributable to your use of a non-Velixo product, data or business process; (iv) your altering or modifying the Software, including any modifications by third parties; or (v) your use of the Software in violation of this Agreement. You will reimburse us for any costs or damages that result from these actions. If Velixo receives information concerning an infringement or misappropriation claim related to the Software, Velixo may, at its expense and within a reasonable time, either: (i) procure for you the right to continue to run the Software; or (ii) modify the Software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop using the allegedly infringing Software immediately. If, because of an infringement or misappropriation claim, your use of the Software is restricted, Velixo will, at its option and within a reasonable time, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the license granted in this Agreement. This section constitutes your exclusive remedy for third-party infringement and trade secret misappropriation claims.
User Indemnification. You will, at your own expense, indemnify and hold Velixo, its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees, arising out of any claim made by a third-party related to the negligence or willful misconduct in use of the Software by you, or any party acting upon your authorization, in material breach of this Agreement.
LIMITED WARRANTIES; DISCLAIMER
Limited Warranty. Velixo warrants to you that: (i) the Software (including updates) will perform in all material respects as described in the Content, provided that, problems caused by your acts or failures to act, or caused by software or hardware not provided by Velixo shall be excluded; and (ii) the Software (including updates) is and will be free of malicious code (software designed to intentionally infiltrate or damage a computer system without the owner’s consent) and malware (software intended to disrupt computer operation, gather sensitive data, or gain access to computer systems, including, without limitation, viruses, worms, Trojan horses, rootkits, spyware and adware). This limited warranty covers the Software for a period of six (6) months after being acquired by you. If you receive updates to the Software, this limited warranty covers the update to the Software for thirty (30) days or the balance of the original 6-month warranty period, whichever is longer.
Exclusive Remedies. In the event of any material breach of the above-noted limited warranty, Velixo will make reasonable efforts to make available to User corrections sufficient to eliminate any demonstrable material breaches within thirty (30) days of notice of the material breach. In the event of any material breach of the above warranty, Velixo will promptly cure the material breach. If Velixo fails to provide the remedies specified in this section within a reasonable period, but in no event more than thirty (30) days of notice of the breach, you may elect, as your exclusive remedy, to terminate the license and return the Software and receive a refund of the subscription fees paid by you for the Software. The foregoing remedies do not apply to Free Trial Software or Early Software.
License From Third Parties. If you obtained the Software from a third party, you must report breaches of the limited warranties specified above to such third party and the remedies specified in this section shall be provided to you by the third party, and not directly by Velixo.
DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED “AS IS” AND VELIXO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VELIXO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, VELIXO EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. USER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF VELIXO TO ANY THIRD PARTY. VELIXO’S SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VELIXO IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY VELIXO.
LIMITATION OF LIABILITY. EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION VELIXO’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, OR ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, SHALL BE LIMITED TO THE GREATER OF THE AMOUNT OF LICENSE FEES PAID TO VELIXO BY YOU UNDER THIS AGREEMENT OR $100 CAD. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GENERAL TERMS
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Quebec, without regard to the conflicts of law rules thereof. The courts of Montreal shall have exclusive jurisdiction to hear and determine any claims, disputes, actions, or suits, which may arise under or out of this Agreement. The parties agree and voluntarily consent to the personal jurisdiction and venue of such courts for such purposes.
Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Right To Use Name. Unless you provide Velixo with written notice to the contrary, you grant Velixo the right to use your name in advertising and marketing materials featuring you as a customer of Velixo.
Entire Agreement. This Agreement comprises the entire agreement between you and Velixo regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.
Amendment. Velixo reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of Velixo’s End User License Agreement, posted at https://velixo.com/agreements, the latter will prevail. Your use of the Software after the date the change becomes effective will be your consent to the changed terms. If you do not agree to the changes, you must stop using the Software.
Taxes. You shall, in addition to the subscription fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, provincial or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of Velixo. You shall reimburse Velixo for any such taxes or duties paid or incurred directly by Velixo as a result of this transaction.
Language. The parties have requested that this Agreement and all ancillary documents be drafted in English. Les parties aux présentes ont exigé que ce contrat ainsi que tout document s’y rapportant soient rédigés en anglais. In the event of a conflict between the French language version of this Agreement and the English language version, the English language version shall prevail.