Vertek Precision Cut (VPC) Software Access Agreement
Vertek Films, Inc. ("Vertek") agrees to grant the entity identified on this registration form ("Accessor") access to Vertek Precision Cut Software ( "VPC") as Vertek and Accessor may from time to time agree, to allow Accessor to communicate and conduct commerce with Vertek, subject to the following terms and conditions and all applicable laws:
2. VPC Software License. Any intellectual or industrial property rights, and any other exclusive rights on VPC or technical applications embedded in or related to VPC are held by the Vertek and/or its licensors. Subject to Accessor’ compliance with and notwithstanding any divergent provision of these Agreement, Vertek merely grants Accessor a revocable, non-exclusive, non-sublicensable and non-transferable license to use the VPC. This license does not grant Accessor any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the VPC and any documentation thereto related is the Accessor’s or its licensors’ sole property. All rights and license grants to Accessor shall immediately terminate upon any termination or expiration of the Agreement. Without prejudice to the above, under this license Accessor may download, install, use and run the VPC on the permitted number of devices, provided that such devices are common and up-to-date in terms of technology and market standards. Vertek reserves the right to release updates, fixes and further developments of VPC and/or its related software. Accessor may need to download and install such updates to continue using VPC and/or its related software. The Accessor may download, install, use and run the software on (1) one device.
2. VPC Content and Availability. Vertek reserves the right to modify, delete or add content to the VPC, or to terminate the VPC, at any time.
3. Confidentiality. Accessor may be given access to certain Vertek information and data concerning Vertek research and development activities, marketing, product improvements, manufacturing, price or cost data, the Security Systems and any other information specifically designated by Vertek as confidential, hereinafter referred to as "Confidential Information". Such Confidential Information shall not include information which is (i) in or becomes part of the public domain other than by disclosure by Accessor in violation of this Agreement; (ii) independently developed by Accessor with no use of the Confidential Information provided under agreement; (iii) obtained by Accessor from third parties without a duty of confidentiality; or (iv) required to be disclosed by law, statute or regulation, provided, that wherever practical Accessor shall provide Vertek with prior notice of such required disclosure and an opportunity to attempt to limit such disclosure. Accessor agrees to: 1) not to disclose Confidential Information to any third party, 2) use the Confidential Information only for the purpose of doing business with Vertek. Vertek shall be entitled to injunctive relief to enforce Accessor's compliance with the obligations contained in paragraph 3.1 hereof, it being understood and agreed that Vertek will not have an adequate remedy at law if such obligations are not complied with.
4. Liability. While Vertek will use reasonable commercial efforts to include accurate and up to date information on the VPC, Vertek assumes no liability or responsibility for any errors and omissions in content, and Vertek shall not be liable for damages of any kind, whether direct, indirect, consequential, or exemplary, resulting from Accessor's use or inability to use the VPC. Further, Vertek DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO INFORMATION CONTAINED ON THE EXTRANET SITE OR THE AVAILABILITY OF ACCESS TO THE EXTRANET SITE.
5. Term and Renewal. Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew on (30) thirty-day intervals, (90) ninety-day intervals, or (365) three hundred sixty five-day intervals.
5.1 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice is at least 10 days. If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Vertek account.
5.2 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.
5.3 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
6. General. This Agreement shall be governed by and construed under the laws of the State of Delaware in the United States of America. Failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of the right to enforce such provision.