VirZOOM User License Agreement
PLEASE READ THIS LICENSE AGREEMENT BEFORE CLICKING BUTTONS THAT PROVIDE ACCESS TO THE SOFTWARE. CLICKING THESE BUTTONS INDICATES YOUR ACCEPTANCE OF THE LICENSE TERMS. IF YOU DO NOT AGREE WITH THE TERMS, YOU SHOULD NOT CLICK THESE BUTTONS. AGREEING TO THESE TERMS ALSO INDICATES AGREEMENT TO ABIDE BY THE VIRZOOM CODE OF CONDUCT.
1. License Grant; License Restrictions. Licensor (“Licensor”) provides the computer software program, stationary bike sensors, and user manual(s) or help files contained therein, and any modifications, updates, revisions, or enhancements thereto received by you from Licensor (the “Software”), and licenses its use solely pursuant to the terms stated below:
a. You are granted a nontransferable license to use the Software under the terms stated in this Agreement for personal use in your business or profession. Title and ownership of the Software and of the copyright in the Software remains with Licensor;
b. The Software is only licensed for use with the VirZOOM stationary bike sensors and not with any other game controller or exercise equipment;
c. The Software is for personal use and not to be used for commercial purposes without an explicit agreement with VirZOOM;
d. You may not make copies, translations, or modifications of or to the Software. You may not alter, obscure, or remove the copyright notice on any copy of the Software;
e. You may not assign, sell, distribute, lease, rent, sublicense, or transfer the Software or this license or disclose the Software to any other person. You may not reverse-engineer, disassemble, or decompile the Software or otherwise attempt to discover the source code or structural framework of the Software;
f. You assume full responsibility for personal injury for yourself and (if applicable) family members resulting from use of the Software and hardware, including the VirZOOM sensors with stationary bikes, and further release and discharge VirZOOM, Inc. for injury, loss or damage arising out of your or your family’s use of VirZOOM, Inc. Products, whether caused by the fault of yourself, your family, VirZOOM, Inc. or other third parties; and
g. Licensor may terminate this Agreement and the license granted hereunder at any time. This Agreement and the license granted hereunder automatically terminates if you fail to comply with any provision of this Agreement. You agree upon termination to destroy the Software, together with all copies, modifications, and merged portions in any form, including any copy in your computer memory or on a hard disk.
3. Limited Warranty. Licensor provides the Software at no additional charge, and as such, the Software is provided “AS IS” and with all faults. NO WARRANTIES ARE EXPRESSED FOR SOFTWARE AND NONE SHALL BE IMPLIED. LICENSOR SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
4. Limitations of Liability. IN NO EVENT WILL LICENSOR’S LIABILITY FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED $500. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS, SALES, BUSINESS, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The parties agree that the above limits represent a reasonable allocation of risk.
5. Governing Law; Exclusive Jurisdiction. This Agreement is governed by the laws of Massachusetts. You agree that the federal or state courts sitting in Massachusetts shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.
6. Nondisclosure. You shall not disclose or use any Confidential Information except as expressly permitted under this Agreement. You shall hold all Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after the termination of this Agreement. You shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed to third parties who are not subject in writing to the confidentiality obligations of this Section. “Confidential Information” shall mean this Agreement, all Software, data, drawings, benchmark tests, specifications, trade secrets, object code and source code of the Software, and any other proprietary information supplied to you by Licensor, including all items defined as “confidential information” by Licensor.
7. Assignment. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Licensor. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
8. Notice. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the address listed below.
9. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
10. Waiver. The waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
11. Export Administration. You agree to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to assure that neither the Software nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws; or (2) are used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
12. Entire Agreement. This Agreement shall constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.
13. Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement.
Copyright 2016 VirZOOM. 56 JFK St, Cambridge, MA 02138. All rights reserved.
This documentation and the corresponding software are the property of Licensor and are licensed to the user under the terms of the Software License Agreement. Unauthorized use or copying of the software, documentation, or any other associated materials is a violation of state and federal laws. These materials must be returned to Licensor if so demanded.