END USER LICENSE AGREEMENT####IMPORTANT NOTICE: THIS IS A LEGAL AGREEMENT BETWEEN VRP CONSULTING INC., REFERRED TO IN THIS AGREEMENT AS “VRP” AND THE PARTY THAT DOWNLOADS, INSTALLS AND/OR USES THE SOFTWARE PROVIDED BY VRP, REFERRED TO IN THIS AGREEMENT AS “LICENSEE”. VRP SOFTWARE PROVIDED UNDER THIS AGREEMENT IS LICENSED AND NOT SOLD AND THE RIGHTS TO USE THE SOFTWARE ARE SET FORTH IN THIS AGREEMENT. AS DESCRIBED BELOW, DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE PROCESSING OF PERSOANL DATA. CAREFULLY READ THE FOLLOWING TERMS APPLICABLE TO THE LICENSE OF THE VRP APPLICATION SOFTWARE. THESE TERMS AND CONDITIONS SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BY AND BETWEEN VRP AND LICENSEE. LICENSEE’S ACCEPTANCE ACCORDING TO THE TERMS HEREIN AND/OR LICENSEE’S INSTALLATION OR USE OF THE SOFTWARE ALSO SIGNIFIES LICENSEE’S AGREEMENT TO BE LEGALLY BOUND BY THIS AGREEMENT AND VRP PRIVACY POLICY.##PLEASE NOTE THAT YOU NEED NOT AGREE TO BE BOUND BY THIS AGREEMENT. HOWEVER, IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU ARE NOT PERMITTED TO INSTALL, COPY, USE OR TRANSFER THE SOFTWARE AND SHALL NOT HAVE ANY RIGHTS HEREUNDER AS A “LICENSEE.” IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD PROMPTLY UNINSTALL AND DELETE THE SOFTWARE. NO ADDITIONAL OR CONTRARY TERMS TO THIS AGREEMENT SHALL APPLY UNLESS AGREED TO IN A WRITTEN AGREEMENT BETWEEN LICENSEE AND VRP. ##1. DEFINITIONS.##For the purposes of this Agreement, the following definitions shall apply:##1.1 “Derivative Work” means a work that is based upon or derived from the Software, such as a revision, modification, translation, abridgment, condensation or expansion, or any form in which Software may be recast, transformed or adapted, which, if prepared without the express written consent of VRP, would constitute copyright infringement.##1.2 “VRP Site” means the Internet site(s) published by VRP, which is currently located at www.vrpconsulting.com.##1.3 “Object Code” means the form of computer program or portion thereof that can be executed by a computer without further modification.##1.4 “Software” means, collectively, (i) the VRP application software, and all its versions (ii) all updates, upgrades, patches, bug fixes and modifications thereto that may be released by VRP and made available to Licensee from time to time, if any, in Object Code form and (iii) all written information and materials provided to Licensee with and regarding the VRP application software, including, without limitation, in the “About” tab or other settings information areas within the particular application (which information may be referred to herein as “Documentation”).##1.5 “Source Code” means the human-readable form of the code and related system documentation for the Software, including all comments and any procedural code such as job control language.##2. SOFTWARE LICENSES; GENERAL RESTRICTIONS.##2.1 License Grants.##(a) Subject to the terms and conditions contained herein, Licensee is hereby granted, and Licensee accepts, a non-exclusive, non-transferable license to install and use the Software on one or more supported devices owned or controlled by Licensee.##(b) Subject to the terms and conditions contained herein, VRP hereby grants Licensee a non-exclusive, non-transferable license to make a reasonable number of copies of the Software without modification. Licensee agrees that this License Agreement applies to all such copies.##2.2 General License Restrictions.##Licensee shall not cause or permit the renting, leasing, sublicensing or selling, or any dissemination or other distribution of copies of, the Software by any means or in any form to any person or entity, and shall not permit others to use the Software via a timesharing, outsourcing, service bureau, application service provider, managed service provider or similar arrangement. Licensee may not use the Software in any way that violate any law or regulation. Licensee agrees not to, directly or indirectly, take any action to modify, translate, decompile, reverse engineer, reverse compile, convert to another programming language or otherwise attempt to derive Source Code from the Software or any internal data files generated by the Software. Licensee also acknowledges and agrees any such works are Derivative Works and acknowledges that VRP retains ownership of the copyright in any Derivative Works and is not granting any right to make, use, publish or distribute any Derivative Works of the Software. Licensee shall not modify or delete any VRP proprietary rights notices appearing in the Software and will implement any changes to such notices, if feasible, that VRP may reasonably request. Licensee acknowledges and agrees that the technology manifested in the operation of the Software constitutes the valuable trade secrets and know-how of VRP and its suppliers and, to the extent Licensee discovers any such trade secrets, Licensee will not disclose them to any third party. Licensee acknowledges and agrees that this Agreement in no way shall be construed to provide to Licensee any express or implied license to use or otherwise exploit the Software or any portion thereof except as specifically set forth in this Agreement, and all rights not expressly granted to Licensee are reserved by VRP. Licensee has no right to transfer any interest in or to any Software, except as permitted by the express terms in this Agreement. The license granted herein is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by VRP regarding future functionality or features.##3. OWNERSHIP OF SOFTWARE.##VRP’s ownership interests in the Software are protected by United States and other applicable copyright, patent and other laws and international treaty provisions. Except for the limited license rights specifically granted to Licensee in this Agreement, all rights, title and interests, including without limitation intellectual property rights, in and to the Software, including all Derivative Works thereof, (and all copies thereof and related materials that are produced or shipped to Licensee under this Agreement), belong to and shall be retained by VRP or its suppliers, as applicable. Licensee acknowledges that the development of the Software is an ongoing process and that Licensee and other licensees of the Software benefit from the improvements resulting from such ongoing development. In order to facilitate such ongoing development, Licensee may provide certain suggestions, documentation, materials and other data to VRP regarding the use, improvement or applications of the Software (the "Contributed Ideas"), and Licensee hereby acknowledges and agrees that all Contributed Ideas may be used by VRP in the development of the Software and/or related products and services. Unless specifically provided in a writing signed by VRP and Licensee and specifically relating to the disclosure of any Contributed Ideas, and notwithstanding any provision in this Agreement to the contrary, Licensee hereby grants to VRP the irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to disclose, use and incorporate the Contributed Ideas in connection with the development of the Software and/or related products and services, and the demonstration, display, license, reproduction, modification and distribution and sale of the Software and/or related products and services, without any obligation to provide any accounting or other reporting.##4. INTERACTION WITH VRP AND PRIVACY POLICY.##VRP WILL USE LICENSEE PERSONAL DATA PROVIDED BY SALESFORCE.COM FOR DIRECT MARKETING PURPOSES - IF YOU DOWNLOAD THE VRP SOFTWARE FROM APPEXCHANGE, VRP WILL USE THE INFORMATION PROVIDED BY SALESFORCE.COM TO CONTACT YOU ABOUT YOUR INTEREST IN VRP SERVICES.##BY DOWNLOADING AND USING THE SOFTWARE, LICENSEE ALSO FREELY GIVE SPECIFIC, INFORMED AND UNAMBIGUOUS CONSENT TO THE PROCESSING OF PERSONAL DATA IN THE WAY DESCRIBED IN THE THEN CURRENT VRP PRIVACY POLICY PUBLISHED AT THE VRP SITE - https://vrpconsulting.com/privacy-policy/.##5. TERM AND TERMINATION.##This Agreement shall commence on the earlier date of delivery or download of the Software, shall be confirmed upon and by the installation of the Software on any computer device and shall continue for so long as Licensee complies with the terms herein, subject to termination or expiration in accordance with the terms provided herein. This Agreement shall automatically terminate, without notice, upon any failure by Licensee to comply with the terms of this Agreement. Upon the termination of this Agreement, all licenses and other rights granted to Licensee hereunder shall immediately terminate. Notwithstanding any termination of this Agreement, the provisions of Sections 3 (Ownership of Software), 6 (Disclaimer of Warranties), 7 (Limitations on Liability), 10 (General Provisions) and this Section 5 shall survive and continue to be legally binding upon Licensee and VRP.##6. DISCLAIMER OF WARRANTIES. ##THE SOFTWARE IS BEING PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND VRP HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES AS TO THE CONDITION, NONINFRINGEMENT, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VRP, ITS RESELLERS AND/OR ITS OR THEIR AGENTS OR EMPLOYEES, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE OR MODIFY THE SCOPE OF THE WARRANTIES EXPRESSLY SET FORTH HEREIN. ##VRP DOES NOT WARRANT THAT THE SOFTWARE WILL MEET ALL REQUIREMENTS OF LICENSEE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. VRP IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR. ##7. LIMITATIONS ON LIABILITY.##IN NO EVENT SHALL VRP BE LIABLE TO LICENSEE FOR ANY LOSS OF OR DAMAGE TO DATA OR OTHER PERSONAL OR BUSINESS INFORMATION, LOST PROFITS OR USE OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE INSTALLATION, USE OR PERFORMANCE, OR INABILITY TO USE, THE SOFTWARE, EVEN IF VRP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.##VRP PROVIDES THE SOFTWARE AT NO CHARGE TO LICENSEE. IN CONSIDERATION FOR, AND AS A FUNDAMENTAL AND EXPRESS CONDITION OF ENABLING USE OF THE SOFTWARE WITHOUT CHARGE, AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, VRP SHALL NOT HAVE ANY LIABILITY FOR ANY MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. ##8. COMPLIANCE WITH EXPORT LAWS.##Licensee acknowledges that the Software is subject to laws and regulations of the United States restricting the export thereof to foreign jurisdictions and agrees to comply with all applicable United States and foreign international laws, including, without limitation, the rules and regulations promulgated from time to time by the Bureau of Export Administration, United States Department of Commerce. Without limiting the foregoing, Licensee shall not download, and if downloaded shall not install or shall immediately uninstall and destroy, the Software if Licensee’s download, installation or use of the Software is prohibited under applicable laws. By installing or using the Software, Licensee agrees to the foregoing and certifies that it is not located in, under the control of, or a national or resident of any country or on any list of countries to which the United States has embargoed goods or on the United States Treasury Department’s list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders. Licensee shall not export, re-export, transfer or divert directly or indirectly, the Software, Documentation or other information or materials provided hereunder, or the output thereof, to any restricted place or person for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. VRP has no responsibility for compliance with such laws and regulations by Licensee. Licensee hereby agrees to indemnify and hold harmless VRP from and against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent such claims arise out of any breach of this Section 8.##9. HIGH RISK ACTIVITIES.##The Software is not fault-tolerant for, and is not designed or intended for use in, hazardous environments requiring fail-safe performance, including, without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines or any other application in which the failure of the Software could lead directly to death, personal injury or severe physical or property damage (collectively, “High Risk Activities”). VRP expressly disclaims any express or implied warranty of fitness for High Risk Activities.##10. GENERAL PROVISIONS.##10.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind any party unless in writing signed by such party, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.##10.2 Relationship. No agency, partnership, joint venture or employment is created between the parties hereto as a result of this Agreement. Neither party is authorized to create any obligation, expressed or implied, on behalf of the other party, or to exercise any control over the other party’s methods of operation, except as specifically provided herein.##10.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its choice of law provisions, and shall not be governed by the provisions of the Convention on Contracts for the International Sale of Goods.##10.4 Waiver. The waiver by any party hereto of a breach or a default of any provision of this Agreement by another party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.##10.5 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.##10.6 Assignment; Successors. The terms and conditions of this Agreement shall inure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns; provided, that the only permitted successor or assignee shall be a party that acquires all or substantially all of the business and assets of VRP, whether by merger, sale of assets or otherwise by operation of law. Licensee shall not assign this Agreement or any right, interest or obligation under this Agreement, or in or relating to the Software. Any attempted assignment or delegation in contravention of this provision shall be void and ineffective.##10.7 Notices. Any notice or communication from one party to the other required or permitted to be given hereunder shall be in writing and either personally delivered, sent by postal service or sent via courier (with evidence of delivery in any case). All notices shall be in English and shall be effective upon actual receipt, irrespective of the date appearing thereon. Unless otherwise requested, all notices to VRP shall be to the attention of “Compliance.”##10.8 Contact. If you have any questions concerning these terms and conditions, you may do so at the following address:##VRP Consulting, Inc.##268 Bush Street, #3836##San Francisco, CA 94104, USA##+1 415 429 8565##or use contact form on VRP Site - www.vrpconsulting.com
