THE FOLLOWING TERMS OF USE GOVERN THE RELATIONSHIP BETWEEN YOU (OR “CUSTOMER”) AND EVARIANT, INC. (“EVARIANT” OR “WE”) AND APPLY TO YOUR USE OF EVARIANT’S APPLICATION WHICH YOU SELECTED (“PRODUCTS”). BY CLICKING THE “I ACCEPT” BUTTON BELOW OR OTHERWISE USING THE SERVICE, YOU (ON BEHALF OF YOUR COMPANY) AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, OR IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THESE TERMS OF USE ON BEHALF OF YOUR COMPANY, CLICK “I DO NOT ACCEPT” AND DO NOT USE THE SERVICE. ANY SOFTWARE ASSOCIATED WITH THE PRODUCTS IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.
1. Right to Use the Product. eVariant grants you, subject to these terms and condition, a nonexclusive, nontransferable, nonsublicensable right to use and access the Products solely for your internal business purposes. Only authorized users within the same legal entity may use the Products. You may not (i) rent, lease, sublicense, distribute, resell, transfer, copy, modify, create derivative works of or time-share the Products, otherwise commercially exploit or make the Service available to any third party or (ii) decompile, disassemble, reverse-compile, reverse-assemble or otherwise reverse-engineer (or otherwise use any similar means to discover the source code of) any aspect of the Products. You may not use the Products if you are a competitor of eVariant or to develop a competing product or service. eVariant may at its sole discretion modify the features of the Products from time to time without prior notice.
2. Ownership. eVariant and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Products and in all trade names, trademarks and service marks associated or displayed with the Products. You will not remove, deface or obscure any of eVariant’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Products. You grant eVariant the right to use data and information we collect from the Products (in an aggregate or compiled form only) which we may use to improve the products and services we offer, to conduct research, to generate profiles and reports, and to improve the overall experience of the Products. Other than the express rights granted to you in these terms and condition, no rights or licenses are granted to You.
3. Termination. You may terminate this Agreement by providing written notice to eVariant via e-mail to connect@evariant.com. If You fail to comply with any provision of this Agreement, eVariant may terminate this Agreement immediately without notice. Sections 2 through 6, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Products and destroy any copies of associated software within your possession and control. All fees paid are non-refundable and non-cancelable.
4. Disclaimer of Warranties; Indemnification. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS ARE PROVIDED "AS IS" AND EVARIANT, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EVARIANT, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PRODUCTS, REGARDING ANY GOODS OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE PRODUCTS, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE PRODUCTS OR THAT THE PRODUCTS WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE PRODUCTS IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE PRODUCTS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCTS REMAINS WITH YOU. You agree to indemnify, defend and hold harmless eVariant, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from Your use of the Products, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity.
5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVARIANT OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT PRODUCTS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY. IN ANY CASE, EVARIANT’S, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCTS (IF ANY) IN THE PREVIOUS 12 MONTHS.
6. Miscellaneous. Notices delivered under these terms and conditions must be given in writing and will be effective when received, provided that eVariant may provide notices via email, a posting in your user account, display of a notice (or a link to a notice) on the Product, or via first-class mail or overnight courier to the address in your account information. These terms and conditions, together with any written agreement between eVariant and You, contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether electronic, oral or written), and cannot be amended except by a writing signed by both parties. eVariant may include Your name in a list of its clients. Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner. Neither party may assign or transfer these terms and conditions without the other party’s prior written consent, except in connection with a merger or the sale of all or substantially all of the assets, business, or stock of such party, which may occur without such consent. These terms and conditions will be construed in accordance with the laws of the State of Connecticut, without regard to the principles of conflicts of law. Unless otherwise elected by eVariant in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Connecticut for the purpose of resolving any dispute relating to your access to or use of the Products.
