Viion Systems End-User License Agreement (EULA)

This End-User License Agreement ("EULA") is a legal agreement between the End User and Viion Systems Inc. (“Viion”)

This EULA agreement governs the acquisition and use of a software application ("Software Product") directly from Viion or indirectly through a Viion authorized reseller or distributor (a "Reseller").

“Software Product” shall mean the Viion software(s) and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software Product, which You are entitled to receive, and that has been provided to You by Viion, shall also mean Software Product for the purpose of this Agreement.

Please read this EULA agreement carefully before completing the installation process and using the Software Product. It provides a license to use the Software Product and contains warranty information and liability disclaimers.  (THE “END USER” OR “BUYER”, COLLECTIVELY “YOU”) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“AGREEMENT”)

By clicking "accept" or installing and/or using the Software Product, you are agreeing to become bound by the terms of this EULA agreement.

If You are entering into this EULA agreement on behalf of a company or other legal End User entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions. If You do not have such authority or if You do not agree with the terms and conditions of this EULA agreement, do not install or use the Software Product, and You must not accept this EULA agreement.

This EULA agreement shall apply only to the Software supplied by Viion herewith regardless of whether other software is referred to or described herein. The terms also apply to any Viion updates, supplements, and support services for the Software Product, unless other terms accompany those items on delivery.

 

License Grant

This license is granted to the End User by Viion. If You are not the End User, your only right is to install the Software Product for the End User on devices owned or leased by the End User.

Viion hereby grants a worldwide, perpetual, non-transferable, non-exclusive license to use the Software Product on End User devices in accordance with the terms of this EULA agreement.

You are permitted to load the Software Product onto devices under your control (for example a PC, laptop, mobile or tablet). You are responsible for ensuring your device meets the minimum requirements of the Software Product.

You are not permitted to:

  • Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software Product nor permit the whole or any part of the Software Product to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software Product.
  • Reproduce, copy, distribute, resell or otherwise use the Software Product for any commercial purpose
  • Allow any third party to use the Software Product on behalf of or for the benefit of any third party
  • Use the Software Product in any way which breaches any applicable local, national or international law
  • use the Software Product for any purpose that Viion considers is a breach of this EULA agreement

 

Intellectual Property and Ownership

Viion shall at all times retain ownership of the Software Product as originally provided to You and all subsequent updates of the Software Product. The Software Product (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Viion.

The Software Product licensed herein is protected by copyright and other intellectual property laws and treaties. Viion owns the title, copyright, and other intellectual property rights in the Software Product and reserve all rights not granted to You. The Software Product is licensed to You, not sold and You acknowledge that no title or ownership in the Software Product is being transferred or assigned and this license is not to be construed as a sale of any rights in the Software Product. Under no circumstances, shall You enable or allow a third party to use the Software Product for remuneration of any kind.

 

Copyright Acknowledgement

The Software Product includes third party computer programs. See following link for a complete list of these programs and the license terms under which they are licensed to Viion and distributed to the End User: http://www.viionsytems.com/thirdpartylicenses/

 

Limited Warranty

Viion warrants that, for a period of one (1) year from the date of delivery of the Software Product to You, the Software Product will perform substantially in accordance with the accompanying user manual, and the media on which the Software Product resides will be free from defects in materials and workmanship under normal use. VIION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET THE END USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. Viion’s entire liability and the End User's exclusive remedy under this Limited Warranty provision shall be, at Viion's sole option, either (a) refund of the price paid for the Software Product, or (b) repair or replacement of the portions of the Software Product that do not comply with this limited warranty.

 

ALL OTHER WARRANTIES – REPRESENTATIONS, TERMS AND CONDITIONS (STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) AS TO QUALITY, CONDITION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR PURPOSE (EXCEPT FOR THE IMPLIED WARRANTY OF TITLE) ARE HEREBY EXPRESSLY EXCLUDED.

 

Indemnities

Viion warrants that it has all lawful right and authority to license the Software Product. Viion shall defend, indemnify and hold You and your Affiliates harmless from and against any claim alleging that the Software Product infringes any intellectual property right, including but not limited to patent, copyright, trademark, trade dress, trade secret mask work right or other property right of a third party. Viion shall defend at its expense any suit or proceeding against You based upon such a claim and shall pay all costs and damages awarded therein, provided that Viion is notified promptly in writing of the suit or proceeding and You cooperate in the defense of such suit.

 

End User shall, at its own expense, defend and indemnify Viion against any claim, action or proceeding brought against it which arises from or is in any manner connected with the End User’s unauthorized use of the Software Product or that arises from its breach of any provision of this Agreement.

 

Termination

This License is effective until terminated. This License will terminate immediately without notice from Viion if the End User fails to comply with any of its provisions. Upon termination, the End User must destroy the software and all copies thereof, and the End User may terminate this License at any time by doing so. Viion will not have any obligation upon termination of the Agreement to refund any portion of the license fee. Viion may terminate any Licenses granted for demonstration purposes at any time, without prior notice.

 

Limitation of Liability

WARNING: The Software Product and products connected to the Software Product are never to be used as a tool or method to prevent injury or death by itself or in combination with other programs or in a way that could pose a risk to health or life.

Viion shall have no liability in respect of any defect in the Software Product arising from: specifications or materials supplied by You; your willful damage or negligence or that of your employees or agents or that of your Affiliates’ Representatives; abnormal working conditions at your or your Affiliates’ premises; failure to follow Viion’s instructions (whether oral or in writing); misuse of the Software Product or alteration or repair of the Software Product without Viion’s approval; if the total price for the Software Product has not been paid to Viion; accident, abuse, or misapplication; products or equipment not specified by Viion as being compatible with the Software Product; or if Viion has not been notified in writing of the defect within the applicable warranty period.

IN NO EVENT SHALL VIION BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, FROM ANY CAUSE ARISING OUT OF THE SALE, INSTALLATION, USE OR INABILITY TO USE THE SOFTWARE PRODUCT OR ANY OTHER PRODUCT OR SERVICE, EVEN IF VIION HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA.

Viion shall not be bound by any representations or statements on the part of its employees or agents whether oral or in writing including those made in catalogues and other promotional material, other than those made in valid contractual documents duly signed by its lawfully authorized representatives.

 

Governing Law

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of Canada.