Corelytics™ End User License Agreement
Corelytics™ is a software product owned by Venturis Financial, LLC and licensed to companies to support financial analysis, business goal setting and benchmark comparisons.
1. License. Subject to the terms and conditions of this End User License Agreement (the "EULA"), Venturis Financial, LLC ("VF") hereby grants Customer (the Company and the individual representing the Company as identified in the Corelytics™ Sign-up web page) a non-exclusive, non-transferable, non-sublicensable license to access and use the Corelytics™ system (the "Software") during the term of this agreement for the sole purpose of analyzing the Customer's company financial performance.
2. Ownership. The Software and supporting instructions and usage guidelines (Documentation) are licensed to Customer, not sold, solely for use under the terms of this EULA. Except as specifically set forth herein, VF retains all right, title and interest, including all intellectual property rights, relating to or embodied in the Software and Documentation. In addition, VF owns all new ideas, enhancements, improvements, and recommended changes arising from the use of or pertaining to the Software and Documentation.
3. Restrictions. Customer acknowledges that it is not entitled to a copy of the Software, and further acknowledges that it will not and will not permit third parties to reverse engineer, translate or attempt to learn the source code or functional capabilities of the Software. Except as expressly set forth herein, Customer may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Software. Customer may not remove from the Software, or alter or add, any copyright, trademarks, trade names, logos, notices or markings.
4. Term. Customer agrees to abide by the terms of this agreement beginning on the date of the online registration and for a 12 month period beginning on the first of the month following registration. Either party is free to terminate the licensed use of the Software and Documentation with 30 days advance notice during the first 90 days of the license. At the end of the 12 month period, this agreement will automatically continue until either party gives the other a 30 day advance notification of their intent to terminate the agreement. All obligations regarding confidentiality and restricted use of data will remain in effect permanently. If, during the Term, Customer fails to comply with the provisions of this EULA, this EULA and the license granted hereunder will terminate automatically. Upon termination, Customer agrees to erase or otherwise destroy all copies of the Software and Documentation in its control or possession and delete their Company data from Corelytics™ using the delete capabilities provided by the software.
5. PAYMENT FOR SERVICES. Customer will pay the monthly fee as defined on the registration web page for the license to use the Corelytics™ software. Monthly payments will be made by credit card which Customer hereby authorizes VF to arrange with the Customer's credit card company. VF reserves the right to assess and collect late-payment charges of 1.5% per month on past due balances if credit payments are suspended or denied.
6. Mutual Confidentiality. "Confidential Information" means any confidential, proprietary or trade secret information of either Party, whether of a technical, business or other nature, including, without limitation, information relating to technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects or other business affairs. Both parties will protect the Confidential Information from any unauthorized use, disclosure, copying, dissemination, distribution or any form of recreation. Without limitation of the foregoing, both parties will not disclose any Confidential Information to any third Party and will not deliver, distribute, display, demonstrate or otherwise make available any Confidential Materials to any third party without prior permission to do so unless required by court order or governmental action.
7. Participation in Benchmark Data Collection. Customers agrees to allow statistical data and data derived from Confidential Information that does not identify their business or disclose Confidential Information to be compiled in the CoreConnex Benchmarks Database for the purpose of producing industry statistics that are shared by all Customers and that VF uses for publication and general educational purposes.
8. Miscellaneous. This EULA and all matters relating to this EULA shall be governed by the laws of the State of Arizona, and Customer consents to exclusive jurisdiction in Pima County, Arizona. Customer agrees that no joint venture, partnership, employment, or agency relationship exists between it and VF as a result of this Agreement or use of the Software or Documentation. Customer agrees to indemnify and hold VF, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of Customer's use of or conduct on the Software or Documentation. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth in this agreement, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this EULA constitutes the entire agreement between the Customer and VF with respect to the Corelytics Software and Documentation and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Customer and VF with respect to the Corelytics Software and Documentation.
9. Limitations of Liability. VF and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, VF shall have no liability to Customer arising from or relating to any third party hardware, software, information or materials.
10. WARRANTY DISCLAIMER. THE SOFTWARE AND DOCUMENTATION IS PROVIDED TO CUSTOMER "AS-IS" AND VF EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFORMATIONAL CONTENT AND ACCURACY, NON-INTERFERENCE AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THIS SOFTWARE, VF'S EFFORTS, OR THE SYSTEM WILL FULFILL ANY OF CUSTOMER'S PARTICULAR PURPOSES OR NEEEDS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VF, ITS EMPLOYEES, DEALERS OR AGENTS SHALL CREATE A WARRANTY. THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE, WILL FUNCTION WITHOUT INTERRUPTION, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.