End User License Agreement
This End User License Agreement is entered into between Construx Software Builders, Inc. (“Construx”), a Washington corporation having a principal place of business at 10900 NE 8 <sup>th</sup> Street, Suite 1350, Bellevue, WA 98004, andend users of Construx multimedia educational materials. You agree that Your access to or use of the Construx Content shall be in accordance with the terms of this Agreement, and that your consent to the terms of this Agreement is confirmed by your electronic acceptance of this Agreement.
1.0Definitions. Within this Agreement, the following definitions shall apply.
1.1“Construx Content” shall mean educational materials produced by Construx and made available to You by Construx.
1.2The meaning of “You.” If you access the Construx Content solely as an individual for your own purposes, then “You” shall mean the individual person accessing the Construx Content. If you access the Construx Content on behalf of another person or company (for example as an employee, owner, or in any other capacity) then “You” shall mean both you as the person accessing the Construx Content and the other person or company.
1.3The “Parties” to this Agreement shall mean Construx and You.
2.0User Accounts; Access to the Construx Content.
2.1User Account Terms. Your access to the Construx Content shall be in accordance with the terms of your User Account, which may specify terms including, but not limited to, the names or numbers of individuals who may have access to the Construx Content; time limitations on access to the Construx Content; and portions of the Construx Content that either may or may not be accessed by You. You and Construx may agree to modify the terms of your User account. For example, You and Construx may mutually agree to increase or decrease the number of authorized users or the timing or extent to which You may access the Construx Content. The access provisions of Your User Account, including any modified terms, are incorporated by reference into this Agreement.
2.2Grant of Access. You may access the Construx Content consistent with this Agreement and the terms of your User Account. You may access the Construx Content from any location, or any number of locations, and on any device.
2.3No Transfer, Sharing, or Copying. Your right of access to the Construx Content through your User Account is personal to You, and You may not share Your User Account with others or allow others to gain access to the Construx Content by using your User Account. You may not allow others to view, listen to, or otherwise access the Construx Content, directly or indirectly, by any means, unless such others also have permission under this Agreement to access the Construx Content through Your User Account. You may not make copies of the Construx Content, nor allow others to make copies of the Construx Content.
2.4Accurate Registration. You agree to provide accurate information in the course of establishing a User Account, entering into this Agreement, and accessing the Construx Content. Construx may terminate this Agreement without advance notice in the event it discovers or has reason to believe You have supplied false information.
2.5Modification of the Construx Content. Construx may modify the Construx Content periodically, at its sole discretion, to remove, replace, or revise any or all of the Construx Content.
3.0Construx Proprietary Rights.
3.1Copyrights. Construx owns copyrights in the Construx Content or has obtained the right to use third party materials incorporated into the Construx Content. Other than the limited license granted in this Agreement, Construx retains all right, title, and interest in the Construx Content. All rights not expressly granted are reserved by Construx. You may not make copies or derivative works of the Construx Content. You may not distribute or facilitate a public performance of the Construx Content.
3.2Trademarks. Construx owns trademark or trade dress rights in some of its marks, logos, and the layout of the Construx Content, and this Agreement does not grant any right to use such trademarks or trade dress.
4.0Acceptance, Term and Termination.
4.1Acceptance. You agree to the terms of this Agreement by indicating your acceptance, either upon establishment of your User Account or by accepting the terms of this Agreement prior to accessing the Construx Content for the first time. Once You access the Construx Content you may only terminate this Agreement in accordance with the provisions of this Agreement.
4.2Term. This Agreement is effective upon acceptance and shall continue for as long as You have any continuing right to access the Construx Content as provided by the terms of Your User Account.
4.3Termination on Breach;Opportunity to Cure. In the event of a breach of a material term of this Agreement by either party, the breaching party shall have thirty days to cure the breach after receipt of written notice of the breach. In the event the breach has not been cured upon the expiration of the thirty day period then the non-breaching party may immediately terminate this Agreement. In the event of breach by nonpayment or infringement of Construx proprietary rights, Construx may immediately disable Your User Account access together with notice of the breach.
4.4Insolvency. In the event of bankruptcy, insolvency, or receivership by either party, the other party may immediately terminate this Agreement at its option.
4.5Effect of Termination. Upon termination of this Agreement for any reason, all rights of access to the Construx Content shall immediately terminate. All restrictions against the infringement of Construx proprietary shall survive the termination of this Agreement.
5.0Representations, Warranties and Indemnification.
5.1General Representation. Each party warrants and represents that it has the authority to enter into this Agreement, and that it is not bound by any other agreement, obligation, or restriction that would interfere with its ability to perform its duties under this Agreement.
5.2General Indemnification. Subject to any limitations set forth in this Agreement, each party will indemnify the other party against all liabilities arising out of or related to the party’s performance or breach of this Agreement.
5.3Intellectual Property Indemnification. Construx will indemnify You with respect to any and all liabilities arising out of any third party claim brought against You claiming that the Construx Content infringes any patent, trademark, copyright or trade secret of any third party; provided, however, that You (i) promptly notify Construx in writing of such claim; (ii) give Construx the right to control and direct the investigation, preparation, defense and settlement of any claim; and (iii) give reasonable assistance and cooperation for the defense. Construx shall pay any resulting damages, costs and expenses finally awarded to a third party, but Construx shall not be liable for such amounts incurred by You without prior written authorization from Construx. Construx may, at its option, replace or modify any Construx Content to avoid infringement or the possibility of infringement, and such replacement or modification is sufficient to cure any related breach and to indemnify You against loss of access to the Construx Content. If replacement or modification is not reasonably possible, Construx may refund the proportionate amount paid by You for the Construx Content no longer accessible, and such payment shall complete indemnification for the loss of access.
5.4Platform Support; Limitation of Liability. Construx does not warrant that the Construx Content will be accessible on all electronic devices or on all networks, and has no obligation to provide support for such access unless the parties expressly agree otherwise in writing. Construx shall not be liable to You or to any third party for any loss of profits or any special, incidental, indirect, or consequential damages, even if informed in advance of the possibility of such damages. Construx’s entire liability for any and all claims arising out of or related to this Agreement or the provision of the Construx Content shall not exceed the amount actually paid by You under this Agreement
5.5Disclaimer of Warranties. Except as expressly provided in this Agreement, Construx disclaims all other warranties of any kind, including warranties of merchantability, fitness for a particular purpose, and noninfringement. Time is not of the essence with respect to access to the Construx Content unless both parties acknowledge it in writing in advance.
5.6Non-Competition. You warrant and represent that your intent in accessing the Construx Content is for any legitimate purpose other than to develop materials to be used in competition with Construx in its marketing of the Construx Content.
5.7No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
6.1No Assignment. You may not (by contract, operation of law or otherwise) assign this Agreement or any right, obligation, or interest in this Agreement without prior approval from Construx. Any such assignment shall be void at the time of the purported assignment. Subject to the foregoing restriction on assignment, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the successors, assigns and legal representatives of the respective parties to this Agreement.
6.2Entire Agreement; Amendment. This Agreement, together with the terms of your User Account, sets forth the entire agreement and supersedes any and all prior agreements of the parties with regard to the subject matter of this Agreement. Both this Agreement and Your User Account may be modified and accepted in a manner consistent with your acceptance of this Agreement. No other amendment or modification of this Agreement shall be valid unless set forth in a written instrument signed by both parties.
6.3Section Headings. The section and subsection headings used in this Agreement are for reference and convenience only and shall not be used for interpretation of this Agreement.
6.4Nonwaiver. The failure of any party to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance.
6.5Unenforceable Provisions. The invalidity or unenforceability of any provisions of this Agreement shall not affect the other provisions, and in the event any provisions are deemed invalid or unenforceable then those provisions and the remainder of the Agreement shall be construed to maintain the substance of the Agreement to the greatest extent possible.
6.6Survival. All portions of this Agreement that may reasonably be interpreted to survive termination of this Agreement shall survive termination, including (without limitation) warranties, indemnification, Intellectual Property rights, and applicable rights of enforcement of this Agreement.
6.7Governing Law; Courts. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington. Any claim by you arising out of or related to this Agreement may only be asserted in the state or federal courts in Washington.
6.8Injunctions. The breach of obligations under this Agreement will result in irreparable injury for which there will be no adequate remedy at law. In the event of such breach, the injured party will be entitled to injunctive relief or specific performance in addition to monetary damages and such other remedies as may be necessary or appropriate to address such injuries.
6.9Notices. All notices required under this Agreement shall be in writing and deemed received when sent by email to Construx at [email protected] or to You at the email address You provide in the establishment of Your User Account, or when actually delivered by registered mail or a similar courier service and addressed to the other party.
6.10Force Majeure. Neither party shall be liable for delays or failure to meet its obligations under to this Agreement due to causes beyond the party’s reasonable control and not caused by the negligence of such party, and any obligations shall be excused for the period that performance is prevented or delayed.
6.11Counterparts. This agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.
Vueocity Terms of Service
- Vueocity is a platform that enables packaging, marketing, selling, and delivery of digital content.
- The following terms set out the relationship between Vueocity (“Vueocity”,”us”,”we”,”our” and you (“you”,”your”).
- With respect to the mechanism by which we facilitate the storing, marketing, selling or delivery of digital content, we will refer to this as “our platform”.
- With respect to individuals or organizations who market, sell, and/or deliver content through Vueocity, you will be referred to as a “site owner”. The individual platform site(s) you maintain on Vueocity are referred to as “sandboxes”.
- With respect to individuals or organizations who view or purchase services through a Vueocity site owner, you will be referred to as a “customer”.
- These terms set forth are legally binding and apply whenever you use the platform. By accessing and/or using our platform you agree to be bound by these terms. If you do not agree to these terms, you may not access this platform.
- We reserve the right to change these terms at any time. Updated terms will be posted on this site. Before using our platform, you should always review our terms and policies for updates.
- Any failure by us to enforce any terms set out in our agreement with you is not a waiver of our rights to enforce those terms.
- If a term of our agreement with you is unenforceable or void, that term can be severed and the rest of the agreement with you will continue to apply.
- Our agreement with you does not create a partnership, agency, employment or other relationship between you and us.
Agreement of use
All site owners and customers of our platform agree:
- Our platform is a conduit that site owners use to sell or share, and customers to view and purchase digital goods. You do not buy from, or sell to, us. We do not fulfill sales from site owners to customers. We cannot ensure that a site owner or customer will complete a transaction.
- You may not use our platform if you are under the age of 18, or otherwise able to enter legally binding contracts, or if you are suspended from using our platform.
- You will not use scripts, bots or other automated technology to access or scrape content from our platform.
- You are responsible for safeguarding the login information that you use to access our platform and you agree not to disclose your password to any third party. You are responsible for any activity with your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account.
- We are not responsible for any other websites that are linked through to our platform. We do not endorse any content on those sites.
- You agree that we can contact you from time to time, by email or otherwise, in relation to the operation of our platform.
- You agree that if you dispute a transaction you entered into with a respective site owner or customer, you will contact the other party directly to resolve the dispute. You agree that we do not have any obligations to resolve the dispute between you and the other party regarding the transaction. We may choose to become involved in at our discretion, but we have no obligation to do so.
- We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of our platform.
- You will not breach or otherwise circumvent any security or authentication measures.
- You will not access, tamper with, use non-public areas you have not been invited to use.
- We reserve the right at any time to modify or discontinue, temporarily or permanently, the entire platform or a platform service.
- By use of our platform, you have accepted our Terms of Service. With this acceptance, we hereby grant you a limited nonexclusive, nontransferable, revocable license to use our platform. Your license to use our platform will be automatically revoked should you violate our Terms of Service and/or other policies.
- We hereby reserve all rights not expressly granted in these terms.
As a site owner on our platform, you agree:
- You retain full ownership rights to your content. These terms do not grant us rights to your content or intellectual property.
- By using our platform you are extending us limited rights, which are needed to run our platform (hosting your files, delivering them after a sale or for sharing at your direction). These limited rights also extend to our trusted third parties we work with to provide our platform, for example Amazon Web Services, which provides our storage space.
- Our platform allows site owners to sell and share digital goods. Site owners are responsible for any Digital Rights Management which would prevent a customer from copying, modifying or sharing these goods. To assist site owners in protecting digital goods, we will provide deterrents that include PDF Protection, Audio/Video Streaming, One at a Time Dashboard Access, Time Limit Access, and Dashboard Access Tracking. We do not guarantee that these deterrents will protect your content.
- You must comply with all applicable laws, regulations, standards, and codes of conduct. You are solely responsible for ensuring that you understand your obligations in this regard, and that you comply with those obligations. This includes, but is not limited to, your obligation not to sell illegal or infringing products.
- You will not store, sell, share, display, stream, distribute, email, link to or transmit content that is protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, or control such rights or have received all necessary consents.
- You will not store, sell, or share content that is unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred.
- You will not store, sell, or share content that contains computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system, data, or personal information, or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs.
- You will not Sell or distribute counterfeit, pirated or stolen goods, any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy.
- You will not sell or distribute goods or services that if sold by our platform would cause us to violate any law, statute or regulation.
- You will not use a trade name or other descriptive term in connection with operating your sandbox that is confusing or misleading to participants, or may otherwise impersonate or deceive participants with respect to your identity.
- You will not provide inaccurate, false or misleading information to Vueocity or to prospective customers and you must promptly notify us if any previously supplied information becomes inaccurate, false or misleading.
- You will not download software or other code on to a customer’s system without the consent of the customer.
- If you delete content, we will make reasonable efforts to remove it from our platform, but you acknowledge that caching or other links to or download of the content may mean that the content continues to be available.
As a customer of our platform, you agree:
- Content that is purchased and delivered on our platform may not be shared or sold by the buyer of said content unless authorized by the site owner of said content.
- You will pay for products or services purchased by you.
Site Owner Terms for Selling Content
- PayPal is used as a third-party service provider for selling digital goods to customers. Site owners are required to maintain an active and in-good-standing PayPal account.
- Payment for goods sold will be remitted through the site owner’s PayPal account.
- As a site owner, you are responsible for determining any tax liability of goods for sale and must complete tax set-up information when activating a sandbox.
- We will, with the assistance of a third party, calculate and add to the purchase price assumed applicable sales taxes based on the information provided by the site owner and the location of the site owner and purchasing customer. We do not accept liability for accuracy of the tax calculation.
- PayPal will remit collected tax payments to the site owner.
- The site owner has sole liability for submitting tax payments to relevant tax jurisdictions.
- At no time will we provide tax advice or reporting and you agree to indemnify us in any dispute of all tax matters.
- We will charge your PayPal account a monthly platform charge based on the service level you select plus any additional active users and download activity. That charge will be billed through your PayPal account on the day of the month that services start (renewal date). For example, if paid services start on the 5th of the month our system will charge your PayPal account on the 5th of each month. This is a pre-payment for your use of the Vueocity platform.
- Pricing is subject to change upon 30 days’ notice. Such notice may be provided at any time by posting the changes to the www.vueocity.com website or on the platform itself.
- No refunds will be issued for monthly platform charges.
- We offer a number of service level options. If you choose to upgrade to a higher level, or downgrade to a lower level, your monthly platform charge will be adjusted on your next renewal date.
- Our platform uses Amazon Web Services for data storage. All traffic between our platform and the cloud uses SSL to establish a secure, encrypted channel. This ensures that any data (customer names, passwords, and content) cannot be intercepted and read by a third party. You can find more information about Amazon's security at their web site.
- Vueocity employees, contractors, and any third parties we contract with for services are prohibited from viewing content you store with us. However, a small number of our support personnel are permitted to access data to maintain compliance with our Terms of Service and Privacy Policies.
- We utilize PayPal for customer and site owner payments. Please be aware that they utilize their own security protocols and have their own privacy policies. You can find more information about PayPal's security at their web site.
- In compliance with the laws of the United States, we will cooperate with law enforcement when we receive a valid legal request. This may require us to provide the contents of your account.
- By acting as a site owner or customer of the Vueocity platform, you acknowledge that no system can guarantee data security with 100% certainty. We will investigate any and all reported security issues arising from the use of our platform.
- Please contact us at [email protected] if you have a security concern.
DMCA Notice of Infringement
- If someone believes that content on our platform is infringing their intellectual property rights, they can send a DMCA Notice to [email protected] Upon receiving a DMCA Notice, we may remove or disable access to the material claimed to be a copyright infringement if we believe it infringes on any third party’s intellectual property.
- If we remove a site owner’s content in response to a DMCA Notice, we will notify said site owner and provide a copy of such notice. If the site owner believes the content was wrongly removed due to a mistake or misidentification, they may submit a timely Counter Notification to [email protected].
- Upon receiving an effective Counter Notification, we will promptly forward it to the reporting party. If the reporting party fails to notify us within ten (10) business days that it has filed an action seeking a court order to restrain site owner from engaging in the allegedly infringing activity, we will consider, in our sole discretion, restoring eligible content to our platform.
- We retain the right to terminate any User’s account and/or access to the platform after receipt of a single DMCA Notice, or at our sole discretion.
- Site owners may terminate this agreement and discontinue service at any time. Termination of charges will be effective as of your next renewal date. Content will be removed and your sandbox de-activated within 48 hours of cancellation.
- We reserve the right to terminate your account at any time for any reason, including a breach of the terms of this agreement, any law or suspicion of fraudulent activity.
- If your account is terminated, we may elect at our discretion to permanently delete all your content and it may not be able to be recovered or accessed.
- We do not warrant that our platform are error, virus or fault free. Periodically, we may need to restrict or suspend access to our platform. We do not warrant that our platform will always be available or that it will operate in an uninterrupted manner.
- You release us from liability for any loss or damage including, but not limited to loss of profits, loss or corruption of data, loss of reputation, business or opportunity or for any direct, indirect, incidental or consequential loss or damage which you or a third party may incur.
- You indemnify us and our related bodies corporate against any claims, loss, liability or damage (including legal costs) we may incur as a result of your use of our platform (including but not limited to transactions made, or attempted to be made, via our platform), your content being on our platform, your breach of your agreement with us, and from any claims from third parties (including but not limited to customers).
- You hereby waive any claim against us, and release us from any liability, in relation to any transaction you enter into with any customer or site owner using our platform. You agree that such transactions are contracts between you and the customer or site owner, as the case may be, and they we are not a party to, or agent of any party to, those contracts.