BY SELECTING “AGREE”, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE SAME. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY SELECTING “AGREE” YOU ARE ALSO DECLARING THAT YOU ARE AN INDIVIDUAL WHO IS AT LEAST 18 YEARS OLD AND YOU HAVE FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT.
For purposes of this Agreement, “you” and “your” means you as an individual user of the Software. If you use the Software on behalf of a company, organisation, or other entity, then “you” includes you and that entity. If you are creating an account on behalf of a company, organisation, or other entity, (a) you represent and warrant that you are an authorised representative of the entity with authority to bind the entity to this Agreement, and (b) you agree to this Agreement on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
“Software” or “Vendo” means the software programs made available by Licensor, as updated or modified in Licensor’s sole discretion. The Software may automatically download and install upgrades, updates or other new features. “Documentation” means online published user manuals or other documentation that Licensor makes publicly available for use with the Software.
You agree and understand that this is a license agreement and not an agreement for sale and that all rights, title and interest, including all intellectual property rights, in and to the Software and Documentation are owned and reserved by Licensor or are licensed to Licensor by a third party. No license or other right of any kind is granted to you except as expressly provided in this Agreement. Nothing in this Agreement shall be construed as conferring any license or right with respect to any of Licensor’s trademarks, service marks, trade names or brand names in any way. All rights not expressly set forth in this Agreement are reserved by Licensor.
Ownership: You maintain ownership of and responsibility for the following while using the Software: (1) your files, designs, models, images or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Software by you, and (2) your specific output generated by the Software, if any, based on any of the foregoing (collectively, “Content”). By creating, submitting or transmitting to, posting or otherwise making your Content available to Vendo and/or others, you acknowledge and agree that (1) you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Content, (2) you will evaluate and bear all risks associated with your Content, and (3) under no circumstances will Vendo and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for your Content as you transmit or otherwise use it, including but not limited to any errors or omissions.
Availability and Security: While Vendo will use commercially reasonable efforts to provide you with continuous access to the Software and Services, Vendo does not guarantee that your Content, the Software or the Services will be available or usable by you at all times during the Term or following the termination of your subscription. Vendo understands that the security of your personal information and projects is important. We provide reasonable administrative, technical, and physical security controls to protect your personal information and data. However, like all companies, we cannot guard against all techniques used to breach our security measures and those of our third-party providers, and we, or our third-party providers, may experience security breaches in which your Content, information and data are maliciously accessed, disclosed or used.
Vendo Access: Vendo personnel will not access Content that you have not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Software for you and/or other users, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) at your request or with your consent given to Vendo’s technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in Vendo’s Privacy Policy.
Confidentiality: Vendo may disclose your Confidential Information if it is compelled by law to do so, provided that Vendo gives you prior notice of such compelled disclosure (to the extent legally permitted). You agree and acknowledge that Vendo may access and disclose your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Vendo and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to such Content.
Legal Disclosure: Vendo will consider your Content to constitute confidential information, with the exception of any such Content that (1) is or becomes generally known to the public without Vendo’s breach of this Agreement, (2) was known to Vendo prior to its disclosure by you without breach of any obligation owed to you, (3) is received from a third party without breach of any obligation owed to you, or (4) was independently developed by Vendo (“Licensee Confidential Information”). In hosting and otherwise using Licensee Confidential Information, Vendo will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (1) not to use any Licensee Confidential Information for any purpose outside the scope of this Agreement and the Privacy Policy, and (2) except as you otherwise permit in writing, to limit access to Licensee Confidential Information to those of Vendo’s and employees, contractors, service providers and agents who need such access for purposes consistent with this Agreement, and who are subject to confidentiality obligations with Vendo containing protections no less stringent than those herein.
Intellectual Property: In your use of the Software, you agree to respect others’ intellectual property and other rights. In particular, you will not upload, submit or otherwise transmit any Content that: (1) infringes or otherwise violates any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; (2) you do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements).
Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Software. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of the Software. You are fully and solely responsible for all activities that occur on the Software under your Passwords.
You shall not, nor may you assist anyone else to (as applicable):