Vitalics End User License Agreement
PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement (“EULA”) is a legal agreement between (a) you (either an individual or a single entity) and (b) JA Publications, LLC / Vitalics (“VITALICS”) that governs your use of any Software Product, installed on or made available by VITALICS for use with your VITALICS product (“Vitalics Product”). Other software provided by third parties and used with the Vitalics Product may be subject to a separate EULA. The term “Software Product” means computer software and may include associated media, printed materials, electronic templates and files and “online” or electronic documentation. An amendment or addendum to this EULA may accompany the Vitalics Product.
INSTALLING THE VITALICS INTERNAL CONTROL SYSTEM, REMOVING THE STICKER OR OTHER EULA NOTIFIER FROM THE VITALICS PRODUCT OR OTHERWISE TAKING ANY STEP TO INSTALL OR USE THE VITALICS SYSTEM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOUR SOLE REMEDY IS TO RETURN, REMOVE FROM YOUR COMPUTER OR ONLINE CLOUD STORAGE AND NOT USE THE ENTIRE VITALICS PROGRAM TO YOUR PLACE OF PURCHASE WITHIN 30 DAYS FOR A FULL REFUND SUBJECT TO THE REFUND POLICY OF YOUR PLACE OF PURCHASE.
1. GRANT OF LICENSE. Vitalics grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:
a. Use. You may use the Vitalics Product and only on a single license at one time (“Your Computer”). You do not have the right to distribute the Vitalics Software Product. You may load the Software Product into Your Computer’s temporary memory (RAM) for purposes of using the Vitalics Product.
b. Storage. The Software Product may be stored or copied on your computer system, accounting software or cloud software for use.
c. Reservation of Rights. The Software Product is licensed, not sold, to you by JA Publications, LTd / Vitalics. Vitalics and its suppliers own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.
d. Freeware. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software Product which constitutes non-proprietary Vitalics software or software provided under public license by third parties (“Freeware”), is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by you shall be governed entirely by the terms and conditions of such license.
2. UPGRADES. To use a Vitalics Product identified as an upgrade, you must first be licensed for the original Vitalics Software Product identified by VITALICS as eligible for the upgrade to additional forms and files.
3. ADDITIONAL SOFTWARE. This EULA applies to updates or supplements to the original Software Product provided by VITALICS unless VITALICS provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.
a. Third Party. The Software Product may NOT be transferred to another end user as part of a transfer of the Vitalics Product on which it is installed.
b. Restrictions. You may not rent, lease or lend the Software Product or use the Software Product for commercial timesharing or bureau use. You may not sublicense, assign or transfer the license or Software Product except as expressly provided in this EULA.
5. PROPRIETARY RIGHTS. All intellectual property rights in the Software Product and user documentation are owned by JA Publications, Ltd /VITALICS or its suppliers and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of VITALICS and its suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product or Vitalics Product.
6. LIMITATION ON REVERSE ENGINEERING. You may not reverse engineer, decompile, disassemble or create derivative works of the Software Product, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Unauthorized copying of the Software Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to VITALICS for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
7. TERM. This EULA is effective unless terminated or rejected. This EULA will also terminate upon conditions set forth elsewhere in this EULA or if you fail to comply with any term or condition of this EULA.
8. CONSENT TO USE OF DATA. You agree that VITALICS and its affiliates or suppliers may collect and use technical information you provide in relation to support services related to the Software Product. VITALICS and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.
9. DISCLAIMER OF WARRANTIES. You acknowledge that the Vitalics Product is for backup and redundancy only, and should not be used as a sole or primary source of storage. The Software Product is offered on an “AS-IS” basis and VITALICS does NOT warrant that the functions contained in the Software Product will meet your requirements or that the operation of the Software Product will be uninterrupted or error free. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VITALICS AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VITALICS OR A VITALICS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety.
IN NO EVENT DOES VITALICS PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE VITALICS PRODUCT IS DESIGNED TO BE USED, AND VITALICS DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
10. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of VITALICS and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Vitalics Product or US$25.00.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VITALICS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF VITALICS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
11. U.S. GOVERNMENT CUSTOMERS. Consistent with FAR 12.211 and 12.212, Commercial Computer Software, Computer Software Documentation, and Technical Data for Commercial Items are licensed to the U.S. Government under VITALICS’s standard commercial license.
12. COMPLIANCE WITH EXPORT LAWS. You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the Software Product is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
13. CAPACITY AND AUTHORITY TO CONTRACT. You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.
14. APPLICABLE LAW. This EULA is governed by the laws of the United States exclusive of conflict of law provisions and you attorney to the jurisdiction of the courts of the United States with respect to any proceedings arising from this EULA. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.
15. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Vitalics Product) is the entire agreement between you and VITALICS relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any VITALICS policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.
The information contained herein is subject to change without notice. The only warranties for Vitalics Products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. VITALICS shall not be liable for technical or editorial errors or omissions contained herein. ©2021 JA Publications, Ltd / Vitalics. All rights reserved. Rev. 02/23