End User License Agreement (EULA)

For Vintegrate Software Subscriptions

This End User License Agreement (“Agreement”) is a legal contract between you (“User” or “You”) and KLH Consulting, Inc. (“Vintegrate,” “We,” “Us,” or “Our”) regarding your subscription to, access to, and use of Vintegrate Software products and services, including all associated documentation, online materials, and updates (collectively, the “Software”). By subscribing to, installing, accessing, or using the Software, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, do not subscribe to, download, install, or use the Software.

1. Grant of License

Vintegrate grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software solely for your internal business purposes, subject to the terms and conditions of this Agreement and any applicable order or subscription documentation. All rights not expressly granted herein are reserved by Vintegrate.

2. Subscription Terms

Your right to use the Software is provided under a subscription model and is conditioned on your timely payment of all subscription fees and compliance with this EULA.
The subscription term is specified in your order or subscription documentation. Upon expiration, your right to use the Software will end unless you renew your subscription.
Vintegrate may offer free trials or promotional periods, which are subject to all terms of this Agreement.

3. Restrictions

You agree that you will not, and will not permit others to:

Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software, except to the extent such actions are expressly permitted by law, notwithstanding this limitation.
Modify, adapt, translate, or create derivative works based on the Software.
Copy, reproduce, distribute, lease, rent, loan, sell, sublicense, or otherwise transfer the Software to any third party.
Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
Circumvent, disable, or otherwise interfere with any security or authentication features or measures of the Software.
Use the Software in any manner that violates applicable laws or regulations.
Use the Software to build a competing product or service, or use any features or functions of the Software to compete with Vintegrate.
Permit access to the Software by multiple users with a single account unless explicitly allowed in your subscription plan.

4. Ownership and Intellectual Property

The Software is licensed, not sold. All title, ownership rights, and intellectual property rights in and to the Software, including but not limited to copyrights, trade secrets, and trademarks, are and shall remain the property of Vintegrate and its licensors. Your use of the Software does not grant you any rights to Vintegrate’s intellectual property except as expressly provided herein.

5. Updates and Upgrades

Vintegrate may, at its sole discretion, provide updates, upgrades, enhancements, or fixes to the Software (“Updates”). Updates may be provided automatically or require your action. This Agreement shall govern any Updates provided unless such Update is accompanied by a separate agreement, in which case the separate agreement will govern.

6. Support and Maintenance

Vintegrate may offer support and maintenance services for the Software as described in your subscription agreement or on Vintegrate’s website. The provision of such services is at Vintegrate’s discretion and may change from time to time.

7. Data and Privacy

In the course of providing the Software, Vintegrate may collect, store, process, and transmit data, including personal data, as described in its Privacy Policy.
You consent to the collection and processing of such data as described in the Privacy Policy.
You are responsible for ensuring your compliance with all applicable data protection and privacy laws regarding your use of the Software and your data.

8. Confidentiality

You agree to keep confidential all non-public information disclosed to you by Vintegrate in connection with the Software, and not to use such information except as necessary to use the Software in accordance with this Agreement.

9. Term and Termination

This Agreement is effective for the duration of your subscription term unless earlier terminated as provided herein.
Vintegrate may terminate this Agreement and/or your subscription immediately if you breach any provision of this Agreement, fail to make timely payment of any fees, or otherwise violate the terms of use.
Upon termination or expiration of your subscription, you must immediately cease all use of the Software and destroy all copies in your possession or control.
Sections regarding ownership, confidentiality, disclaimers, liability, and other provisions which by their nature are intended to survive, shall survive termination.

10. Fees and Payment

You agree to pay all fees specified in your order or subscription documentation, including any applicable taxes.
Failure to pay fees when due may result in suspension or termination of your access to the Software.
All payments are non-refundable unless otherwise specified in writing by Vintegrate.
Vintegrate reserves the right to change subscription pricing upon renewal, with advance notice as required by law or specified in your subscription agreement.

11. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE ERROR-FREE OR UNINTERRUPTED. Vintegrate does not warrant that the Software will function in combination with any hardware, software, systems, or data not provided by Vintegrate.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VINTEGRATE AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF VINTEGRATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VINTEGRATE’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO VINTEGRATE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Vintegrate, its affiliates, licensors, suppliers, and their respective officers, directors, employees, and agents from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Software, your violation of this Agreement, or your violation of any third-party rights.

14. Export Controls

You agree to comply with all applicable export laws and regulations. You may not use, export, or re-export the Software except as authorized by applicable U.S. law and the laws of the jurisdiction in which the Software was obtained.

15. U.S. Government Rights

If you are a user acting on behalf of a U.S. Government agency, the Software is “commercial computer software” as defined in 48 C.F.R. §2.101 and is provided with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

16. Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of California, County of Sonoma, without reference to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with venue in Santa Rosa, California, unless otherwise required by law.

17. Amendments

Vintegrate reserves the right to modify or update this Agreement at any time, in its sole discretion. Vintegrate will notify you of any material changes to the Agreement. Your continued use of the Software after such notice constitutes your acceptance of the amended Agreement.

18. Miscellaneous

This Agreement constitutes the entire agreement between you and Vintegrate regarding the use of the Software and supersedes all prior agreements or understandings.
If any provision of this Agreement is found to be unenforceable, it shall be modified to the minimum extent necessary, and the remainder of the Agreement shall remain in full force and effect.
Failure by Vintegrate to enforce any right or provision of this Agreement shall not constitute a waiver of such provision or any other provision.
You may not assign or transfer this Agreement or any rights or obligations hereunder without Vintegrate’s prior written consent. Vintegrate may freely assign this Agreement in its sole discretion.
All notices required or permitted under this Agreement shall be in writing and delivered to the address provided in your subscription documentation or as otherwise specified by Vintegrate.

By subscribing to, accessing, or using Vintegrate Software, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this End User License Agreement.

EULA