Last updated: September 20, 2022
THIS USER AGREEMENT (the “Agreement”), is made and entered into as of ______________, 2022 (the “Effective Date”), by and between Viam Inc., a Delaware corporation with offices located at 1900 Broadway, 6th Floor, New York, NY 10023 ( “Viam”), and __________________________ (“User”).
1. Viam Platform. The “Viam Platform” consists of (i) app.viam.com and (ii) all related documentation. Subject to User’s full compliance with all the terms of this Agreement, Viam grants User a nonexclusive, limited license during the term to access and use the Viam Platform, only for User’s own internal use, in accordance with Viam’s documentation. The Viam Platform may work with software that is made available under one or more separate license agreements. Such software is not subject to this Agreement. No training or support services are provided under this Agreement. Viam may in its sole discretion modify, enhance or otherwise change the Viam Platform.
2. Restrictions. User shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Viam Platform; (ii) copy, modify, translate, or create derivative works of the Viam Platform , in whole or in part; (iii) use or access the Viam Platform for timesharing or service bureau purposes; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, commercialize or otherwise make available the Viam Platform; (v) use the Viam Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws or regulations (including but not limited to any privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or (vi) permit any third party to do any of the foregoing. User will use reasonable efforts to prevent any unauthorized use of the Viam Platform , and will promptly notify Viam of any unauthorized use that comes to User’s attention and provide all reasonable cooperation to prevent and terminate such use.
3. Feedback. User may, in its sole discretion, make suggestions for changes, modifications or improvements to the Viam Platform (“Feedback”). All Feedback shall be solely owned by Viam (including, with respect to all intellectual property rights). User shall and hereby does make all assignments necessary to achieve such ownership.
4. Term. This Agreement shall remain in effect except as specified below. Viam reserves the right to change the terms of this Agreement at any time and will use commercially reasonable efforts to notify User prior to such changes. By continuing to use the Viam Platform in any way after a change to the terms of this Agreement becomes effective, User agrees to be bound by the updated Agreement.
5. Termination. Either party may terminate this Agreement as to the Viam Platform immediately upon written notice by either party. Upon any termination, User shall immediately cease all use of the Viam Platform and Viam may delete any data or other information of User stored within the Viam Platform. Sections 3, 4, 6, 7, 8, and 9 shall survive any termination or expiration of this Agreement. Termination is not an exclusive remedy and all other remedies will remain available.
6. Warranty Disclaimer. THE VIAM PLATFORM ARE PROVIDED “AS IS, AS AVAILABLE” AND VIAM AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, RELATING TO THE VIAM PLATFORM PROVIDED HEREUNDER OR SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NONNFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER VIAM NOR ITS SUPPLIERS SHALL BE LIABLE WITH RESPECT TO THE VIAM PLATFORM OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (II) DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEABLE; (III) USE YOU OR OTHERS MAY MAKE OF THE VIAM PLATFORM, (IV) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) MATTER BEYOND ITS REASONABLE CONTROL, IN EACH CASE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Indemnification. User agrees that (i) Viam and any contributors shall have no liability whatsoever for User’s use of the Viam Platform and (ii) User shall indemnify, and hold harmless, and (upon request) defend Viam and any other user or contributor from and against any and all claims, damages, liabilities, losses, and costs (including reasonable attorneys’ fees) suffered or incurred by such party which arise from or relate to User’s (a) use of the Viam Platform, or (b) breach of this Agreement.
9. Miscellaneous. Neither this Agreement nor the licenses granted hereunder are assignable or transferable; any attempt to do so shall be void. Viam may assign this Agreement in whole or in part. As between the parties, Viam will own all intellectual property rights in the Viam Platform and anything else created in pursuant to the Agreement, including but not limited to all copies, improvements, modifications and derivative works thereof, related documentation and materials. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Delaware, without regard to conflicts of laws provisions thereof. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal courts located in the State of Delaware. Except for changes or modifications as set forth in Section 4, no other changes, modifications, waivers or amendments shall be effective unless in writing and signed by the parties hereto. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement.