Self-Service License Agreement

VACAVA® INC.
RAPIDBIZ SELF-SERVICE LICENSE AGREEMENT

This Application License Agreement ("Agreement") is a legal agreement between you, Licencee, a legal entity ("you" or "your"), and VACAVA Inc ("VACAVA") governing your use of RapidBIZ Self-Service ("RSS") delivered by VACAVA.

PURPOSE. PURPOSE. RapidBIZ Self-Service is a product offering of VACAVA and is licensed for any user to create, deploy and use new Micro Server Apps ("MSAs") in the cloud, or on premise.
USAGE. You will be using RSS to create cloud based applications for your use that will be automatically deployed to a cloud server environment provided by VACAVA.
FUNCTIONAL BOUNDARIES. The scope of RSS is limited to those types of applications that can be created without any knowledge of programming techniques or programming languages. Therefore, RSS is designed to be easy to use and because of this, it is limited in functional capability around several different application models. VACAVA makes no representation regarding the types of applications that can be created – that is solely up you and your creative capability.
LICENSE GRANT; RESTRICTIONS ON USE. RapidBIZ Self-Service is licensed not sold to you. The MSA's you create may contain a license key that limits your usage to that which has been agreed to and paid by you. Provided you have paid all applicable fees as agreed to, VACAVA hereby grants you a nonexclusive, non-transferable, terminable and limited license to RSS. The MSA's created by you are delivered with a worldwide license where you are permitted to change/or modify the MSA's as needed within the functional boundaries of RSS.
MAINTENACE AND SUPPORT SERVICES. VACAVA may, but is not obligated to, provide you with maintenance and support services related to the MSA's you create.
TERMINATION. This Agreement shall automatically terminate if you fail to comply with any of the terms or conditions of this Agreement. If the breach is not uncured for period of 15 days after written or email notice from VACAVA, your access to the application(s) you created will be suspended; and terminated after 30 days. Upon termination, VACAVA will delete the MSA and any associated data.
VACAVA WARRANTIES; DISCLAIMER.
1. RSS IS DELIVERED TO YOU ON AN "AS IS" BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER
2. RSS IS LICENSED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, AND VACAVA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. VACAVA AND ITS LICENSORS DO NOT WARRANT THAT RSS IS VIRUS FREE OR ERROR FREE, THAT ITS USE WILL BE UNINTERRUPTED OR THAT THE INFORMATION CONTAINED IN THE RSS IS CORRECT OR WILL MEET YOUR REQUIREMENTS.
LIMITATION OF LIABILITY.
1. IN NO EVENT SHALL VACAVA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, TREBLE OR PUNITIVE DAMAGES OR OTHER SIMILAR DAMAGES (SUCH AS LOST PROFITS, LOSS OF USE OR REVENUE, BUSINESS INTERRUPTION OR LOSS OF DATA) IN CONNECTION WITH THIS AGREEMENT, OR USE OR PERFORMANCE OF RSS, WHETHER ANY CLAIM THEREFOR IS BASED UPON CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY) OR ANY OTHER THEORIES OF LIABILITY.
2. IN NO EVENT SHALL VACAVA OR ITS LICENSORS BE LIABLE TO YOU UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE TOTAL LICENSE FEE PAID BY YOU FOR RSS THAT GIVES RISE TO THE CAUSE OF ACTION.
3. THIS LIMITATION OF LIABILITY PROVISION CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND VACAVA WOULD NOT LICENSE RSS TO YOU WITHOUT SUCH LIMITATION.
4. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN 1 YEAR AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION OCCURRED.
YOUR WARRANTY. You warrant that
1. you have full authority to accept and perform this Agreement; and
2. this Agreement has been duly accepted by you and constitutes a legal, enforceable and binding obligation on you
OWNERSHIP.
1. All title and intellectual property right in and to RSS are owned by VACAVA. This Agreement does not grant you any rights in VACAVA’s corporate name, or trademark or service mark of VACAVA and you shall have not right to use same directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party without the prior written approval of VACAVA for each such use.
2. VACAVA acknowledges that any and all of the Intellectual Property Rights and other intellectual property rights in connection with any MSA created by you and all documentation, flowcharts, drawings, specifications, manuals and other data which are created as a result of this vest in and shall be the sole property of you. You have the right to assign individuals access to use the MSA's created by you.
CONFIDENTIALITY AND INJUNCTIVE RELIEF. Any information and materials provided by VACAVA or its licensors to you, including without limitation RapidBIZ, shall be considered the confidential and proprietary information ("Proprietary Information") of VACAVA.
INDEMNIFICATION. You shall indemnify and holds harmless VACAVA from and against any claim, loss, liability, damages, settlements, judgment, tax, penalty, fine, fees, or other expenses (including attorney and expert fees and court costs) arising out of or resulting from your (or your employees if you are a legal entity) acts and omissions related to use or misuse of RSS, except to the extent any such claim, loss or liability arises out of or results from the gross negligence or intentional misconduct on the part of VACAVA.
U.S. GOVERNMENT RESTRICTED RIGHTS. RSS is Commercial Computer Software, and was developed solely at private expense. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is subject to restrictions as set forth in Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19, subsections (c)(1) and (2), as proscribed by FAR 27.405(b)(2), or the restrictions set forth in this license agreement pursuant to DFAR 227.7202-3(a), whichever is applicable. Copyright, VACAVA, Inc. 2003 to 2017. Partially unpublished - rights reserved under the Copyright Laws of the United States.
NOTICES. Any notice permitted or required to be given under this Agreement shall be deemed sufficient if given by email, website notification or through alert issued in RSS, registered or certified mail, or courier service. Notices to VACAVA should be sent to VACAVA at 3131 Superior Dr NW, Rochester, MN 55901, or to vacavamarketing@vacava.com
GENERAL PROVISIONS. If there is any conflict between this Agreement and any other agreement, such as a Development Agreement, with VACAVA, the other agreement shall control. Except as indicated in the prior sentence, this Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject hereof and supersedes and replaces any and all prior agreements, understandings, promises and representations, oral or written. This Agreement may only be amended or modified in a writing duly executed by representatives of both parties. This Agreement may not be assigned or transferred by you, including by operation of law, except with the prior written consent of VACAVA. Any prohibited assignment shall be null and void. This Agreement shall be construed and interpreted under the laws of the State of Minnesota, excluding its choice of law rules. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is found to be unenforceable or invalid by an arbitrator or a court of competent jurisdiction, such provision shall be interpreted so as to best accomplish the objectives of such provision and the remainder of this Agreement shall remain valid. No delay or failure of VACAVA to exercise any right under this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of VACAVA’s right to exercise such right or to demand strict compliance by you with any terms hereof. Waiver by VACAVA of any particular default of you shall not affect or impair VACAVA’s rights with respect to any subsequent default of the same, similar or a different nature. The official version of this Agreement is in English. All contract interpretations, notices and dispute resolutions shall be in English. Any amendment to this Agreement shall be in English.