User Licensing Agreement
This User License Agreement (“ULA”) is entered into and agreed upon by you, the Company (“Company” or “You”) and SALVE, LLC (“Salve”) for the Salve cloud-based software technology to manage a fully customized, integrated commerce platform enabling multi-location operators to sell, report, manage inventory, automate and scale their operation.
This Agreement is effective as of the date Company executed the Software as a Service Contract (the “Effective Date”), and this agreement is equivalent to a written agreement signed by Company and each employee of the Company.
IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS CLOUD-BASED SOFTWARE OR THE DOCUMENTS IN HARD COPY, DIGITAL FORM OR ANY OTHER MEDIUM WHETHER EXISTING OR NOT YET EXISTING.
The use of this cloud-based software is governed by the terms and conditions set forth herein and the Salve Terms of Service referenced in the link (above). Please read them carefully.
Intellectual Property Rights
You acknowledge and agree that the cloud-based software is the confidential and proprietary property of Salve. You further acknowledge and agree that the cloud-based Salve software contains specific programs and design features that are or may be protected by Salve’s patent, copyright, trademark, service mark, trade secret, trade name or other intellectual property rights (collectively, the Intellectual Property Rights”).
You shall not disclose or make available the Intellectual Property Rights in any manner to any third party. This ULA does not convey to You any such Intellectual Property Rights except the limited rights as expressly set forth in this ULA.
You further agree that You shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of any party at any time.
These obligations shall continue after the termination of this ULA.
The Salve cloud-based Software contains trade secrets and proprietary know-how that are owned by Salve and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS ULA, MAY BE LEGALLY ACTIONABLE AS A VIOLATION OF SALVE’S TRADE SECRET RIGHTS.
Non-Transfer of Rights and Other Restrictions
You may not rent, lease, sell, sublicense, assign or transfer your rights in the software. You may not:
reverse engineer, disassemble, make or attempt to derive the source code of the Salve cloud-based Software, or the underlying ideas or algorithms of the Salve cloud-based Software;
remove or alter any Salve trademark, logo, copyright or other proprietary notices or symbols in the cloud-based Software;
modify or create any derivative works of the Software or documentation, including customization, any modifications or enhancements, translation or localization;
incorporate, integrate or otherwise include the Software or any portion thereof into any software, program or product;
block, disable, or otherwise affect any advertising, banner window, tab, link to websites and services, or other features that are part of the Software;
provide false information when registering the Software;
digitally transmit or make available the Software or its content through local networks, intranets, extranets, FTP, online discussion boards, forums, list-serve, peer-to-peer networks or technologies, newsgroups, bulletin boards, or any other mode of shared communication system, or place the Software onto a server so that it is accessible via a pubic network;
use the Software in any way that violates this ULA or any law; or
authorize or assist any third party to do any of the things described in this section.
Privacy
By using the Salve cloud-based software, you allow Salve to collect information relating to your use of the Software, such as the frequency of your use of the Software and of certain features, and information on errors occurring during your use of the Software. This usage data will be used to diagnose performance issues and improve the reliability of the Software and its features. This data will not be tied to any information that would personally identify you.
You hereby grant Salve the unrestricted right to retain and use such data in the normal course of Salve business for any lawful purpose.
Limitation of Liability
EXCEPT AS REQUIRED BY LAW, SALVE AND ITS EMPLOYEES, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS ULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.
Disclaimer of Warranty
YOU ACCEPT THE SOFTWARE “AS IS” AND WITH ALL FAULTS (IF ANY). SALVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SALVE MAKES NO WARRANTY OR REPRESENTATIONS WHATSOEVER REGARDING THE CONTENT OF THE CLOUD-BASED SOFTWARE AND YOUR USE OF THE CLOUD-BASED SOFTWARE, OR THE SUITABILITY OF THE SOFTWARE TO MEET YOUR SPECIFIC NEEDS.
Violations of this ULA
Salve reserves all rights not specifically granted to you above. Salve will have the right to proceed against you in the event that you infringe Salve’s rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that Salve’s damages in the event of your violation of this ULA will be substantial and that Salve will suffer irreparable harm in such event. As such, Salve shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.
Termination
Salve shall have the sole and exclusive right to immediately terminate this ULA and suspend your license to use the Software should you fail to perform any obligation required under this ULA, engage in activity that Salve deems harmful to its well-being or if you become bankrupt or insolvent. This ULA takes effect upon your installation of the Software and remains effective until terminated. Upon termination of this ULA by Salve.
Waiver & Severability
Salve’s waiver of any breach of this ULA shall not constitute waiver of subsequent breaches. If any part of this ULA is found void and unenforceable, it will not affect the validity of the balance of this ULA, which will remain valid and enforceable.
Electronic Notices
You consent that Salve may provide you with information and notices regarding the cloud-based Software and Salve via the email address you designate. Salve may provide notices to you via (i) email if you have provided Salve with a valid email address, or (ii) by posting the notice on the Salve website or any other platform or site Salve owns and operates. You may withdraw your consent for electronic notices.
Governing Law
This ULA shall be governed by and construed under the laws of the State of Delaware. You consent and agree that all legal proceedings relating to the subject matter of this ULA shall be maintained in courts sitting within the State of Delaware, and that jurisdiction and venue for such proceedings shall lie exclusively with such courts.
This agreement is enforceable against You. If You do not agree to the terms of this agreement, please do not use this software.
By using the software, You are accepting the terms of this ULA. You are also acknowledging that You have read, understand and agree to the Salve Terms of Service found at: https://getsalve.co/terms-and-conditions
Questions or Comments
Salve welcomes your questions or comments. Any user of Salve’s Cloud-Based Software may reach Salve at hello@getsalve.co or call (407) 545-5494.
