Definitions: a. ValueInvesting.io website and platform. The term “ValueInvesting.io website and platform” refers to the software as a service platform owned and operated by ValueInvesting.io and made available to you at https://www.valueinvesting.io, the Google Sheets add-on.
Definitions: b. Content. The term “Content” shall mean any and all data, text, code, audio, video, audiovisual combinations, software, graphics, information, images or other materials submitted, uploaded, imported, communicated or exchanged within the ValueInvesting.io website and platform.
End User License Agreement (“Agreement”). ValueInvesting.io hereby grants User a non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license to access and utilize the ValueInvesting.io website and platform pursuant to the terms of this Agreement.
Use Restrictions. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the ValueInvesting.io website and platform, Content or any software, documentation or data related to this Agreement, the ValueInvesting.io website and platform and developed Content. User shall only upload Content that they are authorized to share and upload onto the ValueInvesting.io website and platform.
Intellectual Property Rights. a. By ValueInvesting.io. ValueInvesting.io shall retain all right, title and interest to the intellectual property rights to the ValueInvesting.io website and platform, including, but not limited to, the HTML and DHTML files, Java Script files, UI elements, graphics files, visual comps, animation files, database and files, technology, scripts and programs (in both object and source code form), and any other Content developed by ValuaInvesting.io to facilitate the performance of its obligations under this Agreement. b. By User User shall retain all right, title and interest to the intellectual property rights to its data, and any other Content developed by User.
License Term. ValueInvesting.io shall provide User access to the ValueInvesting.io website and platform indefinitely from the Effective Date of this Agreement (“Annual License Term”). This Agreement shall be automatically renewed for successive one (1) year terms thereafter (“Renewal Term”) until and unless either Party provides the other Party with thirty (30) days prior written notice to the end of the Annual License Term or the Renewal Term.
Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other, because of such termination, for expenditures, commitments or damages caused in connection with this Agreement. Upon termination, User’s access to the ValueInvesting.io website and platform shall be deactivated. The following Section survive termination of this Agreement: Indemnity.
Representation and Warranties. Each Party represents and warrants that all Content contributed pursuant to this Agreement for utilization within the ValueInvesting.io website and platform shall not (i) infringe on the rights associated with the copyrights, trademarks, trade secrets, patents or other intellectual property rights of any third party, or (ii) violate any statute, law, ordinance or regulation.
Indemnity. To the maximum extent permitted by law, each Party agrees to indemnify, defend and hold harmless the other Party, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) as a result of any action based on a valid claim that the Content provided or contributed by the Indemnifying Party infringes another person's U.S. patent, copyright, trade secret or trademark.
DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ValueInvesting.io website and platform AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ValueInvesting.io DOES NOT REPRESENT OR WARRANT THAT THE ValueInvesting.io website and platform OR CONTENT (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, ValueInvesting.io EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE ValueInvesting.io website and platform AND CONTENT.
Force Majeure. Neither Party shall be liable or responsible for any delays in performing its obligations under this Agreement as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, denial of service attack, telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, war or acts of God.
Severability. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
Modifications. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of the Parties.
Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Massachusetts, without regard to or application of Massachusetts’s conflict of law principles.
Assignment. Neither Party shall assign any of the rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not unreasonably be withheld. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
No Waiver. No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.
No Agency. No agency, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.
Notices. Any notices to you by ValueInvesting.io will be in writing and delivered electronically via email (from [email protected])
Entire Agreement. This Agreement comprises the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.