This End User License Agreement (this "EULA") is between OneReach, Inc. ("Licensor" or "we" or "us" or "our") and you, the person or entity ("End User" or "you" or "your") that will access and/or use the Service and Documentation (as defined below).
For the purposes of this EULA, the "Service" means any software program or service owned or licensed by Licensor that is made available or accessible to you, including but not limited to the Verizon Business Assistant, as well as any updates, revisions, modifications, patches, and derivative works of any of the foregoing. "Documentation" means any information owned or distributed by Licensor and which is provided to you pursuant to your licensure of the Service, regardless of the form or format of that information, that comprises, is contained in, or accompanies the Service or that is meant to aid or assist end users in the use of the Service, such as a user manual, guide books and brochures, feature description(s), FAQ content, templates, "how to" videos, technical support information, and any related materials. In this EULA, the Service and Documentation will be referred to collectively as the "Licensed Materials." "Additional Services" means any additional services provided or facilitated by Licensor that allow or enable you to access and use the Licensed Materials; however, in no event shall Additional Services mean or include the provision of internet access required to use the Licensed Materials or any computer or communications equipment that you will need to access or use the Licensed Materials. Other defined terms in this EULA shall have the meaning ascribed to them in the text of this document.
This EULA governs your use of: (i) the Service as it is made available to you either by Licensor or by one of Licensor's authorized resellers; (ii) the Documentation; and (iv) the Additional Services.
If you are a business entity and you are licensing the Licensed Materials and/or acquiring the Additional Services from a third party reseller ("Reseller") under the terms of an agreement between you and that Reseller ("Sublicense Agreement"), then the terms of the Sublicense Agreement will govern your use of the Licensed Materials and Additional Services but only to the extent that such use does not contradict or violate the terms of this EULA. In the event of any conflict between a Sublicense Agreement and this EULA, the terms of this EULA will control. As such, you acknowledge and agree that (i) any terms in this EULA that are inconsistent with the Sublicense Agreement will be interpreted and enforced in the manner most beneficial to and protective of Licensor's rights, and (ii) the limitations of liability set forth in the EULA will apply to Licensor, its affiliates, and suppliers regardless of the provisions of the Sublicense Agreement, and (iii) Licensor is a third party beneficiary of the Sublicense Agreement and is entitled to exercise and enforce all of Reseller's rights and benefits under that Sublicense Agreement.
If you are licensing the Licensed Materials or purchasing the Additional Services as an individual consumer, then nothing in this EULA affects your statutory rights if the laws of your state or country do not permit it to do so.
The Licensed Materials are licensed, not sold, to you. Subject to your compliance with the terms of this EULA, Licensor hereby grants to you a personal, non-exclusive, non-transferable, non-assignable, right to use the Licensed Materials in the United States during the period of time for which you have paid or are paying the applicable license fees to Reseller or, if you are acquiring license(s) directly from Licensor, then during the period of time indicated in the applicable purchase or order form between us and you ("Order Form"). If you are a corporate entity, then the foregoing license ("License") permits you to use the Licensed Materials solely for your internal business purposes, and for no other reason. If you are an individual, then you may use the Licensed Materials for your personal use only. In any event, only the number of persons for whom License Keys were purchased may use the Service.
In addition to any other restrictions described in this EULA or any Reseller Agreement, the following restrictions shall apply:
In addition to and without limiting the restrictions in Section 3(b), you shall use the Service in a lawful manner and for lawful purposes only, and in full compliance with the Telephone Consumer Protection Act, CAN-SPAM Act, the National Do Not Call Registry, the Child Online Protection Act, the Computer Fraud and Abuse Act, and all other U.S., state, local, and international laws including, but not limited to, those related to telephone solicitations (i.e., telemarketing), the use of automated telephone equipment, privacy, obscenity, defamation, spamming, copyright or trademark infringement, child protection, unauthorized computer system access, or email address registry laws. You shall be solely responsible for all messages and transmissions and other activity that results from use of the Service (i) by you and your authorized users; (ii) by any third parties to which you furnish access to the Service; or (iii) any unauthorized parties that gain access to the Service as a result of any act, omission, or breach of digital security for which you, your affiliates, contractors or agents are responsible. Licensor may but is not obligated to monitor your use of the Service and shall not be liable for failing to prevent any activity that violates any laws and regulations.
Licensor is, and at all times shall remain, the owner of the Licensed Materials. This EULA does not transfer, assign, or otherwise convey any title, intellectual property rights, or ownership rights in the Licensed Materials to you or to any third party. You acknowledge and agree that the Licensed Materials and all improvements, revisions, corrections, updates, patches, modifications, enhancements, derivations, and releases of the Licensed Materials are Licensor's proprietary property.
This EULA is effective upon the earlier of your acceptance of this EULA or your initial use of the Licensed Materials, whichever occurs first. This EULA automatically terminates at the end of your applicable License subscription period, unless sooner terminated pursuant to the terms of a Reseller Agreement or this EULA. Licensor may terminate this EULA for cause if you or your Representative commit a material breach of this EULA and fail to cure such breach within ten (10) days following your receipt of notice of the breach. This EULA may also be terminated for cause if the Reseller or we do not receive timely payment for the License. Licensor reserves the right to suspend your use and/or access to the Licensed Materials and the Additional Services if Licensor believes, in its reasonable discretion, that you or any Representative is acting in violation of the terms of this EULA. Recurring fees shall continue to accrue during the period of any such suspension. Upon the termination of this EULA, all licenses granted automatically terminate and your use of the Licensed Materials must immediately cease. Rights and obligations under the sections of this EULA that, by their nature should survive, will survive termination, including but not limited to your payment obligations.
Except as otherwise explicitly set forth herein or in the Sublicense Agreement between you and the Reseller, you expressly agree that your access to and use of the Licensed Materials and the Additional Services is at your own and sole risk. EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN OR IN THE SUBLICENSE AGREEMENT BETWEEN YOU AND THE RESELLER, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS OR ADDITIONAL SERVICES, WHICH ARE PROVIDED FOR USE "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LICENSED MATERIALS AND ADDITIONAL SERVICES, OR YOUR ABILITY OR INABILITY TO ACCESS OR USE THE LICENSED MATERIALS OR ADDITIONAL SERVICES. WE DO NOT WARRANT OR GUARANTEE THAT THE LICENSED MATERIALS OR ADDITIONAL SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE LICENSED MATERIALS OR ADDITIONAL SERVICES ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT YOUR USE OF THE LICENSED MATERIALS OR THE ADDITIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CONTENT OR THE SERVER THAT MAKES THE LICENSED MATERIALS AVAILABLE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Except as otherwise explicitly set forth herein or in the Sublicense Agreement between you and the Reseller, you agree that neither we nor any of our licensors, agents, suppliers, or service providers shall be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages that may arise from your use, misuse, or inability to use the Licensed Materials or Additional Services even if we have been advised of the probability of such damages. This limitation applies for any matter arising out of or relating to this EULA and your use of the Licensed Materials or Additional Services, whether such liability is asserted on the basis of contract, negligence, or tort. Except as otherwise explicitly set forth herein or in the Sublicense Agreement between you and the Reseller, in no event shall our maximum total aggregate liability hereunder for all damages in the aggregate exceed the amounts that you paid under the Reseller Agreement or pursuant to an Order Form (as applicable) in the six (6) month period immediately preceding the earliest date on which the first applicable claim arose. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
Except as otherwise explicitly set forth herein or in the Sublicense Agreement between you and the Reseller, You agree to defend, indemnify, and hold us harmless, and our officers, directors, employees, independent contractors, telecommunication providers, and agents harmless, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your use of the Service or Licensed Materials in breach of the Agreement or violation of applicable law. We shall promptly notify you by electronic mail of any such claim or suit and cooperate fully (at your expense) in the defense of such claim or suit. We shall be provided with counsel of our choosing and shall control the reasonable disposition and settlement of any such claim or suit.
A party receiving Confidential Information (defined below) disclosed by the other Party ("Recipient" and "Discloser", respectively) shall use Discloser's Confidential Information solely to perform its obligations and/or enforce its rights hereunder and not for any other purpose. Recipient shall not disclose Discloser's Confidential Information to any third party without Discloser's prior written consent and shall protect Discloser's Confidential Information against unauthorized use or disclosure using at least those measures that Recipient takes to protect its own Confidential Information of a similar nature, but in no event using less than reasonable care. Notwithstanding the foregoing, and for the avoidance of doubt, the Parties understand and agree that a Recipient may disclose a Discloser's Confidential Information to its respective directors, officers, employees, and/or agents who have a bona fide need to know to the information in order to administer this EULA or to fulfill its obligations under this EULA.
The foregoing obligations will not restrict either party from disclosing the other party's Confidential Information (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body or as may be required by any law or regulation, provided that the party required to make such a disclosure gives as much prior notice to the Discloser as is practicable under the circumstances to enable Discloser to contest such order or requirement at Discloser's sole cost and expense, and (ii) on a confidential basis to its legal or professional financial advisors. The parties agree that in the event of a breach of the foregoing, the non-breaching party could suffer irreparable harm, that the total amount of monetary damages for any injury to the non-breaching Party may be difficult or impossible to ascertain, and that the non-breaching party will thus be entitled to seek, without requirement of posting a bond, the temporary, preliminary and/or permanent injunctive relief against the breaching party, its officers,