TERMS AND CONDITIONS – NICHEVISION SOFTWARE

Last Updated August 15, 2019 

 

These terms and conditions (the “Terms and Conditions”) apply to Your possession and use of NicheVision Software (defined below).  If You do not agree with the following Terms and Conditions, You may not possess or use the NicheVision Software.  Each time You install the NicheVision Software on any machine readable storage medium or run or otherwise operate any executable NicheVision Software file or program, You agree to be bound by these Terms and Conditions, as they may be amended from time to time.  You understand, agree and acknowledge that these Terms constitute a legally binding agreement between You and NicheVision. 

 

By “You” we mean the person or entity in possession of or using NicheVision Software.  If You are employed by or are working on behalf of a company and You use or possess NicheVision Software in connection with or in the course and scope of such employment, by agreeing to these Terms and Conditions on Your own behalf You are also agreeing to the Terms on behalf of that company and you represent that you have the authority to do so (in which event, the term “You” shall mean both You (the user) and such company).

 

“NicheVision”, “We” or “Us” means NicheVision, Inc., a company formed under the laws of the State of Ohio, United States of America.  We are the author of the NicheVision Software and the owner of all rights in and to the nomenclature method and associated processes, algorithms, and know-how which serve as the foundation of the NicheVision Software.  We are the party who is willing to grant You the rights described herein provided you agree to these Terms and Conditions.

 

NICHEVISION SOFTWARE

 

By “NicheVision Software”, we mean encrypted, machine readable object code comprising a file named “sid.js”, in the form delivered by or made accessible to You by NicheVision or by a party authorized by NicheVision to provide you with a copy of same. For the avoidance of doubt, “NicheVision Software” does not include and these Terms and Conditions do not grant any rights in or to any source code, system architecture, subroutines, processes, workflows, algorithms or other systems or know-how that may be incorporated into or otherwise relate to the NicheVision Software (collectively, “Ancillary IP”).  You acknowledge that all such Ancillary IP is highly confidential and proprietary and that the NicheVision Software has been provided to You only in encrypted, machine readable code format.  You acknowledge that the NicheVision Software executes processes which solve a long-felt need within the applicable technical community and that such information (and all Ancillary IP) would take considerable resources for You or another party to develop. 

 

OUR GRANT OF PERMISSION TO YOU

 

Subject to these Terms and Conditions, We grant You a non-exclusive, terminable, revocable, royalty-free, personal, and limited right to install NicheVision Software on Your computer(s) and other equipment owned by You and to operate therefrom (i.e. execute machine readable files) NicheVision Software solely for Your internal, non-commercial purposes and in accordance with this Agreement.  Nothing hereunder shall be interpreted as the transfer of any right, title or interest in or to the NicheVision Software, Ancillary IP, or in or to any NicheVision intellectual property rights.  You agree that all right, title and interest in and to NicheVision Software, all Ancillary IP, and all modifications, enhancements, updates, upgrades derivative works, and improvements to any of the foregoing and all intellectual property rights therein, at all times are and shall be owned by NicheVision. 

 

You may not distribute NicheVision Software to any person or third party. If You would like to distribute any NicheVision Software, please contact Us at Sales@NicheVision.com and We will determine whether and on what terms We are comfortable with such further distribution of Our software.

 

If You provide Us with any suggestions, ideas, enhancement requests, feedback, improvements, modifications, recommendations or other information related to NicheVision Software (“Feedback”), You agree that We may use same without limitation and You hereby grant NicheVision a fully paid-up, perpetual, transferable, sublicensable, exclusive, and unlimited right to practice and use such Feedback.

 

USE RESTRICTIONS.  You agree that You shall: 

 

• not transfer, disseminate, or distribute the NicheVision Software, the Ancillary IP or any other NicheVision Intellectual Property;

 

• not publish, copy (other than for personal use), rent, lease or lend the NicheVision Software;

 

• not reverse engineer, decompile, or disassemble the NicheVision Software, circumvent any security or encryption, work around any technical limitations, or otherwise attempt to obtain any of the source code, object code, executable code, or underlying structure, ideas, know-how or algorithms inherent or related to the NicheVision Software;

 

• not create any derivative works or other modifications from or based upon the NicheVision Software, the Ancillary IP or other NicheVision intellectual property or combine the NicheVision Software with any other software (although You may communicate information between the NicheVision Software and other software programs through the APIs or other “handshake” protocols included in the NicheVision Software);

 

• maintain adequate security measures intended to safeguard the NicheVision Software from access or use by unauthorized users;

 

• notify NicheVision if You become aware of use or possession of the NicheVision Software by any unauthorized user;

 

• not incorporate, merge, combine or integrate all or any part of the NicheVision Software or other NicheVision Intellectual Property into any of Your third-party product, software, process, material or service;

 

• not remove, obscure, or alter any notice of patent, copyright, trade secret or other proprietary rights notice on or in the NicheVision Software or add any other notices or markings;

 

• not access or use the NicheVision Software or other NicheVision intellectual property in any manner that is competitive with or to the detriment of NicheVision; and,

 

• not use the NicheVision Software or other NicheVision intellectual property in a manner which infringes or violates any of the intellectual property, proprietary, or other rights of NicheVision or any third party or in violation of any applicable law.

 

You agree that a breach or threatened breach of these obligations by Your will cause irreparable harm to NicheVision, for which remedies at law may not be adequate, and NicheVision may seek injunctive relief without obligation to prove irreparable injury, or requirement to post bond, and without waiving any other rights or remedies available under law or in equity, including rights to claim monetary damages.

 

NO WARRANTIES OF ANY KIND

 

NICHEVISION MAKES NO WARRANTIES OF ANY KIND REGARDING THE NICHEVISION SOFTWARE.  THE NICHEVISION SOFTWARE IS PROVIDED BY NICHEVISION “AS IS” AND “WITH ALL FAULTS.”  YOU EXPRESSLY ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF the NICHEVISION SOFTWARE.  YOU ACKNOWLEDGE THAT the NICHEVISION SOFTWARE IS AN ALPHA VERSION, HAS NOT BEEN FULLY TESTED, AND MAY HAVE ‘BUGS’ OR OTHER UNINTENDED FEATURES OR FUNCTIONS. 

 

NICHEVISION HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR QUALITY.

 

INDEMNIFICATION

 

You agree to indemnify, defend and hold harmless NicheVision and its officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from Your use of the NicheVision Software or any violation of these Terms and Conditions by You.

 

TERMINATION

 

NicheVision reserves the right to terminate and revoke all rights granted You hereunder without liability, without prior notice, at any time and for any reason.  Upon any such termination or revocation, You will comply with all reasonable demands of NicheVision regarding return and/or destruction of any and all versions or copies of the NicheVision Software in Your possession and You agree to immediately stop using the NicheVision Software.

 

LIMITATION OF LIABILITY

 

IN NO EVENT SHALL NICHEVISION BE LIABLE TO YOU OR YOUR EMPLOYEES, SUBCONTRACTORS, AGENTS, OR TO ANY OTHER THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS FOR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, ARISING OUT, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF EVEN IF NICHEVISION HAS BEEN ADVISED IN ADVANCE ABOUT THE POSSIBILITY OF SUCH DAMAGES. 

 

AMENDMENT OF THESE TERMS AND CONDITIONS

 

We may amend or modify these Terms and Conditions at any time by posting such amendments or modifications at this website https://nichevision.com/sid-js-terms-&-conditions/ (the “Site”) or by providing You with a copy of such amended or modified Terms and Conditions and such amended or modified Terms and Conditions will be immediately applicable to Your continued possession and use of the NicheVision Software. You agree to monitor the Site to stay fully informed of any and all modifications and amendments we may proscribe.

 

GENERAL MATTERS

 

These Terms and Conditions constitute the entire and only agreement between You and Us in connection with the subject matter hereof and cancel and supersede all prior and contemporane­ous agreements, understandings, negotia­tions and discussions, whether oral or written, between You and Us. The construction, interpretation and performance of these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio (United States of America) without regard to any conflicts of law principles.  You may not assign any rights under granted to You hereunder to any third party without the prior written consent of NicheVision and any such attempted assignment shall be void.  NicheVision’s failure to enforce any provision of the Terms and Conditions shall not be construed as a waiver of such provision.  If any provision or portion of these Terms and Conditions is determined to be invalid or unenforceable under any applicable statute or rule of law, it is only to that extent to be deemed omitted, and such invalidity or unenforceability shall not affect any other provision of these Terms and Conditions.  These Terms and Conditions shall then be construed as if such unenforceable provision(s) had never been contained herein and the balance of this Agreement shall remain enforceable. The respective obligations of the parties under these Terms and Conditions that by their nature would continue beyond the termination, cancellation or expiration, shall survive any termination or revocation of the rights granted to You hereunder.