The purpose of this Agreement is to set forth the terms and conditions under which, among other things, (i) EngView will license to You use of certain of EngView’s technology, software and/or services such that You can utilize the Application through your computer, and (ii) You can access and/or use the Website (collectively, the “Purpose”). As stipulated elsewhere in this Agreement, EngView does not exert any control over any merchants, retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party.
EngView hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use EngView Package & Display Designer Suite application / software platform for structural design of packaging and POP/POS displays commonly referred to as “EngView software” (the “Application”) as made available through its website located at www.engview.com. (the “Website”) and/or via the application during the Term (as defined below) solely for the Purpose. EngView may, from time to time, update or modify the Application, release new versions of the Application or create new modules related thereto, each of which may, at EngView’s discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder including, without limitation, access to the Application.
- Certain Restrictions.
You shall not directly or indirectly copy or reproduce all or any part of the Application or the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application solely for its intended purposes and shall not use the Application for the benefit of any third party except as specifically contemplated under this Agreement. You shall not violate or attempt to violate the security of the Application. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application, including, without limitation, any of the software comprising or in any way making up a part of the Application. You shall defend and indemnify EngView, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section.
- EngView Rights.
EngView shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your EngView account for any reason.
EngView charges its users to access and use the Application, in accordance with the selected plan, as described on the website.
- Term and Termination.
This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access or use the Application), or (ii) EngView electing to terminate Your access to the Application, with or without notice (the “Term”). For purposes of clarity, You are entitled to terminate your ENGVIEW account at any time. Upon termination of this Agreement for any reason, You shall no longer be entitled to access or use the Application or any other non-public portions of the Website. In addition to the foregoing, in the event that EngView determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any EngView policy in effect from time to time or otherwise failed to perform to the standards required of EngView, EngView shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Application, in each of the foregoing cases at any time and for any period of time. ENGVIEW shall not be responsible for the return of any information input into the Application by You.
- Intellectual Property.
(a) General Ownership.
All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and ENGVIEW, You shall be deemed to be the sole owner of all Information entered into the Application; and (ii) ENGVIEW is the sole owner of the name “EngView Package & Display Designer Suite” as well as the Website, the Application, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to ENGVIEW regarding the Application or the Website shall, upon submission to ENGVIEW, be owned solely and exclusively by ENGVIEW. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Application shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers’ license, if any, of such third party software to ENGVIEW.
- Confidentiality; Non-Solicitation
You agree to treat as confidential all confidential information of ENGVIEW, not to use such confidential information for any purpose other than to the limited extent necessary to use the Application and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by ENGVIEW, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. In addition, during the Term and for a period of one year thereafter, You shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of ENGVIEW to terminate employment with ENGVIEW or to become employed by or enter into contractual relations with any other individual or entity.
(a) No Warranties.
Except as explicitly set forth herein, neither ENGVIEW, its affiliates or any of any such party’s equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Application will be error-free, (c) as to a minimum level of uptime for the Application or the Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Application. You agree and acknowledge that the Application and Website are licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) ENGVIEW shall not be responsible for any actions taken by any other party using the Application (ii) ENGVIEW does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) ENGVIEW is not a party to any transaction between you and any store, retailer or business with which ENGVIEW has a business relationship, and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such third party; (iv) ENGVIEW is not responsible for any other party’s compliance with applicable laws, rules or regulations; (v) ENGVIEW’s services are administrative in nature and ENGVIEW is not responsible for ensuring that any third party honor any reward, loyalty or other obligations such third party may have towards You; (vi) ENGVIEW shall not, under any set of circumstances, be responsible or liable for an content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party’s intellectual property rights; and (vii) the Application and/or Website may not function properly or as intended at times.
(b) Unavailability of Website or Application.
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is ENGVIEW’s objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of ENGVIEW, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, ENGVIEW shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT ENGVIEW SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.
- Limitation on Liability.
ENGVIEW SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ENGVIEW’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED EUR 50.
- Force Majeure.
ENGVIEW shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
- General Terms.
The following terms and conditions govern general use of the Website:
(a) You agree to abide by all restrictions displayed on the Website and/or within the Application, as and when they are updated from time to time, including, without limitation, the rules in this section. ENGVIEW reserves the right to remove any content You post to the Website or within the Application, block the sending of any inquiry or other content ENGVIEW deems inappropriate in its sole discretion, and may terminate all access to the Website and/or Application at any time in its sole discretion for any or no reason. While ENGVIEW reserves the right to monitor all postings and/or content posted at the Website and/or within the Application, it has no obligation to do so.
Permitted Uses. You may use the Website only in good faith for the purposes described herein. You may download and print out portions of the content from the Website for non-commercial purposes provided that You follow the rules in this Agreement. You may not use the Website or Application, or any business listings, contract information or other content, to promote another business or commercial venture.
Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
Derivative Works. You may not create compilations or derivative works of the Website or the Application, the Website or Application content or any other materials from the Website or Application.
Infringement. You may not use the Website, Application, the Website and/or Application content or any other materials from the Website or Application in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of ENGVIEW or any third party.
Information Distribution. You may not use the Website and/or Application or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Website or Application to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:
- is false;
- contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or
- threatening nature directed at another individual or group of individuals;
- includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
- You are restricted from using under any law;
- infringes upon the intellectual property rights of any third party; or
- contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.
Other Prohibited Uses. You may not use the Website or Application for any purpose that:
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates ENGVIEW’s rules or policies;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
- invades any person’s or entity’s privacy or other rights;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of ENGVIEW, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
- could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
Others’ Personal Information. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.
Harm to Minors. You may not take any action on the Website or within the Application or use the Website and/or Application content to harm minors in any way.
Solicitation. You may not use the Website or Application or any Website or Application content in a manner that violates any law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
(b) The Website, the Application and the Website and Application content may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or Application (“Third Party Content”) that may include content You find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and ENGVIEW assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, ENGVIEW has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless ENGVIEW expressly states in writing to the contrary, ENGVIEW neither endorses nor adopts as its belief any such statements. ENGVIEW may provide information in articles ENGVIEW posts or links to through the Website only for educational and general informational purposes and not as professional advice. ENGVIEW has made no attempt to verify any information contained in any such articles.
(c) As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with ENGVIEW. When You uses these links, You will leave the Website and ENGVIEW will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. ENGVIEW is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
- Copyright Infringement.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide ENGVIEW for Notice with the following information in English (Your “Notice”):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that You claim has been infringed;
a description of where the material that You claim is infringing is located on the Website or within the Application;
Your address, telephone number, and email address;
a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which ENGVIEW has disabled access, ENGVIEW may forward a copy of a valid Notice including name and email address to such individual or entity.
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the republic of Bulgaria, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website and/or the Application shall be resolved in the appropriate court located solely and exclusively in Sofia, Bulgaria. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.
ENGVIEW provides the EngView Package & Display Designer Suite subscription plans (collectively, “EngView Plans”)
- Intellectual Property Rights.
(i) ENGVIEW is the sole and exclusive owner of all right, title and interest in and to any data provided to EngView by customers or any end users to EngView in connection with the EngView Plans, including without limitation all e-mail and/or other contact information (“Customer Data”). As such, you shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to you, be provided with or otherwise have access to the Customer Data.
(ii) ENGVIEW owns all right, title and interest in and to the ENGVIEW Plans (which include, for purposes of clarity, all software and/or applications related thereto) including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the EngView Plans, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.
(iii) ENGVIEW hereby grants to you a limited, non-transferable, non-exclusive, revocable license to access and use ENGVIEW’s hosted Merchant Web Portal (the “Portal”) for internal business purposes so long as your account with ENGVIEW remains current and active. If ENGVIEW provides you with a password to access the Portal, you are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Portal, and all source code, object code, software, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of ENGVIEW. You shall refrain from permitting any third party to use your password or otherwise access the Portal. ENGVIEW shall have the right to terminate the license granted hereby immediately in the event that you have breached any terms or conditions set forth in the Agreement or your ENGVIEW account is otherwise terminated for any reason.
(iv) Without limiting any of ENGVIEW’s rights set forth in the Agreement, ENGVIEW reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete and/or cancel any information or content displayed or posted on any tablet, the EngView website, any portion of the ENGVIEW Program, and/or within any print materials, including without limitation any information and/or content that, in ENGVIEW’s view, contains content or links which do not meet ENGVIEW’s specifications or requirements. In addition, ENGVIEW shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the ENGVIEW Program (including without limitation any mobile application and/or software) at any time.
You: (i) will use the ENGVIEW Plans solely for your internal business purposes; and (ii) will not, for yourself, any of your affiliates or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the ENGVIEW Plans, (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the ENGVIEW Plans, (c) copy any tangible versions of the ENGVIEW Plans, or (d) remove from any of the ENGVIEW Plans any language or designation indicating the confidential nature thereof or the proprietary rights of ENGVIEW. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the ENGVIEW Plans where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. ENGVIEW retains the right, in its sole discretion but without any obligation on the part of ENGVIEW to monitor or evaluate any communications, to approve, modify or refuse any ENGVIEW-related communications or proposed communications or messages to your customers or any ENGVIEW end users.
- Fees; Pricing and Payment Terms; Taxes.
(i) ENGVIEW’s current fees for the ENGVIEW Plans and its services are set forth on the website. ENGVIEW reserves the right to amend the fees payable for the ENGVIEW Plans at any time upon thirty (30) days’ prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period.
(ii) When you provide your payment information to ENGVIEW, you are providing ENGVIEW with an authorization to process any and all payments as outlined in this Agreement. In certain instances, the payment processing may not occur immediately, and your payment may show as “pending” during this time period. In addition, ENGVIEW may request an authorization for the amount of your anticipated transaction in advance and may estimate the final value of the transaction, which may be more than the amount of the actual transaction. ENGVIEW will release any funds authorized in excess of the amount of the actual transaction at the time the transaction settles.
(iii) You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the ENGVIEW Plans.
(iv) Notwithstanding anything herein to the contrary, ENGVIEW, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the EngView Plans, at any time, upon electronic or other notice to you, if you have not paid all amounts due on or before the payment due date, or for any other breaches of these Terms and Conditions. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by ENGVIEW to collect any unpaid amounts owed by you.
- Term; Termination; Survival.
The ENGVIEW solution term, as further described below, is effective upon the earlier of the arrival date or estimated arrival date of the solution as stated within the subscription plan.
Renewal – At the end of any Subscription Plan, unless you select a new Subscription plan, your Subscription Plan will automatically be renewed on an annual or monthly (as applicable) basis at the then-current standard rates. Current fees will be charged to the credit card or ACH on file unless ENGVIEW is otherwise notified of a cancellation in writing. Customers renewed on a monthly basis must provide written cancellation notice prior to the beginning of the next monthly or annual term (as applicable). Customers renewed on an annual basis must provide written cancellation notice prior to the beginning of the renewal period. Although ENGVIEW may choose to send a reminder email prior to charging a customer for a renewal fee, ENGVIEW is not responsible for notifying a customer of this automated renewal.
Customers enrolled in annual subscription plans paid monthly or annually can cancel their subscription plan any time prior to the beginning of the next annual period. In this case customers will be billed for the remainder of the ordered subscription period.
Notwithstanding the foregoing, ENGVIEW may terminate the Agreement and/or your access to one or all ENGVIEW Plans in the event you fail to remain current in all fees due and owing to ENGVIEW or in the event you breach any of your obligations under the Agreement.
- ENGVIEW Representations and Warranties; Disclaimer.
(i) ENGVIEW warrants that ENGVIEW has the authority to enter into this Agreement.
(ii) You represent, warrant and covenant to ENGVIEW that: (a) you have the authority to enter into this Agreement; (b) you will only use the EngView Plans for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party.
(iii) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, ENGVIEW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, ENGVIEW DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO ANY MINIMUM LEVEL OF UPTIME FOR THE ENGVIEW PROGRAM OR THE RESULTS THAT YOU MAY ACHIEVE ON ACCOUNT USING ANY ENGVIEW PROGRAM OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF ENGVIEW PLANS OR SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. ENGVIEW PLANS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND UNDER NO CIRCUMSTANCES SHALL ENGVIEW BE LIABLE TO YOU OR ANY OTHER PARTY ON ACCOUNT OF ANY DOWNTIME WITHIN ANY ENGVIEW PLATFORM OR APPLICATION. YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND/OR PROVIDING INTERNET SERVICE TO ALL LOCATIONS IN WHICH THE ENGVIEW PLANS ARE TO OPERATE.
- Confidential Information.
Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of ENGVIEW. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.
- Dispute Resolution; Governing Law.
To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. This Agreement is governed by the Law of Republic of Bulgaria and you expressly agree to the exclusive jurisdiction for any claim or dispute with ENGVIEW in the courts within the jurisdiction of Sofia, Bulgaria.
You will defend, indemnify, and hold ENGVIEW and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from your breach of this Agreement, your negligence or misconduct, any dispute you may have with any other party in connection with any ENGVIEW Plans or otherwise related in any way to any ENGVIEW Plans, your unauthorized use or misuse of the ENGVIEW Plans or any unauthorized combination of any ENGVIEW Plans with any hardware, software, products, data or other materials not specified or provided by ENGVIEW.
- Limitation of Liability.
ENGVIEW’s aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to ENGVIEW under the Agreement during the twelve (12) months preceding the date on which the applicable claim occurred. To the maximum extent permitted by applicable law, in no event will ENGVIEW be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services or any ENGVIEW Plans, however caused and regardless of theory of liability. In addition, ENGVIEW will not be liable for damage (physical or otherwise) incurred by you upon any asset or property from the installation or removal of any ENGVIEW product or add-on in-store and will not be responsible for replacement or cost of repair if damages occur. This limitation will apply even if such damages were foreseeable and you have been advised or are aware of the possibility of such damages.
Except where explicitly provided otherwise herein, any notice required or permitted hereunder will be delivered by email to info@EngView.com.
You may not, without the prior written consent of ENGVIEW, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void; provided, however, that in the event of a sale of substantially all of your assets or equity to a third party or any merger of your entity with an into a third party, this Agreement shall be deemed, without any further action on the part of any party, to automatically be assigned to and assumed by the acquirer in such transaction and as such, shall be binding on such acquirer. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
- No Third Party Beneficiaries.
The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
- Amendment; Waiver.
This Agreement may be changed by ENGVIEW upon posting an updated version of the Agreement at EngView’s website and/or within the applicable ENGVIEW Program, any such change to become effective 10 business days after posting such updated version of the Agreement as described above. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.
If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
- Force Majeure.
Neither party shall be liable to the other if such party is prevented from performing any of its obligations under the Agreement (excluding fee payment obligations) due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers. The time for that party’s performance will be extended for the period of the delay or failure to perform due to such occurrence, except that you will not be excused from the payment of any sums of money owed by you to ENGVIEW provided prior to the force majeure event.
- Independent Contractor.
The Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
- Compliance with Laws.
Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.
- Entire Agreement.
The Agreement constitute the entire agreement between ENGVIEW and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.
Importance of Your Privacy.
A Special Note About Children.
Important Categories of Information for you to Know
- 1. Information We Collect.
There are several areas on the Website and/or within the Application where you may be asked to enter both personal and non-personal information including, by way of example and without limitation, your name, address, phone number, credit card information, birthday, Facebook and/or Twitter usernames, and information regarding your cell phone and/or other mobile device. In addition, when you use the Application ENGVIEW automatically receives and records information on our server logs from your browser or mobile platform, including your IP address and location. ENGVIEW also collects and uses additional information from users such as transaction location, purchase activity, Application open date and time, idle time, and all clicks and/or swipes within the application (together with time and order). ENGVIEW may also collect information posted by users on social media sites for users that have opted to connect to or otherwise link ENGVIEW with social media accounts including Facebook and Twitter. We treat this data as non-personal information for purposes of providing the Services, except where we are required to treat it as personal information under applicable law. We DO NOT sell or share any personal information about you to or with any person or organization except (i) as authorized by you, (ii) as set forth in the relevant portion of the Website, Application or within any agreement between us, (iii) in connection with providing various products or Services to you (either directly or through one or more third parties), (iv) as may be required by law or court order, or (vi) as otherwise set forth herein. In particular, and not in limitation of the foregoing, information you enter at the Website and/or Application (i) will be shared with the merchants or third party service providers with which ENGVIEW has entered into a business relationship in order to provide the Services, and (ii) may be shared with various third parties in connection with making available to you certain offers (which offers may be based on or related to your location at the time the offer is made available to you). In addition, ENGVIEW may sell, disclose or otherwise use information gathered on the Website or within the Application to third parties on an aggregated basis.
(a) Information we receive from you. To use certain of ENGVIEW’s Services and/or to access the Application, you’ll need to provide certain personal information which may include, without limitation, your name, address, birthday, phone number, credit card information, Facebook and/or Twitter user names, e-mail address, information regarding your cell phone or mobile device and other information.
When you use the Service or access the Application, we may collect and process information about your actual location. We may also use various technologies to determine location, some of which may be made available through third party licensors.
(Information from surveys. You may have the option of completing an online survey at the Website or within the Application from time to time. Participation in surveys is completely voluntary and it is your choice whether or not you wish to disclose your personal information to us in connection with any such survey.
Information from the “Contact Us” section of the Website or Application. You may contact ENGVIEW through the “Contact Us” feature. Participation in this area is completely voluntary and it is your choice whether or not you wish to disclose your personal information to us.
Information collected other sections of the Website or Application. ENGVIEW may, from time to time, make various resources available to you at the Website or within the Application. At times we may collect personal information in connection with providing such services.
- How Your Information Is Used.
In addition to the uses of the information described above, ENGVIEW may, from time to time, collect purchasing information and/or data from other sources. ENGVIEW may collect this information for purposes of performing analytics and conducting consumer research. This information may be used to communicate and provide additional information that may be of interest to you and our merchants.
In addition, ENGVIEW may disclose account or other personal information when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with ENGVIEW’s rights or property, other Website or Application users or anyone else that could be harmed by such activities.
We may, in the future, sell or otherwise transfer some or all of our assets or equity to a third party. Your personally identifiable information and other information we obtain from you via the Website or the Application may be disclosed to any potential or actual third party purchasers of such assets or equity and may be among the assets transferred.
PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
General Site Terms
These General Website Terms govern all visits to and/or any use of any portion of the website located at www.engview.com and/or any affiliated websites.
All information, images, designs and/or content posted at the ENGVIEW website from time to time is owned solely and in full by ENGVIEW Systems Sofia JSC., and may not be accessed or used in any way except to the extent explicitly set forth in these General Website Terms.
You may not use any page-scrape, deep-link, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which is intended to approximate any of the foregoing actions, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the ENGVIEW website or take any action in respect of merchants and/or other company information listed at the ENGVIEW website from time to time.
You may not modify, re-render, frame, mirror, truncate, add to, inject, filter or change the order of the information contained on any page of the ENGVIEW web pages or any merchant information on any other web site or for any purpose without our express written permission.
You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work or otherwise use the content of this website for public or commercial purposes without our express written permission. Nothing on this website shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication or otherwise.
You may not copy, derive, edit, translate, decompile, reverse engineer, modify, use, or reproduce any code or source relating to our website, including without limitation, any service or product ENGVIEW offers.
You may not cause to appear any pop-up, pop-under, exit windows, expanding buttons, banners advertisement, or anything else which minimizes, covers or otherwise inhibits the full display of the ENGVIEW website.
You may not use the ENGVIEW website in any way which depletes web infrastructural resources, slows the transferring or loading of any web page or interferes with the normal operation of our website.
You may not upload or transmit to the ENGVIEW website any device, software, program or file that may damage the operation of any computer or the ENGVIEW website, including without limitation, viruses or corrupt files.
You may not disguise the origin of information transmitted to, from, or through the ENGVIEW website. You may not circumvent any measures implemented by ENGVIEW aimed at preventing violations of these General Website Terms. You may not violate the restrictions in any robot exclusion header.
When you use the ENGVIEW website or any information included therein for an authorized purpose, you must include all proprietary notices without changing, hiding or deleting them.
ENGVIEW makes no representations or warranties regarding any content or information posted at the ENGVIEW website from time to time, including as to whether or not such content or information is accurate.