MVP Software User Agreement
Make it Smart with Equivalent.
This MVP Software User Agreement (the “Agreement”), dated today, (“Effective Date”), is made by and between Equivalent Design LLC, a North Carolina limited liability company (“Company”), with its principal place of business located at 276 Laurel Terrace CT, Mills River NC 28759, and the User an organization or individual, referred to herein as “User”.
Subject to the following terms, Company is willing to provide access to the Software (defined below) to User solely for internal business or personal use as further provided below (the “Pilot”). User desires to have access to the Software for the Pilot, is aware of the experimental nature of the Software, and is willing to enter a business relationship to use and test the Software;
Pilot License; Support Services. Subject to the terms of this Agreement, Company grants to User a nonexclusive, nontransferable, nonsublicensable, revocable license to access and use Company’s certain minimum viable product ("MVP") software including Company’s proprietary user-selected color theme responsive behavior technology (“Smart SVG™ Code”) and all associated content, features, and functionalities (the “Software”) provided by Company for User’s business or personal use in accordance with usage limitations as further specified by Company, solely for User’s Software during the term of this Agreement. In User’s use of the Software, User may generate files using Smart SVG™ Code (such files, “Smart SVG™ Files”), and all such use of SVG Code shall be subject to the foregoing license as though it were part of the Software, except that the use of Smart SVG™ Code embedded in the Smart SVG™ Files is limited to use on websites, and any other application (e.g., mobile applications) is subject to prior written approval by Company.
Restrictions. User shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or any other software, documentation or data related to the Software (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) copy, modify, translate, or create derivative works of the Software, in whole or in part; (iii) use or access the Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Customer as set forth in this Agreement; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (v) remove any product identification, proprietary, copyright or other notices from the Software; (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws or regulations (including but not limited to any privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or (vi) permit any third party to do any of the foregoing. User will use reasonable efforts to prevent any unauthorized use of the Software, and will promptly notify Company of any unauthorized use that comes to User’s attention and provide all reasonable cooperation to prevent and terminate such use.
User Data. “User Data” shall mean any data, information or other material provided, uploaded, or submitted by User into the Software environment in the course of using the Software. User acknowledges and agrees that the Software may be subject to limitations on the length of time that User Data will be stored, and the amount of User Data that may be stored, and that User Data which exceeds either of such limitations may be automatically deleted by Company. Company may (but is not obligated to) delete all Customer Data upon termination or expiration of this Agreement. To the extent that the User Data contains any personal information, (i) Company will process, retain, use, and disclose such personal information only as necessary to provide the Software hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, and (ii) Company agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Additionally, we use Hotjar within our software in order to better understand our users’ needs and to optimize this service and experience. Hotjar is a technology service that helps us better understand our users’ experience (e.g. how much time they spend on which pages, which links they choose to click, what users do and don’t like, etc.) and this enables us to build and maintain our service with user feedback. Hotjar uses cookies and other technologies to collect data on our users’ behavior and their devices. This includes a device's IP address (processed during your session and stored in a de-identified form), device screen size, device type (unique device identifiers), browser information, geographic location (country only), and the preferred language used to display our website. Hotjar stores this information on our behalf in a pseudonymized user profile. Hotjar is contractually forbidden to sell any of the data collected on our behalf. For further details, please see the ‘about Hotjar’ section of Hotjar’s support site.
Confidentiality. User acknowledges that, in the course of using the Software, it may obtain, learn or be provided information relating to the Software and/or to Company that is designated as confidential or proprietary or that, by its nature, would be reasonably understood to be confidential or proprietary (“Proprietary Information”). During and after the term of this Agreement, User shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Proprietary Information, unless such Proprietary Information becomes generally available to the public without breach of this Agreement by User, its officers, directors, employees or agents.
Ownership; Feedback. As between the parties, Company retains all right, title, and interest in and to the Software, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Company for the purposes of this Agreement, including any copies and derivative works of the foregoing, and no rights or licenses are granted by Company except as expressly and unambiguously set forth in this Agreement. Any other software which is distributed or otherwise provided to User hereunder shall be deemed a part of the “Software” and subject to all of the terms and conditions of this Agreement. User may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Software (“Feedback”). All Feedback shall be solely owned by Company (including, with respect to all intellectual property rights) and be Company Proprietary Information. Customer shall and hereby does make all assignments necessary to achieve such ownership.
Warranty Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Limitation of Remedies and Damages. IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, (IV) MATTER BEYOND ITS REASONABLE CONTROL OR (V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.
Term. The term of this Agreement commences on the Effective Date and terminates on the earlier of (a) User’s notice that it has completed the Pilot or (b) Company providing notice to User (in its sole discretion) that the Pilot has ended, and in any case will terminate sixty (60) days after the Effective Date, unless extended by Company in writing.
Upon any expiration or termination, User shall immediately return all Proprietary Information (and all copies and extracts of the foregoing), and all rights, obligations and licenses shall cease (except that (A) all obligations that accrued prior to termination and remedies for breach shall survive, and (B) the following provisions shall survive: the limitations and restrictions set forth in Section 1, and Sections 2 through 9.General. This Agreement represents the entire agreement between User and Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and Company with respect thereto. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to the conflicts of laws provisions thereof. Unless prohibited by applicable law, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration (to be held in English) in the State of North Carolina in accordance with the International Arbitration Rules and Procedures of JAMS then in effect by a single JAMS arbitrator with substantial experience in resolving complex commercial contract disputes under the laws of the State of North Carolina, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law from any court of competent jurisdiction. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by User, and any such attempted assignment or transfer shall be void and without effect. Company may freely assign or delegate its rights and obligations hereunder in whole or in part. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. User acknowledges and agrees that due to the unique nature of Company’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow User or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Support
Company will provide Technical Support and or Customer Service to Users by email on weekdays from 9am-5pm EST with the exclusion of Federal Holidays (“Support Hours”). Customers may initiate a helpdesk ticket during Support Hours any time by emailing support@equivalentsvg.com or submitting a ticket on our Support Form. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within two (2) business days.
By accessing and using the MVP software, the User acknowledges that they have read, understood, and agreed to be bound by this Agreement.