Terms of Service

Vijul Agreement

Please read this LICENSE AND TERMS OF SERVICE AGREEMENT closely.

LICENSE AND TERMS OF SERVICE AGREEMENT

vijul.com ('Vijul') has designed, developed and is the publisher of a software service entitled Vijul ('Service'). Vijul has established a service (the 'Service') to, among other things, allow users to enjoy the many capabilities and performance of one or more released version(s) of a help desk powered by email (the 'Service') and provide feedback and comments to Vijul. In order to participate in the Service, you must read and agree with this SERVICE LICENSE AGREEMENT (this 'Agreement'). By using the Service and participating in this Service, you agree as follows:

You (a) are eighteen years of age or older, (b) are not participating in the Service on behalf of any other person or entity, or as an employee, agent or principal of any other entity, and (c) are entering into this Agreement on a completely voluntary basis with no expectation of consideration or any form of compensation whatsoever other than what is expressly provided for in this Agreement;
Vijul may, in its discretion and at any time before or during the Service, accept or reject your application for the Service (or terminate your participation therein), and if you are accepted this Agreement is a binding contract between you and Vijul;
You acknowledge that you will willingly provide provide Vijul with read and write access to your emails as part of this application process, if requested by Vijul;
Vijul may, in its discretion, reschedule the start date or end date of the Service at any time in its sole discretion;
You grant Vijul the right and consent, for the term of your participation in the Service, to allow Vijul to collect certain diagnostic information, hardware, software, driver, operating system and related information, including crash logs, from your computer solely for the purpose of analyzing, improving and maintaining the Service;
You agree to all of the additional terms set forth in the Terms of Service and that those terms are incorporated herein by reference.

1. License Terms.

1.1 License Grant. Vijul grants you (the 'Recipient') the non-exclusive, non-transferable, revocable, limited right to access the Service for Recipient's use. Unless otherwise authorized, Recipient may not use, copy, reproduce, modify, publicly perform or display, create derivative works of, sell, auction, loan, lease, rent, distribute, transfer or disclose all or any part of the Service (including, without limitation, any screenshots, videos, documentation or manuals relating to the Service) except as provided in this Agreement. Recipient may only use the Service for testing and evaluation purposes as set forth in Section 1.4 below. All other rights are reserved to Vijul.

1.2 License Restrictions. Unless otherwise authorized, Recipient shall not:

(a) Sublicense to, transfer, network, transmit, distribute, or permit use of the Service by, any third party;

(b) Reverse engineer, decompile, or disassemble any aspect of the Service;

(c) Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(d) Harm minors in any way;

(e) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(f) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;

(g) Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(h) Transmit, access, or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(i) Transmit or communicate any data that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(j) Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in exchanges;

(k) Interfere with or disrupt the Service;

(l) Intentionally or unintentionally violate any applicable local, state, national or international law, including securities exchange and any regulations requirements, procedures or policies in force from time to time relating to the Service;

(m) Monitor traffic or make search requests in order to accumulate information about individual users;

(n) 'Stalk' or otherwise harass another person;

(o) Modify, delete or damage any information contained on the personal computer of any other user;

(p) Unless otherwise approved by Vijul, upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation;

(q) Collect or store personal data about other users without their consent. Even with consent, any personally identifiable information must be encrypted and stored on an external database;

(r) Harm the Service including using any program or other mechanism to slow or 'crash' the network; or

(s) Allow usage by others in such a way as to violate this Agreement;

1.3 Indemnification. Recipient (i) agrees to indemnify, defend and hold harmless, and (ii) hereby releases, Vijul, its licensors, and their direct and indirect parent, subsidiary and sister corporations, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with the use of the Service (including with respect to any User Created IP, as defined in Section 3.2, below) and all other services or activities related thereto.

1.4 End User Obligations. Recipient hereby agrees to perform all of the following obligations: to provide feedback and comments to Vijul (including, but not limited to, bug reports and satisfaction). In some cases feedback and comments may be presented to Vijul in the form of source code, object code, scripting, executable programs, interface design, art, or other intellectual property assets (collectively 'User Contributions'). All of Recipient's feedback, comments, and User Contributions shall be the sole and exclusive property of Vijul and/or its licensors, and Vijul and/or its licensors shall have the perpetual right to use all or part of Recipient's feedback or comments in any manner or media now known or hereafter devised.

1.5 Personal Information; Monitoring; Privacy Issues. Recipient shall be required to provide to Vijul, or allow Vijul to collect on an ongoing basis, as a condition to participation in the Service, certain personal information, including, but not limited to, certain specifications of Recipient's hardware, operating system and Service ('Personal Information') and Recipient hereby specifically grants Vijul the right to upload or collect such Personal Information from Recipient's computer system during his or her participation in the Service, solely for the purpose of evaluating and improving the Service. Vijul's retention and use of all Personal Information shall be subject to Vijul's posted privacy policy, as that policy may be modified by Vijul in its discretion from time to time. Without in any way limiting Vijul's rights with respect to such information as set forth in the privacy policy, Recipient acknowledges that subject to the Terms of Service, any and all content and data that is stored and is resident on Vijul's servers, and any and all communications that he or she makes within the Service, the Service or as part of the Service (including, but not limited to, email messages or twitter updates) traverse through Vijul's servers, may or may not be monitored by Vijul personnel. Subject to the Term of Service, Recipient has no expectation of privacy in any such communication or in any communication referenced in Section 5.3 herein. Recipient acknowledges and agrees that Vijul may transfer such information (including your personally identifiable information and personal information) to the United States in accordance with judicial or governmental order or other countries or may share such information with our licensees and agents in connection with the Service and the Service. In the event of a merger, acquisition, transfer or sale of assets, this information described in Section 1.5 along with any other information held by Vijul may be part of the assets involved in the sale, merger, or transfer.

1.6 Term of the Agreement. Recipient's participation in the Service, and the grant of license herein, may be terminated by Vijul at any time, for any reason or for no reason, in Vijul's sole and absolute discretion, by providing written, electronic or emailed notice to Recipient. Recipient may, at any time and for any reason or for no reason, terminate his or her participation in the Service by providing written or emailed notice to Vijul. The Service will be terminated upon Vijul's written, electronic or emailed notice to Recipient. The termination of Recipient's participation in the Service and/or the termination of the Service, however, shall not modify or supersede the survival provision in Section 6.1 below. At termination, Recipient shall erase all copies of the Service from Recipient's hardware.

1.7 Refunds. Recipient's request for a refund of the Service, may be rejected for any reason or for no reason, in Vijul's sole and absolute discretion, by providing written, electronic or emailed notice to Recipient. If a refund is provided at Vijul's sole and absolute discretion, Recipient shall erase all copies of the Service from Recipient's hardware.

2. Confidentiality.

2.1 Consent to Access Your Email Conversations and Files BY UTILIZING THE SITE, CONTENT, FILES AND/OR SERVICES, YOU CONSENT TO ALLOW VIJUL TO ACCESS EMAILS IN YOUR EMAIL ACCOUNT. BY POSTING FILES, AUTHENTICATING YOUR EMAIL CREDENTIALS OR SHARING MESSAGES, YOU CONSENT TO SHARE ACCESS TO THE CONTENT OF THOISE FILES AND THOSE MESSAGES WITH OTHER USERS IN YOUR ACCOUNT.

3. Ownership.

3.1 Vijul Intellectual Property. Except for the revocable, limited license expressly granted hereunder, Vijul retains all rights, title and interests in and to all intellectual property rights associated with the Service and all copies thereof, and all content and data in connection therewith. The Service is copyrighted and is protected by United States copyright laws and international treaty provisions as well as other laws. Recipient acknowledges that the Service contains valuable trade secrets of Vijul, and that Vijul and/or its licensors own all intellectual property rights in and to the Service, including, without limitation, all patent rights, copyrights, inventions, trade secret rights, trade dress rights, trademark rights and intellectual property rights therein and thereto. Recipient may not remove the copyright and other proprietary rights notices from the Service. Recipient agrees that this Agreement shall be retained with all printed and electronic copies of the Service and documentation constituting the Service. Recipient agrees to prevent any unauthorized copying or distribution of the Service. Except for the license as expressly provided herein, Vijul does not grant Recipient any express or implied right in any patents, copyrights, trademarks, or trade secret information of Vijul and/or its licensors. In accordance with Section 1.4, Recipient agrees that Vijul and/or its licensors own all rights, title, and interests in any and all of Recipient's User Contributions without any remuneration, compensation or credit to Recipient. To the extent any User Contributions are not the sole and exclusive property of Vijul, Recipient agrees to and hereby grants Vijul an irrevocable, perpetual, royalty free, world-wide license to distribute, display, reproduce, use, and commercially exploit the feedback and comments in any manner or media now known or hereafter devised. In addition, to the extent that any of the rights assigned herein cannot presently be assigned under applicable law, Recipient agrees to assign such rights at such time as the rights are capable of being assigned. Recipient agrees at Vijul's request to execute such further documents and to do such further acts as may be necessary or desirable to document, perfect, register or enforce Vijul's and/or its licensors' ownership of any of the rights, title and/or interests hereunder, in whole or in part including, without limitation, execution of a copyright assignment in a form provided by Vijul in its sole discretion. If Recipient fails or refuses to execute any such documents, Recipient hereby appoints Vijul as Recipient's attorney-in-fact, which appointment is coupled with an interest and is irrevocable, to act on Recipient's behalf and to execute, deliver, record and file such documents. The rights granted, assigned and/or to be assigned by Recipient hereunder are granted for the entire universe, in any medium now known or hereafter invented, and shall inure in perpetuity, and, as set forth above, no further consideration shall be payable to Recipient at anytime in connection therewith. Recipient will acquire no right to use, and will not use without Vijul's prior written consent, the names, characters, artwork, designs, tradenames, copyrighted materials, trademarks or service marks of Vijul or any related companies, employees, directors, shareholders, assigns, successors or licensees: (a) in any advertising, publicity or promotion; or (b) in any manner other than in accordance with this Agreement.

3.2 Recipient Intellectual Property. Subject to Sections 1.4 and 3.1, Vijul will not claim any interest in any intellectual property or user generated content that you create within the Service as permitted by this Agreement ('User Created IP'). User Created IP does not include feedback, comments and User Contributions. Subject to the rights of Vijul and other third parties, if any, you shall be the owner of all User Created IP that you create within the Service. You acknowledge and agree that (i) the Service is untested and could be unstable, causing any or all User Created IP to be lost or destroyed, (ii) Vijul is not responsible for any such loss or damage to User Created IP, (iii) you agree to indemnify Vijul pursuant to Section 1.3, above, for any claims arising out of any User Created IP, and (iv) you agree to and hereby grant Vijul, for the purposes of promoting and operating the Service, an irrevocable, perpetual, royalty free, world-wide license to distribute, display, reproduce, use, and commercially exploit the User Created IP in any manner or media now known or hereafter devised.

3.3 Licensed Intellectual Property. Vijul or Recipients may, through arrangements with licensors, use the Service to incorporate certain external intellectual property ('Licensed Intellectual Property') into the Service. This Licensed Intellectual Property shall remain the property of the licensors and any and all intellectual property rights thereto shall remain with the licensors. Obtaining the Licensed Intellectual Property rights are the sole responsibility of the party desiring to incorporate Licensed Intellectual Property into the Service.

4. Injunctive Relief.

Recipient acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury, that money damages would be an inadequate remedy and that Vijul shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain Recipient, from such breach or threatened breach. Nothing in this Section shall be construed as preventing Vijul from pursuing any and all remedies available to it, including the recovery of money damages from Recipient.

5. No Warranty; No Liability For Damages; No Support; Content and Data.

5.1 No Warranty. RECIPIENT ACKNOWLEDGES THAT THE SOFTWARE AND SERVICE MAY WELL CONTAIN ERRORS AND DEFECTS. THE SOFTWARE AND SERVICE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY OF THE SOFTWARE, THE SERVICE AND ALL OTHER SERVICES IS WITH RECIPIENT. SHOULD THEY PROVE DEFECTIVE FOLLOWING THEIR RECEIPT BY RECIPIENT, RECIPIENT AND NOT VIJUL ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. Without limiting the foregoing, we do not ensure continuous, error-free, secure or virus-free operation of the SOFTWARE, the Service, your account or continued operation or availability of any given server.

5.2 No Liability For Damages. IN NO EVENT SHALL VIJUL, ANY SUBSIDIARY OR OTHERWISE RELATED COMPANY, OR EMPLOYEES, AGENTS, OFFICERS AND/OR DIRECTORS OF ANY OF THE ABOVE, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR OTHER DAMAGES OR LOST PROFITS, DATA OR BUSINESS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICE EVEN IF ANY OF THE ABOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the generality of the foregoing, no warranty is made that the software or Service will generate computer programs with the characteristics or specifications desired by Recipient or that the Software or Service will be error-free. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

5.3 Limited Support. Vijul may provide an e-mail address and/or a password protected forum for Recipient to send any questions and/or comments regarding the Software or Service. Vijul does not, however, make any representations or warranties as to the accuracy of any statements or advice provided in response to Recipient's e-mail(s) and/or board postings.

5.4 Test Environment. Recipient acknowledges that the certain parts of the Service are a test environment (Outlook plugin, etc.), that content and data will be frequently wiped or modified at Vijul's sole discretion, and that the Service content or data shall likely not be restored into the Service once data is wiped or modified.

6. Miscellaneous.

6.1 Survival. The provisions of this Agreement, other than Section 1.1 shall continue in full force and effect even after (i) the Service has been terminated or completed and/or (ii) Recipient's participation in the Service has been terminated.

6.2 Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas excluding conflict of law rules and principles. Both parties submit to personal jurisdiction in Texas and further agree that any cause of action relating to this Agreement shall be brought in the County of Travis, State of Texas (if under State law) or the Northern District of Texas (if under federal law) and such courts shall have exclusive jurisdiction to determine the validity, construction and performance of this Agreement and the legal relations between the parties hereto. Recipient hereby waives any claim that such venue is improper or inconvenient. Recipient also hereby waives any right to join actions together with any other Recipient in the form of a 'class action' or similar action.

6.3 Severability and Assignment. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. Recipient shall have no right to assign this Agreement.

6.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties. Changes made by Recipient to this Agreement will not be effective unless set forth in a writing describing the change and agreed to and signed by both Vijul and Recipient. Vijul reserves the right to change the terms of this Agreement at any time upon notice to Recipient by e-mail or on its webpage. Such changes by Vijul shall be effective upon notice to Recipient and Recipient's continued participation in the Service after notice of a change in terms by Vijul shall constitute Recipient's acknowledgment of, and agreement to, be bound by such changes.

Last revised 11/20/2009.