Terms of Service

END USER LICENSE AGREEMENT AND TERMS OF SERVICE

This End User License Agreement and Terms of Service (“Agreement”) is a legally binding agreement between you (“Customer”) and VIP Interactive, LLC (“VIP”) governing your use of VIP Solutions Software as a Service (“Software”). By accessing or using the Software, you agree to be bound by the terms and conditions set forth in this Agreement. If you do not agree to these terms, do not use the Software.

1. License Grant:
Subject to the terms and conditions of this agreement, VIP grants Customer a limited, non-exclusive, non-transferable license to access and use the VIP Solutions, which includes the VIP online Content Management System, (CMS) and player software that is installed on each Customer computer.

2. Hold Harmless:
Customer acknowledges and agrees that VIP shall not be liable for any damages, losses, or liabilities arising out of or in connection with the use of the Software. Customer hereby agrees to hold VIP harmless from and against any claims, demands, suits, or actions, and to indemnify VIP for any costs, expenses, or damages incurred by VIP as a result of Customer’s use of the Software.

3. As-Is Software:
The Software is provided “as-is,” without any warranties or representations, express or implied. VIP disclaims all warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. VIP encourages Customer to report any deficiency in either the CMS or local application, and VIP will attempt to correct.

4. Customer Information:
VIP shall not sell, share, or distribute Customer’s information, including Content, to any third parties, except as required by law or with Customer’s explicit consent. For more details on how Customer’s information is handled, please refer to VIP’s Privacy Policy.

5. Ownership and Responsibility:
Customer owns all hardware used in conjunction with the Software and is responsible for the maintenance and updates of the operating system (“OS”). VIP shall provide reasonable remote assistance and support for OS updates and maintenance to the extent possible and allowed by Customer.

6. Software Updates:
VIP shall have the right to update the local Software and CMS software as deemed necessary for the continued functionality and security of the Software. Customer agrees to promptly install such updates if needed.

7. Intellectual Property and Reverse Engineering:
Customer acknowledges and agrees that all intellectual property rights in the Software, including but not limited to copyrights, trademarks, and trade secrets, are owned by VIP. Customer shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.

8. Security:
VIP has implemented measures to secure user data and Content, but Customer acknowledges that unauthorized parties may obtain data despite these measures. Customer enters into this agreement with the understanding and acceptance of this risk.

9. DMCA Compliance:
Customer is responsible for ensuring that they own and have the right to use all digital media, including Content, uploaded or utilized within the Software. VIP complies with the Digital Millennium Copyright Act (DMCA) and reserves the right to remove infringing content upon notice.

10. Third Party Tools and Services:
VIP may use third-party tools and services within the Software. All such tools and services are covered by this agreement. VIP is not responsible for the actions or performance of third-party providers.

11. Limitation of Liability:
To the maximum extent permitted by law, VIP shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits or revenues, whether incurred directly or indirectly.

12. Annual Support:
Customer acknowledges that VIP Solutions requires an annual support plan based on the number of modules purchased and systems in use. Unless otherwise noted, new customer annual support begins when CMS Site is created. Annual support provides remote technical assistance, CMS hosting, and periodic VIP software upgrades for both local systems and the CMS. Local technical assistance is available at an additional charge.

13. Termination:
This Agreement is effective until terminated. VIP may terminate this Agreement if Customer breaches any of its terms and conditions. Upon termination, Customer shall cease all use of the Software and destroy all copies of the Software in its possession.

Unless otherwise specified the initial term of the VIP Software shall be twelve (12) months (“Initial Term”) and be automatically renewed for subsequent periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than fourteen (14) days prior to the end of the Initial Term or any Renewal Term that the Renewal shall not renew.

A termination by Customer based on non-performance of service shall only be admissible if VIP Solutions had been given enough opportunities to eliminate the defects and has failed to do so or the subsequent performance was unsuccessful.

Termination notice, including the notification of non-renewal of service must be made in text form by signed letter or email. Customer shall address its termination notice to VIP Solution 4273 Hunters Bend, Powell, OH 43065 or by email to hello at vipinteract dot com

14. Governing Law and Dispute Resolution:
This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to binding arbitration in accordance with the rules of the American Arbitration Association.

15. Modification of Terms:
VIP reserves the right to modify this agreement at any time by providing notice through the Software or via email. Continued use of the Software after such notice constitutes Customer’s acceptance of the modified terms.

16. Severability:
In the event of any one or more provisions of this Agreement becoming invalid or unenforceable it shall not affect any of the other provisions hereof becoming invalid and unenforceable, and such other provisions shall be deemed to remain in full force and effect

By using the VIP Solutions Software as a Service, Customer acknowledges that they have read and understood this agreement and agree to be bound by its terms and conditions.

17. Marketing:
During and after term of service:
(a) Customer agrees to participate in case studies and other similar marketing efforts reasonably requested by VIP; (b) VIP may disclose that Customer is a Customer of VIP to third parties; and (c) VIP may include on website, case studies, marketing materials, third-party social media website and conference presentations and other speaking opportunities, Customer testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Customer, VIP will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.

18. Entire Agreement:
This Agreement represents the full understanding and agreement between the Parties with regard to the subject matter hereof and supersedes all prior agreements (whether written or oral) of the parties relating to the subject matter of this Agreement.

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