PLEASE READ THE TERMS OF THIS SUBSCRIPTION LICENCE AGREEMENT CAREFULLY. This License Agreement (“Agreement”) governs Your use of the all applications, software, their associated upgrades, patches, and updates and related services (the “Products”) currently provided or which will be provided by Airth Solutions, a Nevada Corporation (“AIRTH”).
1. Subscription Term
Your subscription begins as soon as Your initial payment is processed. Your subscription will automatically renew each year without notice until the subscription is cancelled. You authorize us to store Your payment method(s) and to automatically charge Your payment method(s) annually until You cancel. We will automatically charge You the then-current rate for Your plan, plus applicable taxes (such as any transaction privilege tax), upon renewal until Your subscription is cancelled.
We may change Your plan’s rate on each renewal term, and we will notify You of any rate change with the option to cancel. If the applicable transaction tax rate (or other included tax or duty) changes during Your annual term, we will adjust the tax-inclusive price for Your plan on Your next billing date.
If You fail to provide payment, or if all payment methods in Your account fail, we may suspend Your subscription. You can edit Your payment information with us by contacting Customer Support at:
PO Box 35242
Tucson, AZ 85740
Subscription Service is only available to customers in the United States or Canada regardless of where You access it. Your cancellation after renewal will be effective as of the end of that renewal term. When Your subscription ends, You forfeit all rights to access the Product for any and all purposes.
2. GRANT OF LICENSE.
2.1 AIRTH (or its licensors) grants You a non-exclusive, non-transferable, non-sublicensed, non-commercial and personal license to install and/or use the Product (in whole or in part) and any Product (the “License”), for such time until either You or AIRTH terminates this Agreement. If You are an enterprise, You agree that only the number of users authorized to access the Products will do so. You must in no event use, nor allow others to use, the Product or this License for commercial purposes without obtaining a license to do so from AIRTH. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the Product on certain hardware. THIS PRODUCT IS LICENSED TO YOU, NOT SOLD.
As applicable, certain parts of the Product may use third-party applications or features. Where these applications or features are managed by third-party providers, additional terms and/or costs may apply with which You must comply. These terms can be found on our website at: https://www.venasolutions.com/pdf#ufh-i-637718425-vena-cloud-airth-solutions-eula. Please review such additional terms and costs carefully.
2.3 You agree that Your AIRTH account will be Your exclusive means of accessing the Product and any third-party applications or features AIRTH includes within its services.
2.4 While using the Product, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with certain rules of conduct that govern Your use of the Product (“Rules of Conduct”), which are not meant to be exhaustive and can be modified at any time by AIRTH.
For purposes of example, and without limiting AIRTH’s rights to take action against You, You may not:
a. create, use, share and/or publish by any means in relation to the Product any material (text, words, images, sounds, videos, etc.) which would breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software);
b. modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Product, or their accessibility to other users, or the functioning of the partner networks of the Product, or attempt to do any of the above;
c. transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Product, and/or organize, participate in or be involved in any way in an attack on AIRTH’s servers and/or the Product and/or those of its service providers and partners;
d. create, supply or use alternative methods of using the Products, for example server emulators;
e. transmit or communicate any material or content which, in the sole and exclusive discretion of AIRTH, is believed or deemed offensive, including, but not limited to, language that is harmful, threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;
f. make inappropriate use of the help service or the claim buttons or send untruthful reports to members of AIRTH’s personnel;
g. falsely claim to be an employee or representative of AIRTH or its partners and/or agents; or
h. falsely claim an endorsement in connection with the Product or with AIRTH.
All title, ownership rights and intellectual property rights in and to the Product (including, without limitation, all text, graphics, music or sounds, all messages or items of information, fictional characters, names, themes, objects, scenery, costumes, effects, dialogues, slogans, places, characters, diagrams, concepts, choreographies, videos, audio-visual effects, domain names and any other elements which are part of the Product, individually or in combination) and any and all copies thereof are owned respectively by AIRTH or its licensors. The Product is protected by national and international laws, copyright treaties and conventions and other laws. This Product may contain certain licensed materials and, in that event, AIRTH’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without AIRTH’s prior permission and, if applicable, AIRTH’s licensors’ and representatives’. Except as expressly set forth in this Agreement, all rights not granted hereunder to You are expressly reserved by AIRTH.
This License neither grants nor confers any title or ownership in the Product and should not be construed as a sale of any rights in the Product.
4. ACCESS TO THE PRODUCT
4.1 THE PRODUCT MAY BE PROTECTED BY DIGITAL RIGHTS MANAGEMENT SOFTWARE (“DRM SOFTWARE”). IN SUCH CASE, YOU HEREBY AGREE, ACKNOWLEDGE AND CONSENT TO THE FOLLOWING REGARDING THE DRM SOFTWARE: (I) THE INSTALLATION OF THE PRODUCT WILL CAUSE THE DRM SOFTWARE TO BE INSTALLED ON YOUR COMPUTER; (II) THE DRM SOFTWARE MAY LIMIT THE NUMBER OF INSTALLATIONS OF THE PRODUCT; (III) THE DRM SOFTWARE MAY INSTALL ON YOUR COMPUTER ADDITIONAL COMPONENTS REQUIRED FOR COPY PROTECTION; AND (IV) DURING THE INSTALLATION AND/OR THE FIRST LAUNCH OF THE PRODUCT, AN ONLINE CONNECTION MAY BE REQUIRED TO UNLOCK THE PRODUCT THROUGH THE DRM SOFTWARE. IN NO EVENT SHALL AIRTH BE LIABLE IN CONNECTION WITH THE COMPONENTS THAT MAY BE INSTALLED ON YOUR COMPUTER BY ANY DRM SOFTWARE. FOR FURTHER INFORMATION, PLEASE VISIT THE WEBSITE OF THE DRM SOFTWARE APPEARING DURING THE INSTALLATION OF THE PRODUCT.
4.2 Product Access. To use the Product, You must have access to an electronic communication network. The connection costs (including but not limited to mobile providers’ and/or carriers’ costs), shall be exclusively borne by You. You acknowledge that the quality of the Products, the response time or access to certain features may depend on the capacities of the facilities by which You access the network and of the electronic communication network itself. AIRTH may in no case be held responsible for reduced user comfort. You acknowledge that the Product may not be available for use on all mobile devices or through all carriers or network service providers. You assume all risk that the Product may not be accessible through mobile terminals.
5. CONSENT TO MONITOR.
5.1 When You are using the Product, the Product may monitor Your hardware random access memory (RAM) for unauthorized third-party programs prohibited by Section 2 that interact with the Product. In the event that the Product detects such an unauthorized third-party program, information may be communicated back to AIRTH, including the name of Your Account, Your internet protocol (IP) address, details about the unauthorized third-party program detected, and the time and date that the unauthorized third-party program was detected, along with the hardware specifications and performance characteristics of Your hardware, with or without additional notice to You. If the Product detects the use of an unauthorized third-party program, this License and Your access to the Product may be terminated with or without additional notice to You.
6. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY.
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PRODUCT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCT IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE“ BASIS. AIRTH AND AIRTH’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS DO NOT MAKE AND HEREBY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY OR OTHER TERMS INCLUDING AS TO: (A) ITS CONFORMITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR SECURITY (B) ITS SUITABILITY FOR A PARTICULAR USE; (C) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT; (D) ITS MARKET VALUE; OR (E) YOUR SATISFACTION. AIRTH DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL AIRTH, AIRTH’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR LOSS OR DAMAGE SUFFERED IN CONNECTION WITH THE USE OF THE PRODUCT OR ANY RELATED THIRD-PARTY SERVICE. THIS INCLUDES WITHOUT LIMITATION (A) ALL LOSSES OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, AND (F) INDIRECT LOSS.
NOTWITHSTANDING THE AFOREMENTIONED LIMITATIONS OF LIABILITY, YOUR SOLE REMEDY IN THE EVENT OF A DISPUTE WITH AIRTH OR ITS LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS IS TO CEASE TO USE THE PRODUCT; AND IF APPLICABLE, SEEK DAMAGES FOR YOUR LOSSES. IN NO EVENT WILL THE AGGREGATED LIABLITY FOR DAMAGES OF AIRTH, ITS AFFILIATES, LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE EXCEED ANY AMOUNT YOU HAVE PAID TO AIRTH FOR THE PRODUCT OR FOR SUBCRIPTION TO THE PRODUCT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
FOR PURPOSES OF THIS SECTION 6, AIRTH’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS ARE THIRD-PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS AGREEMENT AGAINST YOU.
You are solely responsible for any damage caused to AIRTH, its licensors, channel partners and associated service providers and subcontractors, other users of the product or any other individual or legal entity as a result of Your violation of this Agreement.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED AIRTH AND ITS AFFILIATES, THEIR LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS Agreement OR (B) YOUR USE OR MISUSE OF THE PRODUCT. AIRTH reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify AIRTH. The provisions of this Section 6 shall remain in force after termination of this Agreement.
The Agreement is effective from the earlier of the date You purchase, download or use the Product, until terminated according to its terms. You and AIRTH (or its licensors) may terminate this Agreement, at any time, for any reason. Termination by AIRTH will be effective upon the last day of the subscription cycle following (a) notice to You or (b) termination of Your AIRTH Account (if any). This Agreement will terminate automatically if You fail to comply with any of the terms and conditions of this Agreement. In limited circumstances termination of access to all or part of the Products will be effective earlier than the foregoing provide, such as at the time (c) of AIRTH’s decision to discontinue offering and/or supporting the Product, or (d) of AIRTH’s Licensors’ decision to discontinue offering and/or supporting the Product through AIRTH. Upon termination of Your right to access the Product and the attendant termination of AIRTH’s right to charge for such use, You agree that all other terms of this License agreement survive.
9. CHANGES TO THIS AGREEMENT OR TO THE PRODUCT.
AIRTH reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this Agreement by clicking on the “Agreement” link located on the Product. You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement in accordance with Section 8 and must immediately uninstall the Product and destroy all copies of the Product. Your continued use of the Product following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.
AIRTH may modify the Product for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Product. You agree that the Product may install or download the modifications automatically. You agree that AIRTH may stop to support previous versions of the Product upon availability of an updated version. AIRTH’s channel partners and associated service providers shall have no obligation to furnish any maintenance or customer support with respect to the Product. AIRTH also reserves the right to amend the Rules of Conduct set out in Section 2 to place limits on the use of the Product.
10.1 Export Controls and Sanctions Compliance. The Product is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States and foreign country relating to the Product and Your use of the Product, to include the U.S. Commerce Department Export Administration Regulations and regulations administered by the U.S. Treasury Department Office of Foreign Assets Control. The Product may not be downloaded or otherwise exported or re-exported to, or installed by a national or resident of, any country to which the United States has embargoed goods or services, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Denied Persons List, or any other applicable prohibited party list. You represent and warrant that You are not on any such prohibited party list and that you are not located in, under the direct or indirect ownership or control of, or a national or resident of any such country or any such list. You further represent and warrant that you will not use or otherwise access the Product from any country to which the United States has embargoed goods or services and that you will not use the Product in support of the proliferation of chemical, biological, or nuclear weapons or the means of delivery for such weapons, or for any other end use prohibited by the laws of the United States.
10.2 Severance. If any court of competent jurisdiction or competent authority finds that any provision of this Agreement is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable to reflect AIRTH’s initial intentions.
10.3 No Waiver. No failure or delay by AIRTH (or its licensors) to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by AIRTH or by the User.
10.4 Law, Jurisdiction and Dispute Resolution.
10.4.1 To the extent permitted by applicable law, this Agreement, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the United States and the State of Arizona, without giving effect to any principles of conflicts of laws. This Agreement shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this Agreement.
10.4.2 AIRTH’s goal is to provide You with a neutral and cost-effective means of resolving a dispute quickly. Any claims You have against AIRTH or one of its Licensors arising out of or related to Your use of or access to the Program shall be submitted to binding arbitration. If the Parties cannot agree on the appointment of an arbitrator within twenty (20) days of the date either Party makes a written demand for arbitration, then either Party may apply to the Presiding Judge of the Superior Court for the appointment of one. The arbitrator and the Parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the Party seeking relief, in person, by telephone, online, or based solely on written submissions; (b) any in-person arbitration will take place in Pima County, Arizona; (c) the ADR provider may award any form of individual relief consistent with the Parties’ rights under this Agreement; (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; (e) claims must be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
10.4.3 All claims You bring against AIRTH must be resolved in accordance with this Section 10. All claims filed or brought contrary to this Section shall be considered improperly filed and a breach of this Agreement. Should either Party file a claim contrary to this Section, the other Party may recover attorneys’ fees and costs provided that such Party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim. In all other cases, each Party shall bear its own fees.
For any questions concerning this Agreement, You may contact AIRTH’s Customer Support staff at the contact information listed above.
THIS Agreement IS APPLICABLE ONLY TO THE EXTENT AUTHORISED BY LAW.