VALASSIS DIGITAL COUPON PRINT DRIVER END USER LICENSE AGREEMENT (EULA)
Effective Date: September 13, 2017
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. IT CONTAINS IMPORTANT RIGHTS AND OBLIGATIONS REGARDING YOUR INSTALLATION AND USE OF THE COUPON PRINT DRIVER.
This EULA is a legal agreement between:
We provide a revocable, royalty-free, non-transferable license to install and use the Coupon Print Driver to you on the basis of this EULA. We do not sell the Coupon Print Driver to you. We remain the owners of the Coupon Print Driver at all times.
By installing our Coupon Print Driver, you:
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT INSTALL OR USE THE COUPON PRINT DRIVER
1.1 In this EULA the following words and phrases shall have the following meanings:
“Coupon Print Driver” means the software (including any modifications and/or documentation related to it) offered by Valassis aimed at enabling individuals to retrieve and print out Offers made available by third parties;
“Effective Date” means the date you download and/or click “I accept” or similar during the installation process for the software, application or driver (e.g., the Coupon Print Driver);
“Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, service marks, copyrights (including, where applicable, applications and rights to apply for registration of copyright and rights in computer software), topography rights, database rights, moral rights, know-how, rights in designs and inventions; (iii) trade secrets, rights in confidence, business and company names, Internet domain names and email addresses; the goodwill attaching to any of the aforementioned rights; and (iv) any forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world; and
“Offer” means a promotional offer and/or coupon made by a third party to you in relation to goods or services made or sold by that third party.
2.1 Upon your acceptance of this EULA, Valassis shall enable you to install and use the Coupon Print Driver for retrieving and printing Offers.
2.2 Valassis does not provide the Offers to you. Valassis does not sell or offer to sell anything to you. All Offers and products or services bought by you using Offers are from other companies so you should contact them and not Valassis with any questions or concerns regarding them. Valassis shall have no liability to you in relation to Offers and the products or services they promote, and makes no representations or warranties in respect of them. The content of the Offers is the responsibility of the company providing the Offer. You agree to waive any rights and release Valassis from any and all claims, demands, actions, damages, losses, costs or expenses relating to Offers and products or services bought by you using such Offers.
3.1 Valassis owns or has a license to use all right, title and interest, including all Intellectual Property Rights, in and to the Coupon Print Driver.
3.2 In consideration of you agreeing to abide by the terms of this EULA, we grant you a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable, worldwide right to install and use one copy of the Coupon Print Driver, solely for your non commercial use, subject to the terms and conditions of this EULA.
4.1 Except as permitted by law, you shall not (and shall not allow any third party to):
(a) copy, translate, adapt, alter or modify the Coupon Print Driver or any part of it, or allow the Coupon Print Driver or any part of it to be combined with, or become incorporated in, any other software;
(b) rent, lease, sub-license or loan the Coupon Print Driver;
(c) make the Coupon Print Driver available to multiple users by any means including, but not limited to, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of service;
(d) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Coupon Print Driver;
(e) use the Coupon Print Driver in any unlawful manner or for any unlawful purpose;
(f) interfere with or circumvent any authentication, security or print control technology incorporated in the Coupon Print Driver;
(g) probe, scan or test the vulnerability of the Coupon Print Driver;
(h) attempt to gain unauthorized access to any portion or feature of the Coupon Print Driver;
(i) attempt to obtain any personal data from the Coupon Print Driver;
(j) take any action that imposes an unreasonable or disproportionately large load on the servers and/or network infrastructure associated with the Coupon Print Driver;
(k) use any device, software or routine to interfere or attempt to interfere with the proper working of the Coupon Print Driver or any transaction being performed using the Coupon Print Driver, or with any other person's use of the Coupon Print Driver;
(l) pretend that you are, or that you represent, someone else, or impersonate any other individual or entity, in connection with your use of the Coupon Print Driver;
(m) infringe our Intellectual Property Rights or those of any third party in relation to your use of the Coupon Print Driver;
(n) transfer any coupon obtained using the Coupon Print Driver through sale, barter, or otherwise to any third party; or
(o) otherwise violate any law, regulation, court or executive order in your use of the Coupon Print Driver.
5.1 Each party warrants to the other that it has full power and authority to enter into this EULA and to perform its respective obligations under it.
5.2 You represent and warrant to Valassis that:
(a) you are at least 18 years old;
(b) you have read and agree to abide by this EULA,
(c) any information you submit to Valassis is truthful and accurate; and
(d) you will not use the Coupon Print Driver for any unlawful purpose or contrary to any applicable law.
5.3 Except as expressly provided in this EULA, all other conditions, terms and warranties, express or implied by statute or otherwise are excluded to the fullest extent permitted by law. In particular, but without limitation, Valassis makes no representation, warranty or guarantee:
(a) in relation to any Offer;
(b) as to the reliability, timeliness, quality, availability, accuracy or completeness of the Coupon Print Driver or anything produced or delivered by it;
(c) that the use of the Coupon Print Driver will be secure, uninterrupted, error-free, virus free, or operate in combination with any hardware, software, system or data; or
(d) that the Coupon Print Driver or anything produced or delivered by it will meet your requirements or expectations.
5.4 The Coupon Print Driver may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Valassis shall not be responsible for any delays or delivery failures resulting from such problems.
5.5 THE COUPON PRINT DRIVER AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” BASIS. VALASSIS AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE COUPON PRINT DRIVER AND RELATED SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, RELIABILITY, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FURTHER, VALASSIS PROVIDES NO WARRANTY THAT THE COUPON PRINT DRIVER, OR RELATED SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY THIRD PARTY HARDWARE OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, ANY BROWSER PRODUCTS OR BROWSER VERSIONS), AND VALASSIS PROVIDES NO GUARANTEE WITH RESPECT TO THE QUALITY OR ACCURACY OF BARCODE RENDERING OR ACCEPTANCE OF ANY OFFER OR COUPON PRINTED USING THE SOFTWARE. FURTHER, VALASSIS PROVIDES NO WARRANTY THAT THE COUPON PRINT DRIVER OR RELATED SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. YOU MAY HAVE CERTAIN OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE IN THE UNITED STATES.
6.1 You shall indemnify Valassis, its agents, affiliates, subsidiaries, directors, officers, and employees (“Indemnified Persons”) from and against any losses, liability, damages and expenses (including all legal fees) that Indemnified Persons incur or are awarded against Indemnified Persons as a result of any claim made by a third party against Indemnified Persons related to or arising from your use of the Coupon Print Driver and/or your breach of this EULA.
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALASSIS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF INFORMATION AND/OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR INABILITY TO USE THE COUPON PRINT DRIVER, OR THE OFFER OR COUPON, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE), EVEN IF VALASSIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VALASSIS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT YOU PAID FOR THE COUPON PRINT DRIVER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
7.2 Section 6 (Indemnities) shall not be subject to any limitation of liability.
8.1 The EULA shall commence on the Effective Date and shall remain in force until the EULA is terminated earlier pursuant to this Clause 8 or Clause 9.1 (Force Majeure).
8.2 Valassis may, in its sole discretion, terminate this EULA at any time. Valassis reserves the right to change, suspend or discontinue all or any aspects of the Coupon Print Driver at any time without prior notice.
8.3 You may cease using the Coupon Print Driver at any time.
8.4 Any termination of this EULA shall be without prejudice to any other rights or remedies either party may be entitled to under this EULA or at law and shall not affect any accrued rights or liabilities of either party, or the coming into or continuance in force of any provision in this EULA which is expressly or by implication intended to come into force on or continue after such termination.
9.1 Neither party shall be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure results from events, circumstances or causes beyond its reasonable control.
9.2 You shall not assign, sub contract or otherwise transfer your rights or delegate your obligations under this EULA, in whole or in part, without the prior written consent of Valassis.
9.3 Valassis may sub-contract or assign or transfer any of its obligations or rights under this EULA in whole or in part at its sole discretion.
9.5 This EULA may be modified by Valassis at any time. You will be notified on our website of any changes. Please check back regularly to see if any changes have been made.
9.6 Valassis may require you to update your version of the Coupon Print Driver at any time. Such updates shall be subject to this EULA unless a new EULA is made available to you at that time.
9.7 If a provision of this EULA is held to be illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to that extent be deemed not to form part of this EULA and the enforceability of the remainder of this EULA shall not be affected.
9.8 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this EULA.
9.9 No failure or delay by a party to exercise any right or remedy provided under this EULA 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.
© Valassis Digital Inc. 2017