Last Updated: June 17, 2020

These Software Terms of Use (“Terms of Use”) govern use of VoltServer software, apps and related documentation (collectively, the “Software”). Any reference to “Software” includes, without limitation, Software that is provided by VoltServer for installation by the user and also “hosted Software”, meaning cloud-based or SaaS Software hosted by VoltServer or its hosting provider. As used in these Terms of Use, “VoltServer” refers to VoltServer Inc. and its affiliated companies, and “you” or “your” means the company, organization, individual or other person licensed to use the Software as described below. Your use of the Software, or your written or electronic confirmation of acceptance, constitutes your acceptance of these Terms of Use on behalf of yourself and your company or organization.

These Terms of Use are subject to change by VoltServer at any time. These Terms of Use specify the date of the most recent update, and you should check these Terms of Use regularly to ensure that you are aware of the latest version. If you do not wish to accept any update, you must stop using the Software and notify VoltServer in writing at tos@voltserver.com (or such other email or other address as VoltServer may designate from time to time) of your objection, including a description of the objectionable changes and the reason for the objection, within 10 days following the date of the update. Your failure to provide notice during this period, or your written or electronic acceptance of the changes, constitutes your acceptance of the changes. If you provide an objection notice during the stated notice period, then VoltServer may address the objection either by agreeing that the objectionable changes do not apply to you or terminating your license to use the Software. In addition, VoltServer may change the online location of these Terms of Use from time to time by providing or posting notice of the change.

Software License:

The Software is made available by VoltServer to you pursuant to a limited, non-exclusive, non-transferrable (except as expressly permitted herein), non-sublicensable license to use the Software only for its intended purpose in connection ith your use of the VoltServer product(s) purchased by you (each, a “Product”), only for your internal business purposes, and only in compliance with these Terms of Use.

Any hosted Software is licensed only for the applicable subscription period, and, if no such subscription period is agreed upon in writing by you and VoltServer, then VoltServer may terminate this license at any time with or without notice. VoltServer may terminate your Software license with or without notice in the event of a sale of VoltServer or all or a popenortion of its business or assets or in the event a competitor of VoltServer acquires ownership of all or a portion of your company, business or assets. With respect to any Software provided to you at no cost, VoltServer may terminate your license at any time with or without notice. Your Software license will immediately and automatically terminate, with or without notice to you, if you (a) fail to comply in any respect with these Terms of Use, any Product Agreement (as defined below) or any other agreement, instrument or obligation with or to VoltServer or (b) become insolvent, dissolve, cease to operate your business in the ordinary course, or become the subject of a bankruptcy, receivership or similar action or proceeding. Upon termination of your Software license for any reason, you must immediately cease use of the Software, delete all installed Software and copies of Software, destroy or delete all Software documentation, and, upon VoltServer’s request, certify as to the foregoing. Other than the Software license, all other provisions of these Terms of Use shall survive termination of your license.

If VoltServer provided you with an agreement, terms and conditions of sale, terms of use, or a similar document of any name in connection with your Product purchase (each, a “Product Agreement”), then your usage of the Software must also be in accordance with the terms of your Product Agreement(s). Rights and remedies of VoltServer in the Product Agreement and these Terms of Use are cumulative and not exclusive. In the event of a conflict between these Terms of Use and a Product Agreement or any other agreement, instrument or terms, the provision more favorable to VoltServer shall prevail. If you provided VoltServer with a purchase order, order form, terms of use, or any other document or communication in connection with your Product purchase that purports to govern your use of the Software (collectively, the “buyer terms”), then the buyer terms are replaced and superseded in their entirety by these Terms of Use and any Product Agreement with respect to the Software. No buyer terms provided by you after your acceptance of these Terms of Use shall be valid or enforceable.

This license is granted to “you”, meaning the business, company, individual or other person that purchased the applicable Product from VoltServer. This license extends to your employees and authorized representatives who are end users of the Software, and you are jointly and severally responsible for each end user’s compliance with these Terms of Use. Other than as stated in the prior sentence, you may not allow any other person to use or access the Software. The individual accepting these Terms of Use represents and warrants to VoltServer individually and on your behalf that such individual is authorized to accept these Terms of Use on your behalf and that these Terms of Use are binding on and enforceable against you. In addition, each end user individually agrees to comply with these Terms of Use.

Third-Party Terms:

The Software contains third-party software code that is covered by separate license terms. Hosted Software that is hosted by a third-party hosting provider is subject to the hosting provider’s terms of use. You agree to comply with the terms of use or similar terms required by VoltServer’s third-party hosting providers or licensors made available by VoltServer or the third party to you from time to time. To obtain a copy of such terms, visit voltserver.com/legal/open-source or contact VoltServer at oss@voltserver.com or at such other internet or email address as may be designated for such purpose by Veson from time to time.

Log-In Credentials:

You may not share your log-in credentials with any unauthorized user. You may not log-in or use Software using any other person’s log-in credentials or impersonate or use the name or registration information of any other person. You are responsible for maintaining the confidentiality of your log-in credentials, including any password used to access the Software, and you are fully responsible for all activities that occur through the use of your password or account. You agree to immediately notify VoltServer of any unauthorized use of your password or account or any other breach of security regarding the Software.

Linking to Hosted Software:

With respect to Software hosted by VoltServer that is accessible using a VoltServer website, you may not create or maintain any link from another website to any page on the Software website without VoltServer’s prior written consent. Running or displaying the website, or any information or material displayed on the website, on another website or app without VoltServer’s prior written consent is prohibited. Any links to the website that are permitted by VoltServer must comply will all applicable laws, rule and regulations, and VoltServer may revoke its consent at any time.

From time to time, the Software may contain links to websites that are not owned, operated or controlled by VoltServer. VoltServer is not responsible for any content, materials or other information located on or accessible from any other website. VoltServer does not guarantee, endorse, or make any representations or warranties regarding any other websites or any materials or other information located on or accessible from any other website.

User Postings:

If at any time the Software allows posting of information by users that can be shared with other customers of VoltServer or other third parties, you acknowledge and agree that you do not have any confidentiality rights or proprietary rights in any information that you post or transmit that is accessible by other Software users. Such information is owned by VoltServer, and, by posting or transmitting such information, you assign all ownership in, title to and intellectual property and other rights in such information to VoltServer. Such information may be used, reproduced or retransmitted by VoltServer, in whole or in part, for any purpose, and without any obligation of attribution or compensation.

Ownership:

For all purposes, VoltServer is considered the owner of the Software and exclusively owns all right, title, and interest in and to all intellectual property rights worldwide with respect to the Software or based in whole or in part on inventions, developments, or improvements created, conceived or reduced to practice by or on behalf of VoltServer in connection with any Software, in each case whether or not paid for, reimbursed by or suggested or proposed by you and whether or not developed in conjunction with or using your personnel, property, facilities, suggestions or feedback. The Software programs, documentation and Content (as defined below), and any related discussions or correspondence with or from VoltServer, are the confidential information of VoltServer, may not be disclosed by you, and must be reasonably protected by you against unauthorized disclosure.

Proprietary Content:

The content, graphics, information and materials accessible or displayed within or downloadable from the Software (collectively, “Content”), including without limitation any screen shot or user interface but excluding data that you input into or generate using the Software, is the proprietary information of VoltServer or its licensors. As between you and VoltServer, VoltServer retains all right, title and interest in and to the Content. You may not use, reproduce, publish, publicly display, perform, modify, create derivative works from, transfer, transmit or distribute any Content except as expressly permitted in these Terms of Use, in your Product Agreement, or with VoltServer’s prior written consent.

Copyrights, Trademarks, and Other Proprietary Rights:

The Software, its design, and all Content are protected by copyright, trademark and other laws and may not be used except as expressly permitted in these Terms of Use, in your Product Agreement, or with VoltServer’s prior written consent. Certain trademarks, trade names, service marks and logos used or displayed in the Software are registered or unregistered trademarks, trade names or service marks of VoltServer. Other trademarks, trade names, service marks and logos used or displayed in the Software are the property of their respective owners. You shall maintain and not obscure or alter any trademark, copyright and other proprietary notices on the Software or related documentation. Nothing contained in the Software or herein grants or should be construed as granting any license or right to use any trademarks, trade names, service marks or logos displayed in the Software without the written consent of the respective owner. Any unauthorized use is a breach of these Terms of Use and may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations.

If any Software becomes, or in VoltServer’s opinion is likely to become, the subject of a claim of intellectual property infringement, VoltServer may, at its option and at its cost but without any obligation to provide a refund or credit or any other obligation, (a) procure for you the right to continue using the Software, (b) replace or modify the Software with a noninfringing version, and/or (c) terminate or suspend your Software license.

Software and Data Access, Collection and Use:

VoltServer may collect and use data regarding or obtained from, and may monitor, your use of the Software and any related Product to confirm compliance with these Terms of Use or a Product Agreement, for product or service quality control, development or enhancement, or for any other business purpose. VoltServer may publish, sell or otherwise disclose any such data that is anonymized and aggregated with other data. All data collected by VoltServer is owned exclusively by VoltServer. You agree that VoltServer may access Software to install updates at any time without notice and that, with respect to installed Software, you will promptly install all updates that are made available by VoltServer.

VoltServer is under no obligation to provide you with a copy of any data that you input into or generate using the Software, including without limitation in the event of termination of your license to use the Software, and it is your responsibility to export any data from the Software that you wish to retain or backup.

Illegal or Inappropriate Use:

You may not use any Software in connection with any unlawful business or conduct or in a manner that is illegal. You may not use any Software for any military or nuclear purposes. You may not export to or allow use of any Software in or by any jurisdiction or person in or by which use is prohibited by applicable export or other laws. You may not attempt to, or permit or allow any third party to, do anything with respect to the Software that is prohibited by these Terms of Use. You may not post or transmit in or through the Software any material that is unlawful, threatening, defamatory, libelous, obscene, pornographic or profane or that could constitute or encourage illegal activity or result in any legal liability. You may not post or transmit any information protected by copyright, trademark or other proprietary rights or confidential information unless you obtain any required consents from the owner and include appropriate copyright, trademark or other proprietary rights notices. Without limiting the generality of the foregoing, you may not post or transmit any confidential information of VoltServer. You may not use the Software to post or transmit any advertising or commercial solicitation. VoltServer has the right, but not the obligation, to monitor and delete any posting or to block any transmission. VoltServer assumes no responsibility for, and disclaims all liability related to, the content of any user posting or transmission.

Additional Restrictions on Use:

You may not, and may not attempt to, directly or indirectly through a third party, (a) disassemble or reverse engineer any Software, (b) update, repair, modify, enhance, or create any derivative work or enhancement with respect to any Software, (c) copy, attempt to obtain the source code of, or restrict or interfere with the installation of any update to any Software, (d) store in any Software, or use any Software to upload, store or transmit, any data, information or files that contain any viruses or other malicious code or program, including without limitation any code or program intended to damage, interfere with, intercept or expropriate any systems, data, information or property of another, or bypass or disable any security features designed to prevent the same, (e) use Software or any Product associated with any Software for residential usage or for any use or purpose other than commercial usage, or (f) use any Software other than in its intended manner and for its intended purpose as described in these Terms of Use, the Product Agreement or in Software documentation made available by VoltServer to you.

Disclaimers and Liability Limitations:

THE SOFTWARE IS PROVIDED “AS IS”, AND VOLTSERVER DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, TITLE, MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

VOLTSERVER SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF USE OF PRODUCTS OR EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF VOLTSERVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VOLTSERVER’S MAXIMUM AGGREGATE LIABILITY WITH RESPECT TO ALL SOFTWARE IS LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO VOLTSERVER EXPRESSLY FOR THE SOFTWARE LICENSE DURING THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE THEN-LATEST CLAIM. IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT SUCH LIABILITY LIMIT WITH RESPECT TO ANY SOFTWARE IS NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF VOLTSERVER AND ITS LICENSORS WITH RESPECT TO ALL SOFTWARE LICENSED TO YOU IS $100.

VoltServer cannot and does not warrant or guarantee that the Software or downloads from the Software will be free of viruses or other malicious code or programs or will achieve any particular results or performance or that use of the Software will be uninterrupted or error-free. VoltServer has no obligation to provide support, services, training, documentation, upgrades or updates with respect to the Software. Any payments to VoltServer with respect to the Software are nonrefundable for any reason except as may be otherwise expressly stated herein or in your Product Agreement.

In order for VoltServer to provide Software updates or customer support, you are responsible for establishing and maintaining a VPN connection, that is accessible by VoltServer, to the network on which the Software is running or otherwise providing VoltServer with internet access to the Software in a manner approved by VoltServer. You are also responsible for maintaining, protecting and monitoring your network infrastructure and for protecting Software in your possession, including without limitation protecting your network and such Software against viruses and other malicious code. VoltServer has no responsibility or liability with respect to such connection, network infrastructure or viruses or other malicious code.

VoltServer shall have no liability or obligation to you or any other person for any claim or allegation with respect to the Software or related Product to the extent based upon or attributable to (a) the combination or use of Software with any product not supplied or approved in writing by VoltServer (including approval in VoltServer’s Product or Software documentation made available to you), (b) the alteration, repair or maintenance of Software, except by VoltServer, (c) your failure to use any update to any Software made available by VoltServer to you, (d) any installation, operation or use of Software in a manner not in compliance with these Terms of Use, the Product Agreement or the Product or Software documentation provided by VoltServer to you, (e) subjection of Software to abnormal physical or electrical stress, misuse, negligence, or accident not caused by VoltServer, (f) acts or omissions of you or any third party, (g) any force majeure event, (h) compliance by VoltServer with your designs, specifications or instructions, (i) unlawful, unauthorized or malicious access to or with respect to any Software by you or a third party, (j) any third-party software, product or service, (k) your network, (l) computer, network, software or firmware viruses or other malicious code or (m) any disruption in use of any Software or related Product attributable to any third party hosting provider or other third party or to internet slow-down or interruption.

Miscellaneous:

You may not assign your rights or delegate your obligations under these Terms of Use without VoltServer’s prior written consent. VoltServer may assign its rights or delegate its obligations, in whole or in part, under these Terms of Use at any time without notice. These Terms of Use are binding on each party and its successors and permitted assigns. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable under applicable law, then such provision shall be deemed modified or deleted to the minimum extent required to make such provision and these Terms of Use valid and enforceable, and any such modification or deletion shall not affect the remainder of these Terms of Use. No action, regardless of form, arising out of or with respect to these Terms of Use or the Software may be brought by a party more than one (1) year after the cause of action has accrued. A party’s waiver of any term or breach hereof shall not be construed as a waiver of any other term or existing or future breach. Any remedies provided herein and/or in your Product Agreement(s) are cumulative and non-exclusive unless otherwise expressly stated. The failure of VoltServer at any time to enforce any provision hereof shall not affect its right at a later time to enforce such provision. There are no intended third-party beneficiaries with respect to your rights under these Terms of Use. Section names herein are for convenience only and shall not affect the interpretation of these Terms of Use. These Terms of Use shall be construed under the internal laws of the State of Rhode Island and Providence Plantations without reference to conflicts of law principles. The United Nations Convention on the International Sale of Goods shall not apply. Disputes hereunder shall be subject to the exclusive jurisdiction and venue of the state and federal courts of the State of Rhode Island and Providence Plantations. The parties waive any right to jury trial.

These Terms of Use were last updated: June 17, 2020