User Agreement

By using this system, you agree to the following user agreement. The following user agreement contains two sections, one for the web app and one for the data platform.

Web App

This web app and associated systems are licensed, not sold, to you. Your license to the App is subject to your prior acceptance of this Licensed Application End User License Agreement. Your license to any App under this Standard EULA is granted by Viage LLC, the Licensor (a Massachusetts LLC in the U.S.A.), and your license to any Third Party App or Service under this Standard EULA is granted by Viage LLC. This web app which is subject to this Standard EULA is referred to herein as the “Licensed Application.” Viage LLC reserves all rights in and to this Licensed Application not expressly granted to you under this Standard EULA.
a. Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application. The terms of this Standard EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application. Except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network which bypasses the app user registration and authentication. You may not transfer, redistribute or sublicense the Licensed Application and. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).
b. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

c. Termination. This Standard EULA is effective until terminated by you or Licensor. Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms.
d. External Services. The Licensed Application may enable access to Licensor’s and/or third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Standard EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
h. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
i. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Viage LLC shall be governed by the laws of the State of Massachusetts, excluding its conflicts of law provisions. You and Viage LLC agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Boston, Massachusetts, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

Data Platform [Platform As A Service (PAAS)]

The Annealium backend data platform comprises the middleware and backend systems which are accessed through Annealium web, mobile, or desktop apps. This section of the agreement covers any additional terms and conditions for using the Platform As A Service (PAAS). Viage LLC, a Massachusetts LLC, is hereafter referred to as [Company], a Massachusetts Limited Liability Corporation, and you, hereafter referred to as [Customer].

Support Services
Support. A service level agreement (SLA) is not provided by the online subscription service. For such a SLA, please reach out to Viage LLC for pricing and payment, at sales@viagellc.com.

Platform Availability Levels
Applicable Levels. Company provides the service to customer with an availability of at least 90.0% during each calendar month.

System Maintenance. Company may
take the Service offline for scheduled maintenances at any time, and
change its schedule of maintenance at any time

System Availability Definition
Percentage of Minutes per Month. "System Availability" means the percentage of minutes in a month that the key components of the Service are operational.
Not Included in "System Availability. "System Availability" will not include any minutes of downtime resulting from scheduled maintenance, events of force majeure, malicious attacks on the system, issues associated with Customer's computing devices, local area networks or internet service provider connections, or
Company's inability to deliver services because of Customer's acts or omissions.

Fees
Charges. Customer will pay all applicable charges specified in the online subscription checkout.
Payment. Monthly subscriptions are due at checkout and will be billed automatically using the payment type selected by the customer in the checkout web page.
Taxes or Transaction fees. Charges are exclusive of any customs or other duty, tax, transaction fees, and similar levies imposed and, where applicable, will be invoiced in addition to such charges.

Restricted Uses.
Customer will not:
sublicense, resell, or distribute access to the Service or other content that is contained or displayed in it; modify, alter, or create any derivative works of the Service; reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Service; remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Service; upload, post, reproduce or distribute any information, Platform, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

Data Protection. Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
Data Privacy. Company may collect, use and process Customer's data only in accordance with Company's online privacy policy [https://www.viagellc.com/privacy-policy].

Notification of Security Breaches
Compliance with Notification Laws. Company shall comply with all applicable Laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.

Procedure After Unauthorized Disclosure. Within 72 hours of discovering any breach of the Company's security obligations or of any other event requiring notification under applicable Law, Company shall notify the Customer, and any other individuals Law requires to be notified, of the breach or other events by telephone and e-mail.

Ownership
Company Ownership. Company owns and retains all right, title, and interest, including all intellectual property rights, in and to the Service and all technologies related thereto, including any and all algorithms or processes developed by Company and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Company, whether or not created or developed in connection with the Service.

Customer Property. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to (a) the Customer' private information and data, which is not public knowledge or public data; and (b) all derivative products based on private customer data and information, subject to Company's underlying rights in the Service.

Termination

Termination for Failure to Pay. Company may terminate this agreement and access to associated services with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly subscription fee on the day it is due.
Effect of Termination
Pay Outstanding Amounts. Customer shall immediately pay to the Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
Recovery of Data. Customer will have 15 days from the date of termination to retrieve any data that the Customer wishes to keep.

Indemnification
Indemnification by Company.
Indemnification for Infringement Claims. Company shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party, and arising out of a claim that the Service infringes on the third party's rights.

Notice and Failure to Notify
Notice Requirement. Before bringing a claim for indemnification, Customer shall
notify Company of the indemnifiable proceeding, and deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding. Failure to Notify. If the Customer fails to notify the Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.

Exclusive Remedy. Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

Limitation on Liability
Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
Maximum Liability. Neither party's liability under this agreement will not exceed the monthly subscription fee paid under this agreement.

General Provisions
Assignment. Customer may not assign this agreement or any of their rights or obligations under this agreement without the Company's written consent.

Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the State of MASSACHUSETTS, without regard to its conflict of laws rules.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver. The failure or neglect by a party to enforce any of the rights under this agreement will not be deemed to be a waiver of that party's rights.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.