Consultant (Vesta Digital LLC) grants to Client a nonexclusive and nontransferable license to use the Viestly™ Social Media Publisher.
EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CLIENT SHALL NOT: COPY, IN WHOLE OR IN PART, Viestly™ Social Media Publisher OR DOCUMENTATION; MODIFY THE Viestly™ Social Media Publisher; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE Viestly™ Social Media Publisher; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE Viestly™ Social Media Publisher.
Client agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Consultant. Client agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Consultant. Client agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the Viestly™ Social Media Publisher and documentation shall remain solely with Consultant.
IN NO EVENT WILL CONSULTANT OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE Viestly™ Social Media Publisher EVEN IF CONSULTANT OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Consultant's or its suppliers' liability to Client, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Client. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
This License is effective until terminated. Client may terminate this License at any time by destroying all copies of Viestly™ Social Media Publisher including any documentation and notifying Consulting in writing. This License will terminate immediately without notice from Consultant if Client fails to comply with any provision of this License. Upon termination, Client must destroy all copies of Viestly™ Social Media Publisher.
In the event Client sells or distributes source code of Viestly™ Social Media Publisher, Client shall promptly pay to Consultant $100,000 for each occurrence. At Consultant's option, Consultant may terminate this license for failure to pay the required license fee.
If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Viestly™ Social Media Publisher.