PLEASE READ CAREFULLY BEFORE USING VSOURCE:
This END USER LICENCE AGREEMENT (the "EULA" or "Licence") is a legal agreement between you (the "Licensee" or "you") and Glandore Human Capital Software Limited,
a limited company, trading as VSource of Bunkilla, Donoughmore, County Cork, Republic of Ireland, Companies Registration number 441177 ("Licensor", "VSource" or "we") for your use of the Product (VSource),
and your access to the services as set out on the Product from time to time (the "Services")..
BY REGISTERING FOR, AND OR DOWNLOADING INFORMATION FROM AND OR YOUR SUBSEQUENT CONTINUED USE OF THE PRODUCT,
YOU CONSENT TO BE BOUND BY THIS LICENSE.
BY CLICKING ON THE "ACCEPT" BUTTON ON REGISTRATION,
AND AT ANY OTHER TIME ON LOGGING IN AND THROUGH YOUR CONTINUED USE OF THE SERVICES, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND WHERE RELEVANT YOUR EMPLOYEES.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT REGISTER FOR THE PRODUCT, OR USE ANY OF THE SERVICES.
BY CLICKING THE "ACCEPT" BUTTON YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS LICENCE AGREEMENT AND THAT YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR CLICK OF THE "ACCEPT" BUTTON AS ONE.
1. GRANT AND SCOPE OF LICENCE
1.1 VSource provides Users with the opportunity to place prime candidates for jobs.
1.2 In consideration of you agreeing to abide by the terms of this Licence, and continuing compliance with the Terms and Conditions and Privacy Statement posted on the Product (which are hereby incorporated by this reference), Licensor hereby grants to you a limited, non-exclusive, non-transferable, revocable, non-assignable, non-sub licensable license and right to access the Services though a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of VSource or its Users). Any use of VSource contrary to the scope and purpose of the license is strictly prohibited and a violation of this Agreement. VSource reserve all intellectual property rights in the VSource shall be and at all times and for all purposes remain vested in the Licensor or its licensors, including all copies made of the Product. Risk in the use of the Product shall pass to the Licensee as soon as they register for the Product.
1.3 In return for the above license, you hereby grant to VSource an unlimited, non-exclusive, worldwide, perpetual, assignable, sub licensable, fully paid up and royalty free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyse, use and commercialise, in any way now known or in the future discovered, any information you provide, directly or indirectly to VSource, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to VSource, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections _____________ and ________________ of this Agreement.
2. ACCESS TO THE SERVICES
2.1 VSource is offering the Service solely for use by the person or entity in whose name an account is registered through the Product (the "User" or "you") and not for the use or benefit of any third party. VSource may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content.
2.2 VSource may also impose limits on certain features of the Service or restrict User's access to parts or all of the Service without notice or liability. For as long as VSource continues to offer the Services, we shall provide and seek to update, improve and expand the Services. Therefore, VSource reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Product, or by sending the User a notice via e-mail, and you consent to receipt of such notice. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by User following such notification constitutes User's acceptance of the terms and conditions of this Agreement as modified. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement (as updated). You can review the most current version of the Terms of Service at any time at: _______________________________.
2.3 VSource. will use reasonable efforts to ensure that the Service is available twenty-four hours a day, seven days a week. However, we allow you to access VSource as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. There will be occasions when the Service will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by VSource to minimize such disruption where it is within VSource's reasonable control. YOU AGREE THAT VSOURCE WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SERVICE OR OTHER CONTENT. VSource retains the right to create limits on use and storage with respect to the Service in its sole discretion at any time with or without notice.
2.4 VSource further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by VSource to be contrary to this Agreement. For avoidance of doubt, VSource has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.
2.5 To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a VSource account, (3) are not a competitor of vSource or are not using the Services for reasons that are in competition with VSource; (4) will only maintain one VSource account at any given time; (5) will not violate any rights of VSource, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
2.6 User certifies to VSource that it is legally permitted to use the Services, and takes full responsibility for the selection and use of the Services, and if applicable in the case of a commercial entity, takes full responsibility for anyone delegated with and authorised to act on behalf of the entity in respect of the Service. This Agreement is void where prohibited by law, and the right to use the Service is revoked in such jurisdictions. VSource makes no claim that the Service may be lawfully used or that user generated content may be uploaded or downloaded in any jurisdiction save the jurisdiction specified by this Agreement. Access to user generated content or Product content may not be legal by certain persons or in certain countries. If you use the Service from outside Ireland, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction. Furthermore, If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
2.7 Please note that the Product is searchable in a public manner. Certain details will be capable of being seen and searched against by members of the public. Your privacy is very important to us. The privacy settings on your account are regulated __________. Furthermore, you should not enter and also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature and refrain from posting them on publicly searchable areas of your profile.
3.1 When registering for the Services, you must provide your own full legal, a valid e-mail address and any other information requested in order to complete the registration process. This permits us to verify you as the User of the Services, in a secure manner and to match you with the particular profile you develop and any Services you purchase or take part in. If you choose to create an account with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will obtain unique log-in credentials (a "User Name" and "Password"). Access to the secure aspects of the Product and Services is not authorized by any other person or entity using your User Name and Password and you are responsible for preventing such unauthorized use. Individuals and entities whose privilege to access the Product or use the Services has previously been terminated by VSource may not register for an account, nor may you designate any of those individuals to use your account on your behalf. VSource expressly reserves the right not to grant access to anyone they may choose, to the Services, the secure portion of the Product or to create an account for any reason.
3.2 The Product relies on User Names and Passwords to know whether Users accessing the Product and utilising the Services are authorized to do so. If someone accesses the Product or Services using a User Name and or Password that VSource have issued to you, VSource will rely on that User Name and Password and will assume that access has been made by you. You are solely responsible for any and all access to the Product or use of the Services by persons using your User Name and Password. Please notify us immediately if you become aware that your User Name and Password are being used without authorization. You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through VSource.
4. AGE AND RESPONSIBILITY
As per Section 2.5 (1) above, any individual utilising this Product, whether on their own or on behalf of a Company, must be over 18 years of age to register or utilise the full Services. Anyone utilising the Product under the age of 18 may register and utilise the Services in conjunction with and under the supervision of a parent or guardian. By using the Product, and registering for the Services you understand that you are financially responsible for any purchases made on the Product by you and those using your log-on information. You agree to notify us immediately of any unauthorised use of your log-on information or any other breach of security. Furthermore, all individuals using the Product confirm they are over the age of 13, as the Service is not intended for persons under 13. Use of the Services by an individual under 13 years of age is prohibited and we ask that you please not use the Service.
5. LICENSEE'S UNDERTAKINGS
5.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake not to:
5.1.1 Use the Software for any unlawful or illegal purpose, act dishonestly, fraudulently or unprofessionally by engaging in unprofessional behaviour by posting inappropriate, inaccurate, or objectionable content to VSource.
5.1.2 Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field).
5.1.3 Make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Product, the Software, the content on the Product.
5.1.4 Make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the Product and or any Software.
5.1.5 Make any form of distribution to the public of the content of the Product, the Software, in whole or in part, or of copies thereof.
5.1.6 Remove or alter any copyright or other proprietary notice from the Product, the Software or the Services.
5.1.7 Disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the content of the Product, the Software, or another product wholly or partially derived from any of the foregoing.
5.1.8 Create a user profile for anyone other than a natural person.
5.1.9 Harass, abuse or harm another person, including sending unwelcomed communications to others using LinkedIn.
5.1.10 Use or attempt to use another's account without authorization from the Company, or create a false identity on LinkedIn.
5.1.11 Upload, post, email, transmit or otherwise make available or initiate any content that:
a) Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
b) Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable.
c) Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the "Name" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by VSource).
d) Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
e) Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
f) Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to (a) using VSource to send messages to people who don't know you or who are unlikely to recognize you as a known contact; (b) using VSource to connect to people who don't know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases; and/or
5.1.12 Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.
5.1.13 Imply or state, directly or indirectly, that you are affiliated with or endorsed by VSource unless you have entered into a written agreement with VSource.
5.1.14 Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof.
5.1.15 Remove, cover or otherwise obscure any form of advertisement included on VSource.
5.1.16 Use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Product.
5.1.17 Infringe or use VSource brand, logos and/or trademarks, including, without limitation, using the word "VSource" in any business name, email, or URL or including VSource's trademarks and logos except as provided in any brand guidelines created by VSource or as expressly permitted by VSource.
5.1.18 Use bots or other automated methods to access VSource, add or download contacts, send or redirect messages, or perform other activities through LinkedIn, unless explicitly permitted by VSource.
5.1.19 Engage in "framing," "mirroring," or otherwise simulating the appearance or function of VSource's Product.
5.1.20 Attempt to or actually access VSource by any means other than through the interfaces provided by VSource such as its mobile application or by navigating to vSource using a web browser. This prohibition includes accessing or attempting to access VSource using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including VSource and proxy services.
5.1.21 Deep-link to the Product for any purpose, (i.e. including a link to a VSource other than the home page) unless expressly authorized in writing by LinkedIn or for the purpose of promoting your profile or a Group on LinkedIn as set forth in any brand guidelines.
5.1.22 Attempt to or actually override any security component included in or underlying VSource.
5.1.23 Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on VSource's infrastructure, including, but not limited to, sending unsolicited communications to other Users or VSource personnel, attempting to gain unauthorized access to VSource, or transmitting or activating computer viruses through or on VSource.
5.2.Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements; Provide accurate information to us and update it as necessary; Review and comply with our Privacy Statement; Review and comply with notices sent by VSource concerning the Services; and Use the Services in a professional manner
5.3 You hereby agree to indemnify and hold the Licensor and its licensors harmless from and against any liabilities, damages, judgments, losses, costs and expenses (including reasonable legal fees) arising out of your registration for the Product, any downloading, installation and use of the Software, or use of the Services in a manner inconsistent with this Licence.
6. LICENSOR'S UNDERTAKINGS
6.1 We shall indemnify you against any claim that your use or access of the Services infringes the copyright of any third party provided:
6.1.1 We are immediately notified of any such claim.
6.1.2 You do not make any admissions of liability.
6.1.3 We are given immediate and complete control of such claim, including the right to conduct the defence of any claim and to make any settlements as appropriate.
6.1.4 The claim does not arise on foot of any of the circumstances set out in condition 5.1 above.
6.2 We shall have the right at our discretion, to replace, modify or change the software incorporated in the Services to make the software non-infringing or refund to you the price paid to VSource in the first 12 months of this Agreement. The maximum aggregate liability shall be equal to that which is set out in section ___ of this Agreement. This states the entire liability of the Licensor to you in respect of the infringement of the intellectual property rights of any third parties.
6.3 DISCLOSURE OF USER INFORMATION.
6.3.1 You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of VSource, our Users or the public.
6.3.2 Disclosures of User information to third parties other than those required to provide customer support, administer this Agreement, or comply with legal requirements are addressed in the Privacy Statement.
7. THIRD PARTY PRODUCTS
7.2 VSource is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Products or Applications. VSource also does not screen, audit, or endorse Applications. Accordingly, if you decide to access Third Party Products or use Applications, you do so at your own risk and agree that your use of any Application is on an "as-is" basis without any warranty as to the Application, and that this Agreement does not apply to your use of any Third Party Product or Application.
7.3 Please note: If you allow an Application or Third Party Product to authenticate to or connect with your VSource account, that application or Product can access information on VSource related to you and potentially to your connections.
7.4 For additional information regarding Applications, please refer to VSource's Privacy Statement.
8. INTERACTIONS WITH OTHER USERS
You are solely responsible for your interactions with other Users. VSource may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. VSource reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if VSource determines, in our sole discretion, that doing so is necessary to enforce this Agreement.
9. WARRANTY & DISCLAIMER
9.1 SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
9.2 DO NOT RELY ON VSOURCE, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR SAVLMO.VN AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. VSOURCE DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
9.3 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY VSOURCE OR ANYTHING RELATED TO VSOURCE, YOU MAY CLOSE YOUR VSOURCE ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 13 ("TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
9.4 VSOURCE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, FORUM POSTINGS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH VSOURCE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE PRODUCT MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
9.5 VSOURCE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, VSOURCE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
9.6 VSOURCE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. VSOURCE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, VSOURCE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE VSOURCE PRODUCT DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
10. LIMITATION OF LIABILITY.
10.1 SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
10.2 Neither VSource nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors ("Affiliates") shall be cumulatively liable for (a) any damages in excess of seven times the most recent monthly fee that you paid for a VSource Service, if any, or one hundred euro (€100), whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any applications or any of the content or other materials on, accessed through or downloaded from VSource. This limitation of liability is part of the basis of the Agreement between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
10.2.1 Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose.
10.2.2 Not apply to any damage that VSource may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
10.2.3 Not apply if you have entered into a separate agreement to purchase Services from VSource with a separate Limitation of Liability provision that supersedes this section in relation to those specific Services.
10.3 For the avoidance of doubt, the Licensor shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
10.3.1. Any use of the Services by you other than in accordance with the terms of this Agreement or use of the Services for a purpose for which they were not designed.
10.3.2. Any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Software.
10.3.3. Any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the Software.
10.3.4. Alteration, modification, adjustment, translation, adaptation or enhancement made by you to the Software or any combination, connection, operation or use of the Software with any other equipment, Software or documentation.
10.3.5 Any dissemination, sale, hire, lease offer or exposure for sale or distribution of the Software.
10.3.6 Any item of third party hardware or Software, even if forming part of the Software or if the Licensor has recommended such third party hardware or Software.
10.3.7 Any breach by you of your obligations under this Agreement or of the Licensor's intellectual property rights.
10.3.8 Any act, omission, negligence, fraud or default of or by you.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 You acknowledge that all intellectual property rights, title and interest in the Product and the Services contained therein, throughout the world belong to the Licensor, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the Product and the Services other than the right to use them in accordance with the terms of this Licence.
11.2 In the event that you provide us with ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Product and or the Services ("Feedback") howsoever facilitated by the Product; any such communication with VSource via postings on blogs, forums, email and the like ("Communication"), you acknowledge and agree that such Feedback and or Communication (together "Contributions").
11.2.1 do not contain confidential or proprietary information
11.2.2 VSource is not under any obligation of confidentiality, express or implied, with respect to the Contributions.
11.2.3 VSource shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide.
11.2.4 VSource may have something similar to the Contributions already under consideration or in development.
11.2.5 you hereby irrevocably waive and assign all right, title and interest in and to the Contributions to VSource. You further agree to provide us with such assistance as we might require to document, perfect and maintain our rights in and to the Contributions.
11.2.6 you are not entitled to any compensation, royalty or reimbursement of any kind from VSource under any circumstances.
12. INTEGRITY OF DATA
12.1 You acknowledge that the Product and the Software have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Product and the Services as described on the Product, meet your requirements.
12.2 You acknowledge that the Product and the Services may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
12.3 You agree that you are the best judge of the value and importance of the data held on your Profile and that you will be solely responsible for:
12.3.1 taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.
12.4 Except as expressly provided herein and to the extent permitted under applicable law, all conditions and warranties (express or implied, statutory or otherwise) are excluded by the Licensor including without limitation any warranties implied by the Sale of Goods Act, 1892 as amended by the Sale of Goods and Supply of Services Act 1980. Without prejudice to the generality of the foregoing, the Licensor does not warrant that the Software will achieve any intended result or that the operation by you of the Software will be uninterrupted or error free.
13.1 This License is effective either until deactivated by you in accordance with the full process provided for on the Product or until terminated by VSource.
13.2 The Licensor may terminate this Licence immediately if:
13.2.1 you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of notice requiring you to do so; or
13.2.2 A petition for a bankruptcy order to be made against you has been presented to the court; or
13.2.3 The Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 214 of the Companies Act 1963-2006), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or examiner, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action inconsequence of its debt, or becomes unable to pay its debts (within the meaning of section 214 of the Companies Act 1963-2006).
13.2.4 If the Licensor believes, at its sole discretion, that you are not adhering to the Terms and Conditions, the Privacy Statement or the terms of this Agreement
13.2.5 For just cause at the sole discretion of the Licensor e.g. for the abuse of any fair usage policy or for the breach of any matter outlined under Section 5.1 above.
13.3 The Licensee may terminate at any time, subject to adherence to the account deactivation process outlined on the Product and any applicable terms in the Terms and Conditions applicable at the time.
13.4 Upon termination for any reason:
13.4.1 All rights granted to you under this Licence shall cease;
13.4.2 You must cease all activities authorised by this Licence; and
13.4.3 You must immediately pay to the Licensor any sums due to the Licensor under this Licence if applicable.
14.1 Service messages to you.
For purposes of service messages and notices about the Services to you, VSource may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from VSource to an email address associated with your account, even if we have other contact information. You also agree that VSource may communicate with you through your account or through other means including email, mobile number, telephone, or delivery services including the postal service about your account or services associated with VSource. Please review your settings ___________ to control what kind of messages you receive from us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.
14.2 In addition VSource may be contacted via our mail courier at: _____________
15. AMENDMENTS TO THE LICENCE
15.1 The Licensor reserve the right, at their sole discretion, to amend, add or delete any of the terms and conditions of this Licence. The Licensor will post notification of any such changes to this Licence on the Product and will provide a link to the revised version of this License, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this Licence are unacceptable to you or cause you to no longer be in compliance with this Licence, you may terminate this Licence in accordance with the terms herein.
15.2 Your installation, download and / or use of any updated or modified Software (if any) and / or your continued use of the Software, the Product or the Services following notice of changes to this Licence as described above means you accept any and all such changes. The Licensor and its licensors may change, modify, suspend, or discontinue any aspect of the Software and/or the Service at any time.
15.3 The Licensor may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Product, the Software and/or the Service.
16.1 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
16.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
16.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
17. CONFIDENTIAL INFORMATION
17.1 The Software and any associated documentation (the "Documentation") contain confidential information of the Licensor and all copyright, trade-marks and all other intellectual property rights in and to the Software and Documentation are and shall remain the sole and exclusive property of the Licensor. Nothing in this Agreement shall confer any rights in any trade name, business name or trade mark of the Licensor on you. The provisions of this Clause 13 shall continue to operate after the termination of this Agreement.
18.1 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19. ENTIRE AGREEMENT
19.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the license hereunder and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
19.2 Both Parties hereunder acknowledge that, in entering into this Licence, neither Party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
19.3 Neither of Party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.
20. LAW AND JURISDICTION
20.1 This Licence is governed by Irish law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the Irish courts.
20.2 Any dispute arising from, or related to, any term of this Licence arising between the Parties, shall be resolved or determined based on the English language version alone. These terms were originally written in English. In the event that these terms are translated into any other language, the translation shall be for review purposes only and have no legal effect.
20.3 For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than ten thousand Euro (€10,000), the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
Nothing in this Agreement shall create, evidence or imply any agency, partnership or joint venture between the parties. Neither party shall act or describe itself as the agent of the other party nor shall either party represent that it has any authority to make commitments on behalf of the other party.
22. EXPORT CONTROL
Your use of VSource's Services, including the software contained on the Product, may be subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. As a consequence, you shall not - directly or indirectly - sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software (if applicable).