THIS IS A LEGAL AGREEMENT BETWEEN TACTERIS SYSTEMS INC. (“TACTERIS”) AND THE PARTY (“LICENSEE”) THAT DOWNLOADS, INSTALLS, AND/OR USES THE SOFTWARE PROVIDED BY TACTERIS. THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS OF USE UNDER WHICH THE SOFTWARE IS LICENSED. BY USING THE SOFTWARE, LICENSEE CONSENTS TO TRANSMITTAL OF CERTAIN ANONYMOUS INFORMATION AND DATA TO TACTERIS, ITS AFFILIATES, AND SUPPLIERS, DURING ACTIVATION, USE, AND FOR OBTAINING UPDATES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN TACTERIS AND LICENSEE. LICENSEE’S ACCEPTANCE, ACCORDING TO THE TERMS HEREIN AND/OR LICENSEE’S INSTALLATION, REPRODUCTION, OR USE OF THE SOFTWARE SIGNIFIES LICENSEE’S AGREEMENT TO BE BOUND LEGALLY TO THESE TERMS AND CONDITIONS. IF LICENSEE DECLINES TO BE BOUND BY THE TERMS AND CONDITIONS, LICENSEE IS NOT PERMITTED TO INSTALL, COPY, USE, OR TRANSFER THE SOFTWARE AND SHALL MAINTAIN NO RIGHTS AS THE “LICENSEE” HEREUNDER. NO ADDITIONAL OR CONTRARY TERMS TO THIS AGREEMENT APPLY UNLESS AGREED TO IN WRITING BY TACTERIS AND LICENSEE.
1 DEFINITIONS
1.1 “Software” means, collectively, (i) that version of the Forte, Impresario, Maestro and/or Orchestra application software indicated in text accessed from within the application software, (ii) all updates, upgrades, patches, bug fixes, and modifications thereto that may be released by Tacteris and made available to Licensee from time to time, if any, and (iii) all written information and materials provided to Licensee with and regarding the application software (“Documentation”).
1.2 “Source Code” means the human-readable form of the code and related system documentation for the Software, inclusive of all comments and procedural code (e.g. job control language).
1.3 “Term” means that period from the date this Agreement commences until this Agreement is terminated in accordance with provisions of this Agreement.
2 SOFTWARE OWNERSHIP
2.1 Licensee acknowledges and agrees that all rights, title, and interests, including without limitation, intellectual property rights, in and to the Software belong to and shall be retained by Tacteris. The Licensee shall not challenge, contest, or dispute ownership of the Software, and all rights in and to the Software not expressly granted herein are reserved by Tacteris.
2.2 Licensee may provide certain suggestions and other forms of data or information to Tacteris concerning the use, application, and/or improvement of the Software (“Suggested Concepts”). The Licensee hereby agrees and acknowledges that all Suggested Concepts may be used by Tacteris in the development of the Software and related products and services. Licensee hereby grants to Tacteris, the non-exclusive, irrevocable, perpetual, worldwide, royalty-free right and license to use, disclose, and incorporate the Suggested Concepts in connection with the development of the software and/or related products and services, and the display, demonstration, license, reproduction, modification, and distribution and sale of the Software and/or related products and services without any obligation to provide any reporting or accounting.
3 SOFTWARE LICENSING
3.1 License Definition.
3.1.1 A license allows Licensee to use the Software for a limited Term specified at the the sole discretion of Tacteris. The expiration date of the Term is indicated in text accessed from within the application software.
3.2 License Grant. Subject to the terms and conditions of this Agreement, Tacteris grants to the Licensee, and the Licensee hereby accepts, a license that is limited, non-exclusive, non-transferable, non-sublicensable, and revocable.
3.3 Third-Party Software. The Software may contain components licensed by one or more third-parties (“Third-Party Software”). To the maximum extent permitted by applicable law, all such software is provided “as is” and with all faults. The following provisions herein shall apply to such Third-Party Software: Section 6.0: Warranty Disclaimer and Section 7.0: Liability.
3.4 General Restrictions.
3.4.1 Licensee shall only use the Software for Licensee’s personal use as permitted by the Agreement.
3.4.2 Licensee must not reverse engineer, disassemble, decompile, create derivative works, attempt to derive Source Code, or otherwise alter or modify the Software.
3.4.3 Licensee shall not modify or delete Tacteris or third-party proprietary notices.
3.4.4 Licensee may not use the Software in any way that intends to circumvent licensing or authentication mechanisms or violates any law or regulation.
3.4.5 Licensee shall not permit or cause the renting, leasing, sublicensing, or selling, of the Software by any means to any person, and shall not permit others to use the Software via an outsourcing, service bureau, timesharing, managed service provider, application service provider, or similar arrangement.
3.4.6 Licensee acknowledges and agrees that the Software contains and/or comprises valuable trade secrets and know-how of Tacteris; in the event Licensee discovers any such trade secrets, Licensee will not disclose them to any third-party.
3.4.7 Licensee acknowledges and agrees that this Agreement shall not be construed to provide to Licensee any express or implied license to use or otherwise exploit the Software except as specifically set forth in this Agreement. Tacteris reserves all rights not expressly granted to Licensee.
3.4.8 Licensee has no right to transfer any interest in or to any Software, except as permitted by the express terms in this Agreement.
3.4.9 The license granted herein is not dependent on the delivery of future functionality or features, nor dependent on any comments (written or oral) made by Tacteris regarding future functionality and features.
4 SOFTWARE SUPPORT
The Software is delivered “as is” and with all faults and Tacteris is not obligated to provide any form of software support (technical support or otherwise).
5 TERM AND TERMINATION
5.1 This Agreement shall commence on the the date of delivery or download of the Software, whichever is earlier, shall be confirmed upon and by installation of the Software on a computer device and shall continue as long as Licensee complies with the terms herein, subject to termination or expiration as provided herein. Licensee’s failure to comply with the terms of this Agreement shall result in the automatic termination of the Agreement. Upon termination, all licenses and rights granted to Licensee hereunder shall immediately terminate. Notwithstanding any termination to the Agreement, the following provisions shall survive and continue to legally bind Licensee and Tacteris: Section 2: Ownership of Software, Section 6: Warranty Disclaimer, Section 4: Term and Termination, Section 7: Liability, and Section 11: General Conditions.
5.2 The expiration date of the Term, set at the sole discretion of Tacteris, is indicated in text accessed from within the Maestro application software. Upon the expiration of the Term, all licenses granted under this Agreement shall terminate.
6 WARRANTY DISCLAIMER
THE SOFTWARE IS DELIVERED “AS IS” AND WITH FAULTS. TACTERIS DOES NOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USE OF THE SOFTWARE. TACTERIS MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION.
7 LIABILITY
7.1 LIMITATION. LIMITATION. TACTERIS PROVIDES THE SOFTWARE “AS IS” TO LICENSEE. AS AN EXPRESS AND FUNDAMENTAL CONDITION ENABLING USE OF THE SOFTWARE, AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, TACTERIS SHALL NOT HAVE ANY LIABILITY FOR ANY MATTER ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
7.2 CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL TACTERIS BE LIABLE TO LICENSEE FOR ANY DAMAGE OR LOSS OF DATA OR OTHER INFORMATION (BUSINESS OR PERSONAL), LOST PROFITS, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE INSTALLATION, USE, PERFORMANCE, OR INABILITY TO USE, THE SOFTWARE, EVEN IF TACTERIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8 EXPORT
Licensee hereby acknowledges and agrees that the software shall not be exported without prior written permission from Tacteris.
9 HAZARDOUS ACTIVITIES
The Software is not intended for use in hazardous environments requiring fail-safe performance or any other application in which Software failure could lead to personal injury, death, severe physical or property damage. Tacteris hereby disclaims any express or implied warranty of fitness for such activities.
10 U.S. GOVERNMENT USERS
According to DFAR Section 227.7202 and FAR Section 12.212, the Software and Documentation are “commercial computer software” and “commercial computer software documentation.” Except to the extent expressly permitted by this Agreement, the use, modification, reproduction, release, performance, display, or disclosure of the Software by the United States Government shall be governed solely by the terms of this Agreement.
11 GENERAL CONDITIONS
11.1 Entire Agreement. This Agreement constitutes the entire Agreement governing the relationships between Licensee and Tacteris. This Agreement may be modified only in writing signed by Licensee and Tacteris. In the event of any conflict between the terms of this Agreement and the terms of any other agreement between the parties, the terms of this Agreement shall prevail.
11.2 Relationship. No agency, partnership, joint venture, or employment is created between the parties hereto as a result of this Agreement. Neither party is authorized to create any obligation, expressed or implied, on behalf of the other party, or to exercise any control over the other party’s methods of operation, except as specifically provided herein.
11.3 Applicable Law. The Agreement shall be construed in accordance with and governed by the laws of Alberta. The Courts of Alberta shall have exclusive jurisdiction to deal with all matters arising in respect of this Agreement.
11.4 Headings. Headings and subheadings in this Agreement are for convenience only and do not form part of this Agreement.
11.5 Waiver. The failure of Tacteris or Licensee to enforce at any time any of the provisions hereof shall not be construed to be a waiver of right of such party thereafter to enforce any such provisions.
11.6 Assignment. Licensee shall not assign this Agreement without the written consent of Tacteris.
11.7 Notices. Service of notices under this Agreement by either party to the other shall be sufficient if delivered personally, posted by registered post, or sent via courier (with delivery confirmation). Notices shall become effective upon actual receipt.
11.8 Contact. Questions concerning this Agreement may be addressed to Tacteris Systems Inc., Suite 340, 600 Crowfoot Crescent NW, Calgary, Alberta, Canada, T3G 0B4 with “EULA” as the reference subject.
1 DEFINITIONS
1.1 “Software” means, collectively, (i) that version of the Forte, Impresario, Maestro and/or Orchestra application software indicated in text accessed from within the application software, (ii) all updates, upgrades, patches, bug fixes, and modifications thereto that may be released by Tacteris and made available to Licensee from time to time, if any, and (iii) all written information and materials provided to Licensee with and regarding the application software (“Documentation”).
1.2 “Source Code” means the human-readable form of the code and related system documentation for the Software, inclusive of all comments and procedural code (e.g. job control language).
1.3 “Term” means that period from the date this Agreement commences until this Agreement is terminated in accordance with provisions of this Agreement.
2 SOFTWARE OWNERSHIP
2.1 Licensee acknowledges and agrees that all rights, title, and interests, including without limitation, intellectual property rights, in and to the Software belong to and shall be retained by Tacteris. The Licensee shall not challenge, contest, or dispute ownership of the Software, and all rights in and to the Software not expressly granted herein are reserved by Tacteris.
2.2 Licensee may provide certain suggestions and other forms of data or information to Tacteris concerning the use, application, and/or improvement of the Software (“Suggested Concepts”). The Licensee hereby agrees and acknowledges that all Suggested Concepts may be used by Tacteris in the development of the Software and related products and services. Licensee hereby grants to Tacteris, the non-exclusive, irrevocable, perpetual, worldwide, royalty-free right and license to use, disclose, and incorporate the Suggested Concepts in connection with the development of the software and/or related products and services, and the display, demonstration, license, reproduction, modification, and distribution and sale of the Software and/or related products and services without any obligation to provide any reporting or accounting.
3 SOFTWARE LICENSING
3.1 License Definition.
3.1.1 A license allows Licensee to use the Software for a limited Term specified at the the sole discretion of Tacteris. The expiration date of the Term is indicated in text accessed from within the application software.
3.2 License Grant. Subject to the terms and conditions of this Agreement, Tacteris grants to the Licensee, and the Licensee hereby accepts, a license that is limited, non-exclusive, non-transferable, non-sublicensable, and revocable.
3.3 Third-Party Software. The Software may contain components licensed by one or more third-parties (“Third-Party Software”). To the maximum extent permitted by applicable law, all such software is provided “as is” and with all faults. The following provisions herein shall apply to such Third-Party Software: Section 6.0: Warranty Disclaimer and Section 7.0: Liability.
3.4 General Restrictions.
3.4.1 Licensee shall only use the Software for Licensee’s personal use as permitted by the Agreement.
3.4.2 Licensee must not reverse engineer, disassemble, decompile, create derivative works, attempt to derive Source Code, or otherwise alter or modify the Software.
3.4.3 Licensee shall not modify or delete Tacteris or third-party proprietary notices.
3.4.4 Licensee may not use the Software in any way that intends to circumvent licensing or authentication mechanisms or violates any law or regulation.
3.4.5 Licensee shall not permit or cause the renting, leasing, sublicensing, or selling, of the Software by any means to any person, and shall not permit others to use the Software via an outsourcing, service bureau, timesharing, managed service provider, application service provider, or similar arrangement.
3.4.6 Licensee acknowledges and agrees that the Software contains and/or comprises valuable trade secrets and know-how of Tacteris; in the event Licensee discovers any such trade secrets, Licensee will not disclose them to any third-party.
3.4.7 Licensee acknowledges and agrees that this Agreement shall not be construed to provide to Licensee any express or implied license to use or otherwise exploit the Software except as specifically set forth in this Agreement. Tacteris reserves all rights not expressly granted to Licensee.
3.4.8 Licensee has no right to transfer any interest in or to any Software, except as permitted by the express terms in this Agreement.
3.4.9 The license granted herein is not dependent on the delivery of future functionality or features, nor dependent on any comments (written or oral) made by Tacteris regarding future functionality and features.
4 SOFTWARE SUPPORT
The Software is delivered “as is” and with all faults and Tacteris is not obligated to provide any form of software support (technical support or otherwise).
5 TERM AND TERMINATION
5.1 This Agreement shall commence on the the date of delivery or download of the Software, whichever is earlier, shall be confirmed upon and by installation of the Software on a computer device and shall continue as long as Licensee complies with the terms herein, subject to termination or expiration as provided herein. Licensee’s failure to comply with the terms of this Agreement shall result in the automatic termination of the Agreement. Upon termination, all licenses and rights granted to Licensee hereunder shall immediately terminate. Notwithstanding any termination to the Agreement, the following provisions shall survive and continue to legally bind Licensee and Tacteris: Section 2: Ownership of Software, Section 6: Warranty Disclaimer, Section 4: Term and Termination, Section 7: Liability, and Section 11: General Conditions.
5.2 The expiration date of the Term, set at the sole discretion of Tacteris, is indicated in text accessed from within the Maestro application software. Upon the expiration of the Term, all licenses granted under this Agreement shall terminate.
6 WARRANTY DISCLAIMER
THE SOFTWARE IS DELIVERED “AS IS” AND WITH FAULTS. TACTERIS DOES NOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USE OF THE SOFTWARE. TACTERIS MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION.
7 LIABILITY
7.1 LIMITATION. LIMITATION. TACTERIS PROVIDES THE SOFTWARE “AS IS” TO LICENSEE. AS AN EXPRESS AND FUNDAMENTAL CONDITION ENABLING USE OF THE SOFTWARE, AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, TACTERIS SHALL NOT HAVE ANY LIABILITY FOR ANY MATTER ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
7.2 CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL TACTERIS BE LIABLE TO LICENSEE FOR ANY DAMAGE OR LOSS OF DATA OR OTHER INFORMATION (BUSINESS OR PERSONAL), LOST PROFITS, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE INSTALLATION, USE, PERFORMANCE, OR INABILITY TO USE, THE SOFTWARE, EVEN IF TACTERIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8 EXPORT
Licensee hereby acknowledges and agrees that the software shall not be exported without prior written permission from Tacteris.
9 HAZARDOUS ACTIVITIES
The Software is not intended for use in hazardous environments requiring fail-safe performance or any other application in which Software failure could lead to personal injury, death, severe physical or property damage. Tacteris hereby disclaims any express or implied warranty of fitness for such activities.
10 U.S. GOVERNMENT USERS
According to DFAR Section 227.7202 and FAR Section 12.212, the Software and Documentation are “commercial computer software” and “commercial computer software documentation.” Except to the extent expressly permitted by this Agreement, the use, modification, reproduction, release, performance, display, or disclosure of the Software by the United States Government shall be governed solely by the terms of this Agreement.
11 GENERAL CONDITIONS
11.1 Entire Agreement. This Agreement constitutes the entire Agreement governing the relationships between Licensee and Tacteris. This Agreement may be modified only in writing signed by Licensee and Tacteris. In the event of any conflict between the terms of this Agreement and the terms of any other agreement between the parties, the terms of this Agreement shall prevail.
11.2 Relationship. No agency, partnership, joint venture, or employment is created between the parties hereto as a result of this Agreement. Neither party is authorized to create any obligation, expressed or implied, on behalf of the other party, or to exercise any control over the other party’s methods of operation, except as specifically provided herein.
11.3 Applicable Law. The Agreement shall be construed in accordance with and governed by the laws of Alberta. The Courts of Alberta shall have exclusive jurisdiction to deal with all matters arising in respect of this Agreement.
11.4 Headings. Headings and subheadings in this Agreement are for convenience only and do not form part of this Agreement.
11.5 Waiver. The failure of Tacteris or Licensee to enforce at any time any of the provisions hereof shall not be construed to be a waiver of right of such party thereafter to enforce any such provisions.
11.6 Assignment. Licensee shall not assign this Agreement without the written consent of Tacteris.
11.7 Notices. Service of notices under this Agreement by either party to the other shall be sufficient if delivered personally, posted by registered post, or sent via courier (with delivery confirmation). Notices shall become effective upon actual receipt.
11.8 Contact. Questions concerning this Agreement may be addressed to Tacteris Systems Inc., Suite 340, 600 Crowfoot Crescent NW, Calgary, Alberta, Canada, T3G 0B4 with “EULA” as the reference subject.
