END USER LICENSE AGREEMENT (EULA)


PLEASE TAKE THE TIME TO CAREFULLY READ AND UNDERSTAND THE RIGHTS AND RESTRICTIONS THAT MAKE UP THE TERMS OF THIS END USER LICENSE AGREEMENT (THE "EULA" or "AGREEMENT").

 

THIS EULA IS A LEGAL AGREEMENT BETWEEN

 

YOU, AS AN INDIVIDUAL ("YOU" OR "USER"), AN EMPLOYEE, AGENT OR CONTRACTOR OF CUSTOMER, ACTING ON YOUR OWN BEHALF AND ON BEHALF OF CUSTOMER; AND

 

SYNCHROSERV LIMITED PARTNERSHIP ("SYNCHROSERV"); AND

 

CUSTOMER, BEING A PARTY TO A SERVICES AGREEMENT BETWEEN IT AND SYNCHROSERV ("CUSTOMER")

 

FOR THE USE OF THE ServCtr™ SOFTWARE PRODUCT AND ACCESS TO THE ClikFIX® SITE (THIS "SITE") AND TO SOME OR ALL OF THE ClikFIX® DATA THAT IT CONTAINS.

 

At the end of the EULA, You will be asked to either accept or not accept these terms.

 

ACCEPT      If You click the accept button, it is a symbol of Your signature and it is evidence that You agree to be bound by the terms of this EULA.
DECLINE      If You do not agree with the terms of this EULA, You may not use the Software Product (as defined below).
 
Background
 
A.     SynchroSERV and Customer are parties to a Services Agreement (the "Services Agreement") (to which this EULA is a part), which licenses to Customer, use of its proprietary suite of transaction management software modules known as the ServCtr Application which includes but is not limited to code, tutorials, executables, documentation, logic, service, training, upgrades, updates, and support (the "Software Product").
B.     You are employee, agent or contractor of the Customer and are required, as part of your employment or engagement with the Customer, to have access to the Software Product.
C.     Before SynchroSERV will grant access to the Software Product and this Site to You, You must agree to the rights, obligations and restrictions contained in this EULA and SynchroSERV must be formally notified by the Customer, that your application for access has been approved.
D.     The Software Product and this Site are protected by copyright laws as well as other intellectual property laws; and
E.     The Software Product is licensed, not sold.
 
 

1.    Agreement

Pending final approval of Your access by the Customer, You and Customer covenant and agree as follows:


1.1   License: SynchroSERV hereby grants to You a fully-paid, royalty-free, non-transferable, revocable, and non-exclusive license to use the Software Product and access this Site in accordance with this Agreement.


1.2   Use Rights: Except for the limitations to Your rights that are outlined in Section 1.3 below, You may use the Software Product to access the Site and the system modules and associated reports as approved by the Customer and to perform activities associated with those modules.

If SynchroSERV provides You with any written documentation as a part of this Software Product, You may not copy or distribute those printed materials by any means. If, through the use of this Software Product, You receive any documentation in an electronic form, You may only print one copy of that electronic documentation.


1.3   Limited License: AN ESSENTIAL PART OF THIS EULA IS THAT YOU AGREE THAT ALL PROPRIETARY RIGHTS, INCLUDING ALL COPYRIGHTS, PATENTS, TRADE-MARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS AND TITLE IN AND TO THE SITE AND THE SOFTWARE PRODUCT AND THIS SITE ARE RESERVED AND OWNED BY SYNCHROSERV.

Except as expressly provided in this Agreement, You shall not (and will not authorize or assist others to):

Reproduce, copy, replicate, duplicate, modify, translate, customize or otherwise change the Software Product or this Site whether in whole or in part;

Rent, sell, lease, license, sub-license, transfer, publish, redistribute, retransmit or otherwise provide third party access to the Software Product or this Site, whether in whole or in part;

Remove, cover or alter any SynchroSERV or Customer trade-marks, trade names, copyrights, or other proprietary notices, labels or marks appearing on or in copies of the Software Product or delivered to You under this Agreement or on this Site;

Reverse engineer, de-compile, disassemble, or otherwise attempt to replicate the functionality or derive the source code of the Software Product or this Site, whether in whole or in part, including but not limited to creating derivative works from or based on the Software Product or this Site;

Market, re-market or provide copies of the Software Product, or disclose information about the design of the Software Product or this Site in whole or in part, to any person or entity; or

Allow other persons or entities to access the Software Product, this Site or any data related to the Software Product or this Site using Your login code.


1.4   Security Measures: You agree to take reasonable security precautions, at least as great as the precautions that You take to protect Your own confidential information, to prevent unauthorized use of and access to the Software Product, the Site or data related to the Software Product or this Site, whether in whole or in part.


1.5   Reservation of Rights: SynchroSERV hereby reserves any and all rights not specifically granted to You under this Agreement with respect to the Software Product and the Site.


2.    Obligations and Restrictions

As a condition of this EULA, You agree to the following obligations and restrictions:


2.1   Breach of License: You will notify SynchroSERV immediately and in any event no later than within 24 hours, upon becoming aware of any breach of Section 1 of this Agreement.


2.2   Incorrect Access: You will notify SynchroSERV immediately, and in any event no later than within 24 hours, of discovery that You are receiving incorrect (whether too restrictive or too broad) access to the Software Product or this Site.


2.3   No Transfer of Access: You can not transfer the Software product or assign any of Your rights to the Software Product or this Site under this Agreement in whole or in part, to any person or entity for any length of time whatsoever.


2.4   No Separation of Components: SynchroSERV is licensing the Software Product to You as one single unit and that You are prohibited from separating the component parts of the Software product for any reason whatsoever.


2.5   Breach: If You breach any of the provisions of this Section 2, SynchroSERV may, at its sole discretion, suspend or terminate this Agreement and Your access to the Software Product and this Site effective immediately and with or without providing You notice of such suspension or termination.


3.    Minimum System Requirements

To access and use the Software Product and this Site properly, You must have the required hardware and software components, and those components may change over time. In addition to having the right components, Your system must be configured to allow cookies during the user session.


4.    Version

SynchroSERV retains the right to make enhancements, fixes, changes and alterations to the Software Product and this Site over time in its discretion, and will supply You with access to the most current version.


5.    No Warranties

AN ESSENTIAL PART OF THIS EULA IS THAT YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE PRODUCT AND THIS SITE IS FURNISHED TO YOU BY SYNCHROSERV AT NO CHARGE AND ON AN "AS IS" BASIS.

SYNCHROSERV DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR LIABILITIES WITH RESPECT TO THE SOFTWARE PRODUCT AND THIS SITE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, DURABILITY, LACK OF VIRUS, OR FITNESS FOR A PARTICULAR PURPOSE.


5.1   Software Product: SynchroSERV does not warrant that the Software Product or this Site will meet Your or any other party's needs or be free from errors, and there will not be any warranties created by a course of dealing, course of performance or trade usage.


5.2   Actions and Decisions taken by You: You assume all responsibility for all conclusions drawn, decisions made and, results obtained from Your use of the Software Product or this Site. You hereby release SynchroSERV from any and all liability arising from or related to all claims concerning the Software Product or Your use of the Software Product and this Site.


6.    Limitation of Liability


6.1    AN ESSENTIAL PART OF THIS EULA IS THAT YOU AGREE THAT IN NO EVENT SHALL SYNCHROSERV'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED CDN$100.00.


6.2   No Liability: Subject only to Section 6.1, under no circumstances shall SynchroSERV be liable to You or Customer, under any contract, strict liability, tort, negligence, or other legal or equitable theory, for any indirect, incidental, consequential, punitive or special damages, arising out of or related to this agreement including damages for loss of business profits, business interruption, loss of business information, and the like, even if SynchroSERV has been advised of the possibility of such damages.


7.    Confidentiality

AN ESSENTIAL PART OF THIS EULA IS YOU AGREE THAT YOU WILL NOT DISCLOSE OR OTHERWISE MAKE KNOWN ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW), TO ANY OTHER PERSON, WITHOUT THE EXPRESS WRITTEN CONSENT OF SYNCHROSERV, EITHER DURING THE TERM OF THIS AGREEMENT OR FOR A PERIOD OF FIVE (5) YEARS THEREAFTER.


7.1   Precautions: You agree to take all reasonable precautions to protect SynchroSERV's Confidential Information (as defined below) and at least such precautions as great as the precautions that You take to protect Your own confidential information and You further agree to treat as confidential all data or other information concerning the business, financial, or other affairs of SynchroSERV accessed through Your use of the Software Product and this Site.


7.2   Definition: "Confidential Information" refers to any trade secrets or proprietary, non-public information not generally known relating to either the Software Product or the business practices, financial or other affairs of either SynchroSERV or the Customer. Confidential Information does not include information that is or becomes known through no fault of You, or information that is independently developed or legally obtained by a third party.


8.    Residual Information

SynchroSERV may use residual information without restriction for any purpose within its discretion, including but not limited to product development, provided that SynchroSERV will not identify You in any way in SynchroSERV's use of such residual information. "Residual Information" refers to intangible information that is accumulated over time as a result of usage patterns, ideas, concepts, know-how techniques and other observations based on the use of the Software Product.


9.    Termination


9.1   Term: This Agreement will remain in effect for the duration of the term of the Services Agreement. Your access to the Software Product and this Site will immediately terminate upon the expiration or termination of the Services Agreement or your employment or engagement with the Customer; whichever shall first occur.


9.2   Termination for Default: Without providing notice to You, SynchroSERV may immediately suspend or terminate this Agreement and Your access to the Software Product and this Site if it has reason to believe that You have failed to uphold Your obligations or that You have breached any of the restrictions or terms set out in this Agreement.


9.3   Termination at the Direction of the Customer: With or without providing notice to You, SynchroSERV may suspend or terminate this Agreement and Your access to the Software Product and this Site immediately when and if the Customer notifies SynchroSERV that You are no longer authorized under the Services Agreement to access and use the Software Product and this Site.


9.4   Modification: SynchroSERV may revise the EULA in its discretion at any time. If SynchroSERV materially revises the EULA, SynchroSERV will inform You of the changes and ask for Your acceptance of the changes. If You do not accept the changes, SynchroSERV reserves the right to terminate or suspend Your access to the Software Product and this Site.


9.5   Consequences of Termination: You will deliver to SynchroSERV or destroy all originals and copies of the Software Product which You have in Your possession and You will delete all copies of the Software Product from Your computer systems, within five (5) days after the termination of this Agreement or Your access to the Software Product.


10.    General


10.1   Binding Effect and Enurement: This Agreement is binding upon, and enures to the benefit of, the Parties and their respective heirs, executors, administrators, successors, personal representatives, and permitted assigns.


10.2   Non-Assignment: You may not assign this Agreement or any rights granted hereunder in whole or in part. SynchroSERV may assign this Agreement at its sole discretion, subject to SynchroSERV's obligations under the Service Agreement with the Customer.


10.3   Governing Law and Jurisdiction: This Agreement shall be governed by, and be construed in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia, which will be deemed to be the proper law of this Agreement. The Supreme Court of British Columbia sitting in the City of Vancouver will have original and exclusive jurisdiction over this Agreement, including without limitation the enforcement of this Agreement and any dispute regarding its interpretation and application, and the parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the Supreme Court of British Columbia sitting in the City of Vancouver for those purposes.


10.4   Questions: If you have any questions or comments and wish to contact SynchroSERV, you can reach SynchroSERV in any of the following ways:

by Phone: 604-628-5973
by Fax: 604-628-5971
by Mail: SynchroSERV Limited Partnership
Suite 770, One Bentall Centre
505 Burrard Street
Box #89
Vancouver, BC
V7X 1M4



  If You click the accept button, it is a symbol of Your signature and it is evidence that You agree to be bound by the terms of this EULA.

  If You do not agree with the terms of this EULA, You may not access this site or use the Software Product.


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