SOFTWARE LICENSE AGREEMENT
This is a legal agreement ("AGREEMENT") between you, the Licensed User or representative of the Licensed User, and desktopsites
("DESKTOPSITES"), a Canadian corporation, which markets and supports the Copyrighted computer software Konect feature release product
(hereinafter the "PRODUCT"). Please read the terms and conditions of
this End-User License Agreement (EULA) before installing or otherwise
using the Product. BY CLICKING "I AGREE', OPENING THE SEALED DISK,
DOWNLOADING THE PRODUCT, INSTALLING, COPYING, OR OTHERWISE USING ANY
PART OF THE PRODUCT OR ANY ASSOCIATED MEDIA, ANY PRINTED MATERIALS, OR ANY 'ONLINE' OR ELECTRONIC DOCUMENTATION, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE UNUSED DISK PACKAGE TO THE PLACE WHERE YOU OBTAINED IT FOR A FULL REFUND OR EXIT THE DOWNLOAD PROCESS TO AVOID CHARGES.
1. Grant of License
This DESKTOPSITES PRODUCT contains software that provides services on a computer called a server ("Server Software"). The Server Software allows a computer(s) to access or utilize the services provided by the Server Software. DESKTOPSITES grants to you the following non-exclusive rights to the Server Software, if any, and accompanying documentation (collectively called the "SOFTWARE"). The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.
1.1 Installation and Transfer You may install the Server Software on as many computers as your needs require (the "Server(s)").
1.2 Use of the Server Software You may use one copy of the Server Software at any time on the Server(s) for support of Clients. The Server Software supports usage by more than one user at a time, but it may be used only to support up to the number of user logins you are entitled to based on your initial purchase of DESKTOPSITES licenses and any additional purchases of DESKTOPSITES licenses for the same SOFTWARE which increase the number of allowable logins for the SOFTWARE. Any attempt to use the SOFTWARE in violation of these limitations is a breach of this AGREEMENT.
1.3 Other Notice to Users - You shall inform all users of the SOFTWARE of the terms and conditions of this AGREEMENT. Not For Resale Software - If this SOFTWARE is labeled 'Not For Resale' or 'NFR', your license only permits use for demonstration, test, or evaluation purposes.
2. Upgrade Releases
2.1 For the purposes of this AGREEMENT, an Upgrade Release shall mean a generally available release of the same SOFTWARE, which may include repairs in defects, but not limited to, any changes, improvements, modifications or additions made by DESKTOPSITES, from time to time, to the SOFTWARE.
DESKTOPSITES may, from time to time, generally make Upgrade Releases available for licensing to the public. Upon general availability of Upgrade Releases, DESKTOPSITES shall provide You, the licensed user with such Upgrade Releases for the Server Software originally licensed by the licensed user pursuant to this AGREEMENT and Upgrade Releases for the allowable number of logins valid at the time of the Upgrade Release, without additional charge. DESKTOPSITES shall not be responsible for delivery of the Upgrade Release(s) to You. Any such Upgrade Release so delivered to You, the licensed user, shall be considered SOFTWARE under the terms of this AGREEMENT.
2.2 You acknowledge that DESKTOPSITES may develop and market new or different computer programs which use portions of the SOFTWARE and which perform all or part of the functions performed by the SOFTWARE. Nothing contained in this AGREEMENT shall give You any rights with respect to such new or different computer programs. You also acknowledge that DESKTOPSITES is not obligated under this AGREEMENT to generally make any Upgrade Releases available to the public. DESKTOPSITES shall have no responsibility under this AGREEMENT for the installation of any Upgrade Releases.
3. Upgrade Policy Service Rights.
3.1 Upgrade Policy Service. If you have purchased an Upgrade Policy Service to obtain Upgrade Releases for the SOFTWARE (the 'Upgrade Policy Service'), the following terms and conditions shall also apply. If you have paid the appropriate Upgrade Policy Service fee and registered the Upgrade Policy Service with DESKTOPITES, your Upgrade Policy Service shall begin on the date the license keys are generated and sent to you (&/or reseller /distributor) via electronic dissemination (i.e. email) and shall continue for a term of one year thereafter unless terminated sooner (the 'Upgrade Policy Term'). During the Upgrade Policy Term, DESKTOPSITES may, from time to time, generally make Updates available for licensing to the public. Upon general availability of Upgrades during the Upgrade Policy Term, DESKTOPSITES shall provide the licensed user with one (1) copy of each such Upgrade for each copy of the SOFTWARE originally licensed by the licensed user pursuant to this AGREEMENT to support up to the number of user logins you are entitled to based on your purchase of an Upgrade Policy Service for such DESKTOPSITES licenses, without additional charge. Any such Upgrades so
delivered to the licenses user shall be considered SOFTWARE under the terms and conditions of this AGREEMENT. DESKTOPSITES shall have no
responsibility under this AGREEMENT for the installation of any Upgrade Releases.
4. Description of other Rights and Limitations. For all SOFTWARE.
4.1 Support Services. DESKTOPSITES may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support
Services is governed by DESKTOPSITES policies and programs described in the user manual, in "on line" documentation and/or other DESKTOPSITES-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to DESKTOPSITES as part of the Support Services, DESKTOPSITES may use such information for its business purposes, including for product support and development.
DESKTOPSITES will not utilize such technical information in a form that personally identifies you.
4.2 You may not rent or lease the SOFTWARE, but you may transfer the SOFTWARE and accompanying written materials on a permanent basis
provided you retain no copies and the recipient agrees to the terms of this AGREEMENT. You may not otherwise modify, translate, reverse engineer, decompile, or disassemble, create derivative works based on, or copy the SOFTWARE, except and only to the extent applicable law expressly prohibits such foregoing restriction. You may not remove any proprietary notices, labels, or marks on the SOFTWARE.
4.3 YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE OR ANY COPY IN WHOLE OR IN PART, OR GRANT ANY RIGHTS IN THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY DESKTOPSITES OR ITS SUPPLIERS.
4.4 You hereby agree, that to the extent that any applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs) give you the right to perform any of the aforementioned activities without DESKTOPSITES consent in order to gain certain information about the SOFTWARE for purposes specified in the respective statutes. Before you exercise any such rights, you shall first request such information from DESKTOPSITES in writing detailing the purpose for which you need the information. Only if and after DESKTOPSITES, at its sole discretion, partly or completely denies your request, shall you exercise your statutory rights.
4.5 Limited Warranty and Disclaimer. DESKTOPSITES warrants that, for a period of thirty (30) days from the date of delivery of the SOFTWARE to you, the media on which the SOFTWARE is furnished, if any, under normal use will be free from defects in materials and workmanship, and that the SOFTWARE will perform substantially in accordance with the DESKTOPSITES product documentation published by DESKTOPSITES and included with the SOFTWARE. DESKTOPSITES and it's suppliers' entire liability and your exclusive remedy under this warranty (which is subject to you returning the SOFTWARE to DESKTOPSITES or an authorized reseller) will be, at DESKTOPSITES' option, to replace the media and/or SOFTWARE or to refund the purchase price and terminate this AGREEMENT.
4.6 EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, DESKTOPSITES AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DESKTOPSITES AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY CONDITIONS OF QUALITY AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND HARDWARE TO ACHIEVE YOUR INTENDED RESULTS, , AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE AND HARDWARE. DESKTOPSITES DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
4.7 Proprietary Rights This license is not a sale. Title and copyright rights to the SOFTWARE, accompanying documentation and any copies made by you remain with DESKTOPSITES or its suppliers.
4.8 Limitation of Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER
DESKTOPSITES NOR ITS AFFILIATES, SUPPLIERS OR AUTHORIZED DISTRIBUTORS SHALL BE LIABLE FOR ANY LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORUNITY OR PROFITS, COST OF RECOVERY OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF THE SOFTWARE, REFERENCE MATERIALS OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF DESKTOPSITES, ITS SUPPLIERS OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF DESKTOPSITES, IT AFFILIATES, SUPPLIERS OR AUTHORIZED DISTRIBUTORS EXCEED THE AMOUNT PAID FOR THE LICENSED SOFTWARE AT ISSUE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. For purposes of this Agreement, the term "DESKTOPSITES AFFILIATE" shall mean any legal entity fifty percent (50%) or more of the voting interests in which are owned directly or indirectly by DESKTOPSITES. Affiliates, suppliers and authorized distributors are intended to be third party beneficiaries of this AGREEMENT.
4.9 Export Restriction You agree that you will not export or re-export the SOFTWARE in any form without the appropriate government licenses. Your failure to comply with this provision is a material breach of this AGREEMENT.
4.10 Termination This AGREEMENT is effective until terminated. You may terminate this AGREEMENT at any time by removing the SOFTWARE from your
computer and destroying all copies. Unauthorized copying of the SOFTWARE or the accompanying documentation or otherwise failing to comply with
the terms and conditions of this AGREEMENT will result in automatic termination of this license and will make available to DESKTOPSITES other legal remedies. Upon termination of this AGREEMENT, the license granted herein will terminate and you must immediately destroy the SOFTWARE and accompanying documentation. DESKTOPSITES may immediately terminate this AGREEMENT if You fail to comply with the terms and conditions of this AGREEMENT. In such event, You must destroy all copies of the SOFTWARE and accompanying documentation.
4.11 Government End-Users If you are a U.S. Government agency, in accordance with Section 12.212 of the Federal Acquisition Regulation (48 CFR 12.212), you hereby acknowledge that use, duplication and disclosure of the SOFTWARE by the U.S. Government or any of its agencies is governed by, and subject to, all of the terms, conditions, restrictions and limitations set forth in this AGREEMENT. In the event that, for any reason, Section 12.212 is not applicable, you hereby acknowledge that use, duplication and disclosure of the SOFTWARE by U.S. Government agencies is subject to the Commercial Computer Software Restricted Rights clause at 48 CFR Section 52.227-19(c)(1) and (2), or the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, as applicable. Manufacturer is DESKTOPSITES, #250, 3359 27th Street N.E., Calgary, Alberta, Canada T1Y 5E4.
4.12 Jurisdiction This AGREEMENT will be governed by the laws of the Province of Alberta without reference to conflict of laws principles, and in any dispute arising out of this AGREEMENT, You agree to attorn to the exclusive jurisdiction of the courts of the Province of Alberta and further agree to commence any litigation which may arise hereunder in the courts located in the Judicial District of Calgary, in the Province of Alberta, Canada.
Should you have any questions concerning this AGREEMENT, or wish to contact licensor for any reason, please write to licensor at the following address: desktopsites, Customer Service, #250, 3359 27th Street N.E., Calgary, Alberta, Canada T1Y 5E4.