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Warning: Use of the TRACXS Software
("TRACXS") is conditional upon you agreeing
to the terms set out below.
Do not use TRACXS until you have read
and accepted all the terms of this End User Licence
Agreement.
IMPORTANT-READ CAREFULLY.
This End User License Agreement ("Agreement")
is a legal agreement between you (either an individual
or a single entity) and Qualitiqua for the use of the
TRACXS (Application). The Application includes computer
software, the associated media, any printed materials,
and any "online" or electronic documentation.
This Agreement is valid and grants the end-user license
rights only if the Application is genuine. You agree
to be bound by the terms of this Agreement by installing,
copying, downloading, accessing or otherwise using the
software agreement. If you do not agree, Qualitiqua
is unwilling to license the Application to you. In such
event, you may not use or copy the Application, and
you should promptly contact Qualitiqua for instructions
on return of the unused product(s) in accordance with
Qualitiqua's return policies.
DEFINITIONS
"Application" means a computer
program, set of programs, and files along with media
and documentation designed for commercial distribution
to End Users. The Application includes a Database Engine.
"Computer" means a specified
hardware platform running a single copy of the operating
system software in a supported Operating Environment.
"Concurrent Users" is the maximum
number of seats licenced to an End User.
"Database Engine" is a computer
program that comes with the Application that allows
data to be:
i) Stored in a structured manner,
ii) Retrieved by the Application or a Report Generator,
iii) Be backed up and maintained,
iv) Recovered in the event of a failure.
"End User" is a third party
who is licenced to use the software internally.
"Maintenance Release" is any
version of the Application or Database Engine that has
fixes to identified errors.
"Major Release" is a version
of the Application and Database Engine that has enhanced
capabilities, compared to the current version, and patches
to fix identified errors.
"Seat" is a specific identifiable
unique computer that is connected to the Database through
the Application or a Report Generator.
APPLICATION LICENSE
The Application is protected by copyright
laws and international copyright treaties, as well as
other intellectual property laws and treaties. The Application
is licensed, not sold.
1. GRANT OF LICENSE. This Agreement
grants End User the following rights:
• Installation and Use. End User
may only install, use, access, display and run one (1)
copy of the Application on the Computer.
• Network Use.
Stand alone version. The Application may
not be installed, accessed, displayed, run, shared or
used concurrently on or from different computers, including
a workstation, terminal or other digital electronic
device.
Network version: The database included
with the Application can be installed in a network environment.
The number of clients accessing the database is restricted
to the number in the sales agreement. For each Computer
accessing the database a licenced copy of the client
software shall be installed.
• Back-up Copy. End User may make
a single back-up copy of the Application. End User may
use the back-up copy solely for archival purposes. End
User may make copies of the database data file(s), files
ending with the suffix .db and .log) using the supplied
back-up program. Except as expressly provided in this
Agreement, End User may not otherwise make copies of
the Application, including the printed materials accompanying
the SOFTWARE. Local law may provide End User additional
back-up rights.
• Reservation of Rights. QUALITIQUA
reserves all rights not expressly granted to End User
in this Agreement.
• QUALITIQUA retains ownership of
intellectual property rights (including and without
limitations: patent, copy rights, trade secrets and
trademarks) in and relating to the Application and all
enhancements, modifications, and Updates thereof. Except
for licences specifically granted in this Agreement,
no other express or implied licences are granted by
Qualitiqua with respect to the Application.
• iAnywhere Solutions retains ownership
of intellectual property rights (including and without
limitations: patent, copy rights, trade secrets and
trademarks) in and relating to the Database Engine and
all enhancements, modifications, and Updates thereof.
Except for licences specifically granted in this Agreement,
no other express or implied licences are granted by
Qualitiqua with respect to the Database Engine.
2. DESCRIPTION OF OTHER RIGHTS AND
LIMITATIONS.
• The database may not be used by
more than two (2) processors on the Computer.
• Language Version Selection. Manufacturer
may have elected to provide End User with a selection
of language versions of the Application. In such event,
End User are licensed to use only one of the language
versions provided.
• Academic Edition Software. To use the Application
identified as "Academic Edition" or "AE,"
End User must be a "Qualified Educational User".
For qualification related questions, please contact
Qualitiqua at 159 Stillview Road, Pointe Claire, Québec
H9R 2Y1.
• Not For Resale Software. Application
identified as "For Demonstration Purposes",
"Not For Resale" or "NFR," may not
be resold, transferred or used for any purpose other
than demonstration, test or evaluation.
• Limitations on Reverse Engineering,
Decompilation and Disassembly. End User may not reverse
engineer, decompile, or disassemble the Application,
except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding
this limitation.
• Separation of Components. The
client Application is licensed as a single product.
Its component parts may not be separated for use on
more than one computer. The database is licenced as
a single installation for a multiple client installation.
• Modifying the Application or Database
Engine. The End User shall not be permitted to copy
any Qualitiqua Application or Database Engine (except
where authorized herein), translate, modify, adapt,
enhance, decompile, disassemble or reverse engineer
any Qualitiqua Application or Database Engine. Use the
Application or Database Engine to provide sublicencing,
timesharing, rental, facility management, service bureau,
or similar services to third parties. Permit the Application
or Database Engine to be accessed by third parties over
the Internet unless approval to do so is granted by
Qualitiqua.
• Single Computer. The client Application
is licensed for a single computer. The database software
is licenced for a single installation.
• Rental. End User may not rent,
lease or lend the Application to another user. The preceding
restriction includes a prohibition on using the Application
to provide commercial hosting services.
• Application Transfer. End User
may permanently transfer all of End User's rights under
this Agreement only as part of a permanent sale or transfer
of the hardware, provided End User retains no copies,
End User transfers all of the Application (including
all component parts, the media and printed materials,
any upgrades, this Agreement). If the Application is
an upgrade, any transfer must also include all prior
versions of the Application.
• Termination. Without prejudice
to any other rights, Qualitiqua may cancel this Agreement
if End User does not abide by the terms and conditions
contained herein. In such event, End User must destroy
all copies of the Application and all of its component
parts.
• Trademarks. This Agreement does
not grant End User any rights in connection with any
trademarks or service marks of Qualitiqua.
• Application Sharing. The Application
may contain a product that enables applications to be
shared between two or more computers, even if an application
is installed on only one of the computers. End User
may use Qualitiqua products for multi-party conferences.
3. UPGRADES. To use an Application identified
as an upgrade, End User must first be licensed for the
product identified by Qualitiqua as eligible for the
upgrade. Minor upgrades are available free of charge
to registered owners of any version that has the same
major revision number.
4. COPYRIGHT. All title and intellectual
property rights in and to the Application (including
but not limited to any images, photographs, animations,
video, audio, music, text and "applets," incorporated
into the Application), the accompanying printed materials,
and any copies of the Application, are owned by Qualitiqua
or its licencors. End User may not copy the printed
materials accompanying the Application. All title and
intellectual property rights in and to the content which
may be accessed through use of the Application is the
property of the respective content owner and may be
protected by applicable copyright or other intellectual
property laws and treaties. This Agreement grants End
User no rights to use such content. All rights not expressly
granted under this Agreement are reserved by Qualitiqua
and its licencors.
5. CUSTOMER SUPPORT. With the
purchase of an annual support contract from Qualitiqua,
for support of the Application and Database Engine,
Qualitiqua will provide the End User with support services
during normal Qualitiqua business hours. Support Fees
are set forth in the Schedule.
6. EXPORT RESTRICTIONS. End User
agrees to comply with all applicable international and
national laws that apply to these products, including
the U.S. Export Administration Regulations, as well
as end-user, end-use and destination restrictions issued
by Canadian, U.S. and other governments.
7. FAULT TOLERANCE. The Application
is not fault tolerant and are not designed, manufactured,
or intended for the on-line controlling of nuclear facilities,
aircraft navigation or communications systems, air traffic
control, direct life support machines, or weapons system
in which the failure of the program could lead directly
to death, personal injury, or sever physical or environmental
damage. Qualitiqua and its licensors specifically disclaim
any expressed fitness for such purposes.
8. LIMITED WARRANTY. Qualitiqua
warrants that the then current, unmodified version of
the Application and Database Engine, provided to the
End User will operate in all material respect in accordance
with the Qualitiqua and iAnywhere published documentation
for a period of ninety (90) days from the initial shipment
to the End User. If the programs do not perform as warranted
the End User's sole remedy at Qualitiqua's option is
to replaces the non-conforming Application or Database
Engine or receive a refund of the licence fee paid by
the End User. Qualitiqua does not represent that the
Application or Database Engine is error free or will
satisfy all of the End User's requirements. Qualitiqua's
maximum liability for damages under this Agreement (regardless
of the form of action) shall not exceed the amount paid
by the End User to Qualitiqua for the Application.
9. DISCLAIMER AND ACKNOWLEDGMENTS.
You acknowledge that: implementing TRACXS can be a complex
process. TRACXS incorporates the information as provided
by you and by other software systems without checking
the accuracy or compatibility of that information. Qualitiqua
is not responsible for the accuracy of the information
supplied by you nor the compatibility of TRACXS with
other software and data used by You. Supplied with TRACXS
are certain operating instructions and a failure to
follow these instructions carefully could result in
errors in the results being produced by TRACXS. You
should check all results provided by TRACXS for any
anomalies. TRACXS is licenced to you on the understanding
that, subject to the warranties above. Qualitiqua is
not responsible for the results of any actions taken,
either by you or a third party relying on results supplied
or not supplied by TRACXS.
10. FEES. To the extent permitted
by law and stated expressly to the contrary, Fees do
not include any taxes, charges, levies or duty which
may be payable on the supply of such goods and services
including without limitation any US Federal or state
taxes, GST, PST, stamp duty or otherwise. To the extent
permitted by law, you are responsible for such taxes,
charges, levies and duties and shall pay same to Qualitiqua
upon request.
11. DURATION. If this Agreement
is extended then the terms and conditions of this Agreement
shall apply with the necessary modifications. This Agreement
may be terminated without notice in the following circumstances:
if you breach any term of this agreement; if you become
the subject of insolvency proceedings; if you, being
a firm or partnership, are dissolved; or if you destroy
TRACXS and documentation for any reason. Upon termination,
you or your representative shall destroy any remaining
copies of TRACXS and documentation or otherwise return
or dispose of such material in the manner directed by
Qualitiqua. Termination pursuant to this clause shall
not affect any rights or remedies, which Qualitiqua
may have otherwise under this licence or at law.
12. SEVERABILITY. If any provision
of this agreement is held invalid, unenforceable or
illegal for any reason, this agreement shall remain
otherwise in full force apart from such provision or
part provision, which shall be deemed deleted.
13. ENTIRE AGREEMENT. This agreement
constitutes the entire agreement between the parties
for the subject matter referred to in this agreement.
Any prior arrangements, agreements, representations
or undertakings are superseded. No modification or alteration
of any clause of this agreement will be valid except
in writing signed by each party.
14. GOVERNING LAW. This agreement
will be governed by and construed according to the laws
of the Province of Quebec and Canada.
© 2005 Qualitiqua. All Rights Reserved.
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