Software License Agreement

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SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE ACCOMPANYING SOFTWARE (THE “SOFTWARE PRODUCT”). INDIVIDUALS OR ENTITIES INSTALLING, COPYING, OR OTHERWISE USING THIS SOFTWARE PRODUCT (THE “END USER” OR “BUYER”, COLLECTIVELY “YOU”) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THIS SOFTWARE PRODUCT.

Definitions

“Affiliate” shall mean any business entity from time to time controlling, controlled by, or under common control with, either party. “Software Product” shall mean the Genetec software(s) and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software Product, which You are entitled to receive, and that has been provided to You by Genetec Inc. (“Genetec”), shall also mean Software Product for the purpose of this Agreement.

Copyright

The Software Product licensed herein is protected by copyright and other intellectual property laws and treaties. Genetec or its suppliers own the title, copyright, and other intellectual property rights in the Software Product and reserve all rights not granted to You. The Software Product is licensed to You, not sold and You acknowledge that no title or ownership in the Software Product is being transferred or assigned and this license is not to be construed as a sale of any rights in the Software Product. Under no circumstances, shall You enable or allow a third party to use the Software Product for remuneration of any kind.

Trademarks

GENETEC, GENETEC CLEARANCE, OMNICAST, SYNERGIS, AUTOVU, FEDERATION, STRATOCAST, SIPELIA, CITYWISE, the GENETEC LOGO, the MOBIUS STRIP LOGO, the GENETEC CLEARANCE LOGO, the OMNICAST LOGO, the SYNERGIS LOGO, the AUTOVU LOGO, and the STRATOCAST LOGO are trademarks of Genetec Inc., and may be registered or pending registration in several jurisdictions.

Other trademarks used in this document may be trademarks of the manufacturers or vendors of the respective products.

Restrictions and Limitations

The use of the Software Product licensed under this Agreement is subject to the following restrictions and limitations:

  1. A worldwide, perpetual, nonexclusive license to use, install and access the Software Products is granted directly to the End User and its Affiliates by Genetec.
  2. This license is granted to the End User by Genetec. If you are not the End User, your only right is to install the Software Product for the End User on devices owned or leased by the End User.
  3. Except as expressly allowed herein no right to recopy, sell, distribute, license, sub-license, alter, modify, disassemble, de-compile or reverse engineer any software in any manner whatsoever is hereby given.
  4. End User and its Affiliates may make a reasonable number of copies of the Software Product for purposes of backup, disaster recovery or failover, archive, development or testing.
  5. End User may not provide or disclose the Software Product to any third party.
  6. End User may not grant any sublicense, lease or other right in the Software Product to others, except for the limited right of allowing End User’s Affiliates to access its system.

Mandatory Activation

End User is required to activate the license granted herein in the manner described during the setup sequence of the Software Product. You can activate the Software Product through the use of the Internet or telephone; toll charges may apply. You may also need to reactivate the Software Product if You modify your computer hardware or alter the Software Product. There are technological measures in the Software Product that are designed to prevent unlicensed or illegal use of the Software Product. You agree that we may use those measures.

Limited Warranty

Genetec warrants that, for a period of one (1) year from the date of delivery of the Software Product to You, the Software Product will perform substantially in accordance with the accompanying user manual, and the media on which the Software Product resides will be free from defects in materials and workmanship under normal use. GENETEC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET THE END USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. Genetec’s entire liability and the End User's exclusive remedy under this Limited Warranty provision shall be, at Genetec's sole option, either (a) refund of the price paid for the Software Product, or (b) repair or replacement of the portions of the Software Product that do not comply with this limited warranty.

ALL OTHER WARRANTIES – REPRESENTATIONS, TERMS AND CONDITIONS (STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) AS TO QUALITY, CONDITION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR PURPOSE (EXCEPT FOR THE IMPLIED WARRANTY OF TITLE) ARE HEREBY EXPRESSLY EXCLUDED.

Indemnities

Genetec warrants that it has all lawful right and authority to license the Software Product. Genetec shall defend, indemnify and hold You and your Affiliates harmless from and against any claim alleging that the Software Product infringes any intellectual property right, including but not limited to patent, copyright, trademark, trade dress, trade secret mask work right or other property right of a third party. Genetec shall defend at its expense any suit or proceeding against You based upon such a claim and shall pay all costs and damages awarded therein, provided that Genetec is notified promptly in writing of the suit or proceeding and You cooperate in the defense of such suit.

End User shall, at its own expense, defend and indemnify Genetec against any claim, action or proceeding brought against it which arises from or is in any manner connected with the End User’s unauthorised use of the Software Product or that arises from its breach of any provision of this Agreement.

Protection and Security

End User agrees to use its best efforts and to take all reasonable steps to safeguard the Software Product to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. You acknowledge that the Software Product contains valuable confidential information and trade secrets and that unauthorized use and copying are harmful to Genetec.

Termination

This License is effective until terminated. This License will terminate immediately without notice from Genetec if the End User fails to comply with any of its provisions. Upon termination, the End User must destroy the software and all copies thereof, and the End User may terminate this License at any time by doing so. Genetec will not have any obligation upon termination of the Agreement to refund any portion of the license fee. Genetec may terminate any Licenses granted for demonstration purposes at any time, without prior notice.

Limitation of Liability

WARNING: The Software Product and products connected to the Software Product are never to be used as a tool or method to prevent injury or death by itself or in combination with other programs or in a way that could pose a risk to health or life.

Genetec shall have no liability in respect of any defect in the Software Product arising from: specifications or materials supplied by You; your wilful damage or negligence or that of your employees or agents or that of your Affiliates’ Representatives; abnormal working conditions at your or your Affiliates’ premises; failure to follow Genetec’s instructions (whether oral or in writing); misuse of the Software Product or alteration or repair of the Software Product without Genetec’s approval; if the total price for the Software Product has not been paid to Genetec; accident, abuse, or misapplication; products or equipment not specified by Genetec as being compatible with the Software Product; or if Genetec has not been notified in writing of the defect within the applicable warranty period.

Genetec shall not be liable for, and the End User agrees to defend, indemnify and hold Genetec harmless from and against, all claims, liabilities, damages or expenses directly or indirectly arising out of the use of specific security device(s) that connect to the Software Product and designated by Genetec as presenting cyber-security risks.

IN NO EVENT SHALL GENETEC BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, FROM ANY CAUSE ARISING OUT OF THE SALE, INSTALLATION, USE OR INABILITY TO USE THE SOFTWARE PRODUCT OR ANY OTHER PRODUCT OR SERVICE, EVEN IF GENETEC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA.

Genetec shall not be bound by any representations or statements on the part of its employees or agents whether oral or in writing including those made in catalogues and other promotional material, other than those made in valid contractual documents duly signed by its lawfully authorized representatives.

Copyright Acknowledgement

The Software Product includes third party computer programs. See following link for a complete list of these programs and the license terms under which they are licensed to Genetec and distributed to the End User: https://www.genetec.com/legal/tpslist

FINAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be considered deleted from the Agreement and shall not invalidate the remaining provisions of the Agreement. All other provisions of the Agreement shall survive the termination of the Agreement for any reason whatsoever.

This Agreement shall be construed in accordance with and governed by the laws of the province of Ontario, and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of the judicial district of Montreal.

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede any other oral or written agreements, that the parties hereto may have had with respect thereto.

This Agreement may not be modified in any way without the written consent of both parties. No provision of the Terms may be waived unless in writing signed by the party to be bound by the waiver.