End user license agreement
for Ytria software

Definition

In this Agreement, “YTRIA” means Ytria Inc.; “License Agreement” means this Agreement; “the SOFTWARE” means the Ytria software tools (scanEZ, aclEZ, agentEZ, databaseEZ, replicationEZ, consoleEZ, signEZ, viewEZ, actionBarEZ, designPropEZ and/or sapio365), including all its components, together with all accompanying documentation; “USER” means you, the licensee, the person using the SOFTWARE if you are an individual, or, if you are a company or any other legal entity, “USER” means a specific named employee or contractor working for your sole benefit and using the SOFTWARE.

License

In consideration of your agreement to comply with the terms and conditions of this License Agreement, YTRIA grants to the USER a non-exclusive license to use the SOFTWARE.

The use of the SOFTWARE with a valid License Key bought from YTRIA grants the USER a non-exclusive license to use the SOFTWARE on a “Full” basis, restricted to the USER’s computer system(s). It is also agreed that the “Full” License granted to the USER, pertaining to the use of a valid installed License Key coupled with an effective Software subscription bought from YTRIA, is transferable. The initial USER of the Software may make a permanent transfer of this EULA and SOFTWARE to another end USER, provided the initial USER retains no copies of the SOFTWARE. Prior to the transfer, the end USER receiving the SOFTWARE must agree to all the EULA terms.

Copyright

The SOFTWARE is owned by YTRIA and is protected by United States copyright laws, international treaty provisions, and all other applicable laws. The USER must treat the SOFTWARE like any other copyrighted material, except that the USER may give copies or distribute copies of the SOFTWARE to anyone. The USER may not copy any product manuals or written materials accompanying the SOFTWARE. The USER may not de-compile, reverse engineer, disassemble or otherwise reduce the SOFTWARE to humanly readable form. The USER may not make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same. The USER may not adapt or use any trademark or trade name, which is similar to, or likely to be confused with, that of YTRIA or take any other action that impairs or reduces the trademark rights of YTRIA. The USER further acknowledges that this License is not a sale or an assignment of YTRIA’s intellectual property rights in the SOFTWARE and the accompanying documentation, and that YTRIA continues to own title to the SOFTWARE and copyright of the printed information.

YOU ARE SPECIFICALLY PROHIBITED FROM CHARGING, OR REQUESTING DONATIONS, FOR ANY COPIES, HOWEVER MADE, AND FROM DISTRIBUTING SUCH COPIES WITH OTHER PRODUCTS OF ANY KIND, COMMERCIAL OR OTHERWISE, WITHOUT PRIOR WRITTEN PERMISSION FROM YTRIA. YTRIA RESERVES THE RIGHT TO REVOKE THE ABOVE DISTRIBUTION RIGHTS AT ANY TIME, FOR ANY OR NO REASON.

Intellectual property infringement indemnity

YTRIA warrants that USER’s use of the Software will not infringe upon or violate any trademarks, patents, copyrights, trade secrets or other third party property rights. If USER’s use thereof is alleged in any action to constitute infringement, or the use of the Software is enjoined, YTRIA, at its expense, shall procure for USER the right to continue use of the Software, or replace or modify the Software with non-infringing software without a degradation in the functionality. YTRIA agrees to indemnify, defend, and save USER harmless from and against any liability or damages, including attorneys’ fees, arising out of any alleged infringement or violation.

Warranty disclaimers and limitation of liability

THE SOFTWARE, AND ANY AND ALL ACCOMPANYING SOFTWARE, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER TYPE, WHETHER EXPRESSED OR IMPLIED, AND TO ANY REMEDY AGAINST YTRIA AND/OR ITS RESELLERS, WHETHER IN CONTRACT, TORT, DELICT, QUASI-DELICT OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES SO THE PRECEEDING EXCLUSIONS MAY NOT APPLY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YTRIA AND/OR ITS RESELLERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR DIRECT OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) ARISING OUT OF THE USER’S USE OF THE SOFTWARE, APPLICATIONS PRODUCED USING THE SOFTWARE OR PRINTED INFORMATION ACCOMPANYING IT, OR RESULTING FROM THE USER’S INABILITY TO USE ANY OF THESE PRODUCTS, WHETHER OR NOT YTRIA AND/OR ANY OF ITS RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST THE USER.

ANY LIABILITY OF YTRIA WILL BE LIMITED EXCLUSIVELY TO REFUND OF PURCHASE PRICE, IF ANY. IN ADDITION, IN NO EVENT SHALL YTRIA, OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF THE SOFTWARE, OR TO YOUR RELATIONSHIP WITH YTRIA.

IN ADDITION, IN NO EVENT DOES YTRIA AUTHORIZE YOU TO USE THE SOFTWARE IN APPLICATIONS OR SYSTEMS WHERE THE SOFTWARE’S FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN A SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OF LIFE. ANY SUCH USE BY YOU IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO HOLD YTRIA HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.

You acknowledge that good data processing procedure dictates that any program, including the SOFTWARE, must be thoroughly tested with non-critical data before you rely on it, and you hereby assume the entire risk of using the program. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

Export law assurances

The USER agrees that the SOFTWARE and other technical information, both printed and verbal, received from YTRIA will not be exported outside the United States except as permitted by the laws and regulations of the United States. If the USER rightfully obtains the SOFTWARE and accompanying information outside the United States, the USER agrees not to re-export the SOFTWARE and information except as permitted by the laws and regulations of the United States and the jurisdiction in which the USER obtained the SOFTWARE.

Termination

This License shall remain in full force and effect unless and until terminated. This License will terminate immediately, automatically and without notice if the USER fails to comply with any provision of this Agreement. Upon termination, the USER must immediately stop using the SOFTWARE, erase or destroy all copies of the SOFTWARE, and destroy all printed information provided with the SOFTWARE.

Entire agreement

This License Agreement constitutes the entire agreement between the USER and YTRIA and supersedes any other prior agreements or communications regarding the SOFTWARE. If any provision of this agreement is held invalid, the remainder of this agreement shall remain in effect.

Waiver

The failure by YTRIA or any of its resellers to enforce at any time any of the provisions of this agreement, to exercise any election or option provided herein, or to require at any time the performance by the USER of any of the provisions herein will not in any way be construed as a waiver of such provisions.

Language of agreement

The USER agrees that this agreement is to be drafted in the English language. Le licencié accepte que la présente convention soit rédigée en anglais.

Governing law

This Agreement shall be governed and be construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.