End User License Agreement (EULA)
The software that is subject to this End User’s License Agreement (“EULA”) is licensed,
not sold, to the Licensee by 2491525 Ontario Limited c.o.b. as “Y4U Technologies”
and its affiliated or related companies (collectively referred to herein as “Y4U”).
Installing, copying, accessing, or using the Y4U Licensed Software constitutes
Licensee's acceptance of, and promise to comply with, all of the terms and conditions of this EULA. The installed software products, as well as associated media, printed materials, and “online” or electronic documentation (“SOFTWARE”) are protected by international intellectual property laws and treaties. Y4U owns the title, copyright, and other intellectual property rights in the SOFTWARE. All rights are reserved.
The “Licensed Software” includes all of the contents of the files, disk(s), CD-ROM(s), DVDs, or other media for which this EULA is provided, including:
third party computer information or software that Y4U has licensed for inclusion in the Licensed Software; written materials or files relating to the Licensed Software (“Documentation”);
upgrades, modified versions, updates, additions, and copies of the Licensed Software, if any (collectively, “Updates”).
Licensee may install multiple copies of the Licensed Software on multiple devices. Licensee shall be solely responsible for all expenses incurred in Licensee’s installation of the Licensed Software.
The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Licensed Software may contain enforcement technology that limits Licensee's ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, and for a finite number of machines.
Licensee may make one copy of the Licensed Software for backup or archival purposes only.
Licensee may not sell, assign, or transfer the Licensed Software or the License granted by this EULA without prior written consent of Y4U, which such consent may be arbitrarily or unreasonably withheld.
The License granted by this EULA is non-exclusive.
- Licensee may not modify, adapt, translate, sublicense, rent, lease, or loan all or any portion of the Licensed Software or Documentation;
- Licensee may not create any derivative works from all or any portion of the Licensed Software or Documentation;
- Licensee may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the License Software the Licensed Software except, and then: only to the extent expressly permitted by applicable law; after notification to Y4U; upon payment of a reasonable fee; and execution of a confidentiality agreement to protect the code from disclosure to any third parties;
- Licensee may not use a previous version of the Licensed Software after receiving a media replacement or upgraded version as a replacement to a prior version (in such case you must destroy the prior version);
- Licensee may not use the Licensed Software in the operation of aircraft, air traffic navigation and control, ship, nuclear facilities, life support machines, communication systems, or any other equipment in which the failure of the software could lead to personal injury, death, or environmental damage;
- Licensee may not remove or obscure Y4U copyright or trademark notices, or the copyright and trademark notices of third parties that Y4U has included in the Licensed Software or Documentation;
- Licensee may not use the Licensed Software to host applications for third parties, as part of a facility management, timesharing, service provider, or service bureau arrangement;
- Licensee may not use the Licensed Software in any manner not authorized by this EULA.
Licensee is solely responsible for Licensee's use of the Content. Licensee may only use the Content responsibly, in a manner consistent with the exercise of good judgment. If Licensee is having difficulty deciding whether Licensee's intended use is appropriate, or whether Licensee needs written permission, or whether other legal issues should be considered, Y4U strongly encourages Licensee to seek competent legal counsel. Y4U will not assist Licensee in making this determination, nor can Y4U provide Licensee with legal advice as to intellectual property rights. If Licensee or Licensee's legal advisor determines that Licensee is required by law to obtain written permission to use portions of the Content, Licensee must request permission for reproduction, redistribution, or modification of the Content from the appropriate owner of the subject materials (as may be cited in the Licensed Software). If, on the other hand, Licensee or Licensee's legal advisor determines it is permissible to proceed and include Content from the Licensed Software, Y4U asks Licensee to correctly designate Y4U trademark(s) when referring to the Licensed software in the notice or copyright portion of Licensee's paper, project, or product. Licensee shall indemnity, hold harmless, and defend Y4U, its officers, directors and shareholders, and Y4U suppliers from all claims, damages, attorneys' fees, costs, and lawsuits that arise from, or result from, Licensee's use or distribution of Content.
If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any Update provided to Licensee is made on a License exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, Y4U may cease support for prior versions, without any notice to Licensee.
Y4U is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as Y4U may offer from time to time during the term of this EULA.
LIMITED WARRANTY ON MEDIA
Y4U warrants that the media on which the Licensed Software is distributed will be free from defects for a period of 30 days from the date the Licensed Software is delivered to Licensee. If Licensee discovers a defect in the media during this 30-day period, Licensee must then return the defective media to Y4U within 10 calendar days of discovering the defect, and Licensee's sole remedy is to have either the defective media replaced, or at Y4U sole option, a refund of the money that Licensee paid for the Licensed Software.
NO WARRANTY ON LICENSED SOFTWARE
The Licensed Software is provided to Licensee “AS IS.” Y4U, and Y4U suppliers or affiliates, make no warranty as to its use or performance. Y4U, AND Y4U AFFILIATES, MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
LIMITATION OF LIABILITY
IN NO EVENT WILL Y4U, ITS OFFICERS, DIRECTORS OR SHAREHOLDERS, OR Y4U AFFILIATES, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF Y4U OR ONE OF Y4U AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. THE AGGREGATE LIABILITY OF Y4U, AND Y4U AFFILIATES, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, IF ANY.
ADDITIONAL TERMS FOR BETA SOFTWARE
If the Licensed Software that Licensee receives with this EULA is pre-commercial release or “BETA” software (“Pre-release Software”), then, to the extent that any provision in this section is in conflict with any other term or condition in this EULA, this section supersedes such conflicting term(s) and condition(s) as to the Pre-release Software, but only to the extent necessary to resolve the conflict. Licensee acknowledges that the Pre-release Software does not represent the final product from Y4U, and may contain bugs, errors, and other problems that could cause system or other failures and data loss. Consequently, Y4U disclaims any warranty or liability obligations to Licensee of any kind whatsoever. IN APPLICABLE JURISDICTIONS WHERE LIABILITY CANNOT BE SO EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT MAY BE LIMITED, Y4U LIABILITY, AND THAT OF ITS SUPPLIERS, SHALL BE LIMITED TO THE TOTAL OF FIFTY DOLLARS (U.S. $50.00). Licensee acknowledges that Y4U has not promised or guaranteed to Licensee that the Pre-release Software will be announced or made available to anyone in the future, and that Y4U has no express or implied obligation to Licensee to announce or introduce the Pre-release Software. Y4U may decide not to introduce a product similar to, or compatible with, the Pre-release Software. Accordingly, Licensee acknowledges that any research or development that Licensee performs regarding the Pre-release Software, or any product associated with the Pre-release Software, is done entirely at Licensee's own risk. During the term of this EULA, if requested by Y4U, Licensee will provide feedback to Y4U regarding testing and use of the Pre-release Software, including error or bug reports. If Licensee has been provided the Pre-release Software pursuant to a separate written agreement, then Licensee's use of the Pre-release Software is also governed by that agreement. Notwithstanding anything in this EULA to the contrary, if Licensee is located outside of Canada Licensee will return or destroy all unreleased versions of the Pre-release Software within 30 days of the completion of Licensee's testing of the Pre-release Software if that date is earlier than the date scheduled for Y4U first commercial shipment of the publicly released (commercial) Software.
SURVIVAL OF DISCLAIMERS
The exclusions of warranties and liability limitations shall survive the termination of this EULA, however caused; but this survival shall not imply or create any continued right to use the Licensed Software after termination of this EULA.
Licensee shall not ship, transfer, or export Licensed Software into any country or use Licensed Software in any manner prohibited by the Government of Canada, the European Union, the United States Export administration laws and regulations (collectively the “Export Laws.”). If the Licensed Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee, and Licensee's employees who will use the Licensed Software are not a citizen, or otherwise located within, an nation embargoed by Canada and/or the United States (including without limitation: Iran, Syria, Sudan, Cuba, and North Korea), and that Licensee, and Licensee's employees who will use the Licensed Software, are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Licensed Software are granted on condition that Licensee complies with the Export Laws, and all such rights are forfeited if Licensee fails to comply with the Export Laws.
CONSENT TO USE OF DATA
You agree that Y4U and its affiliates may collect and use technical information gathered in any manner as part of product support services related to the Licensed Software. Y4U and its affiliates may use this information to improve their products or to provide customized services or technologies to you. Y4U and its affiliates may disclose this information to others, but not in a form that personally identifies you. For further information about your privacy please see the privacy statement at [http://y4u.tech/acc-privacy-policy.html].
This EULA is subject to, and will be governed by and construed in accordance with the substantive laws in force of Canada.
INTELLECTUAL PROPERTY OWNERSHIP
The Licensed Software and any authorized copies that Licensee makes are the intellectual property of, and are owned by, Y4U, and by third parties whose intellectual property has been licensed by Y4U. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of Y4U and such third parties. The Licensed Software is protected by law, including without limitation, the copyright laws of Canada, the United States and other countries, and by international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any intellectual property rights in the Licensed Software.
RESERVATION OF RIGHTS
Y4U reserves all rights not expressly granted to Licensee by this EULA. The rights granted to Licensee are limited to Y4U intellectual property rights, and to the intellectual property rights of third parties licensed by Y4U, and do not include any intellectual property rights.
This EULA constitutes the entire agreement between the Licensee and Y4U relating to the Licensed Software, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating to the Licensed Software.
This EULA may only be modified or amended by a writing signed by an authorized officer of Y4U.
If any provision of this EULA is determined by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
No failure or delay by Y4U in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of Y4U shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
PROOF OF COMPLIANCE
Within 30 calendar days after request from Y4U, or Y4U authorized representative, Licensee will provide full documentation, and certify under oath before a commissioner for taking affidavits, that Licensee's use of any and all Licensed Software is in conformity with this EULA.
If Licensee breaches this EULA, and if it fails to cure any breach within 30 calendar days after request from Y4U, or Y4U authorized representative, Y4U may terminate this EULA, whereupon all rights granted to Licensee shall immediately cease. Furthermore, upon termination, Licensee shall return to Y4U all copies of the Licensed Software to Y4U or verify in writing that all copies of the Licensed Software have been destroyed.