ConvertBack distribution permissions and end-user license agreement
End-User License Agreement
This End-User License Agreement (this "Agreement") is a legal contract between you, as
either an individual or a single business entity, and Stratabase and its affiliates
THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER
THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE,
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU
UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY
ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF
THIS AGREEMENT, YOU SHOULD REFRAIN FROM ACCESSING OR USING
THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
BETWEEN YOU AND STRATABASE CONCERNING THE SOFTWARE, AND
THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL,
REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH
STRATABASE RELATING TO THE SOFTWARE.
1.1. Grant of License. Stratabase hereby grants to you, and you accept, a limited,
nonexclusive license to use the Software in machine-readable, object code form only,
only as authorized in this Agreement. For purposes of this Agreement, the "Software"
includes any updates, enhancements, modifications, revisions, or additions to the
Software made by Stratabase and made available to end-users through Stratabase`s
web site. Notwithstanding the foregoing, Stratabase shall be under no obligation to
provide any updates, enhancements, modifications, revisions, or additions to the
1.2. Scope of Use. You may use one copy of the Software on a single PC (virtual or
physical) owned, leased, or otherwise controlled by you, at a single time. If you have
purchased multiple copies of the Software, you may use as many copies of the
Software as you have licenses. For purposes of this Agreement, "use" of the software
means loading the Software into the temporary or permanent memory of a computer.
The Software may not be used on or distributed to a greater number of computers
than the number of copies purchased. If you use or distribute the Software to multiple
users, you must ensure that the number of users does not exceed the number of copies
you have purchased, or you will be in breach of this Agreement.
1.3. Copies and Modifications. You may not reverse engineer, decompile,
disassemble, or otherwise translate the Software you have obtained. You may not
modify or adapt the Software that you have obtained in any way. You may make one
copy of the Software that you have obtained, solely for backup or archival purposes.
Any such copies of the Software shall include any copyright or other proprietary
notices that were included on such materials when you first received them. Except as
authorized in this Section, no copies of the Software may be made by you or any
person under your authority or control.
1.4. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in
the Software as granted by this Agreement, with any third party without prior written
consent of Stratabase.
2. Intellectual Property and Confidentiality
2.1. Use Reporting, License Violations and Remedies. Stratabase reserves the right
to gather data on client IP addresses to ensure that our products are being used in
accordance with the terms of this End-User License Agreement. Stratabase expressly
prohibits simultaneous, multiple installations of our licensed products without prior
written approval. Any unauthorized use shall be considered by Stratabase to be a
violation of the End-User License Agreement. You agree not to block, electronically
or otherwise, the transmission of data required for compliance with this agreement.
Any blocking of data required for compliance under this agreement is considered to
be violation of this agreement and will result in immediate termination of this
Agreement pursuant to Section 4.
2.2. Proprietary Rights to Software and Trademarks. You acknowledge that the
Software is proprietary to Stratabase, and the Software is protected under United
States copyright law and international treaties. You further acknowledge and agree
that, as between you and Stratabase, Stratabase owns and shall continue to own all
right, title, and interest in and to the Software, including associated intellectual
property rights under copyright, trade secret, patent, or trademark laws. This
Agreement does not grant you any ownership interest in or to the Software, but only a
limited right of use that is revocable in accordance with the terms of this Agreement.
Any and all trademarks or service marks that Stratabase uses in connection with the
Software or with services rendered by Stratabase are marks owned by Stratabase.
This Agreement does not grant you any right, license, or interest in such marks, and
you shall not assert any right, license, or interest in such marks or any words or
designs that are confusingly similar to such marks.
2.3. Confidentiality. You shall permit only authorized users, who possess rightfully,
obtained licenses, to use the Software. Except as expressly authorized by this
Agreement, you shall not make available the Software to any third party. You will use
your best efforts to cooperate with and assist Stratabase in identifying and preventing
any unauthorized use, copying, or disclosure of the Software.
3. License Fees
The Software will be available to you for use upon your receipt of one or more licenses.
Upon acceptance of this Agreement, you may obtain one or more licenses by paying the
requisite license fees, using the procedure set forth on Stratabase`s web site. The license
fees paid by you are paid in consideration of the license granted under this Agreement.
Stratabase does not refund licensing fees for their Software. By accepting this agreement
you fully understand that once license fee payment is made to Stratabase you will have
no recourse for receiving a refund of any part of the fees.
4. Term and Termination
This Agreement is effective upon your acceptance of the Agreement, or upon your
downloading, accessing, and using the Software, even if you have not expressly accepted
this Agreement. This Agreement shall continue in effect until terminated. Without
prejudice to any other rights, this Agreement will terminate automatically if you fail to
comply with any of the limitations or other requirements described herein. You may
terminate this License Agreement at any time by: (i) providing written notice of your
decision to terminate the Agreement to Stratabase and (ii) either returning the Software,
all copies thereof, that you have obtained to Stratabase or destroying all such materials
and providing written verification of such destruction to Stratabase. Stratabase may
terminate this License Agreement if you breach any term of the Agreement by giving you
written notice of your breach and Stratabase`s decision to terminate the Agreement. Upon
termination of the Agreement by Stratabase, you agree to either return to Stratabase the
Software, all copies thereof, that you have obtained, or to destroy all such materials and
provide written verification of such destruction to Stratabase.
5. Remedies, Indemnification
5.1. If you learn of any actual or threatened infringement or piracy of the Software, or
if any infringement or piracy claim is made against you by a party other than
Stratabase in connection with your use of the Software, you shall notify Stratabase in
writing of the infringement, piracy or claim as soon as is reasonably possible.
Stratabase shall in its sole discretion determine what action if any to take with respect
to the foregoing and shall assume the defense or and bear the expenses of any such
action (except to the extent, if any, to which such dispute or costs arise from your
negligence, willful misconduct or modification of the Software). In the event that the
use of the Software in accordance with the provisions of this Agreement is declared
by a court of competent jurisdiction to infringe the rights of any third party, as your
sole remedy, Stratabase at its option shall (i) procure for you the right to use the
Software, or (ii) modify the Software to render it non-infringing.
5.2. You will, at your own expense, indemnify and hold Stratabase, and its
subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless
from and against any and all claims, actions, liabilities, losses, damages, judgments,
grants, costs, and expenses, including reasonable attorneys` fees (collectively,
"Claims"), arising out of any use of the Software by you, any party related to you, or
any party acting upon your authorization in a manner that is not expressly authorized
by this Agreement.
THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND
STRATABASE DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION
OF THE FOREGOING, STRATABASE EXPRESSLY DOES NOT WARRANT THAT
THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU
ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE
YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR
USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE
QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
7. Limitation of Liability
STRATABASE`S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED
TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS,
DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION STRATABASE`S
INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, SHALL BE
LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO STRATABASE BY YOU
UNDER THIS AGREEMENT, BUT IN NO EVENT SUCH LIABILITY SHALL
EXCEED US$2000 IN THE AGGREGATE FOR ALL OCCURANCES. THIS
LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE
AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT,
BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL
STRATABASE BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR
PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF STRATABASE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. General Terms
8.1. Governing Law and Choice of Forum. This Agreement shall be governed by
and interpreted in accordance with the laws of the Province of British Columbia,
without regard to the conflicts of law rules thereof. Any claim or dispute arising in
connection with this Agreement shall be resolved in the federal or provincial courts
situated within the Province of British Columbia. To the maximum extent permitted
by law, you hereby consent to the jurisdiction and venue of such courts and waive any
objections to the jurisdiction or venue of such courts.
8.2. Severability. If any term or provision of this Agreement is declared void or
unenforceable in a particular situation, by any judicial or administrative authority, this
declaration shall not affect the validity of enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or provision
in any other situation.
8.3. Survival. Articles 2, 5, 6, 7, and 8 of this Agreement and all Sections thereof,
shall survive the termination of this Agreement, regardless of the cause for
termination, and shall remain valid and binding indefinitely.
8.4. Headings. The Article and Section headings contained in this Agreement are
incorporated for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
8.5. No Waiver. The failure of either party to enforce any rights granted hereunder or
to take action against the other party in the event of any breach hereunder shall not be
deemed a waiver by that party as to subsequent enforcement of rights or subsequent
actions in the event of future breaches.
8.6. Amendment. Stratabase reserves the right, in its sole discretion, to amend this
Agreement from time to time. If there is a conflict between this Agreement and the
most current version of this Agreement, posted at www.stratabase.com, will prevail. If
you do not accept amendments made to this agreement, then this license will be
immediately terminated pursuant to Section 4.
8.7. Taxes. You shall, in addition to the license fees required under this Agreement,
pay all applicable sales, use, transfer, or other taxes and all duties, whether national,
state, or local, however designated, that are levied or imposed by reason of the
transaction contemplated under this Agreement, excluding income taxes on the net
profits of Stratabase. You shall reimburse Stratabase for the amount of any such taxes
or duties paid or incurred directly by Stratabase as a result of this transaction.
9. United States Government Restricted Rights
The Software and Documentation are provided with Restricted Rights. Use, duplication,
or disclosure by the government is subject to restrictions as set forth in subparagraph
(c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-
Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
1 - Any of Relata, Resync, ConvertMe, ConvertBack any other Stratabase products as may be added by Stratabase