Erlogix Business Continuity Software distribution permissions and end-user license agreement



This is a legal agreement between you (either an individual or an entity) and Logix Corporation ("ErLogix"). The term "Software" shall mean the ErLogix Business Continuity Management System software and related user documentation both evaluation and full production versions and includes all upgrades and new releases and copies thereof properly licensed to you by ErLogix. By downloading or otherwise installing the Software you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, promptly click the "I do not accept the terms in the license agreement" button on this document.

TERM: This ErLogix License Agreement ("Agreement") is effective from your date of purchase and shall remain in force until terminated. You may terminate this Agreement at any time upon one (1) month`s prior written notice. ErLogix may terminate this Agreement effective immediately and without notice if you fail to comply with any of the terms and conditions. Upon any termination of this Agreement, you agree to destroy the Software including all copies existing in any form.

GRANT OF LICENSE: ErLogix hereby grants to you the right ("License") to use one copy of the Software for which you have paid through the e-commerce facility on this web site. The Software may be used on any single computer, provided the Software is "in use" on only one computer at any time. If you have multiple Licenses for the Software, then at any time you may have many copies of the Software "in use" as you have Licenses. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM) or installed (executable and other files) into the permanent memory (e.g. hard disk, CD-ROM, or other storage device) of the computer. Installation on a network server for the sole purpose of distribution to one or more computer(s) shall not constitute "in use" for which a separate License is required. Additionally, you may make one copy of the Software on a single hard disk solely for backup or archival purposes. You must make sure that any copies that you are permitted to make pursuant to this Agreement contain the same copyright and other proprietary notices which appear on or in the Software. You may not print copies of any related user documentation provided in "on-line" or electronic form.

COPYRIGHT: All intellectual property rights in the Software (including any images, "applets", photographs, animation, video, audio, music and text incorporated into the Software) are owned by ErLogix or its licensors, and are protected by the copyright and other intellectual property laws of the United States and other jurisdictions as applicable including various international treaty provisions. You may not copy, rent, lease, sell, sub-license, modify, de-compile, disassemble, reverse engineer, or transfer the Software except as provided in this Agreement. Any such unauthorized use shall result in immediate and automatic termination of this Agreement. ErLogix retains all rights not expressly granted herein.

LIMITED WARRANTY: ErLogix warrants that the Software will perform substantially in accordance with the related user documentation for a period of one hundred and twenty (120) days from the date of purchase. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER REMEDIES: If the Software does not perform substantially in accordance with the related user documentation, ErLogix`s entire liability and your exclusive remedy shall be, at ErLogix`s option, either return of the price paid for the Software or repair or replacement of the Software that does not meet ErLogix`s Limited Warranty and that is returned to ErLogix with a copy of your receipt. ErLogix does not and cannot warrant the performance or results you may obtain by using the Software. The foregoing states your sole and exclusive remedies for breach of warranty. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is the longer period of time.

LIMITATION OF LIABILITY: In no event will ErLogix (which for the purposes of this paragraph, and the three (3) paragraphs immediately preceding, shall mean and include Logix Corporation, its affiliates and related companies, licensors, suppliers and developers and their respective directors, officers, employees or affiliates) be liable to you for any consequential, special, economic, incidental or indirect damages (including damages for loss of business profits, business interruption, loss of business information and the like) arising out of the use of or inability to use the Software, even if ErLogix or an authorized ErLogix representative has been advised of the possibility of such damages. In any case, ErLogix`s entire liability under any provision of this Agreement shall be limited to the amount actually paid by you for the Software. Some jurisdictions do not allow either the exclusion or limitation of implied warranties or the limitation of liability for incidental or consequential damages, in which case the above limitation or exclusion may not apply to you.

GOVERNING LAW AND GENERAL PROVISIONS: This Agreement will be governed by the laws in force in the Province of Ontario excluding the application of its conflicts of law rules. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts located in the Judicial District of York, Province of Ontario. This Agreement will not be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. The export of the Software is governed by U.S. Department of Commerce under the export administration regulations and by Canadian export regulations. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the Canadian Export Administration Act or any other export laws, restrictions or regulations.

U.S. GOVERNMENT RESTRICTED RIGHTS: The Software and Documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph ( c ) (1) (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 CFR 52.227-19, as applicable.

ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof and conclusively supersedes all prior writings, negotiations and understandings with respect hereto. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. This Agreement may only be modified in writing signed by an authorized officer of ErLogix.

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