software (the “Software”), including all user manuals, technical manuals
and any other materials provided by Licensor, in printed, electronic or
other form, that describe the Software or its use or specifications (the
“Documentation”) provided to you (”you” or “your”) for use pursuant to and
subject to A Sale of Equipment and Software Service Agreement (the
“Software Licence Agreement”) between TELEO HOLDINGS LTD. (”Licensor”) and
your employer or other person or entity who owns or otherwise lawfully
controls the computer on which the Software is installed, or which has
- Licence Grant.
hereby grants you a non-exclusive, non-transferable,
non-sublicensable, limited licence to use the Software solely in
accordance with the Documentation, as installed on the equipment
provided by the Licensor to the Licensee and for Licensee’s
internal business purposes. The foregoing licence will terminate
immediately on the earlier to occur of:
- the expiration or earlier termination of the Software Licence Agreement between Licensor and Licensee; or
- your ceasing to be authorized by Licensor to use the Software for any or no reason.
- Use Restrictions. You shall not, directly or indirectly:
- use the Software or Documentation except as set forth in Section 1;
- copy the Software or Documentation, in whole or in part;
- modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
- combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
- remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
- use or access the Software from a location outside of Canada;
- use the Software or Documentation in, or in association with, the design, construction,
maintenance or operation of the following hazardous environments or systems:
- power generation systems;
- aircraft navigation or communications systems, air traffic control systems or any other transport management systems;
- safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and
- military or aerospace applications, weapons systems or environments;
- use the Software or Documentation in violation of any law, regulation or rule; or
- use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor’s commercial disadvantage.
- Compliance Measures.
The Software may contain technological copy protection or other
security features designed to prevent unauthorized use of the
Software, including features to protect against use of the
- beyond the scope of the licence granted to under Section 1;
- prohibited under Section 2.
- Use of Automatic Start/Remote Start Features. The Software may be equipped with automatic start and remote start capabilities which will enable the starting and stopping of certain engines/machinery that are connected to TALON devices. YOU SHALL NOT ACCESS AND USE THE AUTOMATIC START AND REMOTE START FUNCTIONS WITHOUT THE AUTHORIZATION AND DIRECTION OF THE LICENCEE AND SUCH ACCESS AND USE SHALL BE IN ACCORDANCE WITH THE LICENCEE’S SAFETY POLICIES.
- Collection and Use of Information.
- Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Software as described in Section 3.
- You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; and (ii) verifying compliance with the terms of this Agreement and enforcing Licensor’s rights, including all intellectual property rights in and to the Software.
- Intellectual Property Rights. You acknowledge that the Software is provided under licence, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the licence granted under this Agreement, subject to all terms, conditions and restrictions. Licensor reserves and shall retain its entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the licence expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
- Disclaimer of Liability.
IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR
RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY
USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. YOU ARE
PROVIDED THE SOFTWARE UNDER THE SOFTWARE LICENCE AGREEMENT BETWEEN
LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT
LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS
UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS
TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR
ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH
RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE
SOLELY TO LICENSEE UNDER THAT AGREEMENT AND SUBJECT TO ALL
LIMITATIONS OF LIABILITY SET FORTH THEREIN.
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL TELEO INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF TELEO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.”