ATTENTION: THIS IS A LICENSE, NOT A SALE. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING LICENSE THAT DEFINES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
ApexRMS Software End User License Agreement
IMPORTANT: BEFORE DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE, PLEASE CAREFULLY READ THIS LICENSE WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. IF YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU WILL BE ACCEPTING THIS LICENSE, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THIS SOFTWARE IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.
1. Definitions: In this License:
“License” means this ApexRMS Software End User License Agreement;
“Software” means the ApexRMS software program in object code form that can be downloaded after acceptance of this License including any documentation or release notes;
“ApexRMS” means Apex Resource Management Solutions Ltd.; and
“You” or “Your” means either the individual obtaining or installing the Software and any entity on whose behalf such individual is acting.
2. Grant of License:
2.1 Subject to the terms and conditions of this License, ApexRMS grants to You a limited, non-exclusive, non-transferable, non-sublicensable license to install and use one copy of the Software on one personal device, subject to You being in compliance at all times with this License. You may make one (1) copy of the Software for back-up purposes only. All copies shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. No other rights in the Software are granted to You.
2.2 You agree to pay any charges or fees (if any) together with any applicable taxes, applicable to your use of the Software.
3.1 You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Software except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary. You shall not distribute, loan, lend, lease, rent, share, make available, grant a security interest in, assign, or otherwise transfer the Software. You shall not alter, adapt, modify or create any derivatives of the Software or merge all or any part of the Software with another program. You shall not use the Software for hosting for a third party or operating a service bureau or any other use involving the possession of data by a third party. You shall not use the Software on a server or make the Software available for others to use, or facilitate access to the Software for others. You shall not use the Software in any way that is contrary to applicable law.
3.2 You acknowledge that the Software contains ApexRMS confidential information, including, but not limited to, concepts, ideas, methods, methodologies, procedures, processes, techniques, templates, know-how, generalized features or structures, sequences and organization, user interfaces and screen designs, tools, utilities, routines and logics, coherence performance, benchmarking and methods of operation of systems (the “Confidential Information”), and You shall not use the Confidential Information except to the extent necessary to exercise the rights granted to You under Section 2 of this License. You further agree not to disclose, transfer or otherwise provide to any third party any portion of the Software or the Confidential Information.
3.3 The Software is subject to applicable Canadian, U.S. and International export laws and regulations. You must comply with all Canadian, U.S. and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.
4. DISCLAIMER OF WARRANTIES: APEXRMS DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF ALL DEFECTS, ERRORS, OR INACCURACIES. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WITHOUT LIMITATION, APEXRMS AND ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS DISCLAIM ANY IMPLIED REPRESENTATIONS, IMPLIED WARRANTIES OR IMPLIED CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK OF THE USE OF THE SOFTWARE SHALL BE BORNE BY YOU.
5. LIMITATION OF LIABILITY AND INDEMNIFICATION: IN NO EVENT SHALL APEXRMS OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SUBCONTRACTORS, RESELLERS OR DISTRIBUTORS HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF APEXRMS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SUBCONTRACTORS, RESELLERS OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF APEXRMS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SUBCONTRACTORS, RESELLERS AND DISTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THIS LICENSE, RELATED TO THE SOFTWARE, OR RELATED TO ANY SERVICES PROVIDED TO YOU BY APEXRMS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SUBCONTRACTORS, RESELLERS AND DISTRIBUTORS) EXCEED THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE CLAIM, IF ANY. APEXRMS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SUBCONTRACTORS, RESELLERS AND DISTRIBUTORS) SHALL NOT BE RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND (AT APEXRMS’ REQUEST) APEXRMS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, AFFILIATES, SUBCONTRACTORS, CUSTOMERS, RESELLERS AND DISTRIBUTORS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND OTHER AMOUNTS (INCLUDING REASONABLE LEGAL FEES) THAT ARISE OR RESULT, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SOFTWARE.
THE DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION CONSTITUTE AN ESSENTIAL PART OF THIS LICENSE. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION, NEITHER APEXRMS NOR ANY OF ITS LICENSORS WOULD GRANT THE RIGHTS GRANTED IN THIS LICENSE.
6. Term: This License shall continue for as long as You use the Software, however, it will terminate, without notice from ApexRMS, if You fail to comply with any of its terms or conditions. You must, upon termination, destroy all copies of the Software. You may terminate this License by destroying all copies of the Software under Your control and notifying ApexRMS of such destruction. ApexRMS may terminate this license for convenience and without cause on notice to You. In addition to this Section, the Sections entitled Definitions, Disclaimer of Warranties, Limitation of Liability and Indemnification, Title and Miscellaneous shall continue in force even after any termination of this License. You acknowledge that termination and/or monetary damages may not be sufficient remedy if You breach this License and that ApexRMS will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach.
7. Support and Updates: This License does not grant You the right to any updates or enhancements of the Software or the right to receive any support in respect of the Software. Such updates and other support services, if available, may be purchased separately from ApexRMS. Any such updates or enhancements shall be considered part of the Software and shall be governed by the terms and conditions of this License.
8. Title: All right, title, and interest (including all intellectual property rights) in, to, and under the Software (including all copies thereof) shall remain with ApexRMS and its licensors.
9. Intellectual Property: ApexRMS and its licensors retain ownership of all intellectual property rights in the Software. All ApexRMS product names and logos are trademarks of ApexRMS and its licensors.
10. Records and Audit: You agree to maintain complete and accurate records of Your use of the Software and shall make such information available to ApexRMS upon request. ApexRMS or a third party selected by ApexRMS may audit Your deployment and use of the Software for compliance with this License during normal business hours and on written notice.
11. Amendment: ApexRMS may modify the Software with or without notice to You. This License may not be amended by You except with the prior written consent of ApexRMS. ApexRMS may amend this License, in whole or in part, from time to time. In the event of an amendment by ApexRMS, the revised License will be posted to apexrms.com or syncrosim.com. If You do not agree with such amendment, you may refuse same and cancel Your use of the Software. In the event this License is amended, ApexRMS will provide You notice before the amendment comes into effect by posting the amended License, and where applicable, by sending You notice using any contact information that may be available to ApexRMS and setting out the new clause, or the amended clause and how it read formerly, as well as the date on which the amendment will come into effect. Your continued access or use of the Software after such posting constitutes Your express consent to be bound by the License, as amended.
12. Miscellaneous: This License is the entire agreement between You and ApexRMS in respect of the Software, superseding any other agreements or discussions, oral or written. You may not assign this License whether voluntarily, by operation of law, or otherwise without ApexRMS’ prior written consent. ApexRMS may assign this License at any time without Your consent and without notice. Upon any such assignment, ApexRMS shall be fully released from its obligations hereunder and the assignee shall assume the rights and obligations of ApexRMS as if the assignee were an original party to this License. The failure of a party to claim a breach of any term of this License shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this License is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this License and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This License shall be governed by the laws in force in the Province of Ontario, Canada and You consent and agree that the courts in the Province of Ontario, in Ottawa, Canada, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You agree that You will pay to ApexRMS all legal costs and disbursements incurred by ApexRMS in enforcing this License. Notwithstanding the foregoing, nothing in this License shall prevent ApexRMS from seeking injunctive relief from, or bringing a claim or enforcing a judgment in, a court of competent jurisdiction within or outside of Ontario. No choice of laws rules of any jurisdiction shall apply to this License. You waive all rights that You may have or that may hereafter arise to contest the jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this License is expressly excluded. ApexRMS may give notice by means of a general notice on apexrms.com or syncrosim.com, electronic mail to Your email address (if any), or by written communication sent to Your address. You may give notice to ApexRMS by written communication to Apex Resource Management Solutions Ltd. c/o Gowling WLG at 160 Elgin St #2600, Ottawa, ON K1P 1C3.
13. Third Party Software: The Software includes or is provided with certain third party software products (“Third Party Software”) set out below. All Third Party Software is subject to end user license agreements and/or other license terms and conditions specific to each third party software supplier, as such agreements or terms may be amended from time to time (the “Third Party License Terms”). By using any Third Party Software, You agree to be bound by the applicable Third Party License Terms, as such terms may be amended from time to time.
DotSpatial Library. (c) Copyright DotSpatial. The DotSpatial library (the “Library”) is distributed under the terms of the GNU Lesser General Public License 2.1. BECAUSE THE LIBRARY IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE LIBRARY, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE LIBRARY “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. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LIBRARY IS WITH YOU. SHOULD THE LIBRARY PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY AND/OR REDISTRIBUTE THE LIBRARY AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LIBRARY (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE LIBRARY TO OPERATE WITH ANY OTHER SOFTWARE), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GDAL – Geospatial Data Abstraction Library. Copyright (c) 2009, Frank Warmerdam. Permission is hereby granted, free of charge, to any person obtaining a copy of this GDAL software and associated documentation files (the “GDAL Software”), to deal in the GDAL Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the GDAL Software, and to permit persons to whom the GDAL Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the GDAL Software. THE GDAL SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE GDAL SOFTWARE OR THE USE OR OTHER DEALINGS IN THE GDAL SOFTWARE.