This End User License Agreement (EULA) is a CONTRACT between you (either an individual or a single entity) and ILance ("ILance"), which covers your use of the ILance software product that accompanies this EULA and related software components, which may include associated media, printed materials, and "online" or electronic documentation. All such software and materials are referred to herein as the "Software Product." A software license, issued to a designated user only by ILance or its authorized agents, is required for each user of the Software Product. If you do not agree to the terms of this EULA, then do not install or use the Software Product or the Software Product License. By explicitly accepting this EULA, however, or by installing, copying, downloading, accessing, or otherwise using the Software Product and/or Software Product License, you are acknowledging and agreeing to be bound by the following terms:
1. GRANT OF NON-EXCLUSIVE LICENSE
(a) Software Product License. The Software Product License, which is issued to a designated user, enables such designated user to use the Software Product on a single computer system operating on one domain (including wildcard sub domains) using only one database. Each user on a multi-user computer system who uses the Software Product requires an additional Software Product License. You may modify the software to a unique standpoint with the purchase of the Open Source codes, but can not under any circumstance create derivative copies of the Software Product License.
(b) Grant of License. Subject to a validly issued Software Product License, ILance grants to you the non-exclusive right for you to use the Software Product on a single computer running a validly licensed copy of the operating system for which the Software Product was designed. Transferable only if the two parties involved are informed and adhere to the exisiting policies set in place You may modify the software to a unique standpoint with the purchase of the Open Source codes, but can not under any circumstance create derivative copies of the Software Product License.
All rights not expressly granted to you are retained by ILance.
(c) Backup Copy: Software Product. You may make copies of Software Product as reasonably necessary for the use authorized above, including as needed for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product.
(d) Backup Copy: Software Product License. You may install each Software Product License on single or multiple domains/servers depending on the purchased license limits and specifications. You may make copies of the Software Product License as necessary only for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product License.
2. INTELLECTUAL PROPERTY RESERVED BY ILANCE
The Software Product is protected by U.S, CANADA, and international copyright laws and treaties, as well as other intellectual property laws and treaties. You must not remove or alter any copyright notices on any copies of the Software Product unless a certified "Branding Removal" service has been purchased. This Software Product copy is licensed, not sold. Furthermore, this EULA does not grant you any rights in connection with any trademarks or service marks of ILance. ILance reserves all intellectual property rights, including copyrights, and trademark rights including clients that purchase a "Branding Removal" service.
3.LICENSE TRANSFER
The original licensee of the Software may move forward with a one-time, permanent transfer of the software license rights to a third party. Some conditions must be met: (a) the Software was purchased by the license holder for more than 90 days prior to the transfer (b) You are the original license holder (c) The current license owner and/or new licensee must renew the license support by paying the applicable renewal fee to complete the transfer and continue to receive support. (d) the new Licensee agrees to assume the license rights in the Software, excluding this transfer right.
4. PROHIBITION ON REVERSE ENGINEERING
You may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software Product or Software Product License except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
5. SUPPORT SERVICES
ILance may provide you with support services related to the Software Product. Use of any such support services is governed by the ILance polices and programs described in "online" documentation and/or other ILance-provided materials. Any supplemental software code or related materials that ILance provides to you as part of the support services is to be considered part of the Software Product and is subject to the terms and conditions of this EULA. With respect to any technical information you provide to ILance as part of the support services, ILance may use such information for its business purposes without restriction, including for product support and development. ILance will not use such technical information in a form that personally identifies you.
6. TERMINATION WITHOUT PREJUDICE TO ANY RIGHTS
ILance may terminate this EULA if you fail to comply with any terms or conditions of this EULA. In such event, Licensee agrees to return to Licensor or to destroy all copies of the Software upon termination of the License.
7. INDEMNITY
You agree to release, defend, indemnify and hold harmless ILance and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any losses, damages or costs, including reasonable attorney's fees, resulting from any claim, action, proceeding suit or demand arising out of or related to Your (including Your agents, affiliates or anyone using Your account with ILance whether or not on Your behalf, and whether or not with Your permission) use of the services provided by ILance. Should ILance be notified of a pending law suit, or receive notice of the filing of a law suit, ILance may seek a written confirmation from You concerning Your obligation to indemnify ILance. Your failure to provide such a confirmation may be considered a breach of this agreement.
8. NO WARRANTIES
YOU ACCEPT THE SOFTWARE PRODUCT AND SOFTWARE PRODUCT LICENSE "AS IS," AND ILANCE (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) MAKE NO WARRANTY AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ILANCE (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.
9. OPEN SOURCE NON-REFUND POLICY
ILANCE OPEN SOURCE SOFTWARE CANNOT BE REFUNDED UNDER ANY CIRCUMSTANCES UPON THE FINANCIAL SETTLEMENT. ILANCE WILL SUPPORT ON WHAT IT DESIGNS EXCLUDING ANY PERSONAL MODIFICATIONS CREATED BY THE CUSTOMER.
10. LIMITATION OF LIABILITY
THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL ILANCE (OR ITS THIRD PARTY SUPPLIERS AND LICENSORS) BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ILANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ILANCE'S (AND ITS THIRD PARTY SUPPLIERS' AND LICENSORS') ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $5.00; PROVIDED, HOWEVER, THAT IF YOU HAVE ENTERED INTO A ILANCE SUPPORT SERVICES AGREEMENT, ILANCE'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.
11. GOVERNING LAW; ENTIRE AGREEMENT
This EULA is governed by the laws of the Commonwealth of Ontario, CANADA., excluding the application of its conflict of law rules. The United Nations Convention for the International Sale of Goods shall not apply. This EULA is the entire agreement between us and supersedes any other communications or advertising with respect to the Software Product; this EULA may be modified only by written agreement signed by authorized representatives of you and ILance.
The use of ILance as intangible property may be prohibited within Canada if GST tax did not apply, If the product is to be used within Canada then you as the consumer are subject to the GST.
12. CONTACT INFORMATION
ILance products are trademarks of ILance Inc. Contact us here.