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END USER LICENSE AGREEMENT

 

THIS END USER LICENSE AGREEMENT IS THE LEGAL AGREEMENT BETWEEN KINEMATICSOUP TECHNOLOGIES INC. (“KSTI”) AND YOU (THE “LICENSEE”, “USER” OR “CUSTOMER”)

KSTI LICENSES THIS SOFTWARE AS A SERVICE (THE “SOFTWARE”) PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT" or "EULA").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS COMPUTER SOFTWAREAND THE ACCOMPANYING DOCUMENTATION . THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA.

BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND YOU MUST DELETE ANY COPIES OF THE SOFTWARE OR RELATED DOCUMENTATION IMMEDIATELY.

THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND KSTI. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH KSTI RELATING TO THE SOFTWARE AND SERVICE.

Assent to Be Bound

By clicking the "I agree to the terms of service” checkbox, or by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, Licensee agrees to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package, and delete all copies from all computer systems on which you have installed or stored the Software and/or Documentation.

 

Payment, Fees and Taxes

Licensee agrees to pay for all services ordered via the ordering process. All fees paid under the agreement are nonrefundable. You agree to pay any sales, value added or other similar taxes imposed by applicable law that KSTI must pay based on the services you ordered, except for taxes payable on KSTI’s income.

 

Confidential Information

Licensee agrees that, unless otherwise specifically provided herein or agreed by KSTI in writing, the Software and Documentation, including the specific design and structure of individual programs and the Software, provided to Licensee by KSTI constitute confidential proprietary information of KSTI. Licensee shall permit only authorized users, who are members of Licensees organization, to use the Software or to view the Documentation. Authorized members of Licensees organization may include third party contractors who solely by the use of the Software provided are considered Licensees and bound by the terms and conditions of this EULA.

Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of KSTI. Licensee agrees to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided by KSTI. Licensee will use best efforts to cooperate with and assist KSTI in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.

 

Feedback

KSTI welcomes any reasonable suggestions, comments and feedback from Licensee regarding the Software, including but not limited to usability, feature requests and bug reports (collectively Feedback).

Licensees may provide any such Feedback via email to support@kinematicsoup.com, Licensee agrees that any such Feedback will be the sole property of KSTI and will be deemed the Confidential Information of KSTI. KSTI may incorporate Feedback into its products and services and Licensee will gain no rights in such products or services by virtue of having disclosed Feedback. Licensee will gain no right, title or interest in or to the Licensed Software or Documentation other than the License granted herein by virtue of Licensee’s provision of Feedback.

 

Consent to Collect Statistical Information

KSTI may periodically collect certain statistical information regarding Licensee’s use of the Software. Licensee agrees that KSTI may collect and use technical data and related information, including but not limited to technical information about Licensees utilization of the Software. Such data and information will not include any personally identifiable information which is the subject of KSTI’s Privacy Policy which can be found at: http://www.kinematicsoup.com/privacypolicy. Licensees statistical information is gathered periodically to facilitate the provision of usage and productivity statistics feedback to Licensee and KSTI’s provision of software updates, product support and other services to Licensee (if any) related to the Software.

 

KSTI agrees to keep such Licensee statistical information strictly confidential between Licensee and KSTI and will not disseminate any Licensee-specific statistical information collected, either publicly or to any third party. KSTI may disseminate aggregated statistical information regarding KSTI’s network utilization that may be generated, in part, from information collected from the Licensee and other Licensees. KSTI will anonymize this aggregated statistical information, ensure that individual Licensees are not identified and that any Licensee-specific statistical information used cannot be traced back to individual Licensees.

 

Grant of License

Subject to the terms and conditions of this Agreement, KSTI hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies. Licensees organization may include third party contractors who solely by the use of the Software provided are considered Licensees and bound by the terms and conditions of this EULA.

 

Restrictions on Grant

Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by KSTI; (c) separate Software, which is licensed as a single product, into its component parts(d) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (e) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. Licensee may NOT transfer the Software under any circumstances; (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (g) publish any results of benchmark tests run on any Software to a third party without KSTI prior written consent.

 

With advance notification to the user, KSTI reserves the right to change any usernames assigned by users, at the sole discretion of KSTI.

 

At its sole discretion, KSTI reserves the right to set usage limitations on specific users.

 

 

Product Support

Licensees requests for product support can be made via email to support@kinematicsoup.com. Support requests are prioritized depending upon their severity and KSTI will endeavor to respond to support requests within a 48-hour period.

 

 

Service Level

KSTI makes no guarantees about the availability of the Software and service. KSTI will endeavor to ensure continuous availability, although from time-to-time, availability may be limited due to updates to the Software, or to other factors beyond the control of KSTI.

 

 

Ownership and Copyright of Software

Title to the Software and all copies thereof remain with KSTI and/or or its suppliers. The Software is copyrighted and is protected by Canadian copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, KSTI does not grant any express or implied right to you under KSTI patents, copyrights, trademarks, or trade secret information.

 

Term and Termination of This Agreement

Services provided under this Agreement shall be provided for the period defined and selected by the Licensee during the ordering process.

Licensees’ rights with respect to the Software will terminate upon the earlier of:

 

a.    Default by Licensee on any part of this Agreement

b.    Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof.

 

Upon any expiration or termination of this Agreement, the rights and licenses granted under this Agreement shall immediately terminate and Licensee shall immediately cease using the Service

Warranty Disclaimer

Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

 

THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS", AND KSTI 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, KSTI EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEES REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE LICENSEES INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM LICENSEES USE OF THE SOFTWARE. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

 

Limitation of Liability

KSTI CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO KSTI BY YOU UNDER THIS AGREEMENT. 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 KSTI 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 KSTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada.

 

Customer Reference

You agree (i) that KSTI may identify you as a recipient of KSTI Software and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by KSTI for promotional purposes.

 

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between you and KSTI with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of KSTI.

 

Contact Info

 

support@kinematicsoup.com

 

KinematicSoup Technologies Inc.

205-1632 Dickson Avenue,

Kelowna, BC, Canada, V1Y 7T2

 

This product is based on a technology that is the subject matter of a number of pending patent applications.