End user license agreement for Ytria software
In this Agreement, "YTRIA" means Ytria Inc.; "License Agreement" means this Agreement; "the SOFTWARE" means the Ytria software tools (scanEZ, aclEZ, agentEZ, databaseEZ, replicationEZ, consoleEZ, signEZ, viewEZ, actionBarEZ, and/or designPropEZ), including all its components, together with all accompanying documentation; "USER" means you, the licensee, the person using the SOFTWARE if you are an individual, or, if you are a company or any other legal entity, "USER" means a specific named employee or contractor working for your sole benefit and using the SOFTWARE; "Notes Organization" means the Organization set in the hierarchical name scheme of the USER IBM Domino network, and part of the IBM Notes user ID of the USER.
Any other use of the SOFTWARE grants the USER a non-exclusive license to use the SOFTWARE on an "Free" basis only (i.e. with reading capabilities only).
YOU ARE SPECIFICALLY PROHIBITED FROM CHARGING, OR REQUESTING DONATIONS, FOR ANY COPIES, HOWEVER MADE, AND FROM DISTRIBUTING SUCH COPIES WITH OTHER PRODUCTS OF ANY KIND, COMMERCIAL OR OTHERWISE, WITHOUT PRIOR WRITTEN PERMISSION FROM YTRIA. YTRIA RESERVES THE RIGHT TO REVOKE THE ABOVE DISTRIBUTION RIGHTS AT ANY TIME, FOR ANY OR NO REASON.
Intellectual property infringement indemnity
YTRIA warrants that USER's use of the Software will not infringe upon or violate any trademarks, patents, copyrights, trade secrets or other third party property rights. If USER's use thereof is alleged in any action to constitute infringement, or the use of the Software is enjoined, YTRIA, at its expense, shall procure for USER the right to continue use of the Software, or replace or modify the Software with non-infringing software without a degradation in the functionality. YTRIA agrees to indemnify, defend, and save USER harmless from and against any liability or damages, including attorneys' fees, arising out of any alleged infringement or violation.
Warranty disclaimers and limitation of liability
You acknowledge that good data processing procedure dictates that any program, including the SOFTWARE, must be thoroughly tested with non-critical data before you rely on it, and you hereby assume the entire risk of using the program. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.
Export law assurances
The USER agrees that the SOFTWARE and other technical information, both printed and verbal, received from YTRIA will not be exported outside the United States except as permitted by the laws and regulations of the United States. If the USER rightfully obtains the SOFTWARE and accompanying information outside the United States, the USER agrees not to re-export the SOFTWARE and information except as permitted by the laws and regulations of the United States and the jurisdiction in which the USER obtained the SOFTWARE.
This License shall remain in full force and effect unless and until terminated. This License will terminate immediately, automatically and without notice if the USER fails to comply with any provision of this Agreement. Upon termination, the USER must immediately stop using the SOFTWARE, erase or destroy all copies of the SOFTWARE, and destroy all printed information provided with the SOFTWARE.
This License Agreement constitutes the entire agreement between the USER and YTRIA and supersedes any other prior agreements or communications regarding the SOFTWARE. If any provision of this agreement is held invalid, the remainder of this agreement shall remain in effect.
The failure by YTRIA or any of its resellers to enforce at any time any of the provisions of this agreement, to exercise any election or option provided herein, or to require at any time the performance by the USER of any of the provisions herein will not in any way be construed as a waiver of such provisions.
Language of agreement
The USER agrees that this agreement is to be drafted in the English language. Le licencié accepte que la présente convention soit rédigée en anglais.
This Agreement shall be governed and be construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.