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SOFTWARE AND SERVICES LICENSE AGREEMENT |
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IMPORTANT - READ CAREFULLY: This License Agreement
(“AGREEMENT”) is a legal agreement between you
(either an individual or a single entity) and At
Your Service Software, Inc. for computer software
which may include the following software products:
At Your Service - Repair Centre (All Editions)
At Your Service -
Internet Utility
At Your Service - Database Repair Utility
and may include associated media, printed materials,
and “online” or electronic documentation
(collectively, the “SOFTWARE”). The SOFTWARE also
includes any updates and supplements to the original
SOFTWARE provided to you by At Your Service
Software, Inc. By installing, copying, downloading,
accessing or otherwise using the SOFTWARE, you agree
to be bound by the terms of this AGREEMENT. If you
do not agree to the terms of this AGREEMENT,
promptly return the SOFTWARE to At Your Service
Software, Inc. The SOFTWARE is protected by
copyright laws and international copyright treaties,
as well as other intellectual property laws and
treaties. The SOFTWARE is licensed, not sold.
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1.
GRANT OF LICENSE. This AGREEMENT grants you the
following rights: You may install, use, access,
display, run, or otherwise interact with (“RUN”) one
copy of the SOFTWARE on a single computer,
workstation or other digital electronic device
(“COMPUTER”). The primary user of the COMPUTER on
which the SOFTWARE is installed may make a second
copy for his or her exclusive use on a portable
computer. If this package is for multiple users, you
may RUN additional copies of the computer software
portion of the SOFTWARE up to the number of copies
specified as “Licensed Copies.” You are also
entitled to make a corresponding number of secondary
copies for portable computer use as specified above.
All rights not expressly granted are reserved by At
Your Service Software, Inc.
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2.
COPYRIGHT. All title and copyrights in and to
the SOFTWARE (including but not limited to any
images and text), any accompanying printed
materials, and any copies of the SOFTWARE are owned
by At Your Service Software, Inc. All title and
intellectual property rights in and to the content
which may be accessed through use of the SOFTWARE is
the property of the respective content owner and may
be protected by applicable copyright or other
intellectual property laws and treaties.
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3.
BACKUP COPIES. After installation of the
SOFTWARE pursuant to this AGREEMENT, you may keep
the original media on which the SOFTWARE was
provided by At Your Service Software, Inc. solely
for backup or archival purposes. Additionally, you
may make copies of the SOFTWARE solely for backup or
archival purposes. Except as expressly provided in
this AGREEMENT, you may not otherwise make copies of
the SOFTWARE or any printed materials accompanying
the SOFTWARE.
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4.
LIMITED WARRANTY. At Your Service Software, Inc.
warrants that (a) the SOFTWARE will perform
substantially in accordance with any accompanying
written or “online” materials for a period of sixty
(60) days from the date of receipt, and (b) At Your
Service Software, Inc. will make commercially
reasonable efforts to solve any problem issues. To
the extent allowed by applicable law, implied
warranties on the SOFTWARE, if any, are limited to
sixty (60) days.
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5.
CUSTOMER REMEDIES. At Your Service Software,
Inc.'s entire liability and your exclusive remedy
shall be, at At Your Service Software, Inc.'s
option, either (a) return of the price paid, if any,
or (b) repair or replacement of the SOFTWARE,
provided that the SOFTWARE is returned to At Your
Service Software, Inc. with proof of license within
the warranty period. This Limited Warranty is void
if failure of the SOFTWARE has resulted from
accident, abuse, or misapplication. Any replacement
SOFTWARE will be warranted for the remainder of the
original warranty period or thirty (30) days,
whichever is longer.
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6.
DISCLAIMER. To the maximum extent permitted by
applicable law, At Your Service Software, Inc.
disclaims all other warranties and conditions,
either express or implied, including, but not
limited to, implied warranties of performance,
merchantability, fitness for a particular purpose,
title, and non-infringement, with regard to the
SOFTWARE, and the provision of or failure to provide
support services. You bear all risk relating to
quality and performance of the SOFTWARE. You assume
complete responsibility for the selection and
installation of the SOFTWARE. This Limited Warranty
gives you specific legal rights, and you may have
other rights that vary among jurisdictions.
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7.
REPAIRSTATUS.NET SERVICES. At your option, and
subject to the terms and conditions of this
AGREEMENT and subject to any additional terms and
conditions posted by At Your Service Software, Inc.
on the repairstatus.net website (the “WEBSITE”), the
software module commercially sold by At Your Service
Software, Inc. as “At Your Service - Internet
Utility” may be used to permit you to post certain
data (“USER DATA”) on the WEBSITE. Without limiting
the generality of the foregoing, the following terms
shall apply to the provision of repairstatus.net
services:
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7(a).
You shall pay At Your Service Software, Inc. its then
current fee for hosting the USER DATA. |
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7(b).
At Your Service Software, Inc. shall use commercially
reasonable efforts to host the USER DATA on the
WEBSITE. |
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7(c).
At Your Service Software, Inc. may make changes to the
information contained on the WEBSITE, including,
without limitation, any USER DATA, at any time
without notice. At Your Service Software, Inc. does
not, however, make any commitment to modify or
update the materials. |
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7(d).
At Your Service Software, Inc. makes no warranty that
access to the WEBSITE will be uninterrupted, timely,
secure or error free. At Your Service Software Inc.
makes no warranty that USER DATA will be available
on the WEBSITE, posted in a timely manner, secure,
or error free. You bear all risk relating to USER
DATA posted by you on the WEBSITE, and all risk
relating to the quality and performance of the
WEBSITE. To the maximum extent permitted by
applicable law, At Your Service Software, Inc.
disclaims all other warranties and conditions,
either express or implied, including, but not
limited to, implied warranties of performance,
merchantability, fitness for a particular purpose,
title, and non-infringement, with regard to contents
of the WEBSITE and the operation of the WEBSITE. |
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7(e).
You shall comply with all and be bound by any Terms of
Use posted on the WEBSITE. |
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7(f).
When using the WEBSITE or providing USER DATA to the
WEBSITE, you shall comply with all applicable laws. |
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7(g).
You shall defend, indemnify and forever hold harmless
At Your Service Software, Inc. and its officers,
directors, and employees, from and against any and
all claims, liabilities, penalties, losses, costs,
damages, demands, actions, causes of action, suits,
proceedings, judgments and expenses that may be
incurred by or claimed against At Your Service
Software, Inc. as a result of or relating to (a) the
breach of any of your obligations under this
AGREEMENT or relating to the WEBSITE; or (b) any
USER DATA. |
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7(h).
At Your Service Software Inc. may terminate the
operation of the WEBSITE, or termination of the
services to you, at any time, by giving you sixty
(60) days notice. Without limiting the generality of
the foregoing, notice for the purposes of this
subsection, shall be deemed to have been given by At
Your Service Software Inc, and received by you, if
At Your Service Software Inc. posts a notice of
termination on the WEBSITE. |
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8.
RENTAL AGREEMENT. At your option, and subject to
the terms and conditions of this AGREEMENT, your
license may be for a monthly rental of the SOFTWARE.
Without limiting the generality of the foregoing,
the following terms shall apply to rental
agreements: |
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8(a).
RENTAL FEE AND PAYMENT. The monthly rental fee
paid by the lessee shall be a percentage of the list
price of the applicable edition licenses being
rented, as posted on the At Your Service Software,
Inc. web site. The monthly rental fee may be reduced
after the first twelve (12) full months at the
discretion of At Your Service Software, Inc. The rental
fee shall include version upgrades, repair status
hosting at repairstatus.net, and e-mail and telephone
support for normal use of the SOFTWARE during the month that payment has been made.
The rental fee DOES NOT include any consultation for
the development of custom programming and reports,
or any support for custom programming and reports. Payment may be rendered by way of credit card
exclusively and is due no later than the fifth (5th)
business day of the month. |
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8(b).
RENTAL PERIOD AND TERMINATION. The rental
agreement shall be valid from the day of the first
payment and will continue valid until the last day
of each month for which payment is made. The rental
agreement will be automatically renewed on a monthly
basis unless the lessee terminates it before the
first day of the next month. A termination fee
equivalent to two (2) months rental fee will be
charged to the lessee if the rental agreement is
terminated BEFORE twelve (12) full months. If the rental agreement is terminated
BEFORE twelve (12) full months then the lessee is
obliged to erase the SOFTWARE from all computers. If
the rental agreement is terminated AFTER twelve (12)
full months then the lessee will be issued a
permanent license for the version of the SOFTWARE
that is current at the time of termination. After
termination, version upgrades, repair status hosting,
and support that were provided as part of the rental
agreement will cease, but may be purchased
separately. |
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9.
SUPPORT CONTRACT AGREEMENT. At your option, and subject to
the terms and conditions of this AGREEMENT, you may
purchase a yearly support contract.
Without limiting the generality of the foregoing,
the following terms shall apply to support contract
agreements: |
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9(a).
SUPPORT CONTRACT SERVICES. Support contracts
include unlimited phone and e-mail support for
normal use of the SOFTWARE during the period of the
paid support contract. Support contracts DO NOT
include any consultation for the development of
custom programming and reports, or any support
for custom programming and reports. |
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9(b).
SUPPORT CONTRACT FEE AND PAYMENT. The support
contract fee shall be a percentage of the
current list price of the applicable edition
licenses being supported, as posted on the At Your
Service Software, Inc. web site on the date of the
support contract purchase or renewal. Minimum fees
may apply for certain editions. Payment may be rendered
using any standard payment method accepted
as
posted on the At Your Service Software, Inc. web
site. |
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9(c).
SUPPORT CONTRACT PERIOD AND TERMINATION. The
support contract agreement shall be valid from the
day of payment until the one-year anniversary of the
payment. The support contract agreement will be automatically renewed
on a yearly basis on the anniversary date unless it
is terminated verbally or in writing at least thirty
(30) days before the renewal date. After
termination, support that was provided as part of the
support contract agreement will cease, but may be purchased
separately. |
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10.
SUPPORT SUBSCRIPTION AGREEMENT. At your option, and subject to
the terms and conditions of this AGREEMENT, you may
purchase a yearly support subscription.
Without limiting the generality of the foregoing,
the following terms shall apply to support
subscription agreements: |
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10(a).
SUPPORT SUBSCRIPTION SERVICES. Support
subscriptions include
all
version upgrades issued during the period of the
paid support subscription for the applicable edition
licenses being supported, as well as all services
defined as part of a standard support contract
agreement in section 9.
Support
subscriptions DO NOT include any consultation for
the development of custom programming and reports,
or any support for custom programming and
reports. |
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10(b).
SUPPORT SUBSCRIPTION FEE AND PAYMENT. The
support subscription fee shall be a percentage of the
current list price of the applicable edition
licenses being supported, as posted on the At Your
Service Software, Inc. web site on the date of the
support subscription purchase or renewal. Minimum
fees may apply for certain editions. Payment may be rendered
using any standard payment method accepted
as
posted on the At Your Service Software, Inc. web
site. |
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10(c).
SUPPORT SUBSCRIPTION PERIOD AND TERMINATION. The
support subscription agreement shall be valid from
the day of payment until the one-year anniversary of
the payment. The support subscription agreement will be automatically renewed
on a yearly basis on the anniversary date unless it
is terminated verbally or in writing at least thirty
(30) days before the renewal date.
After
termination, version upgrades, repair status
hosting, and support that were provided as part of
the support subscription agreement will cease, but
may be purchased separately. |
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11.
LIMITATION OF LIABILITY. To the maximum extent
permitted by applicable law, in no event shall At
Your Service Software, Inc. (including its employees
and/or subcontractors) be liable for any
special, incidental, indirect, or consequential
damages whatsoever (including, without limitation,
damages for loss of business profits, business
interruption, loss of business information, or any
other pecuniary loss) arising out of the use of or
inability to use the SOFTWARE, access the WEBSITE,
post information to the WEBSITE, or the provision of
or failure to provide support services, even if At
Your Service Software, Inc. has been advised of the
possibility of such damages. In any case, At Your
Service Software, Inc.'s entire liability under any
provision of this AGREEMENT shall be limited to the
amount actually paid by you for the SOFTWARE.
However, if you have entered into a separate At Your Service
Software, Inc. Support Services Agreement, At Your
Service Software, Inc.'s entire liability regarding
support services shall be governed by the terms of
that agreement. |
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12.
GOVERNING LAW. This AGREEMENT shall be governed
by and construed in accordance with the laws of the
Province of Ontario and the Federal laws of Canada
applicable therein. The parties hereby consent and
submit to the exclusive jurisdiction of the Courts
of the Province of Ontario in any action or
proceeding instituted under this AGREEMENT. |
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13.
TIME OF ESSENCE AND WAIVER. Time shall be of the
essence of this AGREEMENT and every part of it. No
waiver by a party or any breach of any of the
provisions of this AGREEMENT by the other party
shall be binding upon the party unless in writing
and signed by the party. No such waiver shall be
construed as a waiver of any other provision or of
any other breach of this AGREEMENT. |
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14.
SEVERABILITY. If any covenant or any other
provision of this AGREEMENT is invalid, illegal or
incapable of being enforced by reason of any rule of
law or public policy, that covenant or provision
shall be deemed to be severable from this AGREEMENT.
Notwithstanding the foregoing, all other covenants
and provisions of this AGREEMENT shall,
nevertheless, remain in full force and no covenant
or provision shall be deemed to be dependant upon
any other covenant or provision, unless expressly
stated in this AGREEMENT. |
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