LICENSE AGREEMENT
This License Agreement (“Agreement”) is a legal agreement between you as Licensee and Vox Integrated Solutions Model, Inc. (“Vox ISM”) for Vox ISM software (“Software”). By installing, copying, or otherwise using any of the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, contact your software provider for a refund.
The Software, copyright in the Software and its Documentation is owned by Vox ISM. Subject to the terms of this Agreement, you are granted a non-exclusive right for the duration of the Agreement to use the Software. You do not acquire ownership of the Software, copyright or other intellectual property rights in any part of the Software by virtue of this Agreement.
Your use of this Software indicates your acceptance of the terms of this Agreement.
- DEFINITIONS
In this Agreement, unless the contrary intention appears,
“Agreement” means this License Agreement.
“Licensee” means you, or the organization on whose behalf you are acting.
“Documentation” means written documentation, including knowledge base articles, e-mails, training guides, and help content made generally available by Vox ISM to aid in using the Software.
“Software” means the software provided to you by Vox ISM solely for your use under the terms of this Agreement.
“Invoice” means the sales invoice provided to you by your software provider or Vox ISM for the Software covered under the terms of this Agreement.
- GRANT OF LICENCE
In accordance with the terms of this Agreement, you may install the Software on a single production server and on any number of failover servers providing only a single server is actively used as the production environment. You may install the Software on any number of test or development servers. The installation on production, test, and development servers is also subject to any restrictions noted on the Invoice including but not limited to user, device, or company count.
You may not copy or use the Software or Documentation except as expressly permitted by this Agreement. You may not copy (except as reasonably necessary for internal back-up purposes), distribute, transfer, sublicense, rent, lease, lend, sell, or otherwise allow any third party to use the Software. You may not modify, reverse engineer, decompile, disassemble, or otherwise reduce the Software to a human-perceivable form, except to the extent expressly permitted by applicable law, and then only after you have notified Vox ISM in writing of your intended activities.
You acknowledge any right, title or interest in the Software and Documentation, including but not limited to, patent, trademark, design, copyright or any other intellectual property rights, shall remain with Vox ISM and/or its licensor and no right, title or interest in the Software and Documentation is granted or transferred under this Agreement, except for the right granted hereunder. You agree that you do not acquire any rights, express or implied, beyond the limited license described in this Agreement.
- WARRANTY
Vox ISM and its licensors provide, and you agree to accept, the software and documentation “as-is” without warranty of any kind, express, implied, or statutory, including without limitation any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement of any patent, trademark, design, copyright or any other intellectual property rights owned by a third party, or that the software is free from defects, and Vox ISM and its licensors disclaim all liability for the same.
You agree that Vox ISM, its licensors and their respective subsidiaries will not be liable in connection with this license or its subject matter, under any theory of liability, for any indirect, incidental, special, consequential or punitive damages, even if advised of the possibility of such damages or if such damages are foreseeable. Some jurisdictions do not allow the exclusion of damages or limitation of liability, so the above exclusions or limitations, to the extent prohibited by applicable law, may not apply to you. Your specific rights may vary from jurisdiction to jurisdiction.
While Vox ISM may choose to make enhancements or corrections to the Software available, Vox ISM is not obligated to provide any such corrections or any support, maintenance or updates of the Software or Documentation.
- TERMINATION
This Agreement is effective until terminated. Vox ISM may terminate this Agreement at any time upon your breach of any provision of it. Upon termination you will stop using the Software and Documentation and destroy all copies in your possession, confirming to Vox ISM in writing that you have done so.
- LICENSE BREACH
You agree that any breach or threatened breach of the terms of the license granted hereunder, would cause Vox ISM irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Vox ISM may be entitled, you agree that Vox ISM may seek injunctive relief to prevent the actual, threatened or continued breach of these terms.
- TRADEMARKS
All names of products and companies used in this Agreement, the Software, or Documentation may be trademarks of their corresponding owners. Their use in this Agreement is intended to be in compliance with their respective guidelines and licenses.
- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable therein and each of the Licensee and Vox ISM shall attorn to the exclusive jurisdiction of the courts of Ontario without regard to conflicts of laws principles.
- SEVERABILITY AND WAIVER
The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement and the invalid or unenforceable provision will be modified to the extent necessary to render it enforceable or it will be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect. The waiver by you or Vox ISM of any default or breach of this Agreement will not waive any other or subsequent default or breach.
- ASSIGNMENT
You may not assign, sell, delegate or otherwise transfer this Agreement or any rights or obligations under it, without Vox ISM’s prior written consent.