Terms & Conditions
re-sign™ digital signage
END USER SOFTWARE LICENSE AGREEMENT & general terms & conditions
IMPORTANT - READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between YOU (the "User" or "Licensee") and Clever Digital Signage (the "Owner" or "Licensor), a corporation organized and existing under the laws of the Cyprus, with its head office located at 42 Campbell Crt. Suite 107, Stratford ON, Canada. N5A 7K2, covering your use of Re-sign™ (the "Software"), a software platform for digital signage applications (new media advertising, digital signs, interactive applications and other messages displayed on LCD, LED or plasma displays etc.). This EULA may include computer software, associated media, printed materials, and "on line" or electronic documentation ("Software") and source files, resource files, project and solution files ("Source Code") for Software, collectively "the Product".
BY DOWNLOADING, COPYING, INSTALLING, OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT.
TERMS AND CONDITIONS
- The following definitions shall apply to this Agreement:
- "Software" means all or any portion of the Owner binary computer software programs, any updates, additional modules, additional software and associated documentation.
- 'Documentation' means the technical publications relating to the Software, such as but not limited to, user guides, installation guides and technical guides, created by the Owner, Certified Reseller or Supplier.
- 'Software as a Service' (SAAS) means the software distribution model in which applications are hosted on a Server Environment by the Owner or service provider on behalf of the Owner and made available to YOU over a network, typically the Internet.
- 'Server Environment' is defined as any server system compatible with Licensor’s technical specifications, licensed from Licensor or any other entity, that consists of one or more server software processes, operating independently or otherwise, including but not limited to web servers, database servers, terminal servers, mail servers, application servers or transaction servers, facilitated by an internet, intranet, extranet, client/server network, wide-area network, or any other multi-user network.
- "Install" means placing the Software on a computer's hard disk, CD-ROM, SSD or other secondary storage device.
- "Derivative Works" means a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement.
- "Use" or "Access” means (i) executing or loading the Software into computer RAM or other primary memory or (ii) connect to the Software either directly or indirectly through any middle tier application(s).
- We reserve the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever. If the price of any product you order was incorrectly displayed on our Web Site, we will provide you with an opportunity to place an order at the correct price.
- We may or may not have your product(s) in stock, we will email you a shipping notice confirming that the items have shipped and are en-route to you; that notice is our acceptance of your order.
- Hardware. All hardaware warranty is the responsibility of the respective manufacturer. The customer must call the manufacturer's help support hot line for warranty and technical support issues.
- The delivery flat rate fee is for Ontario Canada only, all other provinces / countries must contact us for an estimate.
- The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Owner or its Suppliers own the title, copyright and other intellectual property rights in The Product. Licensee must treat the Software and Documentation like any other copyrighted material. The Product is licensed, not sold.
- Licensor grants use of The Product according to one of the license types:
- General Product License: With this license, Licensor hereby grants to Licensee a non-exclusive license to use the Software, subject to the terms and conditions hereinafter set forth. A General Product Licence may include One Server Software with limited number of Software Clients, Limited number of Player Software Licences and Limited number of Administrator or User Licenses.
i. Perpetual (General Product) License: This License is effective when executed by both parties and the license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.
ii. Rental (General Product) License: This License is effective when executed by both parties and the license granted to the Software remains in force for one (1) year or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.
- Evaluation Product License: This license is under the terms of General Product License. With an evaluation license the Product is fully functional except specific limitations specified by the Product documentation. the end user HAS to agree with the terms of "PRODUCT EVALUATION AGREEMENT". The Product Evaluation Agreement is entered into for the sole purpose of allowing you to evaluate product(s) including Hardware, Software and accompanying Documentation (collectively, the "Trial System"). With the Evaluation Licence, you grant a non-exclusive, non-transferable, revocable license and permission to use the Trial System, including any modified or enhanced versions thereof provided to you, at no cost, for a trial period.
- "Hosted" or 'Software as a Service' (SAAS) License: This License can be apply with Perpetual or Rental Software License and also provides the hosting and the internet connection of the Server Software by or on behalf of Owner.
- In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive and non-transferable license to use the current version of Licensor's Software.
- Licensee shall limit the use of the Software to its employees who have been appropriately trained.
- The Software shall initially be used only on equipment compatible with the Technical Specifications determined by the Licensor.
LICENSEE’S RIGHTS AND OBLIGATIONS
- The Server Software should be installed to a Server Environment and the Player Software should be installed to Player PCs. The Server Environment, Player and Network infrastructure should be compatible with Technical Specifications determined by the Licensor.
- Licensee may not: (a) modify, adapt or translate the Software except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (b) reverse engineer, disassemble, decompile or make any attempt in any way to discover the source code of the Software; (c) place the Software onto a server so that it is accessible via a pubic network such as the Internet; (d) assign, sublicense, rent, lease, lend distribute or otherwise transfer any portion of the Software or Documentation or any of the rights granted by this License Agreement, unless you obtain a separate license from Licensor for such purposes; (e) permit any third party to use the Software; (f) use the Software in the operation of a service bureau for the benefit of third-parties unless you acquire an appropriate License from Licensor; (g) allow access to the licensed Software through terminals located outside Licensee's business premises (h) use the Software or Documentation to develop a product that is generally competitive with Product offerings; (i) distribute, integrate or merge it into another program the Software with any other product that performs the same or similar functions as Product offerings; or (j) delete, fail to reproduce or modify any copyright, trademark or other proprietary rights notices which appear on or in the Software or Documentation.
- Licensee may either (a) Download, store, copy, install and Use the Software, (b) download, store and read the Documentation (c) temporarily transferred to back-up equipment if the particular scheduled equipment is inoperative for more than 24 hours.
- The Software shall be used only for the processing of Licensee's own business. Use of the Software may be subsequently transferred to other locations with written notice ten (10) days before such transfer.
- Licensee may, at any time, without prior notice to or consent of Licensor, transfer the Software to any location other than the site of initial installation for use on any other Server Environment which is owned or controlled by Licensee or by subsidiaries or other entities owned or controlled by Licensee. Licensee shall thereafter promptly give Licensor notice of such new location.
- Use of the Software by the Licensee at any location other than those described above shall be the basis for immediate termination of this License Agreement. Termination of the License Agreement shall be in addition to and not in lieu of any equitable remedies available to Licensor.
TITLE TO SOFTWARE SYSTEMS AND CONFIDENTIALITY
- The Software and all programs developed hereunder and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Licensee's request are and shall remain in Licensor. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. All copies made by the Licensee of the Software and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works, are the property of Licensor. Violation of any provision of this paragraph shall be the basis for immediate termination of this License Agreement.
- Licensor warrants that Software will conform, as to all substantial operational features and will be free of defects which substantially affect system performance.
- The Licensee must notify Licensor in writing, within 30 days of delivery of the Software to the Licensee (not including delivery of any subsequent modifications to the Software), of its claim of any such defect. If the Software is found defective by Licensor, Licensor's sole obligation under this warranty is to remedy such defect in a manner consistent with Licensor's regular business practices.
- THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEMS.
- TV / Monitors all have a 3 year warranty by their respective manufacturers, customer must contact the manufacturer help support hot line for technical & warranty issues.
- If any modifications are made to the Software by Licensee during the warranty period, this warranty shall immediately be terminated. Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor's standard time and material charges.
- Licensee agrees that Licensor's liability arising out of contract, negligence, strict liability in tort or warranty shall not exceed any amounts payable by Licensee for the Software identified above.
LIMITATION OF LIABILITY
- NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Licensor OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS OR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, (iii) DAMAGES RESULTING FROM LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Licensor’S LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NON-PROVISION OF SOFTWARE, DOCUMENTATION OR SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY END USER OR LICENSEE IN CASE OF AN OEM LICENSE TO Licensor or supplier UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM A SOFTWARE MODULE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY FROM WHICH THE CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION ENTITLED 'LIMITATION OF LIABILITY'.
- Licensor shall have the right to immediately terminate this License (a) if Licensee fails to perform any obligation required of Licensee under this Agreement or (b) if Licensee becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee’s use of the software and remains effective until terminated. Licensee may terminate it at any time by uninstalling the software and destroying all copies of the Software and Documentation in its possession. It will also automatically terminate if Licensee fails to comply with any term or condition of this License Agreement.
- If any provision of this License Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.
- This License Agreement shall be governed by and interpreted in accordance with the laws of Canada and all disputes arising out of or in connection with this Agreement shall be settled under the Rules of Arbitration of Canada. The arbitration proceedings shall be conducted in the English language and the arbitrator should be conversant with the language of this Agreement. Seat of the arbitration proceedings shall be Canada. The arbitration award shall be final and binding on both Parties. Arbitrage expenses shall be born by the loosing Party.
- The Licensee may not assign or sub-license, without the prior written consent of Licensor, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than two years after the cause of action has arisen.
- The waiver or failure of Licensor to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.