EAGLE Enterprise Toolkit License and Support Agreement v1.0.2

IMPORTANT :: PLEASE READ CAREFULLY

STRATFORD DIGITAL INC. (the "Company") owns or has licensed all proprietary right, title and interest in and to the tools provided hereunder ("EAGLE Enterprise Toolkit" or "EET"), including all intellectual property rights.

The Company is willing to grant to you (the "Customer") a personal, non-exclusive, non-transferable, paid-up license to use the current version of EET (the "License"), together with annual maintenance and support services (the "Support Services"), on the terms and conditions contained herein.

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1. GRANT OF LICENSE.

In consideration of the payment of the License fee (the "License Fee", as outlined in Schedule A), and your agreement to abide by the terms and conditions of this Agreement, the Company hereby grants the License to the Customer. The Company shall provide to the Customer a user ID and password ("Access Code") that will provide access to EET via the internet upon receipt by the Company of payment of the License Fee (the "Effective Date"), The License is subject to the following terms and conditions:

  • The Customer does not acquire any right whatsoever in EET, and only obtains the right to use EET as set out in this Agreement, and the Company reserves all rights with respect to EET not expressly granted by this Agreement.
  • The Customer shall use EET only as permitted by this Agreement, and may use EET solely for its internal business purposes.
  • The License shall be limited to a single user on a single computer at any one time, but such user may access EET on such various computers on which the user normally works. Any additional seats for additional users may be added at the request of the Customer subject to the payment of additional License Fee, and the Customer shall be responsible for any non-compliance and related costs with respect to these use limitations.
  • The Customer is strictly prohibited from using, reproducing, modifying, adapting, translating, reverse engineering, decompiling, disassembling, or creating derivative works based on EET in whole or in part, or renting, leasing, licensing, transferring, assigning, selling, or otherwise providing access to EET, or using EET in any unlawful manner whatsoever.
  • EET is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Customer is strictly prohibited from using names or trademarks of the Company in any publications, documentation or any other manner whatsoever, without the prior written consent of the Company.

2. MAINTENANCE AND SUPPORT.

In consideration of the payment of all fees for Support Services (the "Support Fees", as outlined in Schedule A), the Company shall provide to the Customer the following Support Services for EET:

  • Updates and Enhancements: All updates and bug fixes, as well as added features, will be announced vi the online forums, and accessed using the Access Code. Following the introduction of a new version of EET, the Company shall provide Support Services for the immediately preceding version of EET for a limited period of two months.
  • On-line Support: All support is provided for the then-current version of EET via online support forums, and accessed at http://www.eaglecentral.ca/forums/ using the Access Code. The Customer shall have the right to add items and discussions to the forums, and the Company shall in most instances provide an initial response within 24 hours, and a solution within a reasonable period of time, given the content of the request. The Company shall have the right in its sole discretion to determine what contributions from any Customer may be included in the forum
  • Installation: The Customer is responsible at its sole cost and expense for the maintenance and installation of any equipment, hardware or services related to the operation of EET. The Company shall provide to the Customer instruction notes via the internet for the initial installation of EET, but shall not provide any additional assistance if further modifications are made by the Customer, who shall be responsible for merging installation with its own setup.
  • Custom Development: The Company may provide custom development on request of the Customer, which shall be on the terms and conditions agreed by the parties in a separate agreement.

Support Services do not include, and the Company shall not have any obligation whatsoever, to provide any assistance with any of the following issues:

  • any problem resulting from the misuse, improper use, alteration, or damage of EET, or combining or merging EET with any other software;
  • any problem caused by modifications in any version of EET not made by the Company;
  • errors in any version of EET other than the most recent upgrade, following the two-month grace period noted above.

3. TERM.

This Agreement is effective from and after the Effective Date, and shall continue in force for a period of one year (the "Term"), following which this Agreement will automatically renew for subsequent one-year periods (each, a "Renewal Term"), until terminated as provided herein.

4. FEES AND PAYMENT.

The Customer shall pay the License Fee and Support Fees (collectively, the "Fees") to the Company as outlined on Schedule A hereto, as may be amended by the Company from time to time. All Fees are exclusive of all applicable taxes.

The License Fee is paid in consideration of the grant of the License for the then-current version of EET, and during such time period as the Customer continues to pay Support Fees as provided hereunder, the License will include all updates, upgrades and subsequent versions released by the Company. If Support Services are terminated by the Company for non-payment of Support Fees as provided herein, and the Customer subsequently wishes to obtain the Support Services again, it may so notify the Company, and pay to the Company the Support Fees payable during the then current year; provided however that if, during any period in which Support Services have been terminated, the Company releases a updates, upgrades or a new version of EET, then the Customer shall be required to pay the then-applicable License Fee for the new version in addition to the Support Fees.

5. TERMINATION.

This Agreement may be terminated:

a)  by either party on [60] days written notice to the other party; or
b)  by the Company immediately if the Customer breaches any provision of this Agreement other than with respect to the payment of Support Fees,

and upon the termination of this Agreement as outlined above, the Customer shall immediately cease using EET and shall delete all copies of EET from the system upon which it has been installed, and pay all amounts owing for Fees up to and including the effective date of termination, and the Company shall have no further obligation to the Customer hereunder; or

c)  with respect to the Support Services, by the Company on notice to the Customer if the Customer fails to pay any Support Fees when due or beyond any applicable grace period, and the Customer shall be responsible to pay all Fees and other amounts owing up to the effective date of termination, but the License to use the version of EET currently licensed by the Customer shall continue.

Provisions in this Agreement dealing with ownership, warranty and limited liability shall continue in force after any termination under this Section.

6. NO WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO EET, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF EET REMAINS WITH THE CUSTOMER. THE CUSTOMER MAY HAVE OTHER REMEDIES, WHICH VARY FROM JURISDICTION TO JURISDICTION.

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY 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 EET OR THE FAILURE TO PROVIDE THE SUPPORT SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY OR ITS AGENTS HAVE ANY LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT OR TORT, THAT AROSE MORE THAN ONE YEAR PRIOR TO DATE ON WHICH SUCH A CAUSE OF ACTION MAY HAVE ARISEN HEREUNDER. (BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE CUSTOMER.) IN ANY CASE, THE COMPANY'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR SUPPORT FEES DURING THE THEN-CURRENT TERM. THE CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AGENTS AGAINST ALL CLAIMS BROUGHT AGAINST THE COMPANY RESULTING FROM THE USE OR MISUSE OF EET BY THE CUSTOMER OR ITS AGENTS.

8. GOVERNING LAW.

This Agreement is governed by the laws of the Province of Ontario, Canada and each of the parties hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario without regard to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

BY INSTALLING, COPYING OR USING EET IN ANY WAY, YOU ACKNOWLEDGE HAVING READ AND UNDERSTOOD THE PROVISIONS OF THIS AGREEMENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND CONFIRM YOU ARE OVER THE AGE OF MAJORITY IN YOUR OWN JURISDICTION.

IF YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE CLICK "Add to Cart" BELOW, AND PROCEED WITH THE PAYMENT OF FEES AS OUTLINED IN THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT CONTINUE WITH THE PAYMENT PROCESS.

SCHEDULE A

A. LICENSE FEE.

The License Fee is payable in consideration of the License granted for the current version of EET, on the terms outlined in this Agreement. The License Fee amount is equal to 50% of the advertised price.

B. SUPPORT FEES.

For one year of support, the Support Fee is 50% of the advertised price. Future years of support will be available for 50% of the advertised price at the time of renewal.

NOTES:

1. For discounts on more seats than advertised, contact the Company for pricing.
2. For any Renewal Term, Support Fees paid within 30 days of expiration of the previous term may be payable at the same rate as paid during the preceding Term.

C. METHOD OF PAYMENT.

All payments will be made via the internet as outlined at http://www.eaglecentral.ca.

D. CURRENCY.

All fees are stated in US dollars ($US).