EULA - IMS
End User License Agreement (EULA)
This End User License Agreement (“Agreement”) is entered into on this June 24, 2024 between:
Provider: Locsaun Canada
Address: 200-15117 Ave, Surrey BC V3R 8P7 Canada
Licensee: [Licensee Name]
Address: [Licensee Address]
1. Grant of License
1.1 License: Provider hereby grants Licensee a non-exclusive, non-transferable, limited, and revocable license to use the IMS software (“Software”) for the duration of this Agreement, solely for its intended purpose as described herein.
1.2 Restrictions: Licensee shall use the Software solely for its internal business purposes. Licensee shall not sublicense, distribute, or otherwise transfer the Software to any third party without the express written consent of Provider. Licensee agrees to use the Software only for lawful purposes and in accordance with the documentation and specifications provided by Provider.
1.3 Security and Modifications:
- Security Measures: Licensee agrees not to circumvent or attempt to circumvent any security measures or access controls implemented in the Software.
- Modifications: Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software without the prior written consent of Provider.
1.4 Use “As Is”: The Software is provided “as is” without any warranties, express or implied. Provider disclaims any warranty of merchantability, fitness for a particular purpose, or non-infringement. The entire risk as to the quality and performance of the Software is assumed by Licensee.
1.5 Compliance with Laws: Licensee agrees to comply with all applicable laws and regulations regarding the use of the Software, including but not limited to export control laws and regulations.
2. Payment
2.1 License Fee: Licensee shall pay Provider a fee of $[License Fee] for the use of the Software. Payment shall be made [payment terms].
3. Term and Termination
3.1 Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of [initial term], unless terminated earlier in accordance with this Agreement.
3.2 Termination: Either party may terminate this Agreement with [termination notice period] written notice to the other party for any reason.
3.3 Effect of Termination: Upon termination of this Agreement, Licensee shall cease all use of the Software and return or destroy any copies or installations of the Software.
4. Intellectual Property
4.1 Ownership: The Software and all related intellectual property rights are and shall remain the property of Provider.
5. Support and Maintenance
5.1 Services: Provider agrees to provide support and maintenance for the Software as outlined in Exhibit A hereto.
6. Confidentiality
6.1 Confidentiality: Both parties agree to keep all information and data exchanged under this Agreement confidential.
7. Warranty and Disclaimer
7.1 Disclaimer: The Software is provided “as is,” and Provider makes no warranties, express or implied, regarding the Software’s performance or fitness for a particular purpose.
7.2 Financial Disclaimer: The Software is not intended to serve as a financial instrument. All totals, calculations, or financial data generated by the Software are for convenience purposes only and should not be considered as official accounting information. Licensee is responsible for verifying all financial data in accordance with applicable accounting standards using authorized and recognized accounting software.
8. Limitation of Liability
8.1 Limitation: Provider’s liability shall be limited to the total fees paid by Licensee during the [6 months] preceding the event giving rise to the liability.
9. Governing Law and Dispute Resolution
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of British Columbia.
9.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through court.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
10.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
Exhibit A: Support and Maintenance
- Software Updates and Patch Management: Provider commits to providing regular software updates and patches to address bugs, security vulnerabilities, and performance improvements.
- Technical Support: Provider offers technical support for any issues related to the Software during regular business hours (4 AM PST – 6 PM PST). Support inquiries can be made via email or phone.
- Critical Issues: Within 1 hour
- High Priority Issues: Within 4 hours
- Medium Priority Issues: Within 12 hours
- Low Priority Issues: Within 24 hours
- Data Backup and Recovery: Regular automated backups of all data associated with the Software are performed 3 times per day. In the event of data loss or corruption, Provider will make a best effort to recover data within 72 hours.
- Security Updates: Provider monitors and maintains the security of the Software to protect against data breaches and unauthorized access. Regular security scans and vulnerability assessments are conducted, and any identified issues are promptly addressed.
- System Availability:
- Uptime Guarantee: Provider shall use commercially reasonable efforts to ensure that the Software will maintain a minimum of 99.9% uptime throughout the year, excluding scheduled maintenance windows.
- Data Center SLA: Licensee acknowledges that system availability is subject to the terms of the Service Level Agreement (SLA) and uptime guarantees provided by Provider’s data center provider.
- User Training and Documentation: Provider offers comprehensive user training and documentation to assist users with common tasks and troubleshooting.
- License Management: Provider manages software licensing, ensuring compliance with all license agreements and software usage policies.
- Performance Optimization: Provider continually monitors and optimizes the Software’s performance to ensure it operates efficiently as Licensee’s requirements evolve.
