1- DEFINITIONS In this Agreement, the following expressions shall have the following meanings:
2- GRANT OF LICENSE TO USE Subject to the acceptance of all terms and conditions of this EUCLA, Famic grants Licensee a non-exclusive License to use the copy of the Catalogue and Documentation and subject to the accompanying documentation. 3- LICENSE VALIDITY This License to use Catalogue and Documentation is time limited. Famic reserves the right to cancel and/or terminate this License at any time. 4- TERM AND TERMINATION The License will terminate automatically at the end of License validity or if Licensee fails to comply with any provisions set out in this EUCLA. Upon termination of the License for any reason whatsoever, Licensee must uninstall Catalogue and destroy all copies in Licensee’s possession regardless of their media type. Upon termination of the License, the provisions stated in Sections: 5 Ownership and Limited Title Warranty, 6 Copyright, 7 Trademark & Logos, 8 Limited Warranty, 9 Limitation of Liability, 10 Restrictions, 12 Export Regulations, and 14 Governing Laws, will remain in effect. 5- OWNERSHIP AND LIMITED TITLE WARRANTY Famic holds and retains all Intellectual Property Rights attached to Catalogue and Documentation, regardless of the form or media in or on which copies of Catalogue and Documentation copies may exist. This EUCLA is not a sale. Famic represents and warrants that: (i) Catalogue and Documentation has been entirely conceived and created by Famic; and that (ii) to the best of its knowledge, after reasonable investigation, Catalogue and Documentation do not violate any Intellectual Property Rights of any third party in Canada and United States of America. This Ownership and Limited Title Warranty statement does not affect the intellectual property rights that Manufacturers or other parties may hold upon Technical Data and Commercial Information related to the Components they manufacture or sell. The above shall constitute the entirety of the Title Warranty given to Licensee by FAMIC with regard to Catalogue. 6- COPYRIGHT All information accessible through Catalogue, including texts, photographs, images, illustrations, test files, technical data, mathematical models, and other elements ("Content") is protected by copyright and is either the property of Famic and/or third party regarded as provider of Content. Licensee must comply with all restrictions on copyright. 7- TRADEMARK & LOGOS Trademarks, logos, icons, marks of service and other names of products and/or services displayed in Catalogue, whether registered or not, belong to Famic or to other parties (Manufacturers). This EUCLA does not confer to Licensee any right or permission whatsoever to use the said trademarks, logos, icons, marks of service and other names. Furthermore, Famic retains the absolute and unconditional right to ensure respect for its Intellectual Property Rights by all legal means, including civil and criminal proceedings. 8- LIMITED WARRANTY This Limited Warranty shall not apply to any Catalogue that may have been subjected to abuse, accident or disaster, or that may have been modified by Licensee or used in a manner contrary to the instructions in effect pertaining to its installation and/or operation, or contrary to industry standards or the provisions of this EUCLA. No oral or written information or advice given by Famic or its distributors shall create a warranty or in any way increase the scope of this Limited Warranty and Licensee may not rely on any such information or advice. 8.1- Catalogue and Documentation Famic supplies Catalogue and Documentation “AS IS” and do not warrant that it will meet Licensee requirements, are error free, or that all errors will be corrected. 8.2- Disclaimer Except as provided in this EUCLA, Famic disclaims all expressed and/or implied warranties and conditions pertaining in any way to Catalogue and Documentation, including without limitation, satisfactory quality, any warranty and/or condition of merchantability or fitness for a particular purpose, whether expressed or implied by statute, Common Law, usage of trade, course of dealing, Customs or otherwise. Famic do not warrant that Catalogue will integrate error-free with all the other software running on Licensee’s systems. The entire risk as to the results and performance of Catalogue is assumed by Licensee, and Famic assume no responsibility for the accuracy of the Catalogue content, errors, or omissions in Catalogue. 9- LIMITATION OF LIABILITY Under no circumstances will Famic and its distributors or any of their third party providers be liable to Licensee or any third party for any direct, indirect, incidental, special or consequential damages, expenses, costs, liability or loss whatsoever, including but not limited to lost profits, lost revenue, lost data, replacement costs, loss of use of any information system, failure to realize expected savings or any other commercial or economic loss, whether arising in tort, negligence, statute, equity, contract, Common Law, or any other cause of action or legal theory even if Famic has been advised of the possibility of such loss or damage. Notwithstanding any damages that Licensee might incur for any reason whatsoever including, without limitation, all damages referenced herein, the entire liability of Famic and its distributors under this EUCLA, and Licensee exclusive remedy herein shall be limited to the greater of the following two amounts provided that Licensee is not in default to its obligations: (1) $5.00 CDN, or (2) the actual amount paid by Licensee for the current Catalogue License reduced by the amount corresponding to the number of months during which the License has been used. Licensee agrees, acknowledges and confirms that the limitations of liability set out in this EUCLA are fair and reasonable in the commercial circumstances of this EUCLA and that Famic would not have entered into this EUCLA but for Licensee agreement to limit Famic’s and Famic’s third party providers’ (including distributors) liability in the manner and to the extend provided for herein. This Section applies even in the event of a breach of condition, a breach of an essential or fundamental term, or a fundamental breach of this EUCLA. 10- RESTRICTIONS Unauthorized copying of Catalogue and/or Documentation in total or in part, including Catalogue that has been modified, merged or included with other software or the written materials, is expressly forbidden. Licensee may be held legally responsible for any infringement, which is caused failure to abide by the terms and conditions of this EUCLA. You may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on Catalogue, or the written materials, remove or modify any notice of intellectual property, copyright, logo or trademark. Licensee acknowledges and agrees to use Catalogue in compliance with and according to the supplied procedures and instructions contained in the Documentation. Famic has no obligation whatsoever to offer any technical support if Licensee is in default to its obligations under this EUCLA. 11- TRANSFER In no event may Licensee assign, rent, sublicense, lease, sell or otherwise dispose of Catalogue on a temporary or permanent basis. 12- EXPORT REGULATIONS Catalogue and Documentation delivered under this EUCLA contain elements including technical data that are subject to Canada and United States of America export control Laws and may be subject to other export or import regulations. Licensee agrees not to export or re-export Catalogue and Documentation directly or indirectly to countries subject to restrictions (embargoes) imposed by the Government of Canada and/or the United States of America. Licensee agrees not to use Catalogue and Documentation for any purpose prohibited by these laws including without limitation nuclear weapons, chemical weapons, biological weapons, etc.
13- UPDATED VERSIONS Famic may from time to time make available to Licensee updated versions of Catalogue and Documentation in order to:
14- GOVERNING LAWS This EUCLA shall be construed and governed in accordance with the laws of the Province of Quebec, Canada. Licensee consents to the exclusive jurisdiction of the Courts of the District of Montreal (Quebec), Canada.
15- INVALIDITY The invalidity of any particular provision of this EUCLA shall not affect any other provision hereof.
16- FAMIC RESERVATIONS Famic reserves the right to revise the terms of this EUCLA for any License renewal by updating it. Licensee’s continued use of Catalogue shall be deemed to constitute acceptance of any revised terms. Famic reserves all other rights relating to this EUCLA.
17- COMPLETE AGREEMENT This EUCLA constitutes the entire understanding between the Parties in respect of the matters herein and supersedes all prior oral and written understandings, agreements and commitments. Licensee acknowledges that he/she has read this EUCLA, understands each one of its terms and conditions and agrees to be bound by them. Licensee also agrees that these terms and conditions are the complete and exclusive statement of agreement between the Parties, and they supersede all prior agreements, either written or oral and any other communications between the Parties.
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