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Software Terms & Conditions

Evertz Microsystems Ltd. Software Terms & Conditions

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These Software Terms and Conditions ("Agreement") constitute a legal agreement between ("Licensee") (either an individual or a single entity) and Evertz Microsystems Ltd. ("Evertz") governing the use of Evertz software (or derivative). By installing, copying, or otherwise using the software, Licensee agrees to be bound by these Terms. If Licensee does not agree to these terms, do not install or use the software.

Definitions:

"Affiliates" includes, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). An entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity.

"Confidential Information" means all information or material which Evertz identifies in writing as confidential or is received under circumstances reasonably interpreted as imposing an obligation of confidentiality.

"Intellectual Property Rights" means all intellectual property rights, including patents, copyrights, trade-marks(including service marks), trade secrets, and design rights, whether registered or unregistered, including any application for registration of any of the foregoing and all rights or forms of protection of a similar nature having equivalent or similar effect to any of these, that may subsist anywhere in the world.

"Software" means all software (including without limitation firmware, programs and data structures), whether embedded in any of the products or otherwise provided to Licensee pursuant to this Agreement, including without any limitation, any software as a service or cloud offering.

"Update" includes improvements, modifications, refinements, minor updates, or enhancements without substantial added functionality or features and which is generally denoted in the version number by a change to the numbers to the right of the first decimal point (e.g., a change from 2.0 to 2.1 or from 2.1 to 2.1.2), made by Evertz on or after the Effective Date. Evertz may provide Updates made by Evertz at any time to any Software under a current license previously provided to Licensee under this Agreement. Updates shall only be available for Software that has a current license.

  1. Licence Grant

    1. Any license granted is contingent upon acceptance by Evertz of an order and applicable payment for the license from Licensee for the software according to the terms of payment.
    2. Evertz grants Licensee a non-exclusive, non-transferable, personal, revocable license to use the Software in object code only for your internal business purposes.
    3. The software is the property of Evertz and no title to, or ownership of the Software is transferred to Licensee.
    4. Licensee may not sublicense, distribute, lease, rent, lend, resell, or otherwise transfer, the software to un-affiliated parties.
    5. Licensee may not copy, reverse engineer, decompile, make derivative works of, modify, or disassemble the Software.
    6. At Evertz' discretion, Updates may be made available to the Licensee.
    7. Licensee is responsible for ensuring compliance with the recommended system requirements for the intended operation of the Software.

  2. Intellectual Property Rights

    1. Evertz retains all Intellectual Property Rights in the Software.
    2. The Software and any related documentation are and will remain Evertz' exclusive property. All rights not expressly granted to Licensee are reserved.
    3. All title and copyrights in and to the Software (including by not limited to any images, photographs, animations, video, music, text, and "applets" incorporated into the Software), the accompanying printed materials, and any copied of the Software are owned by Evertz or its suppliers. Copyright laws and international treaty provisions protect the Software. Therefore, Licensee must treat the Software like any other copyrighted material except that Licensee may install the Software on a single computer provided the original is used solely for backup or archival purposes. Licensee may not copy the printed materials accompanying the Software.
    4. All feedback in respect of Evertz's business, offerings and services, including, without limitation the Software including potential improvements or changes thereto (collectively, "Feedback") will be owned exclusively by Evertz.
    5. Licensee may not remove any Evertz product identification, trademark, copyright, patent or other notices or markings contained in, displayed by, or provided with the Software.

  3. Indemnification And Limitation Of Liability

    1. The software is provided "as is" without warranty or condition of any kind, including but not limited to the implied warranties or conditions of merchantable quality and fitness for a particular purpose. Evertz does not warrant that the software will be uninterrupted or error free nor does Evertz make any warranty as to the results that may be obtained from use of the software no oral or written information or advice given by Evertz or its authorized representatives shall create a warranty or in any way increase the scope of Evertz obligations under this agreement. Licensee expressly agrees and acknowledges that use of the software and any other services provided by Evertz hereunder is at customer's sole risk. In no event shall Evertz be liable to the customer or any third party for loss of profits, loss of business revenue, failure to realize expected savings, other similar economic loss or for any indirect, special or consequential damages even if advised of the possibility thereof.
    2. Evertz shall indemnify Licensee against any action brought against them to the extent that such action is based on a claim that the unmodified Software, when used in accordance with this Agreement infringes upon a legal copyright. If the Software is finally adjudged to so infringe, Evertz shall, at its option, either: (i) procure for Licensee the right to continue using the Software (ii) modify or replace the Software to make it non-infringing, or (iii) refund Licensee, to a maximum of the original fee paid, upon return or destruction of the Software. Evertz shall have no liability regarding any claim arising out of: (a) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current, unaltered release, (b) use of the Software in combination with non-EVERTZ software, data or equipment if the infringement was caused by such use or combination, (c) any modification or derivation of the Software not specifically authorized in writing by EVERTZ or (d) use of third party Software.
    3. Licensee shall indemnify Evertz against any action brought against them to the extent that such action is based on a claim resulting from Licensee's use of the Software including Licensee's non-compliance with local and federal laws and statutes. Licensee is responsible for the accuracy, quality, integrity, legality, security, reliability, appropriateness and intellectual property ownership or right to use any and/or all of the Data, including obtaining all rights necessary for Licensee to submit Data on or through the Software and otherwise use or process such Data using the Software. "Data" includes any information entered or used by Licensee through use of the Software.
    4. Evertz' liability to licensee or to any third parties arising out of or related to this agreement (whether in contract or tort or under any other theory of liability) for any claim or recovery of any kind hereunder, shall not exceed the price or fees paid or payable for the software.

  4. Fees and Payment

    1. Fees and payment terms shall be per mutually agreed purchase agreement, term sheet or order.

  5. Term and Termination

    1. The term of this Agreement shall commence from the date the Licensee accesses the Software and shall continue unless terminated pursuant to this Section 5 herein. Notwithstanding anything to the contrary herein, Licensee obligations under this agreement shall survive termination or expiration.
    2. Evertz may terminate this Agreement by prior written notice to the Licensee for failure to perform any material term, including but not limited to malicious use of the Software, non-payment, breach of confidentiality, or other conditions of this Agreement, or any other related agreements executed by both parties.

  6. Confidentiality

    1. Confidential Information of Evertz includes the terms of this Agreement, any service provided pursuant to this Agreement (including the Software, the Documentation, and any trade secrets related thereto). Licensee shall not have any obligation with respect to Confidential Information which: (a) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (b) was previously known to the receiving party or rightly received by the receiving party from a third party; (c) is independently developed by the receiving party without reference to information derived from the other party; and (d) is subject to disclosure under court order or other lawful process. b) Evertz Confidential Information shall remain the sole and exclusive property of Evertz. Licensee recognizes the importance of Evertz Confidential Information and shall maintain the Confidential Information in strict confidence and shall not disclose it or make it available to any unauthorized parties, subject to applicable law.

  7. General

    1. Evertz will not be in breach of this Agreement and will not be liable for failure to fulfill its obligations under this Agreement for any such failure or delay is due to or arising out of any legal theory of force majeure, and act of nature, act or omission of Customer, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, pandemic, shortage of labour, energy, fuel, materials or products, strike, labour action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labour, materials or products through regular sources, communication or power failures, Act of God, or any cause beyond its reasonable control.
    2. This Agreement may not be changed or modified by a subsequent agreement between the parties, except by written modification signed by an authorized representative for each party.
    3. All notices shall be given in writing and deemed effective upon receipt. Notices to Licensee will be sent to the ordering office or other address shown on the Order. Notices to Evertz should be sent to Evertz at 5292 John Lucas Drive, Burlington, Ontario L7L 5Z9 Attention: Contracts Admin. Email shall be deemed sufficient; contracts@evertz.com
    4. The laws of the Province of Ontario, Canada govern this Agreement, and the appropriate tribunals in the Province of Ontario, Canada, shall resolve all disputes relating to this license. Evertz may amend these Terms at any time by posting the amended terms on our website. Licensee's continued use of the Software after such amendments will constitute acceptance.
    5. Licensee may not assign this License Agreement to an unaffiliated third party without Evertz' prior written consent.
    6. By using Evertz Software, Licensee acknowledges that it has read, understood, and agrees to be bound by these Terms.

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