GVE SOFTWARE EVALUATION LICENSE AGREEMENT
This Software Evaluation Agreement ("Agreement"), effective as of the date of electronic acceptance ("Effective Date"), is entered into between GVE Global Vision Inc. ("GlobalVision") and the entity accepting this Agreement ("Trial User"). GlobalVision and Trial User are hereinafter collectively be referred to as the “Parties” and each individually as a “Party”.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY USING GLOBALVISION SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.
WHEREAS, Trial User wishes to evaluate the Evaluation Software for purposes of considering entering into a Software License Agreement with GlobalVision and is willing to test and evaluate the Evaluation Software in accordance with the terms and conditions of this Agreement; and
WHEREAS, GlobalVision is willing to grant to Trial User the Evaluation License in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
"Authorized User" means all employees or Representatives of Trial User, each of whom that is authorized to use the Evaluation Software by the Trial User and solely for the benefit of Trial User in accordance with the terms and conditions of this Agreement.
"Documentation" means any and all manuals, instructions or other documents or materials that GlobalVision provides or makes available to Trial User in any form or medium and that describe the functionality, components, features or requirements of the Evaluation Software, including any aspect of the installation, configuration, integration, testing, operation, use, support or maintenance thereof.
"Evaluation Materials" means the Evaluation Software and Documentation, and any and all (a) copies, reproductions, modifications, enhancements, adaptations, translations and other works of, and (b) inventions, improvements, know-how, specifications, performance characteristics, designs, plans, methods, procedures, processes, techniques, software, technology, concepts, information or materials whatsoever (other than Usage Data) comprising, relating to, based on or arising out of, the Evaluation Software or Documentation, in whole or in part and however and by whomever originated, including by any technology or device or by Provider, Trial User, an Authorized User or any other Person.
"Evaluation Period" means the period that begins on the Effective Date and ends sixty (60) days after the Effective Date, unless otherwise extended, or unless earlier terminated.
"Evaluation Software" means GlobalVision’s most recent version of the Verify Beta Software in object code form only and all copies of the foregoing permitted under this Agreement.
“IP Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights and Laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Open-Source Components" means any software that is subject to any open-source copyright License agreement, including, but not limited to, any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or License agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third Party of any source code with which such software component is used or compiled.
"Permitted Use" means the testing, demonstration, trial and other evaluative (but not any developmental or productive) use of the Evaluation Software, including the assessment of the Evaluation Software's compatibility with the Trial User's System, by an Authorized User for the benefit of Trial User solely for the purpose of Trial User's evaluation of the Evaluation Software to determine whether Trial User will enter into the Software License Agreement.
"Person" means an individual, corporation, partnership, unlimited liability company, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
"Representatives" means, with respect to a Party, that Party's employees, officers, directors, service Provider’s, and legal advisors.
"Software License Agreement" means the definitive agreement which will become effective contingent upon and as of the date of Trial User's decision to obtain a full license for the Evaluation Software.
"Third-Party Materials" means materials and information, in any form or medium, including any Open-Source Components or other software, documents, data, content, specifications, products, equipment or components of or relating to any of the Evaluation Materials that is not proprietary to GlobalVision.
"Usage Data" means all data, information, materials and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is Processed by, for or on behalf of Trial User by or through any device, system or network, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Evaluation Materials by Trial User or any Authorized User under or in connection with this Agreement, except that Usage Data does not include any Evaluation Materials or any data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Evaluation Software without additional user input. All output, copies, reproductions, improvements, modifications, adaptations, translations and other derivative works of, based on, derived from or otherwise using any Usage Data are themselves Usage Data.
2. EVALUATION LICENSE
GlobalVision hereby grants Trial User a worldwide, non-exclusive, non-transferable, non- sublicensable License to use the Evaluation Software as GlobalVision may deliver or make available to Trial User solely for the Permitted Use of the Evaluation Software during the Evaluation Period (the "Evaluation License"), including the rights:
(a) to install, execute and run the agreed upon number of copies of the Evaluation
Software for use by the Authorized Users; and (b) to use a reasonable number of copies of the Evaluation Software and Documentation as may be necessary or useful for the Permitted Use, including for purposes of: (i) software, hardware or system testing or evaluation; (ii) operation with other software or systems; (iii) hardware or system maintenance or repair; and (iv) data backup.
Except as and to the extent expressly permitted, or as reasonably necessary to make any use of the Evaluation Software permitted, Trial User shall not, and shall not permit others to:
(a) access or use the Evaluation Software at any time without having first receiving a
license key from GlobalVision; (b) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Evaluation Software; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to
derive or gain access to the source code, in whole or in part, directly or indirectly; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Evaluation Materials or Third-Party Materials to any Person, that is not an Authorized User; or (e) access or use any Evaluation Materials or Third-Party Materials for purposes of competitive analysis of these materials, the development, provision or use of a competing software product or service, or any other purpose that is to GlobalVision's detriment or commercial disadvantage.
3. OPEN-SOURCE SOFTWARE AND OTHER THIRD-PARTY MATERIALS
The Evaluation Software may include software, content, data or other materials, including related documentation, that are owned by Persons other than GlobalVision and that are provided to Trial User on Trial User terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). A list of all materials, if any, included in the Evaluation Software and provided under Third-party may be provided to Trial User upon written request. The terms of such Third-Party Licenses shall apply in lieu of the terms of this Agreement with respect to such software, content, data or other materials, including related documentation, that are owned by Persons other than GlobalVision. Trial User shall comply with all such third-Party License agreements and any material breach by Trial User thereof will be deemed a material breach of this Agreement.
GlobalVision reserves and retains all right, title and interest in and to the Evaluation Materials and GlobalVision's other Confidential Information, including the sole and exclusive ownership of all IP Rights relating thereto. Trial User shall and hereby does, and shall cause each of its Authorized Users to, unconditionally and irrevocably assign to GlobalVision the entire right, title and interest that Trial User or such Authorized User may have or acquire in any Evaluation Materials or any of GlobalVision's Confidential Information, including the sole and exclusive ownership of all IP Rights relating thereto.
Trial User has, reserves and retains all right, title and interest in and to the Usage Data and Trial User's other Confidential Information, including the sole and exclusive ownership of all IP Rights relating thereto. Notwithstanding the foregoing, Trial User may be asked to provide feedback regarding the use of the Evaluation Software (“Feedback”). Trial User hereby grants to GlobalVision an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any Feedback into any of GlobalVision’s products or services for any purpose.
The Evaluation Software may include or operate in conjunction with Open-Source Components or other Third-Party Materials. Ownership of all IP Rights in such Open-Source Components and other Third-Party Materials remains with the respective owners thereof, subject to GlobalVision's and Trial User's respective rights and licenses under the applicable Third-Party Licenses.
Nothing in this Agreement grants, by implication, waiver, estoppel or otherwise: (a) Trial User or any third Party any IP Rights or other right, title or interest in or to any Confidential Information of GlobalVision (including any source code or Evaluation Materials) or Third-Party Materials, except for the limited rights and licenses expressly granted to Trial User under this Agreement or, with respect to Third-Party Materials, the controlling third-Party License agreements; or (b) GlobalVision or any third Party any IP Rights or other right, title or interest in or to any of the Usage Data or Trial User's other Confidential Information.
Trial User shall not remove from, and shall cause to be affixed to or otherwise displayed in connection with, any copies of the Evaluation Materials or Third-Party Materials made by or on behalf of Trial User all copyright and other IP Rights notices accompanying or contained in these materials as received from GlobalVision.
5. COLLECTION AND USE OF INFORMATION
Trial User acknowledges that GlobalVision may, directly or indirectly, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used and any other Feedback provided by the Trial User. GlobalVision will have no responsibility or liability for: (a) the accuracy of data stored or collected; and (b) failure by GlobalVision to provide protections for such data stored or collected; and Trial User acknowledges that GlobalVision systems are not intended for management or protection of such information and Trial User assumes all risks involved.
Trial User agrees that GlobalVision may use such information for any purpose related to any use of the Software by Trial User or on Trial User’s equipment, including but not limited to:
(a) improving the performance of the Software or developing Updates; and
(b) verifying Trial User’s compliance with the terms of this Agreement and enforcing GlobalVision’s rights, including all Intellectual Property Rights in and to the Software.
GlobalVision will employ reasonable commercial information security measures in accordance with GlobalVision’s Personal Information and Data Management Policy as amended from time to time, a current copy of which is available at https://support.globalvision.co/en/articles/3016784-privacy-policy . Trial User represents and warrants that it will comply with all applicable laws relating to the protection of personal information, including without limitation, the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”), as applicable, and all applicable Canadian provincial and international privacy requirements governing the collection, use and disclosure of personally identifiable information and will process and store personally identifiable information only in accordance with applicable privacy laws.
In connection with this Agreement, each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know- how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as "confidential". Without limiting the foregoing: (a) the Evaluation Materials and source code are the Confidential Information of GlobalVision; and (b) the Usage Data are the Confidential Information of Trial User; and (c) the financial terms and existence of this Agreement are the Confidential Information of each of the Parties.
“Confidential Information” shall not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure before such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' non-compliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third Party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall throughout the Term:
(a) not access or use Confidential Information other than as necessary to exercise its
rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with this Agreement, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Agreement; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care that it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; (d) ensure compliance by its Representatives with, and be responsible and liable for
any of non-compliance by its Representatives; and (e) notify the Disclosing Party in writing immediately of any unauthorized accessing, possession or use of the Disclosing Party's Confidential Information of which it may become aware and co-operate fully with the Disclosing Party, at the Disclosing Party's expense, in any investigation or litigation relating to or arising from any of such unauthorized acts.
If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
There is no Fee for the Evaluation License, or any use by Trial User or any Authorized User of the Evaluation Materials under the Evaluation License, during the Evaluation Period. If Trial User requires more training hours than provided with the Evaluation Materials, additional training hours may be purchased from GlobalVision.
If the Evaluation Software requires the use of GlobalVision supplied hardware, all hardware will be shipped to the Trial User at Trial User’s expense. Any return of hardware for any reason whatsoever, including but not limited to Trial User’s decision not to enter into a definitive Software License Agreement, shall be shipped back to GlobalVision at Trial User’s expense. In the event that Trial User does not ship the hardware to GlobalVision within thirty (30) days after the termination or expiration of this Agreement, Trial User agrees to pay the full cost of any such hardware in its possession at GlobalVision’s then current rates.
8. TERM AND TERMINATION
This Agreement commences as of the Effective Date and will continue in effect until the expiration of the Evaluation Period and any extensions thereof unless terminated earlier pursuant to any of its express provisions (the “Term").
(a) Either Party may terminate this Agreement at any time without cause, and without incurring any obligation, liability or penalty by reason of such termination, on giving the other Party at least five (5) days prior written notice of such termination. GlobalVision may also, without any resulting obligation, liability or penalty, de- activate the Evaluation Software at any time before or after the expiration of the Evaluation Period or the expiration or termination of this Agreement, which de- activation shall constitute notice to Trial User of the termination of this Agreement.
(b) Either Party may terminate this Agreement effective upon written notice to the other Party if the other Party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured five (5) business days after the breaching Party receives written notice thereof.
(c) Either Party may terminate this Agreement in the event of a claim or other action that any Evaluation Materials or use of any Evaluation Materials infringes the rights of a third Party.
Unless the Parties have duly executed a Software License Agreement or hereafter agree otherwise in writing, upon the expiration of the Term or the termination of this Agreement:
(a) Trial User shall immediately discontinue all use of and permanently erase or cause to be erased from its and the computer systems, files and storage media of its Authorized Users, Evaluation Materials and any other Confidential Information of GlobalVision obtained, made or authorized to be made by Trial User or on Trial User's behalf.
(b) GlobalVision shall immediately discontinue all use of and permanently erase or cause to be erased from its computer systems, files and storage media all copies of the Trial User's Confidential Information obtained, made or authorized to be made by GlobalVision or on GlobalVision's behalf.
THE EVALUATION SOFTWARE MAY CONTAIN AND GLOBALVISION MAY ACTIVATE AND USE, WITHOUT ANY RESULTING OBLIGATION OR LIABILITY TO TRIAL USER OR ANY THIRD PARTY, A DISABLING DEVICE OR ENCODED COMMANDS THAT WILL PREVENT THE SOFTWARE FROM BEING USED BY UNAUTHORIZED USERS, FOR UNAUTHORIZED PURPOSES OR AFTER THE EVALUATION PERIOD. TRIAL USER SHALL NOT TAMPER WITH THIS DISABLING DEVICE OR CODE.]
9. REPRESENTATIONS AND WARRANTIES
TRIAL USER REPRESENTS, WARRANTS AND COVENANTS THAT IT IS ENTERING INTO THIS AGREEMENT AND INTENDS TO USE THE EVALUATION MATERIALS SOLELY AS A BONA FIDE POTENTIAL CUSTOMER OF GLOBALVISION AND THAT TRIAL USER WILL NOT USE OR CAUSE OR PERMIT OTHERS TO USE THE EVALUATION MATERIALS, IN WHOLE OR IN PART, TO DEVELOP, DISTRIBUTE, PROVIDE OR USE ANY PRODUCT OR SERVICE THAT COMPETES WITH THE EVALUATION SOFTWARE, OR IN OR FOR ANY PURPOSE, MANNER OR APPLICATION THAT DISADVANTAGES GLOBALVISION OR GLOBALVISION'S BUSINESS OR OPERATIONS OR DOES NOT COMPLY WITH APPLICABLE LAW.
EXCEPT FOR THE EXPRESS WARRANTIES OF TRIAL USER SET FORTH IN THIS SECTION, ALL SOFTWARE, SERVICES AND EVALUATION MATERIALS ARE PROVIDED "AS IS" AND GLOBALVISION HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND GLOBALVISION SPECIFICALLY DISCLAIMS ALL CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, GLOBALVISION MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE EVALUATION MATERIALS OR ANY SOURCE CODE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL: (i) MEET TRIAL USER'S OR ANY OTHER PERSON'S REQUIREMENTS (ii) OPERATE WITHOUT INTERRUPTION; (iii) ACHIEVE ANY INTENDED RESULT; (iv) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR (v) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION, CONDITION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN TRIAL USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
10. LIMITATIONS OF LIABILITY
IN NO EVENT WILL GLOBALVISION OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, CONTRACTS, REVENUE, PROFIT; (b) BUSINESS INTERRUPTION OR IMPAIRMENT; (c) ANY USE OF OR INABILITY TO USE THE EVALUATION SOFTWARE OR OTHER EVALUATION MATERIALS; (d) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF GLOBALVISION AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $1000.00 USD. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties.
Governing Law and Forum Selection. This Agreement is governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision, principle or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the courts of the Province of Quebec, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under this Agreement would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at Law, in equity or otherwise.
Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay of performance if caused by or results from acts beyond the obligated party’s reasonable control, including without limitation: acts of God; flood, fire, earthquake, tsunami or explosion; electrical, internet or telecommunication outage that is not caused by the obligated party; acts of war, terrorism, hostility, sabotage, invasion, riot or other civil unrest; government restrictions (including cancellation of export licenses), actions, embargoes or blockades in effect on or after the date of this Agreement; other events outside the reasonable control of the obligated party; or national or regional emergency (each of the foregoing, a “Force Majeure Event”).
Entire Agreement. This Agreement, all schedules and exhibits attached hereto, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between GlobalVision and Trial User with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
Assignment. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of this Agreement is void. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Amendment; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Export Controls. Each party agrees to comply fully with all relevant export laws and regulations of Canada, United States, and Europe and any other applicable export laws and regulations to ensure that the Software is not exported directly, or indirectly, in violation of such laws. Trial User shall not export the Software to any individual, entity or country prohibited by applicable law or regulation. Trial User remains responsible, at its own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software.
Beta Software. If the Software has been identified by GlobalVision as “Beta” Software, then the provisions of this section apply and shall supersede any other conflicting term of this Agreement. Trial User’s royalty-free, nontransferable, limited license to use the Beta Software, for evaluation purposes only, is limited to sixty (60) days unless otherwise agreed to in writing by GlobalVision. The Beta Software may contain errors or other problems that could cause system or other failures and data loss. Consequently, Beta Software is provided “AS IS” and Trial User disclaims any warranty or liability obligations to Trial User of any kind. Support may not be available for Beta Software. Any information about the Beta Software gathered from its use shall be used solely for evaluation purposes and shall not be provided to any third parties. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, GLOBALVISION’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS UNDER THIS AGREEMENT RELATED TO EVALUATION OR BETA SOFTWARE, OR IN CONNECTION WITH EVALUATION SOFTWARE, SHALL BE LIMITED TO THE SUM OF FIFTY ($50) U.S. DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN TOTAL.
Language. The Parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les Parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, y compris tous avis, annexes et autorisations s'y rattachant, soient rédigés en langue anglaise seulement.
If you have any questions about these Terms or any other agreement found at globalvision.co, please contact us by email using the following address: [email protected]