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Software License Terms and Conditions

THE FOLLOWING LICENSE AGREEMENT CONTAINS VERY IMPORTANT INFORMATION ABOUT LICENSEE’S RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. BY PURCHASING THE SOFTWARE, INSTALLING IT, USING IT, CLICKING THE “ACCEPT” BUTTON OR AUTHORIZING ANY PERSON TO DO ANY OF THE FOREGOING ON LICENSEE’S BEHALF, EITHER IMPLICITLY OR EXPRESSLY, LICENSEE IS ACCEPTING TO BE BOUND AND BECOME A PARTY TO THIS AGREEMENT. IF FOR ANY REASON LICENSEE CANNOT ACCEPT THE TERMS AND CONDITIONS HEREOF, LICENSEE IS REQUIRED TO RE-PACKAGE THIS ITEM IN ITS ENTIRETY, DESTROY ANY COPY THEREOF, IMMEDIATELY CEASE USAGE OF THE SOFTWARE AND RETURN TO MIRCOM.

IN CONSIDERATION of the mutual premises and covenants contained in this License Agreement (the “Agreement”), the parties hereto agree as follows:

ARTICLE 1 - APPLICABLE TERMS AND CONDITIONS

1.1. Parties. In this document “Licensee” means the person or company that is being licensed to use the Software and “Mircom” means the Mircom entity that is identified as the contracting entity, in accordance with the provisions of the standard terms and conditions that are incorporated herein by reference as set out in section 6.1.

1.2. Deemed Acceptance. By purchasing the Software, downloading it, installing it, using it, clicking the “Accept” button or authorizing (implicitly or expressly, verbally or in writing) any person, including Mircom, to do any of the foregoing on Licensee’s behalf, Licensee is accepting to be bound and become a party to this Agreement (“Acceptance”). For clarity and without limiting the generality of the foregoing, Licensee acknowledges that Mircom’s Acceptance on Licensee’s behalf would be required if Licensee purchases from Mircom hardware including a Software component that is downloaded or installed by Mircom prior to delivery of the hardware to Licensee. If for any reason Licensee cannot accept the terms and conditions hereof, it shall immediately cease usage of the Software, where applicable re-package the product accompanying the Software, destroy any copy of the Software and consult the provisions of Mircom’s Standard Terms and Conditions applicable to returns.

Article 2 - LICENSE GRANTED

2.1. License and Rights. In consideration of the mutual covenants and subject to the provisions contained in this Agreement, Mircom hereby grants to Licensee a revocable, limited, non-exclusive License to use the Software, only in accordance with the terms and conditions of this Agreement and not in any manner that is not expressly authorized by this Agreement (the “License”).

2.2. Mircom Obligations. Upon Licensee’s Acceptance of the provisions of this Agreement, Mircom will permit Licensee to download a copy of the most current version of the Software for use in accordance with this Agreement.

2.3. Software Updates. From time to time, Mircom may but shall have no obligation to provide Licensee with updates to the Software as Mircom may consider necessary. In each case, it is solely Licensee’s responsibility to download and implement the updates that are made available to Licensee.

2.4. Ownership. Licensee acknowledges and agrees that the ownership of the Software and all subsequent copies or revisions thereof, regardless of the form or media, is exclusively held by Mircom. The Software is licensed for use only in connection with Mircom’s products and specifications provided to Licensee by Mircom.

Article 3 - Restrictions

3.1. Condition Precedent to Grant of License. Licensee agrees and acknowledges that Mircom may from time to time specify to Licensee that prior to the Software being made available to Licensee the Licensee shall complete a certification training program to be specifically identified by Mircom, pertaining to the Software and related products. In such case, Licensee shall undergo such certification training program as a condition precedent of being granted the License. Licensee further acknowledges that the completion of additional training may be required from time to time, upon expiry of Licensee’s certification or otherwise when Mircom may deem it appropriate or necessary to require Licensee’s completion of such additional training or certification.

3.2. Restrictions. Licensee shall use the Software in compliance with the terms of this Agreement only, for the purposes set forth herein and expressly agree that it DOES NOT have the following rights:
     (a) own title or transfer title to Software to another person;
     (b) distribute or sublicense or otherwise make or provide copies of the Software or any rights in relation to it to any person;
     (c) pledge, hypothecate, alienate or otherwise encumber the Software howsoever; or
     (d) modify, enhance, reverse engineer, decompile, disassemble or create derived forms of the Software.

3.3. Successors and Assigns. Licensee may not assign Licensee’s rights and duties under this Agreement to any person at any time, howsoever, including as a result of a corporate merger, change of ownership, amalgamation, divestiture or asset sale, in the event of Licensee’s breach of which any such transfer shall be deemed void. This Agreement will enure to the benefit and will be binding on Mircom and Mircom’s respective successors and permitted assigns.

3.4. Enforcement of Restrictions. Mircom shall have the right to inspect and enforce the restrictions and covenants contained in this Agreement at Licensee’s sole expense, and Licensee hereby agree to promptly notify Mircom of any known or suspected violations of such restrictions.

Article 4 - COPYRIGHT, TRADEMARKS, CONFIDENTIAL INFORMATION

4.1. Copyright. The Software, including any documentation, media, packaging, illustrations and ancillary property is copyrighted and constitutes Mircom’s valuable property. Licensee agrees that all physical manifestations of the Software will display Mircom’s copyright notice in a conspicuous manner. The Software is protected under Canadian copyright laws and applicable international treaty provisions.

4.2. Trademarks. Certain logos, product names and trade-marks owned by Mircom may be contained within the printed materials and electronic manifestations of the Software. Licensee shall have no right to use such marks in its end-user application without the prior express written consent of Mircom, signed by Mircom’s authorized representative.

4.3. Consent to Use Data. Mircom may from time to time collect and use technical data and related information, including but not limited to technical information about Licensee’s device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of any software updates, product support and other services to Licensee. Mircom may use this information, as long as it is in a form that does not personally identify Licensee, to improve its products or to provide services or technologies. Mircom and its affiliates, service providers, suppliers, and dealers are permitted at any time and without prior notice to remotely push software and firmware updates, enhancements, changes, modifications, additional functionality or bug fixes. Licensee hereby expressly consents to the foregoing and releases Mircom and its affiliates, service providers, suppliers, and dealers from any and all liability arising from such action.

4.4 Confidentiality. Licensee acknowledges and agrees that the existence of this Agreement, the terms and conditions hereof, the transactions contemplated hereby and other information, including, without limitation, customer, technical and financial information that it has received or will receive in connection with this Agreement, is considered private and confidential (the “Confidential Information”). Licensee shall use reasonable diligence and in no event less than the degree of care which it uses in respect to Licensee’s own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any person. Such Confidential Information will exclude (a) information that is already in the public domain at the time that Licensee enters into this Agreement without a breach of any obligations to Mircom; (b) information that is, demonstrably, already within Licensee’s knowledge at the time of its disclosure to Licensee by Mircom, without the breach of any obligation to Mircom; (c) information that Licensee is obligated to produce to a court of competent jurisdiction, provided that Licensee promptly notifies Mircom of such an event so that Mircom may seek an appropriate protective order.

Article 5 - TERM AND TERMINATION

5.1. Term and Termination. This Agreement will come into force and effect on the date of Licensee’s Acceptance until terminated in accordance with the provisions of this Agreement.

5.2. Automatic and Immediate Termination. The License shall automatically and immediately terminate in the event of Licensee’s breach of any of the provisions of this Agreement.

5.3. Consequences of Termination. In the event of termination of the License in accordance with this Agreement, Licensee shall immediately cease any use or application of the Software and/or any duplicate thereof, destroy the Software and/or any duplicate thereof and certify to Mircom in a signed written statement that Licensee’s foregoing obligations have been complied with.

Article 6 - ENTIRE AGREEMENT

6.1. Standard Documents, Incorporated by Reference. This Agreement is subject to the terms and conditions contained in the following standard documents, which are hereby incorporated into this Agreement by reference, shall form an integral part hereof and supplements the provisions of this Agreement in all respects, except to the extent of a discrepancy between any of the foregoing standard documents and specific provisions of this Agreement in relation to Licensee’s purchase of the Software, in which case the discrepancy shall be resolved by giving precedence to the provisions of this Agreement:

Standard Document Available At:
Standard Terms and Conditions https://www.mircom.com/purchase-terms-and-conditions
Standard Warranties https://www.mircom.com/product-warranty


6.2. Entire Agreement. Subject only to section 6.1, this Agreement constitute the entire terms and conditions between Mircom and Licensee with respect to the within subject matter.