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Software Terms and Conditions

Software License

IRD hereby grants the Licensee a non-exclusive, non-transferable license to use the software provided by IRD, whether provided on storage media, in firmware, electronically or provided as updates via electronic or any other media.

  • This license includes the license to use any related documentation for description, use, operation or maintenance of Licensed Software.
  • The Licensed Software may be preinstalled on equipment provided by IRD as part of an equipment or system purchase agreement or contract, or it may be provided separately to the Licensee.
  • If the Licensed Software is provided separately to the Licensee, this License allows the Licensee to
    • use the Licensed Software in the Licensee’s workplace on one computer or at a specific site as required with IRD’s or the Licensee’s electronics. The Licensed Software is in use on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk) of that computer.
    • Make one copy as back-up.
  • The License is single-use and does not allow the Licensee to install the Licensed Software at several sites or on several computers unless explicitly approved by IRD in writing.
  • Title to the Software is not transferred to the Licensee by this grant of license. Ownership and title to the Licensed Software and Documentation including any copy(ies) of updated Software or Documentation on any storage media or device, including without limitation, any floppy disk, CD, DVD, memory device, computer, network, etc., are retained by IRD.

COPYRIGHT

The Licensed Software and Documentation are owned by IRD or its licensors and are protected by Canadian and International copyright laws and international treaty provisions. Licensee shall not make unauthorized copies of the Licensed Software. All backup copies of the Licensed Software must contain the applicable copyright notice. Licensee shall not rent, disclose, publish, assign, lease, sublicense, create derivative products, market, transfer or use the Licensed Software in any manner not expressly authorized by this License.  Derivation or attempted derivation of the source code or structure of all or any portion of the Licensed Software by reverse engineering, decompiling, disassembly, or any other means and/or creating derivative works based on the Software are prohibited.

OWNERSHIP

The IRD Software is owned by International Road Dynamics Inc. and/or its 3rd party licensors. IRD warrants that is has the legal right to license the use of the Licensed Software.

SOFTWARE LIMITED WARRANTY

At time of delivery to the Licensee and for a period of twelve (12) months thereafter IRD warrants (i) that the Licensed Software will conform, in all material respects, to the functional capacities described in the Documentation, when used as instructed and on the designated computer and operating system, (ii) that Documentation contains necessary information to use the Software; and, (iii.) that the media on which the Software is supplied shall be free from defects in material and workmanship. In any event, IRD makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free, that all non-conformities can or will be corrected, or that the Software will meet or satisfy its intended use, requirements, or expectations.

LIMITATION OF LIABILITY. THE SOFTWARE AND RELATED MATERIALS COVERED UNDER THIS AGREEMENT ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THESE STANDARD TERMS AND CONDITIONS. NO OTHER WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING BY LAW, CUSTOM OR CONDUCT, SHALL BE APPLICABLE TO THIS HOSTING AGREEMENT. THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. IN NO EVENT SHALL IRD HAVE ANY LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THIS AGREEMENT OR FROM ANY OTHER CAUSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


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