READ CAREFULLY: SOLSYS LICENSES THIS PROGRAM, TOOL, PLUG-IN, ADD-ON, TECHNICAL ADD-ON, APPLICATION, SOLUTION, LIBRARY, CONTENT, DATA, EXAMPLE MODULE, FILES, COMMAND, SERVICE OR OTHER ITEM OR MATERIAL (THE “APP”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD THE APPLICATION.
The apps made available through SOLSYS Labs (defined as SOLSYS online directory or download platform) are licensed, not sold, to you. You agree that the terms of this Agreement will apply to each App you license through Solsys.
License. Subject to the terms and conditions of this Agreement, Solsys grants to you a worldwide, non-exclusive, non-transferable, non-sublicensable license to download and use the App for your internal business purposes and only in connection with the specific Solsys software product or web-based or hosted service identified in materials distributed with the App, with which such App was designed to operate (“Solsys Software”). Solsys and its licensor(s) own all rights, title and interests to the App, including all intellectual property rights related thereto.
Additional Rights and Restrictions. You may copy, modify and redistribute the App or any portions thereof, subject to your compliance with the terms and conditions of this Agreement and particularly the following restrictions: (a) you must distribute the App only as part of an extension, add-on, plug-in, example module, configuration files, function or application developed by you (“Extension”) and solely for the purpose of running your Extension in connection with the Solsys Software; (b) any proprietary legends or notices contained in or on the App or any portions thereof cannot be removed or altered; (c) you must comply with any restrictions or requirements for the third-party software (including any open source libraries) included in the App or any portions thereof; (d) you must give appropriate credit to Solsys and indicate if any changes were made to the App in the Extension; (e) you do not make any statement that the Extension is certified or that its performance is guaranteed by Solsys; and (f) you agree to defend and indemnify Solsys and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys’ fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of the Extension.
Warranty. THE APP IS FURNISHED ON AN “AS IS” BASIS, AND SOLSYS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOLSYS SPECIFICALLY DOES NOT WARRANT THAT THE APP WILL MEET YOUR REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; THAT THE OPERATION OF THE APP WILL BE ERROR-FREE OR UNINTERRUPTED, ACCURATE, USEFUL, RELIABLE, OR COMPLETE; OR THAT ALL ERRORS OR DEFECTS IN THE APP WILL BE CORRECTED. NEITHER SOLSYS NOR ITS LICENSOR SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE APP. YOU USE THE APP AT YOUR OWN RISK.
Limitation of Liability. UNDER NO CIRCUMSTANCES WILL SOLSYS OR ITS LICENSOR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, USE, REVENUE, OR DATA OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY) ARISING OUT OF OR IN CONNECTION WITH USE OF THE APP, WHETHER OR NOT SOLSYS OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE LIABILITY OF SOLSYS OR ITS LICENSOR ARISING OUT OF OR RELATING TO THE APP WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU (IF ANY) FOR SUCH APP.
General. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario (and, to the extent controlling, the federal laws of Canada, without reference to the conflicts-of-laws rules thereof). The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement. This Agreement constitutes the entire agreement between Solsys and you with respect to the App and may not be modified except by a written instrument executed by you and an authorized representative of Solsys.