This Socilogica End-User License Agreement ("Agreement") is a legal agreement between you and Socilogica for Socilogica software application purchased, downloaded and/or licensed through an online source ("Source"). These product(s) may include associated software components, media, printed materials, and "online" or electronic documentation (collectively, the "Application"). As used in this Agreement, the words "Socilogica," "we," "us" and "our" means Socilogica Technology Ltd. and its affiliated companies. The words "you" and "your" means each person who downloads or uses the Application. Even though you may have purchased or licensed this Application through a Source, the Source is not a party to this End User License Agreement ("Agreement") and has no obligations to you in connection with the Application. By using the Application, you agree to be bound by the terms of this Agreement. This Agreement represents the entire agreement concerning the licensing of the Application between you and us, and it supersedes any prior proposal, representation, agreement, negotiation, offer, counteroffer, acceptance, understanding, or any contrary terms between you and us. If you do not agree to the terms of this Agreement, you are not authorized to download, operate, or otherwise use the Application.
Subject to the terms of this Agreement, we hereby grant to you a limited, personal, revocable, non-exclusive, license and right to use the Application.
(a) Distribution. The license granted to you may not be sold, assigned, transferred, sublicensed, rented or lent to anyone else. Any such sale, assignment, transfer, sublicense, rental or loan is void and of no legal effect. The Application is licensed for your personal use only.
(b) Prohibition on Modification, Reverse Engineering, Decompilation, and Disassembly. You may not modify, reverse engineer, decompile, or disassemble the Application, except and only to the extent that such activity is expressly permitted by applicable law.
(c) Updates and upgrades. We may, but are not required to add additional features or functions or provide programming fixes, updates and upgrades, to the Application. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Application. You also agree that we may require you to enter into a revised version of this Agreement as a condition of downloading, installing or using a new version of the Application.
(d) Support Services. We may in our sole discretion provide you with support services related to the Application (“Support Services”). However, we are not required to provide Support Services unless otherwise required by applicable law. We will not be in default if we fail to provide or discontinue any Support Services. Any supplemental software code we provide to you in connection with any Support Services is deemed to be part of the Application, is our sole property, and will be subject to the terms and conditions of this Agreement.
Socilogica support may be reached by email at email@example.com. The Source has no obligation whatsoever under any circumstances to furnish any maintenance and/or support services with respect to the Application. You agree that you will look solely to us in connection with any Support Services.
(e) Use In Accordance with Policies of Service Provider or Retailer. You agree to use this Application in accordance with the policies of any Service Provider or Retailer with whom you may engage in transactions, as such policies may be in effect from time to time.
(f) Compliance with Applicable Laws. You will comply fully with all applicable laws regarding use of the Application.
The term of this Agreement will begin when you download the Application and will continue for so long as you have in your possession or control any copies of the Application or you are terminated. Without prejudice to any of our rights, we may unilaterally terminate or modify this Agreement at any time and for any reason or for no reason, with no notice to you. For example, but without limitation, we may terminate this Agreement and your rights to use the Application if we, in our sole determination, stop supporting or maintaining the Application, cease to provide updates, no longer offer the Application for license, or believe you have failed to comply with the terms and conditions of this Agreement. If we terminate this Agreement, you must promptly destroy all copies of the Application in your possession, and you must remove the Application from all mobile devices, hard drives and other storage media in your possession or under your control. If we determine that a modification of the Agreement will materially affect your rights in connection with the Application, we will notify you by sending an email message to the email address we have on file for you. We will have no liability to you if you do not receive our notification.
The Application is licensed, not sold. As between you and us, all right, title and interest, including but not limited to copyrights, in and to the Application and any copies of the Application are our sole and exclusive property and/or any principals for which Socilogica serves as an agent or authorized delegate. As between you and us, all title and intellectual property rights in and to the content which may be accessed through use of the Application is our property and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content except as expressly and unambiguously set forth in this Agreement. You will not take any action to jeopardize, limit or interfere with our rights under this Agreement. You acknowledge and agree that any unauthorized use of the Application is a violation of this Agreement and applicable intellectual property laws. You agree that all title and rights in and to any third party content is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. We reserve all rights not expressly granted by this Agreement. You must not remove or alter any copyright notices or other notices pertaining to intellectual property rights on any copies of the Application.
SOCILOGICA, ITS LICENSORS AND ANY SERVICE PROVIDERS OR RETAILERS ACCESSIBLE THROUGH THE USE OF THE APPLICATION EXPRESSLY DISCLAIM ANY WARRANTY IN, TO, OR FOR THE APPLICATION. THE APPLICATION IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. YOU EXPRESSLY WAIVE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONTINUOUS OPERATION. SOCILOGICA MAKES NO WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT USE OF THE APPLICATION, INCLUDING ANY PURCHASE OR POINTS OR REWARDS REDEMPTION TRANSACTION, WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE, OR THAT ANY DEFECTS IN THE APPLICATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED, TRANSMITTED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE APPLICATION IS AT YOUR SOLE RISK AND DISCRETION. SOCILOGICA WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ASSUME THE ENTIRE RISK ASSOCIATED WITH OPERATION OF THE APPLICATION.
SOCILOGICA, ITS LICENSORS AND ANY SERVICE PROVIDERS OR RETAILERS DISCLAIM ANY WARRANTY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE APPLICATION. SOCILOGICA, ITS LICENSORS AND ANY BILLERS WITH WHOM YOU ENGAGE IN TRANSACTIONS USING THE APPLICATION EXPRESSLY DISCLAIM ANY WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. SOCILOGICA, ITS LICENSORS AND ALL BILLERS FURTHER EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION TO ANY THIRD PARTY WHO MAY OPERATE OR OTHERWISE UTILIZE THE APPLICATION.
YOU SPECIFICALLY ACKNOWLEDGE THAT USING THE APPLICATION TO CONDUCT FINANCIAL TRANSACTIONS INVOLVES ADDITIONAL RISKS. FOR EXAMPLE, SENSITIVE PERSONAL OR FINANCIAL DATA THAT IS TRANSMITTED FROM OR TO A MOBILE DEVICE MAY BE INTERCEPTED AND USED BY THIRD PARTIES WITHOUT YOUR KNOWLEDGE. BY USING THE APPLICATION, YOU ASSUME ALL SUCH RISKS AND AGREE THAT SOCILOGICA AND ANY SERVICE PROVIDERS OR RETAILERS WILL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY LOSS OR THEFT (INCLUDING IDENTITY THEFT) OCCURRING AS A RESULT OF SUCH ADDITIONAL RISKS.
To the maximum extent permitted by applicable law, the Source is not a party to this Agreement or your purchase or license of the Application, makes no warranties, and has and will have no warranty obligation or other obligation whatsoever with respect to: (i) the Application; and/or (ii) any claims, losses, liabilities, damages, costs, and/or expenses attributable to the Application, including but not limited to any arising from claims of infringement of intellectual property or personal rights, products liability, and/or failure of the Application to perform, execute, or conform to any standard.
IN NO EVENT WILL SOCILOGICA, ITS LICENSORS, ANY SERVICE PROVIDERS OR RETAILERS OR ANY SOURCE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE APPLICATION, OR THE USE OR INABILITY TO USE THE APPLICATION BY ANY THIRD PARTY THAT MAY HAVE ACCESS TO THE APPLICATION BY OR THROUGH YOU, EVEN IF SOCILOGICA, ITS LICENSORS, ANY SERVICE PROVIDERS OR RETAILERS OR ANY SOURCE HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO WHETHER SUCH DAMAGES, OR CLAIMS OF DAMAGES ARISE BASED IN CONTRACT, TORT OR OTHERWISE. SOCILOGICA ITS LICENSORS, ANY SERVICE PROVIDERS OR RETAILERS OR ANY SOURCE WILL HAVE NO LIABILITY WITH RESPECT TO THE ALL OR ANY PART OF THE CONTENT OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO, ERRORS OR OMISSIONS, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. SOCILOGICA'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE GREATER OF ONE DOLLAR (CAD $1.00) OR THE TOTAL AMOUNT PAID, IF ANY, BY YOU FOR THE APPLICATION. THIS LIMITATION OF LIABILITY MAY NOT BE ENFORCEABLE IN CERTAIN JURISDICTIONS, OR UNDER CERTAIN CIRCUMSTANCES, AS A MATTER OF LOCAL LAW, AND IS NOT INTENDED TO REPLACE OR SUPERCEDE LOCAL LAW.
You agree to indemnify, defend and hold harmless Socilogica, its affiliates, directors, officers, employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from (i) any negligent acts, omissions or willful misconduct by you, (ii) your use of the Application, (iii) any breach of this Agreement by you, and/or (iv) your violation of any law or of any rights of any third party. The provisions of this section are for the benefit of Socilogica and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers. Each of these individuals or entities expressly retains the right to assert and enforce those provisions directly against you on its own behalf. You acknowledge that if any third party claims that your possession and use of the Application infringes upon that third party's intellectual property rights, Socilogica, and not any third-party, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
As a material inducement to Socilogica entering into this Agreement with you, you represent to Socilogica that: (i) you have the full and unrestricted capacity and legal right to enter into agreements; (ii) you are not located in a country that is subject to a Canadian or U.S. government embargo or has been designated by the Canadian or U.S. government as a "terrorist nation"; and (iii) you are not listed on any Canadian or U.S. government list of prohibited or restricted parties. You also acknowledge that the Application may be subject to other Canadian, U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable Canadian, U.S. and foreign laws as well as end-user, end-use, and destination restrictions imposed by Canadian, U.S. and foreign governments.
The Application is a "Commercial Item", as that term is defined at 48 C.F.R. §2.101. It is being licensed to Canadian and U.S. Government end users only with the same rights as those granted to other end users under this Agreement.
If any part of this Agreement is held invalid or unenforceable, the remaining portions will remain in full force and effect. The failure of Socilogica to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Subject to any restrictions on transfer and assignment described above, this Agreement will be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives. The provisions of this Agreement relating to copyrights, intellectual property ownership, restrictions on use, disclaimers of warranties, limitations of liability and indemnification will survive any termination of this Agreement for any reason. This Agreement which cannot be changed except by a written agreement executed between you and Socilogica. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia in the country and Canada. You submit to the jurisdiction of the courts in the Province of British Columbia.