EULA | CoreLogic | Symbility

FORM OF END USER LICENSE AGREEMENT

PART A – NOTICE TO ALL USERS

This license agreement (“License Agreement”) pertains to the use of certain Symbility (as defined below) Software (as defined below) and systems and only provides a right, on the terms and conditions set out in this License Agreement, for a single user to access and use the Software. In this License Agreement, “use” or “using” means to access, install, download, copy or otherwise benefit from using, the functionality of the Software.

BY ENTERING INTO THIS LICENSE AGREEMENT YOU ARE AGREEING, ON YOUR OWN BEHALF AND ON BEHALF OF ANY LEGAL ENTITY THAT YOU REPRESENT, TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. TO THAT END, IN THIS LICENSE AGREEMENT, THE TERM “you” AND “your” AND ALL SIMILAR WORDS REFER TO THE USER OF THE SOFTWARE AND THIS LICENSE AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED.

THIS IS AN IMPORTANT LEGAL AGREEMENT. BY CONTINUING WITH THIS REGISTRATION AND CLICKING THE “I AGREE” BUTTON BELOW OR BY YOUR FIRST USE OR ACTIVATION OF ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT IN THEIR ENTIRETY AND YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS LICENSE AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MAY NOT USE THE SOFTWARE AND MUST IMMEDIATELY CEASE ANY SUCH USE.

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.

For the purposes of this License Agreement, (a) “Licensee Data” means the data and information submitted or stored by you in respect of the Services, the Software and the Symbility Systems (as defined below) and shall constitute your confidential information, and (b) “Services” means any services provided to you by Symbility in connection with the utilization of the Software and Symbility Systems. Where the word “include”, “includes” or “including” is used, it means “include”, “includes” or “including”, in each case, “without limitation”.

PART B – TERMS AND CONDITIONS

Symbility Entity and Governing Law.
1. If the Software is obtained by you, or on your behalf, when you, or the person who obtains the Software on your behalf, are in any country other than the United States or if you are an employee of a company that is a party to a software license and services agreement with Symbility which covers your use of the Software (a “Master Agreement”) and Symbility Solutions Inc. is a party to the Master Agreement, then:
  1. all references to “Symbility” in this License Agreement shall refer to “Symbility Solutions Inc.” and this License Agreement will be an agreement between you and Symbility Solutions Inc.; and
  2. this License Agreement will be governed by and construed in accordance with the substantive laws in force in the Province of Ontario and the courts of Ontario shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
2. If the Software is obtained by you, or on your behalf, when you, or the person who obtains the Software on your behalf, are in any country other than the United States or if you are an employee of a company that is a party to a software license and services agreement with Symbility which covers your use of the Software (a “Master Agreement”) and Symbility Solutions Inc. is a party to the Master Agreement, then:
  1. all references to “Symbility” in this License Agreement shall refer to “Symbility Solutions Inc.” and this License Agreement will be an agreement between you and Symbility Solutions Inc.; and
  2. this License Agreement will be governed by and construed in accordance with the substantive laws in force in the Province of Ontario and the courts of Ontario shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
License Agreement Terms.This License Agreement is a legal agreement between you and Symbility. You are accessing and/or activating software and associated materials, content, and documentation (including any MSB Data (as defined below) included therein or delivered therewith) that have been created by, or on behalf of Symbility, its affiliates, or its licensors (collectively the “Software”) which is made available to you by, or on behalf of, Symbility and/or which will be used by you on the Symbility website at www.symbilitysolutions.com (the “Website”). The Website is hosted on Symbility, or third party, computer systems (together with the Website, the “Symbility Systems”). By clicking on the “I Agree” button below or using the Software, as applicable, you are acknowledging that you have read and understood this License Agreement, and agree to be bound by its terms and conditions.
Grant of License to Use the Software.
1. Subject to the terms and conditions hereof, Symbility hereby grants to you, for the term of this License Agreement, a non-exclusive, non-transferable, non-sublicensable license to use the Software in the Territory, as such Software is delivered to you, solely as an end user, and solely for the purpose of generating replacement cost or actual cash value estimates in connection with damage appraisal for residential and commercial properties using the Software.
2. Use of some third party materials included in the Software or Symbility Systems may be subject to other terms and conditions typically found in a separate license agreement or “Read Me” file located near such materials.
3. For the purposes of this License Agreement, “Territory” means the country where, as applicable, (a) the Software obtained by you, or on your behalf, or (b) your regular place of business as an employee of a company that is a party to a Master Agreement is.
Ownership of Software and Symbility Systems.
1. The Software contains and/or embodies copyrighted material, trade secrets, inventions and/or other proprietary material and intellectual property of Symbility, its affiliates and/or its licensors. You acknowledge that the Software was developed, coordinated, arranged, compiled, prepared and maintained by Symbility or its licensors through the application of methods and standards of judgment used and developed through the expenditure of considerable work, time and money, and constitutes valuable property and trade secrets of Symbility and its licensors. You shall not disclose or provide the Software to any other entity or use the Software or permit the Software to be used for any purpose other than the purpose expressly authorized in Section 3 of this License Agreement. You further agree to protect the copyright and all other proprietary rights of Symbility and its licensors in the Software both during and after the term of this Agreement by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use and unauthorized disclosure of the Software as you use to protect your own confidential and/or proprietary information or data. All title, intellectual property rights and ownership rights in the Software and the Symbility Systems (including any upgrades) remain with Symbility, its affiliates and its licensors, as applicable.
2. Except as expressly provided by this License Agreement, no licenses or rights (including rights to maintenance or updates) are granted, expressly, or by implication, or estoppel or otherwise to you, and Symbility reserves all rights with respect to the Software and the Symbility Systems not expressly granted in this License Agreement.
3. Symbility does not sell any rights in the Software, but rather grants to you the right to use the Software in accordance with the terms and conditions hereof.
4. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
Confidential Information.You will keep the Software and all other confidential information provided to you by Symbility during the term of this License Agreement (collectively, “Confidential Information”) strictly confidential and only use such Confidential Information solely for the purposes outlined in and permitted under this License Agreement. You further agree to protect all Confidential Information during the term of this License Agreement by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use and unauthorized disclosure of the Confidential Information as you use to protect your own confidential and/or proprietary information or data.
Activation and Privacy Information.By registering to use this Software, you consent to the collection and processing of information that you are requested to provide during the registration process. All of this information is collected by Symbility and handled pursuant to the terms of its Privacy Policy, a copy of which is located at https://www.symbilitysolutions.com/privacy-policy/ on the Symbility website (www.symbilitysolutions.com) under the hyperlink labeled “Privacy Policy”. You hereby grant to Symbility the right to use the Licensee Data to provide other clients and customers comparative data on the use of the Software, provided that such Licensee Data is used in a form which in no way discloses any personal or identifiable information on any individual, and provided further that the you have the right at any time, on written notice to Symbility, to withdraw such consent to so use the Licensee Data in respect of any such Licensee Data not provided to Symbility prior to such notice.You grant to Symbility the right to provide the Licensee Data:
1. and to reproduce, adapt, modify, translate and distribute Licensee Data to third party Symbility service providers for the sole purpose of enabling Symbility to provide and improve the Software and the Symbility Systems; and
To the extent you are a member of a franchisee, carrier or contractor network, you hereby further grant to Symbility the right to provide the Licensee Data to the applicable third party franchisor, carrier or contractor unless you withdraw such consent upon written notice to Symbility.

You represent and warrant to Symbility that you have all right, title and interest in the Licensee Data as required to exercise your rights under this License Agreement and that you have all right, title and interest in the Licensee Data as required to permit Symbility to provide the Software, Services and the Symbility Systems under this License Agreement in relation to the Licensee Data.

Notwithstanding any other provision of this License Agreement, upon termination or expiration of this License Agreement, Symbility may retain Licensee Data in a form which in no way discloses any personal information for the for the sole purpose of enabling Symbility to provide and improve the Services.
Restrictions.
1. Except as expressly permitted in this License Agreement in order to carry out the license granted in Section 3, you shall not sell, transfer, license or sublicense, distribute, replicate, reproduce, perform or display the Software or the license granted herein. In no event shall you reverse engineer, disassemble, reverse compile or otherwise reduce to human readable form or seek to create or derive the source code from the object code of the Software, emulate the functionality, modify or create derivative versions of the Software, in whole or in part, in each case without the express prior written consent of Symbility, and its licensors, as applicable. In addition to all prohibitions contained elsewhere in this License Agreement, you shall not:
  1. use the Software or any portion thereof to create any tool or software product that can be used to create software applications of any nature whatsoever or use the Software or the Symbility Systems in any unlawful manner whatsoever;
  2. rent, lease, loan, export, assign, or otherwise provide access to the Software or the Symbility Systems in whole or in part, on a temporary or permanent basis, or otherwise allow any party other than you to access the Software;
  3. use the Software or any other Symbility intellectual property, or the Symbility Systems except as expressly authorized in this License Agreement;
  4. combine the Software with any other works, including any software governed by an open source license;
  5. remove, alter, cover, obfuscate, and/or otherwise deface any proprietary notices in or on the Software or the Symbility Systems; and
  6. you shall take all reasonable precautions to prevent third parties from using, accessing or copying the Software or the Symbility Systems, as applicable, including (A) maintaining the Software in a secure location and manner and restricting access to the Software to you, as an end-user, in accordance with Section 3, and (B) implement industry standard measures and use commercially reasonable efforts to prevent unauthorized access to the Software by any person, including by implementing industry standard measures for data security.
2. You further agree that you shall not tamper with the Software or the Symbility Systems or undertake any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, or assisting the bypassing, defeating or circumventing of) proper and/or secure access or operation of the Software or the Symbility Systems and/or any processes or mechanisms operatively linked to the Software or the Symbility Systems.
3. You agree that you shall exercise commercially reasonable care and diligence not to pass any computer virus, worm, bug or other computer infection to Symbility. You further agree to adopt and implement commercially reasonable preventative procedures to comply with your obligations under Section 3 of this License Agreement.
4. You acknowledge and agree that all Data is for informational purposes only. It is your responsibility to ensure that the estimates produced by each Transaction include pricing that is consistent with components, including actual materials, equipment, and labor pricing. “Data” means any applicable pricing information in an organized format for the specific limited purpose of estimating fixed residential and/or commercial structural remodel and repair costs and, as applicable, contents estimating. “Transaction” means information relating to a distinct claim, job file, loss referral and/or record input into the Software, as identified by a unique identifier within the Software, which is enhanced, processed or manipulated using the Software, which processing may include attaching a diagram, general items box, photo, document and/or form, to generate a costs estimate.
Protection of Personal Information.
1. You agree to afford any and all Personal Information (where “Personal Information” means any and all information that relates to or identifies an individual or can be used to identify an individual) reasonable industry standard security with regard to transfer and storage, to protect against any threats or hazards to the security or integrity of such information, to protect against unauthorized access to or use of such information and to protect against accidental loss or destruction of, or damage to such information.
2. You further agree that any transfer of Personal Information will comply with all applicable data protection laws and regulations and that you will obtain all consents necessary to process or store such information in accordance with applicable law.
Infringement. If you learn that a third party is infringing, potentially infringing or misappropriating any of Symbility or its licensors’ intellectual property rights relating to the Software or Symbility Systems you agree to promptly notify Symbility.
Abuses. You agree to use the Software or the Symbility Systems for lawful purposes only and you represent and warrant that you will not use (or allow use of) the Software or the Symbility Systems in any manner: (a) that is prohibited by any law or regulation or Symbility policy; (b) that will disrupt third parties’ use or enjoyment of the Software or Symbility Systems, including if its use results in automated, constant and repeated requests for data other than as permitted under this License Agreement (e.g. denial of service attack), and has a negative effect on Symbility or its systems or network (including abnormal usage that overloads servers on the Symbility network or causes portions of the Symbility network to be blocked; (c) that uses the Software, Symbility Systems or Services to create, transmit, distribute or store material that violates trademark, copyright, trade secret or other intellectual property laws; violates the privacy, publicity or other personal rights of others; violates export control or data protection laws; impairs the privacy of communications; may be threatening, abusive or hateful; or constitutes or encourages conduct that would constitute a fraud or criminal offence or gives rise to civil liability; or (d) that attempts to penetrate Symbility security (which action will also be reported to appropriate law enforcement agencies) (collectively, “Abuses”). If you in any way make, facilitate, aid or encourage any Abuse, Symbility may in its sole discretion, immediately terminate the license to the Software, your access to the Symbility Systems, the Services and/or this License Agreement with no refunds offered or due to you. Symbility also reserves the right, in its sole discretion, to suspend or terminate the license to the Software and, your access to the Symbility Systems upon notice to you for any Abuse. Failure to promptly correct such an Abuse within 48 hours notice of receipt of notice from Symbility may result in termination of this License Agreement and, your access to the Symbility Systems. Indirect or attempted violations of this Section shall also be considered violation of this Section 10.
Client Services.
1. Symbility will make available its telephone technical support Monday to Friday 8:00 a.m. – 8:00 p.m. ET and Saturday and Sunday 9:00 a.m. – 6:00 p.m. ET, excluding statutory holidays applicable to Symbility’s operations. These services, terms of service and service hours are subject to change without notice.
2. Symbility reserves the right to do any of the following, at any time, with or without notice: (a) to modify, suspend or terminate operation of or access to the Software, Services or Symbility Systems, or any component thereof, for any reason; (b) to modify or change the Software, the Services or the Symbility Systems, or any component of either of same, and any applicable policies or terms; and (c) to interrupt the operation of the Software, or any component thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Termination.
1. This License Agreement and your license to use the Software commence upon the earlier of (a) your acceptance of this License Agreement by clicking on the “I Agree” button below, or (b) your first use of the Software, as applicable, and will continue until you fail to be in compliance with the terms and conditions of this License Agreement, or this License Agreement is terminated. Symbility may at its sole discretion immediately terminate your license to use the Software and/or your access to the Symbility Systems with or without notice to you. Upon the termination of this License Agreement, you shall immediately cease using the Software and the Symbility Systems, and shall permanently destroy and/or delete all copies of Confidential Information, including the Software.
2. Section 4 “Ownership of the Software and Symbility Systems,” and Section 14 “Disclaimer of Warranties and Limitation of Liability” of this License Agreement shall continue in force after any termination or expiration of this License Agreement or any amended, subsequent or replacement agreement.
Amendments. Symbility may from time to time, with reasonable notice to you, amend, modify, or supplement this License Agreement. Please check the Website regularly for revisions to this License Agreement.
Disclaimer of Warranties, Limitation of Liability and Indemnity.
1. For greater certainty, the below disclaimer applies to, among other matters and with respect to the Software, any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use of, whether for breach of contract, tort, negligence or any other cause of action.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) SYMBILITY, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, EMPLOYEES, DIRECTORS, CONTRACTORS AND ITS LICENSORS (SUCH PERSONS, THE “PROVIDERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND THE SYMBILITY SYSTEMS AND THE MSB DATA, (B) THE PROVIDERS DO NOT PROMISE THAT THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA, WILL BE ERROR-FREE OR THEIR USE UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA WILL PROVIDE SPECIFIC RESULTS, AND (C) THE SOFTWARE AND THE SYMBILITY SYSTEMS AND THE MSB DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND THE SYMBILITY SYSTEMS REMAINS WITH YOU. THE PROVIDERS CANNOT ENSURE THAT THE SOFTWARE OR THE SYMBILITY SYSTEMS, OR ANY FILES OR OTHER DATA ASSOCIATED OR INCLUDED WITH THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. IN NO EVENT SHALL THE PROVIDERS BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING ANY INACCURACY OF DATA, LOSS OF PROFITS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SYMBILITY SYSTEMS OR THE MSB DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE PROVIDERS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE SYMBILITY PER CLAIM FEES ACTUALLY PAID BY YOU (OR ON YOUR BEHALF PURSUANT TO A MASTER AGREEMENT) AS THE USER OF THE SOFTWARE DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
3. THE PROVIDERS DO NOT GUARANTEE OR WARRANTY THE ACCURACY AND COMPLETENESS OF ANY DATA, INCLUDING MSB DATA. THE PROVIDERS DO NOT INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY OR AUTHENTICITY OF THE PUBLIC INFORMATION OR THIRD PARTY INFORMATION CONTAINED IN ANY DATA, INCLUDING THE MSB DATA. THE INFORMATION REPORTED TO THE PROVIDERS AND ANY DATA, INCLUDING THE MSB DATA, MAY BE SUBJECT TO TRANSCRIPTION OR TRANSMISSION ERRORS. SUCH DATA IS SUPPLIED TO YOU ON AN “AS IS” BASIS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITATIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM.
4. In no event will Symbility be liable for any use or misuse of any of your or any third party hardware operating systems, or equipment, monitoring or management of the servers on which the Software resides or the installation, where applicable, of the Software, or any of your data (or that of any third party) or any unauthorized use or misuse of the Software. It is your responsibility to protect the foregoing hardware, operating system, equipment, and your data (and that of third parties).
5. You agree to indemnify, defend and hold Symbility, its affiliates and customers, and their respective directors, officers, shareholders, employees, agents and representatives, successors and permitted assigns, harmless from and against any and all claims, suits, actions, proceedings, damages, costs, liabilities, losses, fines, penalties, and expenses (including reasonable legal fees) (collectively, “Losses”) resulting from:
  1. allegations that the Licensee Data or your products or services or their use infringe or misappropriate any intellectual property rights of a third party;
  2. allegations that the Licensee Data or your the products or services contain defamatory, libelous, slanderous, obscene or pornographic materials, or violate a third party’s rights of privacy or publicity;
  3. allegations arising from a claim by you relating to the provision of the Services;
  4. any claim made by a third party with respect to, arising from, or alleged to result from, arise out of, or in connection with any breach of any representation, warranty or covenant or obligation set forth in this License Agreement by you the Customer; or
  5. your acts or omissions that are negligent, grossly negligent, reckless, or wilful.
Fees. You agree you pay all applicable fees and charges to Symbility as required.

Any rights not expressly granted herein are reserved.

PART D – SYMBILITY ADDITIONAL TERMS FOR USE OF VIDEO CONNECT.

The Video Connect Software is subject to the following terms in addition to all other terms of the Agreement:

Symbility may make changes to this Schedule upon notice to Customer.
In the event of any conflict or inconsistency between the terms of this Schedule and any other terms of the Agreement, the terms of this Schedule shall prevail.
For the purposes of this Schedule:
1. “Third Party Software” means the software of a person other than Librestream Technologies Inc. that is embedded with the Video Connect Software or that is otherwise provided to a Customer by Symbility or its licensors along with the Video Connect Software;
2. “Third Party Software License Agreement” means a license agreement for a particular Third Party Software product, in the form attached to Section 23 of this Schedule or in the form expressly referenced therein; and
3. “Upgrades” means all upgrades, modified versions, updates, additions and copies of any Video Connect Software (including related documentation) which are provided, installed or made available online or otherwise by Symbility or its licensors.
Customer may not:
1. use the Video Connect Software without a valid license key/release key if required by Symbility;
2. circumvent in any manner whatsoever the activation process that needs to be followed in order to use the Video Connect Software as authorized by this Agreement;
3. take any actions that would cause the Video Connect Software or any portion thereof to become subject to the GPL, the LGPL or any other open source license (unless that portion is already expressly subject to the GPL, the LGPL or any other open source license, as expressly noted in any Third Party Software License Agreement); or
4. use the Video Connect Software or any portion thereof to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the prior express written consent of Symbility.
Following termination of any license to use the Video Connect Software, including a termination of the Agreement, Customer must immediately cease using the Video Connect Software.
Customer may provide Symbility or any Symbility distributor or other representative with suggestions, comments or other feedback regarding Customer’s evaluation or use of the Video Connect Software, including but not limited to suggested performance improvements, code enhancements and/or error corrections (“Feedback”). Customer agrees that any Feedback shall be voluntarily given and that any and all Feedback will immediately and automatically become the property of Symbility, and that Symbility shall be entitled to incorporate any Feedback into the Video Connect Software and/or any other product without any compensation or other liability or obligation of any nature or kind whatsoever to Customer.
Notwithstanding any other provision of this Agreement:
1. Customer has no license or other right to use any Upgrade unless Customer, at the time of acquiring that Upgrade, already holds a valid license to use the Video Connect Software that is the subject of that Upgrade and has paid to Symbility the applicable license, subscription, maintenance and/or support fee to use that Upgrade; and
2. Customer shall not use any Upgrade in any manner that is different from its use of the Video Connect Software that was the subject of that Upgrade, unless Customer is otherwise validly licensed to use that Upgrade.
Customer shall, within thirty (30) days following Customer’s receipt of written request from Symbility or any Symbility distributor or other representative, fully document and certify all uses of the Video Connect Software that Customer has made within the period of twelve (12) months prior to the date of receipt of such request. In addition, Customer shall, upon reasonable advance written notice and during normal business hours, provide access and allow Symbility or any Symbility distributor or other representative to inspect Customer’s books, records and computer systems in order to confirm Customer’s compliance with this Agreement in respect of the Video Connect Software.
1. In the event that any such request response or audit determines that Customer is or was using the Video Connect Software in a manner that exceeds or exceeded its license rights, Customer shall immediately pay to Symbility on demand any amount(s) that are required to rectify such excessive use. This remedy shall be in addition to, and not in lieu of, any other right or remedy that Symbility may have pursuant to this Agreement or otherwise with respect to such excessive use.
2. In the event that any such request response or audit determines that Customer is otherwise not in compliance with this Agreement, this Agreement shall immediately terminate in respect of the Video Connect Software only. Such termination shall be in addition to, and not in lieu of, any other right or remedy that Symbility may have pursuant to this Agreement or otherwise with respect to such non-compliance.
Customer shall indemnify Symbility, its affiliates and customers and their respective directors, officers, shareholders, employees, agents and representatives, successors and permitted assigns and save them harmless from and against any and all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or are attributable in any manner whatsoever to any non-compliance on the part of Customer or those for whom it is in law responsible with any provision of this Agreement, in each case in respect of the Video Connect Software.
For the purposes of the Video Connect Software, the warranty set out in Section 14 of the Agreement is limited to a period of twelve (12) months from the Effective Date.
NO REPRESENTATION OR WARRANTY OF ANY NATURE OR KIND WHATSOEVER IS PROVIDED BY SYMBILITY REGARDING ANY THIRD PARTY SOFTWARE. IF AND TO THE EXTENT THAT ANY THIRD PARTY SOFTWARE LICENSE AGREEMENT IS ATTACHED TO THIS AGREEMENT AS A SCHEDULE OR IS EXPRESSLY REFERENCED IN ANY SCHEDULE TO THIS AGREEMENT, CUSTOMER SHOULD CAREFULLY REVIEW ANY SUCH THIRD PARTY SOFTWARE LICENSE AGREEMENT TO DETERMINE WHETHER OR NOT ANY REPRESENTATION OR WARRANTY IS PROVIDED TO CUSTOMER IN RESPECT OF THE THIRD PARTY SOFTWARE THAT IS THE SUBJECT OF SUCH THIRD PARTY SOFTWARE LICENSE AGREEMENT. OTHERWISE, ALL THIRD PARTY SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY NATURE OR KIND WHATSOEVER.
VIDEO CONNECT SOFTWARE UPGRADES, IF ANY, WILL BE PROVIDED AT THE SOLE DISCRETION OF SYMBILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT SOFTWARE IN GENERAL IS NOT ERROR-FREE, AND THAT THE EXISTENCE OF MINOR ERRORS OR DEFECTS IN THE VIDEO CONNECT SOFTWARE DOES NOT MEAN THAT THE VIDEO CONNECT SOFTWARE DOES NOT PERFORM IN SUBSTANTIAL CONFORMANCE WITH ITS APPLICABLE PUBLISHED SPECIFICATIONS.
NOTWITHSTANDING SECTION 15 OF THE AGREEMENT, REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT UNDER THIS AGREEMENT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF SYMBILITY AND ITS LICENSORS FOR CUSTOMER’S DIRECT DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER FROM THIS AGREEMENT IN RESPECT OF THE VIDEO CONNECT SOFTWARE AND/OR LICENSEE’S USE OF, DELAY IN USING OR INABILITY TO USE THE VIDEO CONNECT SOFTWARE, ANY CONFIDENTIAL INFORMATION AND/OR ANY COMPUTING DEVICE, INCLUDING WITHOUT LIMITATION ANY UNCURED MATERIAL DEFAULT, BREACH OR FAILURE ON THE PART OF SYMBILITY OR ANY LICENSOR UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED TEN DOLLARS ($10.00), IN CANADIAN CURRENCY.
Without prejudice to any other right or remedy which may be available to Symbility, the licenses to the Video Connect Software and the provisions of this Agreement in respect of the Video Connect Software shall immediately terminate without the necessity of any notice from Symbility in the event that Licensee fails to comply with any provision of this Agreement in respect of the Video Connect Software.
Some of the Video Connect Software and Confidential Information in respect thereof is subject to United States export control laws and regulations, and some or all of the Video Connect Software may be subject to export or import regulations in other countries as well. Customer agrees that it will not export, re-export, transfer or import any of the Video Connect Software, any of the applicable Confidential Information or any product that incorporates any of the Video Connect Software in any manner whatsoever in violation of any applicable laws or regulations of the United States or any other country. Customer is responsible for obtaining any licenses or authorizations required to export, re-export, transfer or import all or any portion of the Software and the applicable Confidential Information or any product that incorporates any of the Video Connect Software in any manner whatsoever.
In the event that Customer is a governmental entity, only the department(s) or agency(s) specifically licensed to use the Software shall have the right to use the Video Connect Software. Governmental departments or agencies not so specifically licensed must have a separate license and must pay additional license fees.
Customer Licensee hereby acknowledges that its breach of this Agreement in respect of the Video Connect Software may cause irreparable harm and significant injury to Symbility and/or one or more of its licensors in an amount that may be difficult to ascertain and for which a remedy at law may be inadequate. Accordingly, Customer agrees that, in addition to any other rights and remedies it may have, Symbility shall have the right to seek injunctive relief in any court of competent jurisdiction to enforce Licensee’s obligations under this Agreement in respect of the Video Connect Software.
THE PARTIES EXCLUDE IN ITS ENTIRETY THE APPLICATION TO THIS AGREEMENT IN RESPECT OF THE VIDEO CONNECT SOFTWARE OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
The original of this Agreement has been written in the English language, and the governing language of this Agreement shall be English. Customer hereby waives and agrees not to assert any right to have this Agreement written in the language of Customer place of residence or that of any individual end user.
A waiver of any default hereunder or of any of the terms or conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided at law or in equity.
Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
The following notices are in respect of Video Connect software that is proprietary to Librestream Technologies Inc.:
1. Patents Notice: United States Patent # 7,221,386 together with additional patents pending in Canada, the United States and other countries, all of which are in the name of Librestream Technologies Inc.
The following notices are in respect of software that licensed from Third Party Licensors:
1. Third Party Software – LIVE MEDIAThird Party Licensor – Live Networks, Inc.Live Networks Inc.: Copyright © 1996-2005, Live Networks, Inc. All rights reserved This library is free software; you can redistribute it and/or modify it under the terms of the GNU Lesser General Public License as published by the Free Software Foundation; either version 2.1 of the License, or (at your option) any later version. (See <http://www.gnu.org/copyleft/lesser.html>.)
  This library is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details.
  
  You should have received a copy of the GNU Lesser General Public License along with this library; if not, write to the Free Software Foundation, Inc., 59 Temple Place, Suite 330, Boston, MA 02111-1307 USA
  
  In accordance with section (4) of the GNU General Public License, copies of Live Networks source code and Librestream modified Live Networks code will be provided upon request from Symbility. To obtain the source code on a CD, please send USD$10 for shipping and handling to Symbility.
2. Third Party Software – MPEG-4 Visual Patent PortfolioThird Party Licensor – MPEG LA, L.L.C.Notices:
  THIS PRODUCT IS LICENSED UNDER THE MPEG-4 VISUAL PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER FOR (i) ENCODING VIDEO IN COMPLIANCE WITH THE MPEG-4 VISUAL STANDARD (“MPEG-4 VIDEO”) AND/OR (ii) DECODING MPEG-4 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED BY MPEG LA TO PROVIDE MPEG-4 VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION INCLUDING THAT RELATING TO PROMOTIONAL, INTERNAL AND COMMERCIAL USES AND LICENSING MAY BE OBTAINED FROM MPEG LA, LLC. SEE HTTP://WWW.MPEGLA.COM.
3. Third Party Software – AVC Patent PortfolioThird Party Licensor – MPEG LA, L.L.C.Notices: THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.
4. Third Party Software – OpenTKThird Party Licensor – The Open Toolkit LibraryCopyright © 2006 – 2009 The Open Toolkit library. Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
  The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
  
  THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
  
  The Open Toolkit library includes portions of the Mono class library, which are covered by the following license:
  
  Copyright © 2004 Novell, Inc.
  
  Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
  
  The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
  
  THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
  
  Half-to-Single and Single-to-Half conversions are covered by the following license:
  
  Copyright © 2002, Industrial Light & Magic, a division of Lucas Digital Ltd. LLC. All rights reserved.
  
  Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
  
  Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
  
  Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. Neither the name of Industrial Light & Magic nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
  
  THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5. Meeting Services Powered by Cisco WebEx Technology.
6. Third Party Software – Discovery Icon ThemeThird Party Licensor – Hylke BonsSeveral of the icons and images are from the Discovery Icon Theme, Copyright © 2008-2010 Hylke Bons, which can be found at:
  http://hbons.deviantart.com/art/Discovery-Icon-Theme-77399781/
  
  This software is licensed under the Creative Commons Attribution-ShareAlike 3.0 Unported license, which can be found at:
  
  http://creativecommons.org/licenses/by-sa/3.0/
7. Third Party Software – FatCow Hosting IconsThird Party Licensor – FatCow Web HostingSeveral of the icons and images are from FatCow Hosting Icons, Copyright © 2009-2010 FatCow Web Hosting, which can be found at:
  http://www.fatcow.com/free-icons/
  
  This software is licensed under the Creative Commons Attribution 3.0 United States license, which can be found at:
  
  http://creativecommons.org/licenses/by/3.0/us/
8. Third Party Software – VisualPharm Must Have IconsThird Party Licensor – VisualPharmSeveral of the icons and images are from VisualPharm Must Have Icons, Copyright © 2002-2010 VisualPharm, which can be found at:
  http://www.visualpharm.com/must_have_icon_set/
  
  This software is licensed under the Creative Commons Attribution-NoDerivs 3.0 Unported license, which can be found at:
  
  http://creativecommons.org/licenses/by-nd/3.0/
9. Third Party Software – Aha-Soft Icons and ImagesThird Party Licensor – Aha-SoftSeveral of the icons and images are from the Aha-Soft free icon sets, Copyright © 2005-2010 Aha-Soft, which can be found at:
  http://www.small-icons.com/packs/16×16-free-application-icons.htm
  
  http://www.small-icons.com/packs/24×24-free-application-icons.htm
  
  This software is licensed under the Creative Commons Attribution-ShareAlike 3.0 Unported license, which can be found at:
  
  http://creativecommons.org/licenses/by-sa/3.0/
10. Third Party Software – Fugue IconsThird Party Licensor – Yusuke KamiyamaneSeveral of the icons and images are from the Fugue icon set, Copyright © 2010 Yusuke Kamiyamane, which can be found at:
  http://p.yusukekamiyamane.com/
  
  This software is licensed under the Creative Commons Attribution 3.0 Unported license, which can be found at:
  
  http://creativecommons.org/licenses/by/3.0/
11. Third Party Software – WebRTCThird Party Licensor – Google Inc.Copyright © 2011, Google Inc. All rights reserved.
  Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
  
  Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
  
  Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
  
  Neither the name of Google nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
  
  THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
12. Third Party Software – OpenSSLThird Party Licensor – The OpenSSL ProjecCopyright © 1998-2008 The OpenSSL Project. All rights reserved.
  This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/).
  
  ===================================================================
  
  Copyright © 1998-2008 The OpenSSL Project. All rights reserved.
  
  Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
  1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
  2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
  3. All advertising materials mentioning features or use of this software must display the following acknowledgment:
    
    “This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit. (http://www.openssl.org/)”
  4. The names “OpenSSL Toolkit” and “OpenSSL Project” must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact openssl-core@nullopenssl.org.
  5. Products derived from this software may not be called “OpenSSL” nor may “OpenSSL” appear in their names without prior written permission of the OpenSSL Project.
  6. Redistributions of any form whatsoever must retain the following acknowledgment:
    
    “This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)”
  THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  
  ===================================================================
  
  This product includes cryptographic software written by Eric Young (eay@nullcryptsoft.com). This product includes software written by Tim Hudson (tjh@nullcryptsoft.com).
13. Third Party Software – SSLeayThird Party Licensor – Eric YoungCopyright © 1995-1998 Eric Young (eay@nullcryptsoft.com). All rights reserved.
  This product includes software written by Tim Hudson (tjh@nullcryptsoft.com).
  
  Copyright © 1995-1998 Eric Young (eay@nullcryptsoft.com) All rights reserved.
  
  This package is an SSL implementation written by Eric Young (eay@nullcryptsoft.com).
  
  Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
  1. Redistributions of source code must retain the copyright notice, this list of conditions and the following disclaimer.
  2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
  3. All advertising materials mentioning features or use of this software must display the following acknowledgement:
    
    “This product includes cryptographic software written by Eric Young (eay@nullcryptsoft.com)”
    
    The word ‘cryptographic’ can be left out if the routines from the library being used are not cryptographic related :-).
  4. If you include any Windows specific code (or a derivative thereof) from the apps directory (application code) you must include an acknowledgement:
    
    “This product includes software written by Tim Hudson (tjh@nullcryptsoft.com)”
    
    THIS SOFTWARE IS PROVIDED BY ERIC YOUNG “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    
    The licence and distribution terms for any publically available version or derivative of this code cannot be changed. i.e. this code cannot simply be copied and put under another distribution licence including the GNU Public Licence.
14. Third Party Software – FreeTypeThird Party Licensor – The FreeType Project(C) 2006-2014 The FreeType Project (http://www.freetype.org). All rights reserved.
15. Third Party Software – Bitstream – VerafontThird Party Licensor – Bitstream Inc.Copyright(c) 2003 by Bitstream, Inc. All Rights Reserved.
  Bitstream Vera is a trademark of Bitstream, Inc.
  
  Permission is hereby granted, free of charge, to any person obtaining a copy of the fonts accompanying this license (“Fonts”) and associated documentation files (the “Font Software”), to reproduce and distribute the Font Software, including without limitation the rights to use, copy, merge, publish, distribute, and/or sell copies of the Font Software, and to permit persons to whom the Font Software is furnished to do so, subject to the following conditions:
  
  The above copyright and trademark notices and this permission notice shall be included in all copies of one or more of the Font Software typefaces.
  
  The Font Software may be modified, altered, or added to, and in particular the designs of glyphs or characters in the Fonts may be modified and additional glyphs or characters may be added to the Fonts, only if the fonts are renamed to names not containing either the words “Bitstream” or the word “Vera”.
  
  This License becomes null and void to the extent applicable to Fonts or Font Software that has been modified and is distributed under the “Bitstream Vera” names.
  
  The Font Software may be sold as part of a larger software package but no copy of one or more of the Font Software typefaces may be sold by itself.
  
  THE FONT SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF COPYRIGHT, PATENT, TRADEMARK, OR OTHER RIGHT. IN NO EVENT SHALL BITSTREAM OR THE GNOME FOUNDATION BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, INCLUDING ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF THE USE OR INABILITY TO USE THE FONT SOFTWARE OR FROM OTHER DEALINGS IN THE FONT SOFTWARE.
  
  Except as contained in this notice, the names of Gnome, the Gnome Foundation, and Bitstream Inc., shall not be used in advertising or otherwise to promote the sale, use or other dealings in this Font Software without prior written authorization from the Gnome Foundation or Bitstream Inc., respectively. For further information, contact: fonts at gnome dot org.”
ALL OTHER THIRD PARTY SOFTWARE INCLUDED IN THE SOFTWARE IS LICENSED TO LICENSEE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE END USER LICENSE AGREEMENT TO WHICH THIS SCHEDULE B IS ATTACHED.
The following terms apply to the extent the Video Connect Software is for use on an iOS device:
1. The parties acknowledge and agree that the Agreement is the end user license agreement that applies to any Video Connect Software for use on an iOS device.
2. Symbility and Customer acknowledge that this Agreement is concluded between Symbility and Customer only, and not with Apple, and Symbility, not Apple, are solely responsible for the Video Connect Software and the content thereof.
3. Symbility or its licensors or representatives, not Apple, is responsible for providing any maintenance and support services with respect to the Video Connect Software, if any, as specified in the Agreement, or as required under applicable law. Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensee Software.
4. Further to warranty provisions of the Agreement in respect of the Video Connect Software, in the event of any failure of the Software to conform to any applicable warranty, the Licensee may notify Apple, and Apple will refund the purchase price for the Licensed Application to that Licensee and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application.
5. Symbility and Customer acknowledge that Symbility or its licensors, not Apple, is responsible for addressing any claims of Customer or any third party relating to the Video Connect Software or Customer’s possession and/or use of the Video Connect Software, but not limited to: (i) product liability claims; (ii) any claim that the Video Connect Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
6. Symbility and Customer acknowledge that, in the event of any third party claim that the Video Connect Software or Customer’s possession and use of the Video Connect Software infringes that third party’s intellectual property rights, Symbility or its licensors, not Apple, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Symbility locations and contact information are as set out in the Agreement.
8. Customer acknowledges and agrees that when using the Video Connect Software, Customer remains obligated to meet all third party terms of agreement applicable to their use of Apple products and services.
9. Symbility and Customer acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement only in respect of the Video Connect Software, and that, upon the Customer’s acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement ion respect of the Video Connect Software only against the end-user as a third party beneficiary thereof.
The following terms apply to the extent the Video Connect Software is for use on an Android device:
1. The parties acknowledge and agree that the Agreement is the end user license agreement that applies to any Video Connect Software for use on an Android device.
2. Symbility and Customer acknowledge that this Agreement is concluded between Symbility and Customer only, and not with Google, and Symbility, not Google, are solely responsible for the Video Connect Software and the content thereof.
3. Symbility or its licensors or representatives, not Google, is responsible for providing any maintenance and support services with respect to the Video Connect Software, if any, as specified in the Agreement, or as required under applicable law. Customer acknowledges that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensee Software.
4. Further to warranty provisions of the Agreement in respect of the Video Connect Software, in the event of any failure of the Software to conform to any applicable warranty, the Licensee may notify Google, and Google will refund the purchase price for the Licensed Application to that Licensee and that, to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the Licensed Application.
5. Symbility and Customer acknowledge that Symbility or its licensors, not Google, is responsible for addressing any claims of Customer or any third party relating to the Video Connect Software or Customer’s possession and/or use of the Video Connect Software, but not limited to: (i) product liability claims; (ii) any claim that the Video Connect Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
6. Symbility and Customer acknowledge that, in the event of any third party claim that the Video Connect Software or Customer’s possession and use of the Video Connect Software infringes that third party’s intellectual property rights, Symbility or its licensors, not Google, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Symbility locations and contact information are as set out in the Agreement.
8. Customer acknowledges and agrees that when using the Video Connect Software, Customer remains obligated to meet all third party terms of agreement applicable to their use of Google products and services.
9. Symbility and Customer acknowledge and agree that Google, and Google’s subsidiaries, are third party beneficiaries of this Agreement only in respect of the Video Connect Software, and that, upon the Customer’s acceptance of the terms and conditions of the Agreement, Google will have the right (and will be deemed to have accepted the right) to enforce the Agreement ion respect of the Video Connect Software only against the end-user as a third party beneficiary thereof.

PART E – MISCELLANEOUS

Account Use. In no event will Symbility be liable for any unauthorized use or misuse of the your account number or password, unless caused by the negligence of Symbility or its agents. It is the your responsibility to protect the Licensee Data and any and all information provided to Symbility or in the use of the Software, the Services and/or the Symbility Systems. Your account cannot be transferred or used by any third party, nor may you sell, lease, rent or assign, in whole or in part, the Software, the Services and/or the Symbility System to any third party. It is your responsibility to promptly notify Symbility of any changes to account information.
Independent Contractor Status. Each party shall be and act hereunder as an independent contractor, and not as a partner, joint venturer or agent of the other.
Intended Third Party Beneficiary. MSB shall be an intended third party beneficiary of this License Agreement and shall be entitled to rely on the provisions of this License Agreement in any action, suit, proceeding, hearing or other forum against you. Notwithstanding the foregoing, you acknowledge to MSB their direct rights against you under this License Agreement.
Assignment. This License Agreement shall be binding upon and inure to the benefit of each party’s respective permitted successors and assigns; provided, however, that you may not assign your rights or obligations under this License Agreement, by operation of law or otherwise, without the prior written consent of Symbility except as may be expressly provided herein.
Validity. If any provision of this License Agreement is invalid or unenforceable under applicable law, such provision will be modified or eliminated to the minimum extent necessary and the remainder of the provision, as well as the other provisions will continue in full force and effect as long as it does not substantially alter the intent of this License Agreement.
Waiver. Failure to exercise or enforce any right or provision of this License Agreement shall not constitute a waiver of such right or provision.
Compliance re Applicable Law. In performing your obligations and exercising your rights hereunder, you shall comply with all applicable federal, state, provincial, local, and municipal laws and regulations.
Headings. The headings in this License Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Survival. Provisions of this License Agreement related to ownership, confidentiality, liability and indemnity shall survive the termination of this Agreement.
Entire Agreement. This License Agreement (including Parts A, B, C, D above and this Part E) together with, where applicable the Master Agreement and all other agreements with Symbility that incorporate this License Agreement by reference, represents the entire agreement between Symbility and you with respect to its subject matter, and there are no representations, understandings, or agreements between Symbility and you relative to the subject matter hereof other than those expressly set forth herein. In the event of a conflict or inconsistency between the terms and conditions hereof, and the terms and conditions of the Master Agreement, if applicable, the terms and conditions of the Master Agreement shall govern. You acknowledge that your have read, understood and agreed to be bound by the terms of this Licensee Agreement as currently in effect and as amended from time to time.
Language. The parties have expressly required that this License Agreement and all documents and notices relating hereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afferents soient rédigés en anglais.

FORM OF END USER LICENSE AGREEMENT

PART A – NOTICE TO ALL USERS

PART B – TERMS AND CONDITIONS

PART D – SYMBILITY ADDITIONAL TERMS FOR USE OF VIDEO CONNECT.

PART E – MISCELLANEOUS

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