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Frequently Asked Questions ReportAway! FAQ Purchase and License Where can I view the ReportAway! end user license agreement?
Frequently Asked Questions ReportAway! FAQ Purchase and License Where can I view the ReportAway! end user license agreement?
Where can I view the ReportAway! end user license agreement?
Answer
ACIRE SYSTEMS
SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTICE: THIS IS A LICENSE, NOT A SALE. THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU (OR YOUR ORGANIZATION), THE END USER ("YOU"), AND ACIRE SYSTEMS INC. ("ACIRE") FOR THE SOFTWARE APPLICATION IN WHICH THIS AGREEMENT IS INCORPORATED OR OTHERWISE REFERENCED (THE "SOFTWARE") AND ITS ACCOMPANYING DOCUMENTATION. BEFORE CLICKING ON THE "ACCEPT" BUTTON DURING THE REVIEW OF THIS LICENSE, OR INSTALLING OR USING THE SOFTWARE, PLEASE CAREFULLY READ THIS AGREEMENT.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE SOFTWARE, IN OBJECT CODE FORM ONLY, AND ALL RELATED USER DOCUMENTATION. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT INSTALL OR IN ANY WAY USE THE SOFTWARE. BY CLICKING ON THE "ACCEPT" OR "I AGREE" BUTTON (IF APPLICABLE), OR IF YOU INSTALL OR USE THE SOFTWARE, YOU WILL BE ACQUIRING A LICENSE TO USE THE SOFTWARE IN ACCORDANCE WITH, AND BE DEEMED TO HAVE ACCEPTED, THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT, YOU REPRESENT AND WARRANT TO ACIRE THAT YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE INSTALLING OR USING THIS SOFTWARE BY OR ON BEHALF OF AN ORGANIZATION OR ANY OTHER THIRD PARTY, YOU REPRESENT AND WARRANT TO ACIRE THAT: (I) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY; AND (II) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. License. Subject to the terms and conditions of this Agreement, Acire grants to You a non-exclusive, non-transferable and restricted license to install and use the Software, as may be provided and updated from time to time by Acire, in object code form on such number of mobile devices for which you have purchased licenses, and in accordance with the Documentation. All other rights are specifically reserved to Acire and its licensors.
2. Software Releases. Acire, at its sole discretion, may make available, either at no additional charge or for an additional fee, Updates or Upgrades of the Software or supplemental code or supporting materials for the Software ("Additional Software Releases") for the current version of the Software. "Updates" means error corrections, patch fixes, or bug fixes for the Software that have been developed by Acire, but specifically excludes Upgrades. "Upgrades" means those versions of the Software that Acire, at its discretion, deems to be logical improvements or extensions to the Program. Should Acire make any Additional Software Releases available to you, all such Additional Software Releases shall be considered part of the Software and subject to the terms and conditions of this Agreement and any additional terms and conditions that accompany the Additional Software Releases. Nothing in this Agreement shall be construed to warrant or imply that Additional Software Releases shall be produced for any Software or, if so produced, when such Additional Software Releases shall be made available.
3. Technical Support. Acire shall provide reasonable operational and technical support by way of its website located at www.aciresystems.com. In addition, You may submit support inquires to Acire at support@aciresystems.com.
4. Restrictions. YOU SHALL NOT (i) use the Software or make copies of it except as permitted in this Agreement; (ii) translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from all or any part of the Software except to the extent applicable law expressly prohibits the foregoing restriction, and then only to the extent required to achieve interoperability with other programs, and provided that you have first requested from Acire, and were unable to obtain such technical information as is necessary to achieve such interoperability; (iii) rent, lease, assign, sell, license, sublicense, market, distribute, re-distribute, or transfer the Software in any manner or in any form not expressly permitted by this Agreement; (iv) alter, modify the Software, create derivative works of the Software or any functionally compatible or competitive software, or merge all or any part of the Software with another program; or (v) use the Software for commercial time sharing, rental or service bureau use.
5. Fees. In consideration of the grant of the foregoing license, you agree to pay the applicable Software license fees (the "License Fees").
6. Ownership. The Software and any other materials that you receive from Acire are proprietary and confidential information of Acire or of its licensors and may constitute legally protected trade secrets. The Software and the Documentation, including all copies, and all copyrights and all other rights, title and interest subsisting in or related to the Software, shall at all times remain the property of Acire or its licensors.
7. Term. This Agreement shall remain in effect for as long as you are in compliance with its terms and conditions. This Agreement shall immediately terminate if you fail to cure any non-compliance with this Agreement within 10 days of receipt of notification from Acire that you are in breach of any of terms or conditions of this Agreement. You may terminate this Agreement at any time by (i) discontinuing your use of the Software, and (ii) uninstalling and removing all copies of the Software from all mobile devices on which You have installed the Software, all copies of the Software.
8. Effects of Termination; Survival. Upon the termination of this Agreement, the licenses granted to You under this Agreement shall immediately cease and you shall: (i) immediately stop using the Software; (ii) uninstall and remove all copies of the Software from all mobile devices on which You have installed the Software. Your obligations of payment (if any), the limitations of liabilities and warranties, ownership and general clauses shall survive any termination of this Agreement and shall remain in full force and effect even after termination. Termination of this Agreement shall not limit Acire from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve you from your obligation to pay all fees accrued prior to the termination.
9. Disclaimer of Warranty. .
THE SOFTWARE AND DOCUMENTATION IS PROVIDED TO YOU "AS IS". NEITHER ACIRE NOR ITS LICENSORS, DISTRIBUTORS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR TITLE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. NEITHER ACIRE NOR ITS LICENSORS, DISTRIBUTORS OR SERVICE PROVIDERS WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND YOU ARE SOLELY RESPONSIBLE FOR THE ADEQUATE PROTECTION AND BACKUP OF THE DATA USED IN CONNECTION WITH THE SOFTWARE.
11. Limitations of Liability. IN NO EVENT SHALL ACIRE OR ITS LICENSORS, DISTRIBUTORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING FOR LOSS OF USE, DATA, BUSINESS, LOSS OF GOODWILL, REPUTATION, CREDIT OR PUBLICITY, LOSS OF REVENUE AND INTEREST, PROFITS, OR ANTICIPATED PROFITS AND CLAIMS FOR SUCH DAMAGES BY A THIRD PARTY) RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGE WAS REASONABLY FORESEEABLE.
ACIRE SHALL ONLY BE LIABLE FOR DIRECT DAMAGES. SUPPLIER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS FOR DIRECT DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT ACIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE LICENSE TO USE SUCH SOFTWARE. ACIRE'S LICENSORS, DISTRIBUTORS AND SERVICE PROVIDERS SHALL HAVE NO LIABILITY ARISING FROM, RELATING TO, OR RESULTING FROM THIS AGREEMENT, AND ARE THIRD PARTY BENEFICIARIES OF THIS SECTION 11.
The disclaimer of warranties and limited liability set out herein are fundamental elements of the basis of the bargain between You and Acire. You acknowledge and agree that Acire would not be able to provide the Software for the fees charged without such limitations. In jurisdictions which do not allow the exclusion or limitation of certain types of damages, Acire's liability for such damages shall be limited to the maximum extent permitted by applicable law.
12. US Government Restrictions. The Software (i) was developed exclusively at private expense; (ii) is a trade secret of Acire for all purposes of the Freedom of Information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights); and (iv) including all copies of the Software, in all respects is and shall remain proprietary to Acire or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 or any successor clause. The U.S. Government must refrain from changing or removing any insignia or lettering from the Software or from producing copies of the Software and manuals (except one copy of the Software for backup purposes). Use of the Software shall be limited to the facility for which it is acquired. All other U.S. Government personnel using the Software are hereby on notice that use of the Software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/supplier is Acire Systems Inc. having offices in Ottawa, Ontario, Canada.
13. Export / Import. You represent and warrant that: (i) no relevant governmental agency has suspended, revoked or denied your export and/or import privileges; (ii) you are not located in or under the control of, a national jurisdiction where this transaction is prohibited; and (iii) you shall not, in any manner whatsoever, either remove, convey, export, import or transmit the Software from or to your jurisdiction in violation of applicable laws and regulations.
14. Entire Agreement. This Agreement, including the documents and instruments referred to herein and the schedules and exhibits hereto, is the entire agreement between Acire and you and supersedes all other agreements, discussions and negotiations, whether oral or written. This Agreement cannot be modified or amended except by a written agreement signed by an authorized officer of Acire.
15. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada, excluding conflicts of law and choice of law principles (other than those laws and principles which allow the parties to select the governing law of this Agreement), and the United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing such Convention. You consent and submit to the non-exclusive jurisdiction of Ontario courts and waive trial by jury, except to the extent a waiver of a jury trial is not permitted by applicable law.
16. Severability. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision shall be deemed severed and the remainder of the Agreement shall continue in full force and effect.
17. Successors and Assigns. You may not assign this Agreement, without the prior written consent of Acire. This Agreement shall obligate and benefit the parties, their personal representatives, heirs, successors, and permitted assigns.
18. No Waiver. A failure by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement.
19. Relationship Between the Parties. The relationship between You and Acire is that of licensee/licensor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity.
20. Language. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux presentes ont exige que cette entente et tous autres documents envisages par les presentes soient rediges en anglais.
SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTICE: THIS IS A LICENSE, NOT A SALE. THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU (OR YOUR ORGANIZATION), THE END USER ("YOU"), AND ACIRE SYSTEMS INC. ("ACIRE") FOR THE SOFTWARE APPLICATION IN WHICH THIS AGREEMENT IS INCORPORATED OR OTHERWISE REFERENCED (THE "SOFTWARE") AND ITS ACCOMPANYING DOCUMENTATION. BEFORE CLICKING ON THE "ACCEPT" BUTTON DURING THE REVIEW OF THIS LICENSE, OR INSTALLING OR USING THE SOFTWARE, PLEASE CAREFULLY READ THIS AGREEMENT.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE SOFTWARE, IN OBJECT CODE FORM ONLY, AND ALL RELATED USER DOCUMENTATION. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT INSTALL OR IN ANY WAY USE THE SOFTWARE. BY CLICKING ON THE "ACCEPT" OR "I AGREE" BUTTON (IF APPLICABLE), OR IF YOU INSTALL OR USE THE SOFTWARE, YOU WILL BE ACQUIRING A LICENSE TO USE THE SOFTWARE IN ACCORDANCE WITH, AND BE DEEMED TO HAVE ACCEPTED, THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT, YOU REPRESENT AND WARRANT TO ACIRE THAT YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE INSTALLING OR USING THIS SOFTWARE BY OR ON BEHALF OF AN ORGANIZATION OR ANY OTHER THIRD PARTY, YOU REPRESENT AND WARRANT TO ACIRE THAT: (I) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY; AND (II) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. License. Subject to the terms and conditions of this Agreement, Acire grants to You a non-exclusive, non-transferable and restricted license to install and use the Software, as may be provided and updated from time to time by Acire, in object code form on such number of mobile devices for which you have purchased licenses, and in accordance with the Documentation. All other rights are specifically reserved to Acire and its licensors.
2. Software Releases. Acire, at its sole discretion, may make available, either at no additional charge or for an additional fee, Updates or Upgrades of the Software or supplemental code or supporting materials for the Software ("Additional Software Releases") for the current version of the Software. "Updates" means error corrections, patch fixes, or bug fixes for the Software that have been developed by Acire, but specifically excludes Upgrades. "Upgrades" means those versions of the Software that Acire, at its discretion, deems to be logical improvements or extensions to the Program. Should Acire make any Additional Software Releases available to you, all such Additional Software Releases shall be considered part of the Software and subject to the terms and conditions of this Agreement and any additional terms and conditions that accompany the Additional Software Releases. Nothing in this Agreement shall be construed to warrant or imply that Additional Software Releases shall be produced for any Software or, if so produced, when such Additional Software Releases shall be made available.
3. Technical Support. Acire shall provide reasonable operational and technical support by way of its website located at www.aciresystems.com. In addition, You may submit support inquires to Acire at support@aciresystems.com.
4. Restrictions. YOU SHALL NOT (i) use the Software or make copies of it except as permitted in this Agreement; (ii) translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from all or any part of the Software except to the extent applicable law expressly prohibits the foregoing restriction, and then only to the extent required to achieve interoperability with other programs, and provided that you have first requested from Acire, and were unable to obtain such technical information as is necessary to achieve such interoperability; (iii) rent, lease, assign, sell, license, sublicense, market, distribute, re-distribute, or transfer the Software in any manner or in any form not expressly permitted by this Agreement; (iv) alter, modify the Software, create derivative works of the Software or any functionally compatible or competitive software, or merge all or any part of the Software with another program; or (v) use the Software for commercial time sharing, rental or service bureau use.
5. Fees. In consideration of the grant of the foregoing license, you agree to pay the applicable Software license fees (the "License Fees").
6. Ownership. The Software and any other materials that you receive from Acire are proprietary and confidential information of Acire or of its licensors and may constitute legally protected trade secrets. The Software and the Documentation, including all copies, and all copyrights and all other rights, title and interest subsisting in or related to the Software, shall at all times remain the property of Acire or its licensors.
7. Term. This Agreement shall remain in effect for as long as you are in compliance with its terms and conditions. This Agreement shall immediately terminate if you fail to cure any non-compliance with this Agreement within 10 days of receipt of notification from Acire that you are in breach of any of terms or conditions of this Agreement. You may terminate this Agreement at any time by (i) discontinuing your use of the Software, and (ii) uninstalling and removing all copies of the Software from all mobile devices on which You have installed the Software, all copies of the Software.
8. Effects of Termination; Survival. Upon the termination of this Agreement, the licenses granted to You under this Agreement shall immediately cease and you shall: (i) immediately stop using the Software; (ii) uninstall and remove all copies of the Software from all mobile devices on which You have installed the Software. Your obligations of payment (if any), the limitations of liabilities and warranties, ownership and general clauses shall survive any termination of this Agreement and shall remain in full force and effect even after termination. Termination of this Agreement shall not limit Acire from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve you from your obligation to pay all fees accrued prior to the termination.
9. Disclaimer of Warranty. .
THE SOFTWARE AND DOCUMENTATION IS PROVIDED TO YOU "AS IS". NEITHER ACIRE NOR ITS LICENSORS, DISTRIBUTORS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR TITLE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. NEITHER ACIRE NOR ITS LICENSORS, DISTRIBUTORS OR SERVICE PROVIDERS WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND YOU ARE SOLELY RESPONSIBLE FOR THE ADEQUATE PROTECTION AND BACKUP OF THE DATA USED IN CONNECTION WITH THE SOFTWARE.
11. Limitations of Liability. IN NO EVENT SHALL ACIRE OR ITS LICENSORS, DISTRIBUTORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING FOR LOSS OF USE, DATA, BUSINESS, LOSS OF GOODWILL, REPUTATION, CREDIT OR PUBLICITY, LOSS OF REVENUE AND INTEREST, PROFITS, OR ANTICIPATED PROFITS AND CLAIMS FOR SUCH DAMAGES BY A THIRD PARTY) RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGE WAS REASONABLY FORESEEABLE.
ACIRE SHALL ONLY BE LIABLE FOR DIRECT DAMAGES. SUPPLIER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS FOR DIRECT DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT ACIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE LICENSE TO USE SUCH SOFTWARE. ACIRE'S LICENSORS, DISTRIBUTORS AND SERVICE PROVIDERS SHALL HAVE NO LIABILITY ARISING FROM, RELATING TO, OR RESULTING FROM THIS AGREEMENT, AND ARE THIRD PARTY BENEFICIARIES OF THIS SECTION 11.
The disclaimer of warranties and limited liability set out herein are fundamental elements of the basis of the bargain between You and Acire. You acknowledge and agree that Acire would not be able to provide the Software for the fees charged without such limitations. In jurisdictions which do not allow the exclusion or limitation of certain types of damages, Acire's liability for such damages shall be limited to the maximum extent permitted by applicable law.
12. US Government Restrictions. The Software (i) was developed exclusively at private expense; (ii) is a trade secret of Acire for all purposes of the Freedom of Information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights); and (iv) including all copies of the Software, in all respects is and shall remain proprietary to Acire or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 or any successor clause. The U.S. Government must refrain from changing or removing any insignia or lettering from the Software or from producing copies of the Software and manuals (except one copy of the Software for backup purposes). Use of the Software shall be limited to the facility for which it is acquired. All other U.S. Government personnel using the Software are hereby on notice that use of the Software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/supplier is Acire Systems Inc. having offices in Ottawa, Ontario, Canada.
13. Export / Import. You represent and warrant that: (i) no relevant governmental agency has suspended, revoked or denied your export and/or import privileges; (ii) you are not located in or under the control of, a national jurisdiction where this transaction is prohibited; and (iii) you shall not, in any manner whatsoever, either remove, convey, export, import or transmit the Software from or to your jurisdiction in violation of applicable laws and regulations.
14. Entire Agreement. This Agreement, including the documents and instruments referred to herein and the schedules and exhibits hereto, is the entire agreement between Acire and you and supersedes all other agreements, discussions and negotiations, whether oral or written. This Agreement cannot be modified or amended except by a written agreement signed by an authorized officer of Acire.
15. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada, excluding conflicts of law and choice of law principles (other than those laws and principles which allow the parties to select the governing law of this Agreement), and the United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing such Convention. You consent and submit to the non-exclusive jurisdiction of Ontario courts and waive trial by jury, except to the extent a waiver of a jury trial is not permitted by applicable law.
16. Severability. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision shall be deemed severed and the remainder of the Agreement shall continue in full force and effect.
17. Successors and Assigns. You may not assign this Agreement, without the prior written consent of Acire. This Agreement shall obligate and benefit the parties, their personal representatives, heirs, successors, and permitted assigns.
18. No Waiver. A failure by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement.
19. Relationship Between the Parties. The relationship between You and Acire is that of licensee/licensor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity.
20. Language. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux presentes ont exige que cette entente et tous autres documents envisages par les presentes soient rediges en anglais.