IMPORTANT–READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between the Company, identified in the License Order Form, and Antibex™ Computer Software Inc. (“Antibex™”). By installing Universal Office© (“Software”), each party certifies that each has read and agrees to the provisions set out herein.
GRANT OF LICENSE. Antibex™ grants you the following rights provided that you comply with all terms and conditions of this EULA:
- Installation and use. This EULA grants you the right to install and use the accompanying software on unlimited number of computers or other portable devices for the exclusive use of the single entity by the number of consecutive users for which the corresponding fee has been paid.
You may not install or use the system if you are a direct competitor of Antibex™. In addition, you may not access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
- License Grant for Remote Desktop and VPN. You may use remote access technologies, such as the Remote Desktop and Virtual Private Network features in Microsoft Windows®, web-based services such as GoToMyPc® and WebEx®, to access and use your licensed copy of the Software.
- License Grant for Remote Assistance. You may permit any device to access and use your licensed copy of the Software for the sole purpose of providing you with technical support and maintenance services.
- License Grant for Documentation. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only.
- License Grant for Templates. The Software may include document templates. You may copy and modify the document templates available as part of the Antibex™ software that accompanies this EULA and distribute such templates along with your modifications for use by other licensees of the Software. You also may copy, modify and distribute the templates available through related Internet-based services along with your modifications for use by other licensees of the Software, but only for personal or commercial correspondence involving person-to-person communication. You are not licensed to do any of the following:
- You may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the templates.
- You may not distribute the templates available via Internet-based services as part of any product or service.
- You may not copy or post any templates available through Internet-based services on any network computer or broadcast it in any media.
- You must indemnify and defend Antibex™ against any claims or lawsuits, including attorneys’ fees that arise from or result from the licensing or distribution of the templates as modified by you.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
- Evaluation. An entity may use the Software without charge for sixty (60) calendar days from the day that you install the Software. You must pay the license fee and register your copy to continue to use the Software after the sixty (60) day evaluation period. To pay the license fee and register your copy, you must contact an Antibex™ sales agent.
- Mandatory Activation. THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. You may not be able to exercise your rights to the Software under this EULA after the expiration of your term unless you activate your copy of the Software in the manner directed by an Antibex™ software sales agent. You may also need to reactivate the Software if you modify your computer hardware or alter the Software. Antibex™ will use those measures to confirm you have a legally licensed copy of the Software. If you are not using a licensed copy of the Software, you are not allowed to install the Software or future Software updates.
License Fee Schedule. To continue using the Software and exercising your rights to the Software under this EULA, you must agree and provide all payment stated in the current fee schedule. The fee schedule option you select also determines your payment structure for the license use of the Software.
- Billing and Renewal. Antibex™ charges and collects in advance for use of the Software. Antibex™ will automatically renew and bill your credit card or debit your account, whichever payment method you have chosen (a) every month for monthly licenses, or (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current number of total User licenses, unless Antibex™ has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter.
You agree to provide Antibex™ with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Antibex™ reserves the right to terminate your access to the Software in addition to any other legal remedies.Unless Antibex™ in its discretion determines otherwise you will be billed in Canadian Dollars. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
- Internet-Based Services. You may not use any Antibex™ Internet-based services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services.
RESERVATION OF RIGHTS AND OWNERSHIP. Antibex™ reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Antibex™ owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Antibex™.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the Software.
CONSENT TO USE OF DATA. You agree that Antibex™ and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Antibex™ may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
LINKS TO THIRD PARTY SITES. Antibex™ is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Antibex™ is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by Antibex™ of the third-party site or service.
ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Antibex™ may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. Antibex™ reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Software.
UPGRADES. To use Software identified as an upgrade, you must first be licensed for the software identified by Antibex™ as eligible for the upgrade. The upgrades are included in the software licensing fees. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software.
NOT FOR RESALE SOFTWARE. Software identified as “Not for Resale” or “NFR,” may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
NON-PAYMENT AND SUSPENSION. In addition to any other rights granted to Antibex™ herein, Antibex™ reserves the right to suspend or terminate this Agreement and your access to the Software if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Antibex™ initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Antibex™ may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Antibex™ reserves the right to impose a re-connection fee of $250.00 in the event you are suspended and thereafter request access to the Software.
TERMINATION UPON EXPIRATION/REDUCTION OF LICENSES. This Agreement commences on the date of installation. For evaluation subscription licenses, the term is (60) sixty days and is terminated at the expiration of the trial. For paid subscription licenses, the Initial Term is one month or one year as you elect on the License Order Form commencing on the date you agree to pay for the Subscription by completing the form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Antibex’s then current fees. You may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying Antibex™ in writing at least 30 days prior to expiration of your term.
TERMINATION FOR CAUSE. Any breach of your payment obligations or unauthorized use of the Antibex™ Technology or Service will be deemed a material breach of this Agreement. Antibex™, in its sole discretion, may terminate your password, account or use of the Software if you breach or otherwise fail to comply with this Agreement. In addition, Antibex™ may terminate the (60) sixty day evaluation at any time in its sole discretion.
LIMITED WARRANTY. Antibex™ warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. If an implied warranty or condition is created by your province/jurisdiction and federal or provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Antibex™, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet Antibex™’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 16 (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some provinces/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from province/jurisdiction to province/jurisdiction. YOUR EXCLUSIVE REMEDY. Antibex™’s and its suppliers’ entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at Antibex™’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to Antibex™ with a copy of your receipt. You will receive the remedy elected by Antibex™ without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to Antibex™). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Antibex™ will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Antibex™’s warranty remedy procedures.
DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Antibex™ and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANTIBEX™ OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ANTIBEX™ OR ANY SUPPLIER, AND EVEN IF ANTIBEX™ OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Antibex™ and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Antibex™ with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or CAD$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 14, 15 and 16) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
APPLICABLE LAW. This EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario.
ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and Antibex™ relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Antibex™ policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
Last revision: August 2008