Arbutus Software License Agreement

THIS ARBUTUS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND ARBUTUS SOFTWARE INC. (“ARBUTUS”). CAREFULLY READ THE TERMS OF THIS AGREEMENT BEFORE YOU INSTALL OR USE THE SOFTWARE AND ACCOMPANYING DOCUMENTATION (“SOFTWARE”). BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. You will not be able to install the Software unless you click on the button that indicates your acceptance of the terms of this Agreement. If you do not agree to all of the terms of this Agreement, then do not install or use the Software, but instead return the uninstalled Software and your dated proof of purchase to ARBUTUS within thirty (30) days of your purchase for a full refund of the license fees paid by you for the Software.
In the event of any conflict between this English language version and any other language version of this Agreement, the English language version will prevail.
Group Agreement. This section applies if the Software is provided to you under a Group Agreement. “Group Agreement” means a separate software license agreement with ARBUTUS under which the Software is licensed for use by a group of authorized users. If you are unsure whether you have received the Software under a Group Agreement, then you must contact whoever procured the Software from ARBUTUS for you to determine how it was provided. You acknowledge that ARBUTUS relies on you to determine whether the Software was provided under a Group Agreement and agree that, if the Software is not provided under a Group Agreement, then the terms of this Agreement apply. If you purchased the Software under a Group Agreement, then the terms of such Group Agreement replace the terms of this Agreement and govern your use of the Software. To install the Software you must still click on the button indicating your acceptance of the terms of this Agreement, however the terms of this Agreement will be superseded by those of the Group Agreement.
Grant of License. If the product supplied to you is identified as a single-user product, then this Agreement gives you the personal, non-exclusive, non-transferable, non-assignable and perpetual right to use the Software on a single computer at any particular time. If the product supplied to you is identified as a multi-user product, then this Agreement gives you the personal, non-exclusive, non-transferable, non-assignable and perpetual right to use the Software on a single computer network for a designated number of users as indicated on the invoice from ARBUTUS. You will not permit more than the designated number of users to use the multi-user product version of the Software at any time.
Upgrade License. This section applies if the Software is an upgrade. The upgrade of the Software is referred to in this section as the “Upgrade Product” and the product from which you are upgrading is referred to in this section as the “Original Product”. Your use of the Software is subject to the conditions that: 1) you acquired the right to use the Original Product legally (e.g. without infringing copyright or breaching the license agreement) from ARBUTUS or any of its licensors; 2) you installed and used the Original Product in accordance with the terms of the applicable license agreement; 3) you are authorized to acquire the Upgrade Product as a current subscriber to support services for the Software offered separately by ARBUTUS or by purchasing the Upgrade Product from ARBUTUS; 4) you will archive or destroy the Original Product within thirty (30) days of installation of the Upgrade Product; 5) you will not sell or otherwise transfer possession of the Original Product; and 6) you acknowledge that within thirty (30) days of installation of the Upgrade Product, the license for the Original Product will automatically terminate.
Evaluation License. This section applies if the Software is provided to you for evaluation or demonstration purposes. Such Software may contain an automatic disabling mechanism which prevents use of the Software after a specific date. Your right to use the Software is limited in accordance with the terms of the evaluation agreement under which you received the Software and the terms of this Agreement, including the “Evaluation Disclaimer” provision below. If no period of use is specified, then your right to use the Software will terminate thirty (30) days from receipt of the Software, at which time you must destroy or return the Software.
Subscription License. This section applies if the Software is provided to you on a subscription basis. Such Software may contain an automatic disabling mechanism which prevents use of the Software after the expiry of the subscription. Your right to use the Software is limited in accordance with the terms of your subscription. If you do
not renew your subscription, then your right to use the Software will terminate at the end of the subscription period, at which time you must destroy or return the Software.
Evaluation Disclaimer. This section applies if the Software is provided to you for evaluation or demonstration purposes. This “Evaluation Disclaimer” provision replaces the “Limited Warranty”, “Disclaimer” and “Limitation of Liability” provisions below. THE SOFTWARE IS PROVIDED “AS IS” AND FREE OF CHARGE. ARBUTUS, ITS LICENSORS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS OR AGENTS, MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, ORAL OR IN WRITING, WITH RESPECT TO THE SOFTWARE, INCLUDING ITS FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR ITS NON-INFRINGEMENT. ARBUTUS, ITS LICENSORS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS OR AGENTS WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS AND LOST DATA) ARISING OUT OF THE USE OF, OR THE INABILITY TO USE THE SOFTWARE. If you purchase the Software license following your evaluation of the Software, then the “Limited Warranty”, “Disclaimer” and “Limitation of Liability” provisions below will apply instead of this “Evaluation Disclaimer”.
License Restrictions. ARBUTUS reserves all rights not expressly granted to you. Without limiting the generality of the foregoing, you acknowledge that the Software contains trade secrets and agree that you will not: 1) copy the Software, except as permitted under this Agreement; 2) modify, adapt or translate the Software; 3) de-compile, reverse engineer or disassemble the Software or otherwise reduce the Software from object code to human- perceivable form; 4) use the Software to develop any works which are functionally compatible or competitive to the Software or create any works which are derived from the Software; 5) transfer, assign, sub-license, lease, rent, loan, sell or distribute the Software to a third party; or 6) network the Software (unless you have a multi-user version).
Back-up Copy. You may make one (1) copy of the Software for back-up purposes only, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software.
Ownership. No title to or ownership of the Software is transferred to you. All title, ownership rights and intellectual property rights in and to the Software, including any adaptations or copies of the Software, belong to ARBUTUS and its licensors. The Software is protected by the copyright laws of Canada, the United States and international copyright treaties.
Limited Warranty. ARBUTUS warrants for a period of ninety (90) days from the date of purchase (“Warranty Period”) that: 1) any physical media of the Software will be free from physical defect; and 2) the computer program portion of the Software will perform substantially in compliance with the accompanying documentation. Your sole remedy for defective media is replacement. Your sole remedy for non-compliance of the Software is to require ARBUTUS, at its option, to either correct such non-compliance, so that the Software meets this limited warranty, or refund the license fees paid by you for the Software. This limited warranty will be void if: (a) you fail to notify ARBUTUS of the non-compliance within the Warranty Period; or (b) the non-compliance has resulted from accident, abuse or misapplication of the Software by or on behalf of anyone other than ARBUTUS.
Disclaimer. EXCEPT FOR THE EXPRESS W ARRANTIES ST A TED ABOVE, THE SOFTW ARE IS PROVIDED “AS-IS” AND YOU ACCEPT THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND RESULTS OF USE OF THE SOFTWARE. EXCEPT AS OTHERWISE RESTRICTED BY LAW, ARBUTUS AND ITS LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ITS FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR ITS NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARBUTUS, ITS LICENSORS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS OR AGENTS, WILL INCREASE THE SCOPE OF SUCH REPRESENTATIONS, WARRANTIES OR CONDITIONS, OR CREATE ANY NEW WARRANTIES. IN ANY EVENT, THE LIABILITY OF ARBUTUS OR ITS LICENSORS UNDER ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS IS LIMITED TO THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE. Some jurisdictions do not allow the exclusion of implied warranties, so the foregoing exclusions may not apply to you. In that event, any implied warranties are limited in duration to the Warranty Period.
Limitation of Liability. ARBUTUS, ITS LICENSORS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SOFTWARE, OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARBUTUS’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so portions of this limitation and exclusion may not apply to you.
Termination. This Agreement becomes effective on the date you legally acquire the Software and will remain in force until terminated. Subscription agreements automatically terminate at the end of the subscription period, unless renewed. This Agreement will automatically terminate if you breach any of its terms. You may terminate this Agreement at any time by destroying the original and all copies of the Software. Upon termination of this Agreement, you must destroy the original and all copies of the Software and cease any use of the Software.
Governing Law. This Agreement is governed and construed under the laws of the Province of British Columbia and the federal laws of Canada, excluding conflict of laws provisions, and will be treated in all respects as a contract executed and performed entirely in British Columbia. You agree to submit to the non-exclusive jurisdiction of the courts of British Columbia. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Waiver and Severability. No waiver of any right under this Agreement is effective unless in writing and signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement. If any provision of this Agreement is unenforceable, that provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability and the other provisions of this Agreement will remain in full force.
Complete Agreement. This Agreement and the ARBUTUS order form is the complete and exclusive statement of the agreement between the parties and supersedes any purchase order, communications or representations regarding the Software. The terms of this Agreement will prevail notwithstanding any purported variance of such terms by any order submitted by you or on your behalf. You acknowledge and agree that any terms contained in your purchase order or other ordering document do not apply. This Agreement may only be amended by a separate written addendum signed by the parties. This section is subject to the sections entitled “Group Agreement” and “Evaluation License” which provide, among other things, that certain agreements between you and ARBUTUS, which are specified in those sections, may affect or replace the terms of this Agreement and your rights to use the Software.
Addenda. If the parties have entered into a separate written agreement which is identified as an addendum to this Agreement (“Addendum”) and the Addendum states that the terms of the Addendum will continue to apply during the term of your use of the Software, then the terms of the Addendum will be incorporated by reference into this Agreement and will prevail in the event of any conflict with the terms of this Agreement, unless either: 1) the Addendum expressly provides otherwise; or 2) the Addendum is expressly altered or revoked by a separate and subsequent written agreement between the parties.
Trademarks. “ARBUTUS” and “Legacylink” are trademarks of ARBUTUS or one of its subsidiaries or licensors. Other brands or products referenced in the Software or associated with it are the trademarks or registered trademarks of their respective owners.
Software Support. Support services for the Software, including, but not limited to, upgrades of the Software, are available through ARBUTUS separately.
Version: 20-01
© 2014 ARBUTUS Software Inc. All rights reserved.