1. Services Agreement
SynchroSERV is a provider of transaction management services to certain
property owners (each a "Customer") pursuant to certain
services agreements with individual Customers (each a "Services Agreement").
Each Services Agreement also permits Customers to use SynchroSERV's proprietary
ServCtr software technology which includes but is not limited to codes,
tutorials, executables, documentation, logic, service, training, upgrades,
updates, and support (the "Software Product"). In order to
facilitate the provision of services to Customers, SynchroSERV provides
property managers, tenants, third party service providers and other entities
(each individually a "Third Party User") with electronic
access to this Site and the use of the Software Product. The Site is owned and
operated by SynchroSERV.
2. Agreement
Before SynchroSERV may grant You a license to access the Site and the Software
Product, (i) You must agree to the rights, obligations and restrictions
contained in this EULA; (ii) SynchroSERV must be formally notified, by their
Customer, that your application for access has been approved; (iii) You can
form legally binding contracts under applicable law; (iv) You provide the
necessary registration data; and (v) SynchroSERV accepts your registration.
If You do not meet the foregoing criteria You are not permitted to use the Site
or the Software Product. This Site is not intended to be used by consumers, nor
are the consumer products laws of any jurisdiction intended to apply to the
Site or the Software Product or Your use thereof.
3. Intellectual Property Protection
The Software Product and the Site is protected by copyright laws as well as
other intellectual property laws.
4. License
4.1 License Grant: SynchroSERV hereby grants to You a
fully-paid, royalty-free, non-transferable, revocable, and non-exclusive
license to use this Site and the Software Product in accordance with this
Agreement. The Software Product is licensed to You, not sold.
4.2 Use Rights: Except for the limitations to Your rights that
are outlined in Section 4.3 below, You may use the Site and Software Product to
access the system modules and associated reports as approved by the Customer
and to perform activities associated with those modules.
If SynchroSERV provides You with any written documentation as a part of this
Software Product, You may not copy those printed materials. If, through the use
of this Software Product, You receive any documentation in an electronic form,
You may only print such copies of that electronic documentation as are
reasonably necessary for You to use this Software Product and the Site.
4.3 Limited License: AN ESSENTIAL PART OF THIS EULA IS THAT YOU
AGREE THAT ALL PROPRIETARY RIGHTS, INCLUDING ALL COPYRIGHTS, PATENTS,
TRADE-MARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS AND TITLE IN
AND TO THE SITE AND THE SOFTWARE PRODUCT ARE RESERVED AND OWNED BY SYNCHROSERV.
Except as expressly provided in this Agreement and except to the extent
reasonably required to provide services to, or on behalf of, the Customer, You
shall not (and will not authorize or assist others to):
Reproduce, copy, replicate, duplicate, modify, translate, customize or
otherwise change the Site or the Software Product or any data or information on
the Site whether in whole or in part;
Rent, sell, lease, license, sub-license, transfer, publish, redistribute,
retransmit or otherwise provide third party access to the Site or the Software
Product or any data or information on the Site, whether in whole or in part;
Remove, cover or alter any SynchroSERV or Customer trade-marks, trade names,
copyrights, or other proprietary notices, labels or marks appearing on or in
the Site or in copies of the Software Product delivered to You under this
Agreement;
Reverse engineer, de-compile, disassemble, or otherwise attempt to gain
access to the Site's underlying technology or derive the source code of the
Software Product, whether in whole or in part, including but not limited to
creating derivative works from or based on the Software Product;
Market, re-market or provide copies of the Software Product or any data or
information on the Site, or disclose information about the design of the
Software Product in whole or in part, to any person or entity; or
Allow other persons or entities to access the Site or the Software Product
or any data or information on the Site or the Software Product using Your login
code.
4.4 Security Measures: You agree to take reasonable security
precautions, but no less than reasonable care, to prevent unauthorized use of
and access to the Site or the Software Product or data related to the Software
Product, whether in whole or in part.
4.5 Reservation of Rights: SynchroSERV hereby reserves any and
all rights not specifically granted to You under this Agreement with respect to
the Software Product and the Site.
5. Obligations and Restrictions
As a condition of this EULA, You agree to the following obligations and
restrictions:
5.1 Breach of License: You will notify SynchroSERV immediately,
and in any event no later than within 24 hours, upon becoming aware of any
breach of this Agreement.
5.2 Incorrect Access: You will notify SynchroSERV immediately,
and in any event no later than within 24 hours, of discovery by You that You
are receiving incorrect (whether too restrictive or too broad) access to the
Site or the Software Product.
5.3 Breach: If You breach any of the provisions of this Section
5, SynchroSERV may, at its sole discretion, suspend or terminate this Agreement
and Your access to the Site or the Software Product effective immediately and
with or without providing You notice of such suspension or termination.
6. Minimum System Requirements
To access and use the Site and the Software Product properly, You must have the
required hardware and software components, and those components may change over
time. In addition to having the right components, Your system must be
configured to allow cookies during the user session. SynchroSERV shall ensure
that all cookies are configured to be deleted when You log off the Site.
7. Version
SynchroSERV retains the right to make enhancements, fixes, changes and
alterations to the Site or the Software Product over time in its discretion,
and will supply You with access to the most current version.
8. No Warranties
AN ESSENTIAL PART OF THIS EULA IS THAT YOU ACKNOWLEDGE AND AGREE THAT THE
SOFTWARE PRODUCT AND YOUR ACCESS TO THE SITE IS FURNISHED TO YOU BY SYNCHROSERV
AT NO CHARGE AND ON AN "AS IS" BASIS.
SYNCHROSERV DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR LIABILITIES WITH
RESPECT TO THE SITE AND THE SOFTWARE PRODUCT, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE,
MERCHANTABILITY, DURABILITY, LACK OF VIRUS, OR FITNESS FOR A PARTICULAR
PURPOSE.
8.1 Software Product: SynchroSERV does not warrant that the
Site or the Software Product will meet Your's or any other party's needs or be
free from errors, and there will not be any warranties created by a course of
dealing, course of performance or trade usage.
8.2 Actions and Decisions taken by You: You assume all
responsibility for all conclusions drawn, decisions made and, results obtained
from Your use of the Site and the Software Product. You hereby release
SynchroSERV and the Customer from any and all liability arising from or related
to all claims concerning the Software Product or Your use of the Software
Product and the Site.
9. Limitation of Liability
AN ESSENTIAL PART OF THIS EULA IS THAT YOU AGREE THAT IN NO EVENT SHALL
SYNCHROSERV'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE
OF THE SITE OR SOFTWARE PRODUCT EXCEED CDN$100.00. Under no circumstances shall
SynchroSERV be liable to You, under any contract, strict liability, tort,
negligence, or other legal or equitable theory, for any indirect, incidental,
consequential, punitive or special damages, arising out of or related to this
agreement including damages for loss of business profits, business
interruption, loss of business information, and the like, even if SynchroSERV
has been advised of the possibility of such damages.
10. Confidentiality
AN ESSENTIAL PART OF THIS EULA IS YOU AGREE THAT, EXCEPT TO THE EXTENT REQUIRED
IN CONNECTION WITH YOUR USE OF THE SITE, YOU WILL NOT DISCLOSE OR OTHERWISE
MAKE KNOWN ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW), TO ANY OTHER
PERSON, WITHOUT THE EXPRESS WRITTEN CONSENT OF SYNCHROSERV, EITHER DURING THE
TERM OF THIS AGREEMENT OR FOR A PERIOD OF FIVE (5) YEARS THEREAFTER.
10.1 Precautions: You agree to take all reasonable precautions,
but no less than reasonable care to protect the Confidential Information (as
defined below).
10.2 Definition: "Confidential Information" means all
information, materials and data accessible on the Site and includes Customer
data, trade secrets, business information and financial information with regard
to SynchroSERV, the Customer, and Third Party Users as well as information
relating to the functionality of the Software Product or the Site or the
documentation or source code for the Software Product or the Site. Confidential
Information does not include information that is or becomes publicly known
through no fault of You, or information that is independently developed or
provided or made available to You from or owned by a source other than
SynchroSERV, provided that such disclosure was not in contravention of an
obligation of confidentiality to SynchroSERV.
10.3 SynchroSERV acknowledges and agrees that the ownership in
and use by SynchroSERV of any confidential Customer data is governed by the
terms of the Services Agreement between SynchroSERV and each such customer.
11. Residual Information
Subject to SynchroSERV obligations of confidentiality to Customers, You agree
that SynchroSERV may use Residual Information in an aggregated and anonymous
form (SynchroSERV will not use or disclose information in any way that can
identify you) without restriction for any purpose within its discretion,
including but not limited to product development. "Residual Information" refers
to intangible information that is accumulated over time as a result of usage
patterns and other observations based on any party's use of the Site and the
Software Product, including Your use of the Site and the Software Product.
12. Termination
12.1 Term: This Agreement will remain in effect for the
duration of the term of the Services Agreement and this Agreement and Your
access to the Site and the Software Product will immediately terminate upon the
expiration or termination of the Services Agreement to which your access
relates.
12.2 Termination for Default: With or without providing notice
to You, SynchroSERV may suspend or terminate this Agreement and Your access to
the Site and the Software Product if You fail to uphold Your obligations or if
You breach any of the restrictions set out in Section 5 of this Agreement.
12.3 Termination at the Direction of the Customer: With or
without providing notice to You, SynchroSERV may suspend or terminate this
Agreement and Your access to the Software Product immediately when and if the
Customer notifies SynchroSERV that You are no longer authorized under the
Services Agreement to access and use the Software Product or the Site.
12.4 Modification: SynchroSERV may revise the EULA in its
discretion at any time. If SynchroSERV revises the EULA, SynchroSERV will
inform You of the changes and ask for Your acceptance of the changes. If You do
not accept the changes, SynchroSERV reserves the right to terminate or suspend
Your access to the Site and the Software Product.
12.5 Consequences of Termination: You will deliver to
SynchroSERV or destroy all originals and copies of the Software Product or
Software Product documentation relating thereto which You have in Your
possession and You will delete all copies of the Software Product and Software
Product documentation relating thereto from Your computer systems, within five
days after the termination of this Agreement or Your access to the Software
Product and the Site.
13. General
13.1 Binding Effect and Enurement: This Agreement is binding
upon, and enures to the benefit of, the parties and their respective heirs,
executors, administrators, successors, personal representatives, and permitted
assigns.
13.2 Non-Assignment: You may not assign this Agreement or any
rights granted hereunder in whole or in part.
13.3 Governing Law and Jurisdiction: This Agreement shall be
governed by, and be construed in accordance with, the laws of British Columbia
and the laws of Canada applicable in British Columbia, which will be deemed to
be the proper law of this Agreement. The courts of British Columbia sitting in
the City of Vancouver will have original and exclusive jurisdiction over this
Agreement, including without limitation the enforcement of this Agreement and
any dispute regarding its interpretation and application, and the parties
hereby irrevocably submit and attorn to the original and exclusive jurisdiction
of the courts of British Columbia sitting in the City of Vancouver for those
purposes.
13.4 Questions: If You have any questions or comments and wish
to contact SynchroSERV, You can reach SynchroSERV in any of the following ways:
by Phone: 604-628-5973
by Fax: 604-628-5971
by Mail: SynchroSERV Inc.
Suite 1055, Two Bentall Centre
555 Burrard Street
Box #235
Vancouver, BC
V7X 1M8
by email: service@clikfix.com
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