END USER LICENSE AGREEMENT (EULA)

PLEASE TAKE THE TIME TO CAREFULLY READ AND UNDERSTAND THE RIGHTS AND RESTRICTIONS THAT MAKE UP THE TERMS OF THIS END USER LICENSE AGREEMENT (THE "EULA"). THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND SYNCHROSERV INC. ("SYNCHROSERV") FOR THE USE OF THE SERVCTR SOFTWARE PRODUCT AND ACCESS TO THE CLIKFIX SITE AND SOME OR ALL OF THE CLIKFIX DATA THAT IT CONTAINS.

At the end of the EULA, You will be asked to either accept or not accept these terms. If You click the accept button, it is a symbol of Your signature and it is evidence that You agree to be bound by the terms of this EULA.

If You do not agree with the terms of this EULA, You may not access this ClikFIX site (the "Site") or use the Software Product (as defined below). The parties covenant and agree as follows:

 

 

Agreement

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 770, One Bentall Centre
505 Burrard Street
Box #89
Vancouver, BC
V7X 1M4
by email: service@clikfix.com


If You click the accept button, it is a symbol of Your signature and it is evidence that You agree to be bound by the terms of this EULA.

If You do not agree with the terms of this EULA, You may not access this site or use the Software Product.