This End-User License Agreement (hereinafter referred to as EULA) is a legal agreement between you (either and individual or single entity) and Okapya Software Solutions inc. (hereinafter referred to as OKAPYA).
By installing, copying or using any of the OKAPYA add-ons (hereinafter referred to as ADDON), you agree to be bound by the terms of this EULA.
The contents of this EULA supersede any conflicting provisions in the STANDARD EULA.
If you do not agree with the EULA, you are not authorized to install, copy or use the ADDON and are required to immediately uninstall and remove any previously installed or acquired copies.
1. Limited warranty
OKAPYA will use reasonable commercial efforts to provide solutions for any reported malfunctions. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY OKAPYA. OKAPYA MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NO INFRINGEMENT OF THIRD PARTY RIGHTS. THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; NO OKAPYA PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If you make any modifications to the ADDON during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this EULA, then this warranty shall immediately be terminated. This warranty shall not apply if the ADDON is used on or in conjunction with hardware or software other than the unmodified version of hardware and software which the Software was designed to be used as described in the Documentation.
2. Limitation of liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL OKAPYA OR ITS PARTNERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF OKAPYA'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF OKAPYA SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
3. Copyright and Infringement Indemnification
All intellectual property rights in and to the ADDON and Documentation are property of OKAPYA. All intellectual property rights related to the ADDON remain property of OKAPYA. Canadian copyright law, local copyright law and international treaties protect the ADDON as well as the rights related to it.
OKAPYA will hold You harmless against a third-party claim to the extent based on an allegation that the ADDON infringes a third party intellectual property right, provided that OKAPYA: (i) is promptly notified and furnished a copy of such Claim, and all other documents that the claim is based on (ii) is given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement.
OKAPYA will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of the ADDON in combination with any non-OKAPYA product, software or equipment; (ii) use of the ADDON in a manner or for an application other than for which it was designed or intended to be used, regardless of whether OKAPYA was aware of or had been advised of such use; (iii) modifications to the ADDON by any person or entity other than OKAPYA;
If the ADDON becomes, or in the opinion of OKAPYA may become, the subject of a Claim, OKAPYA may, at its option and in its discretion: (i) procure for You the right to use the ADDON, free of any liability; (ii) replace or modify the ADDON to make it non-infringing; or (iii) terminate your right to continue using the ADDON and refund, in this case, any license fees related to the ADDON paid by You.
This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. OKAPYA may amend or modify this EULA at any time without having to notify you or obtain your prior approval. However, amendments and modifications to the EULA will only take effect upon purchasing or renewing the ADDON license.
OKAPYA has the right to use Your name for commercial purposes and/or to include your name and/or logos in his clients list. OKAPYA will stop using Your name and/or logos upon request.
If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall remain in full force and effect.
Neither this EULA, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. You shall, at your own expense, promptly obtain and arrange for the maintenance of all mandatory government approvals, if any, and comply with all applicable local laws and regulations as may be necessary for your performance.
This EULA and any other agreement with OKAPYA will be governed by Canadian law.