Software EULA

End-User License Agreement (EULA) of SIMS3/DRIMS Software 

Definitions and Interpretations 

1. Agreement or License or EULA shall mean this End User License Agreement 
2. Licensee or You or Your shall mean You, the individual or business entity licensing the product under the terms of this agreement. 
3. Intellectual Property means maintenance of, or a fix to, a version of a Product, including, but not limited to, a hotfix, patch, or enhancement, none of which function as a standalone service or other software package and which do not have an additional cost for any additional licensee. 
4. Upgrade means a major standalone vision for the product, which may include additional application features or functionality. 
5. A person includes a natural person, corporate or unincorporated body (whether having separate legal personality) and that persons legal and personal representatives and successors, permitted assigns. 
6. Words in the singular shall include the plural and vice versa. 
7. A reference to one gender includes a reference to all genders. 
8. A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or reenactment and includes any statute, statutory provision or subordinate legislation which it amends or reenacts, provided that, as between the parties, no such amendment or reenactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of any party. 
9. A reference to writing or written includes email. 
10. Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 
11. Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 
12. References to articles, sections, or clauses are to the articles, sections, and clauses of this agreement. 
13. We, us, and our, refers to Scentroid, a Division of IDES Canada 

This End-User License Agreement (“EULA”) is a legal agreement between you and Scentroid, a Division of IDES Canada.  

This EULA agreement governs your acquisition and use of our SIMS2/DRIMS2 software (“Software”) directly from Scentroid or indirectly through a Scentroid reseller or distributor (a “Reseller”).  

BY WAY OF THE INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS PRODUCT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU THEN HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS NOR USE THE PRODUCT. 

Please read this EULA agreement carefully before accessing and using the SIMS2/DRIMS2 software. It provides a license to use the SIMS2/DRIMS2 software and contains warranty information and liability disclaimers. 

If you have registered and received a free trial of the SIMS2/DRIMS2 software, this EULA agreement will also govern that trial. By clicking “accept” or accessing and/or using the SIMS2/DRIMS2 software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this EULA agreement. 

If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not access, or use the Software, and you must not accept this EULA agreement. 

This EULA agreement shall apply only to the Software supplied by Scentroid herewith regardless of whether other software is referred to or described herein. The terms also apply to any Scentroid updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply. 

License Grant 

Scentroid hereby grants you a personal, non-transferable, non-exclusive license to use the SIMS2/DRIMS2 software on your devices in accordance with the terms of this EULA agreement. 

You are permitted to access the SIMS2/DRIMS2 software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the SIMS2 software. 

You are not permitted to: 

1. Edit, alter, modify, adapt, translate, or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble, or reverse engineer the Software or attempt to do any such things. 
2. Reproduce, copy, distribute, resell, or otherwise use the Software for any commercial purpose. 
3. Allow any third party to use the Software on behalf of or for the benefit of any third party. 
4. Use the Software in any way which breaches any applicable local, national, or international law. 
5. use the Software for any purpose that Scentroid considers is a breach of this EULA agreement. 

Intellectual Property and Ownership 

Scentroid shall always retain ownership of the Software as originally intended for use by you and all subsequent uses of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Scentroid. 

Scentroid the right to grant licenses to use the Software to third parties. 

Should any further deliverable such as a report generated from Scentroid Software be copied, modified, and/or distributed, Scentroid must be credited appropriately. Upon crediting Scentroid, we grant to user a worldwide, royalty-free, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables. 

Protected Product 

This Scentroid product is protected by copyright and other Intellectual Property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animations, text and music that may be incorporated as part of the offered content. Such offered content must be treated as any other copyrighted material, with the exception that it is allowable for you to make copies as provided by the License. However, printed material, which may accompany any offered content, may not be copied.  

Updates/Upgrades 

Scentroid may find the need to make available updates or upgrades for the product, in accordance with the herein contained terms and conditions of this EULA. It shall be at the sole discretion of Scentroid to make conditional releases of said updates or upgrades to you upon your acceptance of another EULA or execution of another separate agreement. Should you elect to install and make use of these updates, you are therefore agreeing to be subject to all applicable license, terms and conditions of this EULA and any other agreement. 

Subscription Period 

The subscription period for the software will begin on the day you initialize the software and end one year thereafter. This may be delayed based off a Scentroid issued permission, promotion, or exception. You agree to pay the subscription fee for the subscription period. Your subscription to the software will automatically renew for a new subscription period upon your payment of the new subscription fee. Scentroid reserves the right to change the subscription fee for any renewal subscription periods. Each new subscription period will be subject to the same terms and conditions set forth in this agreement, which may be updated by Scentroid from time to time.  

Data Export 

Although we stand by our product and our commitment to relay highly accurate data, client-based results may be affected through a lack of client maintenance, calibration, or poor installation of Scentroid equipment. Due to this, Scentroid does not warrant that data will be uninterrupted or error free, nor does it make any warranty to the results that may be obtained from the use of the product. 

Termination 

This EULA agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to Scentroid. 

It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement. 

Limitation of Liability 

IN NO EVENT WILL SCENTROID BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT. 

Governing Law 

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of Canada.