INDUSFLOW SYSTMS INC.

SOFTWARE LICENSE AND END USER AGREEMENT

THIS END USER LICENSE AGREEMENT APPLIES TO ALL SOFTWARE DEVELOPED BY INDUSFLOW SYSTMS INC. INCLUDING THE FOLLOWING PRODUCTS:

 

* SYNDiTM Loan Manager

* SYNDiTM Fund Manager

* SYNDiTM Investment Ledger

* SYNDiTM Electronic Funds Transfer

* SYNDiTM Broker

* SYNDiTM Service

* SYNDiTM T5

 

IMPORTANT – READ CAREFULLY BEFORE YOU PROCEED FURTHER.

 

This End User License Agreement (hereafter referred to as “Agreement”) is a legal agreement between You (“You” and “Your” includes a person and/or an individual entity) and INDUSFLOW SYSTMS INC. (“INDUS”) concerning the specified software products(s) (hereinafter referred to as “Software”).  The Software includes all component parts, the associated media, any printed materials, any updates, and any “online” or electronic documentation, as applicable.  By accessing, installing, copying or otherwise using the Software, You agree to be bound by the terms of the Agreement.  If You do not agree to these  terms, INDUS is unwilling to license the Software to You.  In such event, You may not access, use or copy the Software, and You should promptly contact INDUS for instructions on returning the Software.

 

WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.

 

General License

 

By installing an authorized copy of the Software, You are granted a non-transferable License to use the Software, and agree to the following Terms and Conditions.

 

Accordingly You may:

 

  • use the software and documentation for Your own internal purposes only, at Your normal place of business (i.e. one location, on a single server and local area network) for payment of the Initial License Fee as well as the Annual License and Support Fees if applicable until this Agreement is cancelled or defaulted;
  • make copies of the programs for backup purposes only and make one copy of the documentation for each additional concurrent user You have licensed for the Software. You will receive one electronic copy of the Documentation with the Initial License Fee.

 

Your continued use of the Software is granted annually with Your payment of the Annual License and Support Fee if applicable.

 

You acknowledge that the Software and Documentation as well as other Materials contain confidential information that is proprietary to INDUS and/or other third parties. You will take the same care to safeguard these materials as You take to safeguard Your own confidential information. You will not receive source code for the Software.

 

You may not:

 

  • modify the programs, other than those modules which allow modification such as reporting tools, lookup tables etc;
  • sell or otherwise transfer the programs to any other party:
  • provide copies of the software or documentation to anyone outside Your establishment for any reason.

 

We warrant that the Software will perform substantially in accordance with its written specifications and Documentation, however, it is licensed to You without specific warranty, except as provided through this agreement. INDUS takes no responsibility for any direct, indirect or consequential damages including, but not limited to, lost profits, lost revenues, failure to realize expected savings, or other commercial or economic losses of any kind; or any damages caused by Your failure to meet Your responsibilities. Our liability for damages for any cause whatsoever including negligence, is limited to the amounts You have paid to INDUS hereunder for the initial License Fees.

 

Your responsibilities include making the choice to use the Software and Services and obtaining results from their use. You agree to operate the Software in an environment and on equipment that meets our specifications. You agree to implement appropriate safeguards for Your data through the use of adequate backup and backup media storage procedures. INDUS is not responsible for Your data or its backup and recovery.

 

All Third Party Software is provided to You without direct warranty from INDUS, with INDUS acting as an agent. You agree to be bound by and sign all the applicable License Agreements and Support Agreements for Third Party Software, where necessary.

 

 

Services Provided Under This Agreement

 

Our responsibilities are, for the stipulated fees, to provide the services which are listed in this Agreement.

 

Where Conversion services are performed, they are done so on a time and expenses basis at current rates, unless otherwise indicated. In all cases Customer is responsible for providing data for conversion and INDUS takes no responsibility for the integrity and accuracy of this data. Customer is responsible for ensuring that it keeps proper archives and paper records of the data as it existed prior to conversion in the event that it may be needed at some date in the future.

 

Where Installation, Training, Implementation and Consulting Services are provided, they are done so on a time and expenses basis for the agreed upon rates herein. The Customer may request additional services at any time, and INDUS will provide these services at the prevailing rates, which are subject to change. All requests for additional services must be made in writing by the Customer.

 

Training services may be conducted at INDUS facilities or at the Customer’s place of business, or at other facilities. All costs for equipment, such as computers, classroom projectors etc, and all other expenses will be the responsibility of the Customer. INDUS reserves the right to limit class size for each training course.

 

Annual License and Support Fees:

 

The Annual License and Support Fee, if applicable, covers:

 

  • Your right to continue using the Software at Your site within the licensing constraints
  • Your continued service and maintenance of the product to ensure that it performs in accordance with our specifications
  • Your unlimited access to INDUS Support Services Hotline for assistance during normal INDUS business hours. (Training is not included – this is for support services only)
  • our supply of updates to the Software and documentation that in our opinion, have universal appeal, to be delivered through scheduled product updates

 

The following services are not covered by any Licensing and Support Fees:

 

  • data conversions, custom programming, report and special forms creation, unless specifically indicated
  • user training (including excessive use of our Hotline because of a lack of training or comprehension)
  • on-site visits to Your site by our support staff
  • applicable costs related to installation of updates including, conversion, training, installation, shipping, media, etc
  • diagnosis and correction of third party software and/or hardware problems such as network and printing problems
  • new modules which INDUS deems to be considered separate to the Software and outside of the update process
  • services required as a result of any modifications to the Software performed by anyone other than INDUS personnel
  • data recovery and other services required as a result of failure of Your computer or network environment

 

If You fail to pay the Annual Licensing and Support Fee if applicable within 90 days of an anniversary date, we have the right to cancel Your Licence, at which time You will forfeit Your right to continue using the Software.

 

Additional Items

 

  • All applicable taxes and delivery charges are in addition to the listed prices.
  • INDUS reserves the right to increase rates for Services at any time, without notice. INDUS reserves the right to increase Annual Fees if applicable with 30 days advance notice from any renewal date.
  • Neither party shall be liable for delay or failure in performance resulting from acts beyond their control, including, but not limited to Acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike, lockout, communication line or power failures, failure, inoperability or destruction of Your computer.
  • This Agreement shall be governed by and in accordance with the laws of the Province of Ontario, Canada.
  • The Customer shall have no right to assign this Agreement without the express written permission of INDUS.
  • This Agreement and any Schedule attached hereto contains the complete and exclusive statement of the Agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind, whether oral or written. No oral or written representation that is not expressly contained in this Agreement is binding on INDUS.
  • The customer acknowledges that there are no warranties or conditions expressed or implied arising out of this Agreement, including but not limited to, implied warranties or conditions of merchantable quality or fitness for a particular purpose and those arising by statute or otherwise in law, or from a course of dealing or usage of trade.
  • All expenses incurred are chargeable to the Customer including, travel, delivery and courier fees, long distance tolls, time and travel expense for customer site visits, media charges, administrative fees, telephone and modem communications charges, etc).
  • Each party acknowledges that it has read and understands these Terms and Conditions and agrees to be bound by them and further agrees that it is the complete and exclusive statement of Terms and Conditions between the parties, which supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties.
  • INDUS agrees to keep all Customer data and information strictly confidential.
  • In the event the Customer fails or neglects to make any payment for the Licensed Program when due, INDUS may, within 60 days after written notice, at its option, and in addition to any other right which it has under this Agreement or at law delay delivery of any materials or the performance of any services under this or any other agreement with the Customer until such payment is made.

 

 

Limitation of Liability

 

Under no circumstances shall INDUS be liable to You or to any other person or entity for any indirect, special, incidental, or consequential damages of any character whatsoever (including, without limitation, damages for loss of profits, loss of goodwill, loss of confidential or other information, for business interruption, work stoppage, computer failure or malfunction, for personal injury, loss of privacy, for failure to meet any duty including a duty of good faith or of reasonable care, for negligence (whether active or passive), and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use or inability to use the software, or otherwise under or in connection with any provision of this agreement, even in the event of fault, tort (including negligence, and gross negligence), strict liability, breach of contract, or breach of warranty by INDUS, and even if INDUS has been advised of the possibility of such damages. In no event will INDUS be liable for any damages in excess of the list price INDUS charges for a license to the software. This limitation of liability shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation.