The license key you received and the software already installed on your Elfiq Networks system is subject to the terms of this Elfiq Operating System (EOS) End User License Agreement. This End User License Agreement has been furnished along with the Elfiq Networks system and is also available on request from Elfiq Networks.
READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE DOWNLOADING, INSTALLING, OR USING THE ELFIQ OPERATING SYSTEM SOFTWARE. By downloading, installing or using the software of otherwise expressing your agreement to the terms contained herein, you (as customer or if you are not the customer, as a representative authorized to bind the customer) consent to be bound by this End User license Agreement (this “Agreement”). If you do not or cannot agree to the terms contained herein, do not use the Elfiq Operating System software and you may contact Elfiq Networks regarding license terms.
- Parties to the Agreement. The Parties to this Agreement are Elfiq Networks (Elfiq Inc.) and its subsidiaries (collectively “Elfiq”), and the person or organization (the “Customer”) that originally purchased from Elfiq or an authorized Elfiq partner the applicable license of the software (the “Software”).
- The Software means all program modules of the Elfiq Operating System software, and updates and releases of the Software, for which Customer has paid the initial purchase or maintenance fees to Elfiq or an authorized Elfiq partner.
- License Grant. Subject to payment of the applicable fees and the limitations and restrictions set forth herein, Elfiq grants to Customer a non-exclusive and non-transferable license, without right to sublicense, to use the Software, in executable form only, subject to the following use restrictions:
- Customer shall use the Software solely as embedded in, and for execution on, Elfiq equipment originally purchased by Customer from Elfiq or an authorized Elfiq partner.
- Product documentation, paper or electronic, and/or the particular licenses purchased by Customer may specify limits to Customer’s use of the Software. Such limits may restrict use to a maximum number of links, sessions, virtual forwarder interfaces, connections or nodes, or require the purchase of separate licenses to use particular features, functionalities, services, operations, or capabilities, or provide throughput, performance, configuration, bandwidth, interface or geographical limits. Customer’s use of the Software shall be subject to all such limitations and purchase of all applicable licenses.
- Use prohibitions. Notwithstanding the foregoing, the license provided herein does not permit the Customer to, and Customer agrees not to and shall not: (a) modify, unbundle, reverse engineer, or create derivative works based on the Software; (b) make unauthorized copies of the Software; (c) rent, sell, transfer, or grant any rights in and to any copy of the Software, in any form, to any third party; (d) use any locked or license-restricted feature, function or capability without first purchasing the applicable license(s); (e) distribute any license key for the Software to any third party; (f) use the Software on non-Elfiq equipment; or (g) use the Software in any manner other than as expressly provided herein.
- Audit. The Customer shall maintain accurate records as necessary to verify compliance with this Agreement. Upon request by Elfiq, Customer shall furnish such records to Elfiq and certify its compliance with this Agreement.
- Confidentiality. The Parties agree that aspects of the Software and associated documentation are the confidential property of Elfiq. As such, Customer shall exercise all reasonable commercial efforts to maintain the Software and associated documentation in confidence, which at a minimum includes restricting access to the Software to Customer employees and contractors having a need to use the Software for Customer’s internal business purposes.
- Ownership. Elfiq retain ownership of all right, title, and interest (including copyright) in and to the Software and associated documentation.
- Warranty, Limitation of Liability, Disclaimer or Warranty. Elfiq warrants that commencing from the date of shipment to Customer, and continuing for a period of ninety (90) days: (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to the product documentation. Customer’s sole and exclusive remedy and the entire liability of Elfiq under this warranty will be (a) replacement of defective media and/or (b) at Elfiq’s option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to Elfiq within the warranty period. In no event does Elfiq warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Elfiq does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. Maintenance and support services may be purchased separately. THIS SOFTWARE IS PROVIDED “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL ELFIQ NETWORKS (ELFIQ INC.) OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- Taxes. All license fees and Elfiq equipment for the Software are exclusive of taxes, withholdings, duties, or levies (collectively “Taxes”). Customer shall be responsible for paying Taxes arising from the purchase of the license and Elfiq equipment, or importation or use of them.
- Export. The Software is subject to Canadian and US Export Administration Regulations and other export control laws and regulations, and export, re-export or other diversion contrary to any such laws and regulations is prohibited. Customer agrees to comply with all applicable export laws and restrictions and regulations, and not to export or re-export the Software in violation of any such restrictions, laws and regulations, or without all necessary approvals. Customer shall be liable for any such violations. The version of the Software supplied to Customer may contain encryption or other capabilities restricting Customer’s ability to export the Software without an export license.
- Elfiq may terminate any Software license upon written notice if Licensee breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. If a license granted under this Agreement terminates, Customer shall: (a) cease using the Software; and (b) certify to Elfiq within one (1) month after termination that Customer has destroyed or has returned to Elfiq the Software and all copies.
- Miscellaneous. This agreement shall be governed by the laws of the Province of Quebec Canada without reference to its conflicts of laws principles. For any disputes arising under this Agreement, the Parties hereby consent to the personal and exclusive jurisdiction of, and venue in, the provincial and federal courts within Montreal, Quebec. This Agreement constitutes the entire and sole agreement between Elfiq and the Customer with respect to the Software, and supersedes all prior and contemporaneous agreements relating to the Software, whether oral or written (including any inconsistent terms contained in a purchase order). No modification to this Agreement nor any waiver of any rights hereunder shall be effective unless expressly assented to in writing by Elfiq. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remainder of this Agreement. The Parties confirm that this Agreement and all related documentation is and will be in the English language. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattache, soient rédigés en langue anglaise.
Special License keys
There are three variations of the end-user license and they are differentiated by the entry banner when login into the Software. Entry banners are:
1) DEMO LICENSE
DEMO NOT FOR RESALE – FOR EVALUATION ONLY
THIS DEMO UNIT IS THE PROPERTY OF ELFIQ NETWORKS.
2) NOT FOR RESALE DEMO LICENSE
DEMO NOT FOR RESALE – FOR EVALUATION ONLY
Note: The unit is owned by an Elfiq partner for internal use or demo purposes only. It can not be sold to an end-user.
3) HARDWARE REPLACEMENT LICENSE (HRL)
HARDWARE REPLACEMENT UNIT
Note: The unit is owned by an end-user as an onsite hardware replacement or test unit. It can not be used in a production environment except in the sole purpose of replacing a defective unit.