ICAM grants to Customer and Customer accepts from ICAM, a License to use ICAM’s Software products, media, security locks and documentation (Software), under the following terms and conditions.
Customer understands that the Software will always remain the property of ICAM and that the Customer’s purchase of this License is a one-time fee (Temporary or Paid-Up) for the limited right to use the Software identified in this agreement, as well as other Software which may be provided by ICAM to the Customer.
Customer understands that each Software License granted herein is a Single Seat, Single Computer/CPU based locked license and that each Computer/CPU on which the Software will be installed and operated must be licensed individually or, otherwise when applicable, a Floating License as per ICAM’s Floating Licensing Terms and Conditions.
Until such time that ICAM receives full and final payment from Customer, ICAM reserves the right to deliver temporary access codes to activate the Software. Upon ICAM’s receipt of full and final payment, ICAM will provide Customer with permanent access codes for the Software.
Customer agrees not to use the Software to provide service bureau, time sharing, or data center service without ICAM’s written authorization.
If Customer breaks any term or condition of this Agreement, it is understood that ICAM may revoke this Customer License Agreement and may take further actions against the Customer.
Customer agrees to keep the Software confidential at all times, even in the event of breach or termination of this Agreement.
Customer hereby understands and agrees that:
a) The ideas, concepts, and specific information as well as all components of the Software are confidential proprietary information and trade secrets belonging to ICAM, and that such information will be treated by Customer at all times as confidential and will not be disclosed to anyone other than persons in the employment of the Customer as required. Such persons shall be bound by the confidentiality of this Agreement.
b) All data, reference materials, documentation, security lock(s) and records in any way incorporating or reflecting any of such confidential proprietary information shall belong exclusively to ICAM.
Customer agrees not to change, modify, or reverse-engineer the Software and further agrees not to permit the use of the Software by any third party not licensed under this Agreement.
Customer agrees not to copy the Software except for Customer’s backup purposes, and to endeavour to keep unpermitted copies of the Software from being made. Customer further agrees to keep records of all copies made and agrees to allow ICAM access to these records if requested.
Customer accepts full responsibility for the installation, management and operations of the Software.
Customer agrees not to modify any copyright, trade secret or trade mark notices in or on the Software and further agrees to protect ICAM from and reimburse ICAM for, any loss if such modifications are made.
Customer agrees not to develop any product which competes with the Software, and further agrees not to permit or cause the Software provided hereunder to be used as a basis for such development.
Customer agrees not to permit or cause said confidential proprietary information to be placed in the public domain.
If the Software License is Temporary, Customer agrees to return all forms of the Software, including media, documentation and security locks, all in good condition to ICAM via registered mail or courier, such that it is received by ICAM on or before the last day of the evaluation period. Customer agrees that its failure to meet this condition constitutes acceptance of the Software for which Customer will pay full list price and, at which time this agreement will be automatically converted from a Temporary License to a Paid-Up License.
Customer understands and respects that ICAM develops and supplies its own highly specialized software products and related services under license agreements and contracts to its customers and therefore Customer agrees that without specific written agreement with ICAM to the contrary, that it will not circumvent any ICAM services or contracts by hiring directly or indirectly through a third party any ICAM employee during the term of any agreement with ICAM and for a period of 2 years thereafter. Customer agrees that failure to comply with this requirement will result in a pre-approved and automatically billed employee transfer fee of $100,000.00 in Canadian Funds per ICAM’s standard payment terms and conditions, with payment due from Customer to ICAM prior to the employee’s commencement of direct or indirect employment with or for Customer. Customer further understands and agrees that it and ICAM employees are bound by agreements with non-compete and strict confidentiality terms designed to protect ICAM’s business, trademarks and intellectual property and that the transfer of an employee and the associated fee does not eliminate or diminish in any way the employee’s or the Customer’s obligations to respect such agreements.
Because violation of this Agreement will harm the value of ICAM’s technological developments, ICAM shall be entitled to equitable relief to protect its interest therein, including, but not limited to injunctive relief, specific performance, as well as monetary damages in the event of any breach of this Agreement.
Customer agrees to notify ICAM immediately, in writing, should anyone allege that Customer’s use of the Software violates any rights. With the exception of consequential damages, ICAM will protect the Customer from, and reimburse the Customer for any costs and losses resulting from proof of such allegations, provided Customer is not in breach of this Agreement.
ICAM warrants for a period of ninety (90) days that the software will perform the functions and operate in the manner described in the user documentation provided by ICAM and ICAM retains the right to modify either the software or user documentation to maintain compatibility.
The express warranties set forth in this Agreement are in lieu of all other warranties, either legal or conventional, expressed, or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose and all such other warranties are hereby disclaimed and excluded by ICAM.
Unless otherwise agreed in writing by ICAM in a separate agreement such as the Software Program Maintenance And Support Agreement, Customer accepts that ICAM may release updated versions of the Product(s) to which customer will have no rights. For those customers without a Maintenance and Support Agreement in effect, any maintenance or technical requests regarding their license (such as license transfers, updates, media, documentation) will be subject to additional charges or license transfer fees according to ICAM’s prevailing rates.
ICAM warrants that the Software will perform as specified in the Software documentation, but does not warrant that it will meet any particular needs, be trouble free or that all problems will be fixed.
Customer agrees that the extent of ICAM’s liability to the Customer is limited to the amount paid by the Customer to ICAM for the Software.
Customer agrees that his rights to make any claim against ICAM will be lost should the Customer not meet any of his obligations in this Agreement. Customer further agrees that any claim against ICAM will be made within the thirty (30) days which follow Customer’s receipt of the Software.
Customer agrees that the Software and this License to use the Software is non-transferable and that their sale, Sub-License, loan or donation is strictly prohibited without written permission from ICAM.
This Agreement supersedes all prior discussions, representations, understandings, or Agreements between the Customer and ICAM with respect to this subject matter. It is agreed and understood that at the option of ICAM, the laws of the State of Florida, U.S.A. or the Province of Quebec, Canada will govern the interpretation of this Agreement.
The parties to the present hereby confirm that they have requested that this Agreement and all future communications and correspondence be drawn up in the English language.