End user license agreement
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED BELOW). TELIUM IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND TELIUM. BY DOWNLOADING AND/OR USING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, MAKE NO FURTHER USE OF THE SOFTWARE.
The software (including all its accompanying features and services), and software documentation, (including any product packaging) (the “Documentation”), that accompanies this License Agreement (collectively the “Software”) is the property of Telium (“Telium”), and is protected by copyright law. Although Telium continues to own the Software, after Your acceptance of this License Agreement You will have certain rights to upgrade the Software during the Maintenance Agreement Period. The “Maintenance Agreement Period” shall begin on either (a) the date of Your initial activation of a copy of the Software on a computer, or (b) the date of renewal of the Maintenance Agreement Period, or (c) the date of the invoice, whichever comes last. The Maintenance Agreement Period shall last for the period of time set out in the purchase agreement and designated within the license activation file (or within the cloud for subscriptions). Renewals of the Maintenance Agreement will be available in accordance with Telium’s policy posted on the Telium web site. The initial annual maintenance agreement extends the maintenance period from 90 days to 1 year, while subsequent maintenance agreements extend the maintenance period by one year.
This license governs any releases, revisions, updates or enhancements to the Software that Telium may make available to You. Except as may be modified by the Documentation, and subject to Telium’s right to terminate for Your breach pursuant to this document, Your rights and obligations under this License Agreement with respect to the use of this Software are as follows.
Telium will issue a license upon receipt of all payments due to Telium. Telium may at its discretion issue a temporary license until all payments have been received.
A. use on activated copy of the Software on one Device. If a greater number of copies and/or number of Devices is specified within the applicable transaction documentation from Telium, You may use the Software in accordance with such specifications;
B. use the software, if activated using Fingerprint activation, only on the device upon which the activation was performed. If you chose Cloud, or USB Dongle, or Volume License Server activation then you may move the software to a different device of your choosing, or modify the device as you see fit.
C. permanently transfer all of Your rights in the Software, granted under this License Agreement to another person or entity, provided that You transfer the physical device upon which you activated the software (in the case of Hardware Fingerprint activation);
D. use the Software in accordance with any additional permitted uses which may be set forth below.
Partial transfer of Your rights under this License Agreement shall not be permitted. You may not transfer the product activation key of the Software which You acquired.
You may not, nor may You permit any other person to:
E. partially transfer Your rights under this License Agreement, nor may You transfer the product activation key of the Software which You acquired.
F. sublicense, rent or lease any portion of the Software without the explicitly permission of Telium;
G. other than to the extent and in the circumstances permitted by law, reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software;
H. use the Software in any manner that is not permitted pursuant to this License Agreement.
I. use a single license file on any machine (physical or virtual) other than the one on which the license applies. Each license file must contain a unique license number which is tied to each (physical or virtual) machine.
J. place a license request file or license file on any software image, template, or virtual machine used to generate new virtual machines or software deployments, without the express written permission of Telium.
K. generate a licence request from, and install a unique license file onto, each machine (virtual or physical) for which you have purchased a license.
2. Software and Content Updates
A. You shall have the right to receive new features and versions of the Software as Telium, in its sole discretion, makes such features and versions available during Your Maintenance Agreement Period. Telium continually strives to improve the usability and performance of its products and services. In order to optimize the Software, and to provide You with the most current version of the Software. Additionally, Telium may modify the terms and conditions that apply to Your use of the Software to reflect such updates and You agree to such updated terms.
B. Software updates may be applied to a computer already authorized to run the LoDi program. Updates may only be applied while the software is covered by a Maintenance Agreement.
3. Product Installation & Activation
A. There may be technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that Telium may use these measures to protect Telium against software piracy. This Software may contain enforcement technology that limits the ability to install and uninstall the Software on a Device to not more than a finite number of times for a finite number of Devices. This License Agreement and the Software containing enforcement technology may require activation as further set out in the Documentation. If so, the Software will only operate with a limited number of features prior to Software activation by You. During activation, You may be required to provide Your unique activation code in the form of a file to be submitted over the Internet to verify the authenticity of the Software and the unique identification of your device. If You do not complete the activation, the Software will operate in a limited functionality mode known as the “Free Edition”. You may contact Telium Customer Support using the information provided by Telium during activation, or as set out below.
B. If You alter the activation license file sent to you, then the LoDi software may operate in “Free Edition” mode.
C. If you chose Hardware Fingerprint activation, then the Software license is locked to the hardware platform on which the software is activated. You must ensure the Software is installed on the final hardware before requesting a license. A license which uses Hardware Fingerprint activation is not transferable between devices.
D. If the underlying hardware changes and your license uses Hardware Fingerprint activation, then your license is invalidated. Telium may at its discretion issue a replacement license but is under no obligation to do so. Telium will only consider issuing a replacement license while the Software is covered by an active Maintenance Agreement.
E. If you install the Software on a virtualized device you are responsible for ensuring the virtualized hardware does not change. If you install the Software on a cloud based virtual device then you remain responsible for ensuring the consistency of the virtualized hardware. In the event that virtualized hardware presented by the cloud service provider changes beyond Your control, Telium may at its discretion issue a replacement license but is under no obligation to do so. Telium will only consider issuing a replacement license while the Software is covered by an active Maintenance Agreement. Telium is not responsible for the actions or services of a SaaS / PaaS provider.
4. Technical Support
In connection with Your use of the Software You may choose to access certain technical support features. Any Technical Support shall be provided in Telium’s sole discretion without any guarantee or warranty of any kind other than any guarantees applicable under consumer laws in Your jurisdiction, including under Competition and Consumer Laws for Australian Consumers, which cannot be excluded or limited in any way. It is solely Your responsibility to complete a backup of all Your existing data, software and programs before receiving any Technical Support. In the course of providing the Technical Support, Telium may determine that the technical issue is beyond the scope of the Technical Support. Telium reserves the right to refuse, suspend or terminate any of the Technical Support in its sole discretion. Technical support is only available to customers of the “Commercial Flex” and “Commercial Unlimited” editions of the software, and only while the Maintenance Agreement Period is in effect.
5. Liability to Business Customers
If You are a Consumer, the following provisions of this Section 5 do not apply to You except to the extent that under laws applicable in Your jurisdiction certain consumer provisions apply to Your use of the Software regardless of the fact that such use is for business, trade or professional purposes. Please read Section 6 instead.
If You are a business customer (i.e. You are using the Software in the course of a business, trade or profession (a “Business Customer”)), the following provisions in this Section 5 apply to You (regardless of whether or not You accept the Software).
A. Telium does not warrant that the Software will meet Your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
FOR AUSTRALIAN CONSUMERS ONLY. If You are an Australian Consumer, the provisions of this Section 5 do not apply to You, except to the extent that under Australia Consumer Laws certain provisions apply to Your use of the Software for business, trade or professional purposes, in which case this Section will apply to You.
B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND (ii) TELIUM DOES NOT GIVE ANY WARRANTY IN RELATION TO NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
C. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TELIUM OR ITS LICENSORS BE LIABLE TO YOU (IN NEGLIGENCE, CONTRACT OR OTHERWISE) FOR LOST PROFITS, REVENUE, BUSINESS CONTRACTS, ANTICIPATED SAVINGS OR LOST OR CORRUPTED DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE (INCLUDING BUT NOT LIMITED TO THE IMPACT OF UNDETECTED SECURITY ATTACKS) OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, EVEN IF TELIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FOR AUSTRALIAN BUSINESS CUSTOMERS ONLY. SUBJECT TO THE PREVIOUS PROVISIONS OF THIS SECTION 5(C), TELIUM WILL NOT BE RESPONSIBLE FOR PAYING YOU FOR ANY LOSS WHICH IS NOT A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH BY TELIUM OF THIS LICENSE AGREEMENT.
D. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TELIUM’S OR ITS LICENSORS’ LIABILITY WILL NOT EXCEED THE PURCHASE PRICE WHICH YOU PAID FOR THE APPLICABLE MAINTENANCE AGREEMENT PERIOD. CERTAIN LEGISLATION MAY IMPLY GUARANTEES OR IMPOSE OBLIGATIONS UPON TELIUM WHICH (i) CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED, OR (ii) CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THIS AGREEMENT MUST BE READ SUBJECT TO THESE STATUTORY PROVISIONS. IF THESE STATUTORY PROVISIONS APPLY, NOTWITHSTANDING ANY OTHER PROVISIONS IN THIS AGREEMENT AND TO THE EXTENT TO WHICH Telium IS ENTITLED TO DO SO, TELIUM LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO, IN RESPECT OF THE SOFTWARE, AT Telium’S OPTION, THE REPLACEMENT OF THE SOFTWARE OR THE SUPPLY OF EQUIVALENT SOFTWARE; THE REPAIR OF THE SOFTWARE; THE PAYMENT OF THE COST OF REPLACING THE SOFTWARE OR OF ACQUIRING EQUIVALENT SOFTWARE; OR THE PAYMENT OF THE COST OF HAVING THE SOFTWARE REPAIRED OR IN RESPECT OF ANY SERVICES, AT TELIUM’S OPTION, THE RESUPPLY OF THE SERVICES OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED. PLEASE WRITE TO (I) TELIUM CONSUMER SUPPORT AT THE ADDRESS PROVIDED IN THE CONTACT SECTION OF THE TELIUM WEBSITE.
E. This License Agreement constitutes the entire agreement between You and Telium relating to the Software and:
i. supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and
ii. prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties.
6. Liability to Consumers
If You are a Consumer, this Section 6 applies to You. Please read it carefully. Section 6 does not apply to You if You are a Business Customer.
A. Telium will be liable to You without limitation if (a) You die or are physically injured as a result of Telium’s negligence. Other than the guarantee which Telium provides to You under Section 6 and the rights due to You as a Consumer, Telium provides no further warranties in relation to the Software.
B. Subject to the previous provisions of this Section 6, Telium will not be responsible for paying You for any loss which is not a reasonably foreseeable consequence of a breach by Telium of this License Agreement. As a Consumer, Your use of the Software will be non-commercial. Telium shall therefore not be liable to You for any loss of profit, revenue, anticipated savings, contracts or time arising out of Your use of or inability to use the Software.
C. For Australian Consumers only. For the purpose of complying with Section 102(1) of the Australian Consumer and Competition Act; “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”
D. We strongly recommend that You back up Your entire device frequently.
E. You shall at all times be under an obligation to take reasonable steps to minimize Your loss.
F. Please write to (i) Telium Consumer Support at the address provided in the Contact section of the Telium web site.
7. Export Regulation & Taxes
You acknowledge that the Software and related technical data and services (collectively “Controlled Technology”) may be subject to the import and export laws of the Canada, and the laws of any country where Controlled Technology is imported or re-exported. You agree to comply with all relevant laws and will not export any Controlled Technology in contravention to Canadian law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. All Telium product is prohibited for export or re-export to Cuba, North Korea, Iran, Syria and Sudan and to any country subject to relevant trade sanctions. USE OR FACILITATION OF Telium PRODUCT IN CONNECTION WITH ANY ACTIVITY INCLUDING, BUT NOT LIMITED TO, THE DESIGN, DEVELOPMENT, FABRICATION, TRAINING, OR TESTING OF CHEMICAL, BIOLOGICAL, OR NUCLEAR MATERIALS, OR MISSILES, DRONES, OR SPACE LAUNCH VEHICLES CAPABLE OF DELIVERING WEAPONS OF MASS DESTRUCTION IS PROHIBITED, IN ACCORDANCE WITH CANADIAN LAW.
If You declare at the time of purchase that you are purchasing the product and any related services from outside of Canada, then the LoDi product may not be used in Canada at any point in the future. If there is a possibility that the product may be used in Canada at some time in the future, then you must select Canada as the source Country for the purchase, and pay Canadian sales tax as part of the purchase.
This License Agreement will be governed by the laws of Canada. Nothing in this License Agreement will diminish any rights You may have under existing consumer protection legislation or other applicable laws in Your jurisdiction that may not be waived by contract. Telium may terminate this License Agreement if You breach any term contained in this License Agreement (other than a trivial or inconsequential breach) and, if such termination occurs, You must cease use of and destroy all copies of the Software and the Documentation. The disclaimers of warranties and damages and limitations on liability, including those set out in Sections 5 and 6, shall survive and continue to apply after termination. This License Agreement may only be modified by the Documentation or by a written document that has been signed by both You and Telium.
Telium has no means to disable/deactivate an operating LoDi installation. For this reason once a license activation file has been issued the product cannot be moved to a different Device. Moving activated software to a new Device requires the purchase of a new license. Telium may at its sole discretion choose to issue a new license at no charge if it can confirm that the original Device has failed. Changes to the hardware of a Device may trigger deactivation. Telium may at its sole discretion choose to issue a new license at no charge if it deems the hardware change to be minor.
Payments for software licenses, maintenance agreements, and services must be received in advance of Telium issuing any licenses, or providing any services, and all payment to Telium are non-refundable. Maintenance agreements can only be purchased (i.e. extended) while a maintenance agreement is active for a particular Device. Once a maintenance agreement has expired, a new maintenance agreement can only be purchased as part of a new license.
You agree that this license agreement may be updated from time to time, without prior notice, and any such changes will be effective as soon as the updated license is posted on the Telium web site. In the event of discrepancies between the license presented on the Telium website and the one included in the product distribution package, the license on the Telium website shall prevail.
9. Telium Customer Service
Should You have any questions concerning this License Agreement, or if You desire to contact Telium for any reason, please write to customer support at the address specified in the Contact section of the Telium website.
10. Privacy & Data Protection
From time to time, the Software may collect certain information, including device and location identifiable information, from the Device on which it is installed, which may include:
A. The Internet Protocol (IP) addresses of the host that the Software operates on and could contain location information. This information can be manually submitted by You to Telium for the purpose of providing support.
B. Log files and files that may contain IP, host, and call information. These files can be manually submitted by You to Telium for the purpose of providing support.
C. The unique hardware profile of the Device during the initial setup. This information must be manually submitted by You to Telium for the purpose of generating a license file.
D. Status information regarding installation and operation of the Software. This information indicates to Telium whether installation of the Software was successfully completed as well as whether the Software has encountered an error. The status information could contain device or location identifiable information only if such information is necessary to capture status. The status information is collected by Telium for the purpose of evaluating and improving Telium’s product performance and installation success rate. Telium may also use this information to optimize its services.
E. Information contained in email messages that You send to Telium to report problems. These email messages may contain personally identifiable information, device information, and location information, and will be sent to Telium only with Your permission, and will not be sent automatically. If You send such messages to Telium , Telium will use them only for the purpose of providing support.
F. Information contained in a report that You may choose to send through the Software to Telium when the Software encounters a problem. The report includes information regarding the status of both the Software and Your Device at the time that the Software encountered the problem. The status information about Your Device may include the system language, country locale, and the operating system version for Your Device, as well as the processes running, their status and performance information, and data from files or folders that were open at the time the Software encountered the problem. The information could contain personally identifiable information if such information is included in, or is a part of the name of the files or folders open at the time the Software encountered the problem. This information will be sent to Telium manually by You, and will not be sent automatically. The information is collected by Telium for the purpose of correcting the encountered problem and improving Telium’s product performance. This information will not be correlated or matched up with any personally identifiable information.
Information transferred to/from Telium may travel through media/locations that have less protective data protection laws than the region in which You are situated (including the European Union). Any of the above information received by Telium employees, or its subcontractors, will be used in accordance with the purposes described above. For the same purposes the information may be shared with partners and vendors that process information on behalf of Telium . Telium has taken steps so that the collected information, if transferred, receives an adequate level of protection.
Subject to applicable laws, Telium reserves the right to cooperate with any legal process and any law enforcement or other government inquiry related to Your use of this Software. This means that Telium may provide documents and information relevant to a court subpoena or to a law enforcement or other government investigation. By using the Software, You acknowledge and agree that Telium may collect, transmit, store, disclose and analyze such information for these purposes.
G. The Internet Protocol (IP) address, Media Access Control (MAC) address, and other machine specific information on which the Software is installed to enable the Software to function and for license administration purposes.
Information may be transferred to Telium in Canada that may have less protective data protection laws than the region in which You are situated (including the European Union) and may be accessible by Telium employees or contractors exclusively to be used in accordance with the purposes described above. For the same purposes the information may be shared with partners and vendors that process information on behalf of Telium. Telium has taken steps so that the collected information, if transferred, receives an adequate level of protection.
Telium and other trademarks contained in the Software are trademarks or registered trademarks of Telium in Canada and/or the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use Telium’s or its licencors’ names or any of their respective trademarks.
In the event of disagreement between the English language license and one translated into another language, the English language license will take precedence and be considered in effect.
Last revised December 19, 2016