1. Services Agreement
SynchroSERV is a provider of transaction management services to certain
property owners (each a “Customer”) pursuant
to certain services agreement with individual Customers (each a “Services
Agreement”). Each Services Agreement also permits Customers
to use SynchroSERV’s proprietary ServCtr software technology which
includes but is not limited to codes, tutorials, executables, documentation,
logic, service, training, upgrades, updates, and support (the “Software
Product”). In order to facilitate the provision of services
to Customers, SynchroSERV may provide property managers, tenants, third
party service providers and other entities (each individually a “Third
Party User”) with electronic access to this Site and the
use of the Software Product. The Site is owned and operated by SynchroSERV.
2. Agreement
Before SynchroSERV may grant You a license to access the Site and the
Software Product, (i) You must agree to the rights, obligations and restrictions
contained in this EULA; (ii) SynchroSERV must be formally notified, by
their Customer, that your application for access has been approved; (iii)
You can form legally binding contracts under applicable law; (iv) You
provide the necessary registration data; and (v) SynchroSERV accepts your
registration.
If You do not meet the foregoing criteria You are not permitted to use
the Site or the Software Product. This Site is not intended to be used
by consumers, nor are the consumer products laws of any jurisdiction intended
to apply to the Site or the Software Product or Your use thereof.
3. Intellectual Property Protection
The Software Product and the Site is protected by copyright laws as well
as other intellectual property laws.
4. License
4.1 License Grant: SynchroSERV hereby grants to You
a fully-paid, royalty-free, non-transferable, revocable, and non-exclusive
license to use this Site and the Software Product in accordance with
this Agreement. The Software Product is licensed to You, not sold.
4.2 Use Rights: Except for the limitations to Your
rights that are outlined in Section 4.3 below, You may use the Site
and Software Product to access the system modules and associated reports
as approved by the Customer and to perform activities associated with
those modules.
If SynchroSERV provides You with any written documentation as a part
of this Software Product, You may not copy those printed materials.
If, through the use of this Software Product, You receive any documentation
in an electronic form, You may only print such copies of that electronic
documentation as are reasonably necessary for You to use this Software
Product and the Site.
4.3 Limited License: AN ESSENTIAL PART OF THIS EULA
IS THAT YOU AGREE THAT ALL PROPRIETARY RIGHTS, INCLUDING ALL COPYRIGHTS,
PATENTS, TRADE-MARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY
RIGHTS AND TITLE IN AND TO THE SITE AND THE SOFTWARE PRODUCT ARE RESERVED
AND OWNED BY SYNCHROSERV.
Except as expressly provided in this Agreement and except to the extent
reasonably required to provide services to, or on behalf of, the Customer,
You shall not (and will not authorize or assist others to):
Reproduce, copy, replicate, duplicate, modify, translate,
customize or otherwise change the Site or the Software Product or
any data or information on the Site whether in whole or in part;
Rent, sell, lease, license, sub-license, transfer, publish,
redistribute, retransmit or otherwise provide third party access to
the Site or the Software Product or any data or information on the
Site, whether in whole or in part;
Remove, cover or alter any SynchroSERV or Customer trade-marks,
trade names, copyrights, or other proprietary notices, labels or marks
appearing on or in the Site or in copies of the Software Product delivered
to You under this Agreement;
Reverse engineer, de-compile, disassemble, or otherwise attempt
to gain access to the Site’s underlying technology or derive
the source code of the Software Product, whether in whole or in part,
including but not limited to creating derivative works from or based
on the Software Product;
Market, re-market or provide copies of the Software Product
or any data or information on the Site, or disclose information about
the design of the Software Product in whole or in part, to any person
or entity; or
Allow other persons or entities to access the Site or the
Software Product or any data or information on the Site or the Software
Product using Your login code.
4.4 Security Measures: You agree to take reasonable
security precautions, but no less than reasonable care, to prevent unauthorized
use of and access to the Site or the Software Product or data related
to the Software Product, whether in whole or in part.
4.5 Reservation of Rights: SynchroSERV hereby reserves
any and all rights not specifically granted to You under this Agreement
with respect to the Software Product and the Site.
5. Obligations and Restrictions
As a condition of this EULA, You agree to the following obligations and
restrictions:
5.1 Breach of License: You will notify SynchroSERV
immediately, and in any event no later than within 24 hours, upon becoming
aware of any breach of this Agreement.
5.2 Incorrect Access: You will notify SynchroSERV
immediately, and in any event no later than within 24 hours, of discovery
by You that You are receiving incorrect (whether too restrictive or
too broad) access to the Site or the Software Product.
5.3 Breach: If You breach any of the provisions of
this Section 5, SynchroSERV may, at its sole discretion, suspend or
terminate this Agreement and Your access to the Site or the Software
Product effective immediately and with or without providing You notice
of such suspension or termination.
6. Minimum System Requirements
To access and use the Site and the Software Product properly, You must
have the required hardware and software components, and those components
may change over time. In addition to having the right components, Your
system must be configured to allow cookies during the user session. SynchroSERV
shall ensure that all cookies are configured to be deleted when You log
off the Site (unless you select the "Remember Me" option which
relies on a permanent cookie).
7. Version
SynchroSERV retains the right to make enhancements, fixes, changes and
alterations to the Site or the Software Product over time in its discretion,
and will supply You with access to the most current version.
8. No Warranties
AN ESSENTIAL PART OF THIS EULA IS THAT YOU ACKNOWLEDGE AND AGREE THAT
THE SOFTWARE PRODUCT AND YOUR ACCESS TO THE SITE IS FURNISHED TO YOU BY
SYNCHROSERV AT NO CHARGE AND ON AN “AS IS” BASIS.
SYNCHROSERV DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR LIABILITIES WITH
RESPECT TO THE SITE AND THE SOFTWARE PRODUCT, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY,
DURABILITY, LACK OF VIRUS, OR FITNESS FOR A PARTICULAR PURPOSE.
8.1 Software Product: SynchroSERV does not warrant
that the Site or the Software Product will meet Your’s or any
other party’s needs or be free from errors, and there will not
be any warranties created by a course of dealing, course of performance
or trade usage.
8.2 Actions and Decisions taken by You: You assume
all responsibility for all conclusions drawn, decisions made and, results
obtained from Your use of the Site and the Software Product. You hereby
release SynchroSERV and the Customer from any and all liability arising
from or related to all claims concerning the Software Product or Your
use of the Software Product and the Site.
9. Limitation of Liability
AN ESSENTIAL PART OF THIS EULA IS THAT YOU AGREE THAT IN NO EVENT SHALL
SYNCHROSERV’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR YOUR USE OF THE SITE OR SOFTWARE PRODUCT EXCEED CDN$100.00. Under no
circumstances shall SynchroSERV be liable to You, under any contract,
strict liability, tort, negligence, or other legal or equitable theory,
for any indirect, incidental, consequential, punitive or special damages,
arising out of or related to this agreement including damages for loss
of business profits, business interruption, loss of business information,
and the like, even if SynchroSERV has been advised of the possibility
of such damages.
10. Confidentiality
AN ESSENTIAL PART OF THIS EULA IS YOU AGREE THAT, EXCEPT TO THE EXTENT
REQUIRED IN CONNECTION WITH YOUR USE OF THE SITE, YOU WILL NOT DISCLOSE
OR OTHERWISE MAKE KNOWN ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW),
TO ANY OTHER PERSON, WITHOUT THE EXPRESS WRITTEN CONSENT OF SYNCHROSERV,
EITHER DURING THE TERM OF THIS AGREEMENT OR FOR A PERIOD OF FIVE (5) YEARS
THEREAFTER.
10.1 Precautions: You agree to take all reasonable
precautions, but no less than reasonable care to protect the Confidential
Information (as defined below).
10.2 Definition: “Confidential Information”
means all information, materials and data accessible on the Site and
includes Customer data, trade secrets, business information and financial
information with regard to SynchroSERV, the Customer, and Third Party
Users as well as information relating to the functionality of the Software
Product or the Site or the documentation or source code for the Software
Product or the Site. Confidential Information does not include information
that is or becomes publicly known through no fault of You, or information
that is independently developed or provided or made available to You
from or owned by a source other than SynchroSERV, provided that such
disclosure was not in contravention of an obligation of confidentiality
to SynchroSERV.
10.3 SynchroSERV acknowledges and agrees that the
ownership in and use by SynchroSERV of any confidential Customer data
is governed by the terms of the Services Agreement between SynchroSERV
and each such customer.
11. Residual Information
Subject to SynchroSERV obligations of confidentiality to Customers, You
agree that SynchroSERV may use Residual Information in an aggregated and
anonymous form (SynchroSERV will not use or disclose information in any
way that can identify you) without restriction for any purpose within
its discretion, including but not limited to product development. “Residual
Information” refers to intangible information that is accumulated
over time as a result of usage patterns and other observations based on
any party’s use of the Site and the Software Product, including
Your use of the Site and the Software Product.
12. Termination
12.1 Term: This Agreement will remain in effect for
the duration of the term of the Services Agreement and this Agreement
and Your access to the Site and the Software Product will immediately
terminate upon the expiration or termination of the Services Agreement
to which your access relates.
12.2 Termination for Default: With or without providing
notice to You, SynchroSERV may suspend or terminate this Agreement and
Your access to the Site and the Software Product if You fail to uphold
Your obligations or if You breach any of the restrictions set out in
Section 5 of this Agreement.
12.3 Termination at the Direction of the Customer:
With or without providing notice to You, SynchroSERV may suspend or
terminate this Agreement and Your access to the Software Product immediately
when and if the Customer notifies SynchroSERV that You are no longer
authorized under the Services Agreement to access and use the Software
Product or the Site.
12.4 Modification: SynchroSERV may revise the EULA
at any time. If SynchroSERV revises the EULA, SynchroSERV will inform
You of the changes and ask for Your acceptance of the changes. If You
do not accept the changes, SynchroSERV reserves the right to terminate
or suspend Your access to the Site and the Software Product.
12.5 Consequences of Termination: You will deliver
to SynchroSERV or destroy all originals and copies of the Software Product
or Software Product documentation relating thereto which You have in
Your possession and You will delete all copies of the Software Product
and Software Product documentation relating thereto from Your computer
systems, within five days after the termination of this Agreement or
Your access to the Software Product and the Site.
13. General
13.1 Binding Effect and Enurement: This Agreement
is binding upon, and enures to the benefit of, the parties and their
respective heirs, executors, administrators, successors, personal representatives,
and permitted assigns.
13.2 Non-Assignment: You may not assign this Agreement
or any rights granted hereunder in whole or in part.
13.3 Governing Law and Jurisdiction: This Agreement
shall be governed by, and be construed in accordance with, the laws
of British Columbia and the laws of Canada applicable in British Columbia,
which will be deemed to be the proper law of this Agreement. The courts
of British Columbia sitting in the City of Vancouver will have original
and exclusive jurisdiction over this Agreement, including without limitation
the enforcement of this Agreement and any dispute regarding its interpretation
and application, and the parties hereby irrevocably submit and attorn
to the original and exclusive jurisdiction of the courts of British
Columbia sitting in the City of Vancouver for those purposes.
13.4 Questions: If You have any questions or comments
and wish to contact SynchroSERV, You can reach SynchroSERV in any of
the following ways:
by Phone: 604-628-5973
by Fax: 604-628-5971
by Mail: SynchroSERV Inc.
Suite 1055, Two Bentall Centre
555 Burrard Street
Box #235
Vancouver, BC
V7X 1M8
by email: service@servctr.com
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