End User License

The SOFTWARE PRODUCT is protected by copyright laws and copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

TABLE OF CONTENTS

1. EVALUATION USE
2. COMMERCIAL USE
3. GRANT OF LICENSE
4. WARRANTY
5. LIMITATIONS
6. OTHER RIGHTS AND LIMITATIONS
7. UPGRADES
8. COPYRIGHT
9. PRODUCT SUPPORT
10. RESTRICTED RIGHTS
11. GOVERNING LAW, CONTRACTING ENTITY

1. EVALUATION USE

   This software is distributed as “Free for Evaluation,” and with a per-use royalty for Commercial Use, where “Free for Evaluation” means to evaluate Skkynet’s software and to do exploratory development and “proof of concept” prototyping of software applications, and where “Free for Evaluation” specifically excludes without limitation:

   1. use of the SOFTWARE PRODUCT in a business setting or in support of a business activity;
   2. development of a system to be used for commercial gain, whether to be sold or to be used within a company, partnership, organisation or entity that transacts commercial business;
   3. the use of the SOFTWARE PRODUCT in a commercial business for any reason other than exploratory development and “proof of concept” prototyping, even if the SOFTWARE PRODUCT is not incorporated into an application or product to be sold;
   4. the use of the SOFTWARE PRODUCT to enable the use of another application that was developed with the SOFTWARE PRODUCT;
   5. inclusion of the SOFTWARE PRODUCT in a collection of software, whether that collection is sold, given away, or made part of a larger collection; and
   6. inclusion of the SOFTWARE PRODUCT in another product, whether or not that other product is sold, given away, or made part of a larger product.

2. COMMERCIAL USE

   COMMERCIAL USE is any use that is not specifically defined in this license as EVALUATION USE.

3. GRANT OF LICENSE

   This EULA covers both COMMERCIAL and EVALUATION USE of the SOFTWARE PRODUCT. Section 3.a or 3.b and/or 3.c will apply to you, depending on your actual use of the SOFTWARE PRODUCT. If you have not obtained a license for the SOFTWARE PRODUCT from Skkynet or an authorized reseller, then you may not use the product for COMMERCIAL USE.

   1. GRANT OF LICENSE (EVALUATION USE)

      Skkynet grants you the following non-exclusive rights when used for EVALUATION purposes:

      1. Software: You may use the SOFTWARE PRODUCT on any number of computers, either stand-alone, or on a network, so long as every use of the SOFTWARE PRODUCT is for EVALUATION USE. You may reproduce the SOFTWARE PRODUCT, but only as reasonably required to install and use it in accordance with this LICENSE or to follow your normal back-up practices.
      2. Subject to the license expressly granted above, you obtain no right, title or interest in or to the SOFTWARE PRODUCT or related documentation, including but not limited to any copyright, patent, trade secret or other proprietary rights therein. All whole or partial copies of the SOFTWARE PRODUCT remain property of Skkynet and will be considered part of the SOFTWARE PRODUCT for the purpose of this EULA.
      3. Derivative works: Subject to Feedback in Section 3.a.iv., you shall own any derivative works you create and that integrates with the SOFTWARE PRODUCT and/or your software product (“Modification(s)”) subject to Skkynet’s ownership of the underlying SOFTWARE PRODUCT and all intellectual property rights therein.
      4. Feedback: If you provide any suggestions, ideas, improvements, or other feedback to Skkynet regarding the SOFTWARE PRODUCT (“Feedback”), you hereby grant Skkynet a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, and incorporate such Feedback into the SOFTWARE PRODUCT or other Skkynet offerings without restriction or compensation to you. For the sake of clarity, Skkynet is not prohibited or otherwise restricted from independently developing new features or functionality with respect to the SOFTWARE PRODUCT.
      5. Unless expressly permitted under this EULA or otherwise by Skkynet, you will not:
         1. use, reproduce, modify, adapt, translate or otherwise transmit the SOFTWARE PRODUCT or related components, in whole or in part;
         2. rent, lease, license, transfer or otherwise provide access to third parties for commercial gain to the SOFTWARE PRODUCT or related components or to the data stored in or managed by the SOFTWARE PRODUCT;
         3. alter, remove or cover proprietary notices in or on the SOFTWARE PRODUCT, related documentation or storage media;
         4. export the SOFTWARE PRODUCT from the country in which it was provided to you by Skkynet or an authorized reseller;
         5. use a multi-processor version of the SOFTWARE PRODUCT in a network larger than that for which you have paid the corresponding multi-processor fees;
         6. decompile, disassemble or otherwise attempt or assist others to reverse engineer the SOFTWARE PRODUCT;
         7. circumvent, disable or otherwise render ineffective any demonstration time-outs, locks on functionality or any other restrictions on use in the SOFTWARE PRODUCT;
         8. circumvent, disable or otherwise render ineffective any license verification mechanisms used by the SOFTWARE PRODUCT;
         9. use the SOFTWARE PRODUCT in any application that is intended to create or could, in the event of malfunction or failure, cause serious personal injury or property damage; or
         10. make use of the SOFTWARE PRODUCT for commercial gain, whether directly, indirectly or incidentally.

   2. GRANT OF LICENSE (COMMERCIAL USE)

      Upon acceptance of your order and payment of applicable fees invoiced to you, Skkynet grants you the following non-exclusive rights when used for COMMERCIAL purposes, subject to termination under a Skkynet Sales Agreement, and subject to Section 3.c. in respect of subscription-based licenses:

      1. Software: Except as otherwise set out in an accompanying Skkynet Sales Agreement or as notified in writing by Skkynet through an authorized reseller, you may use the SOFTWARE PRODUCT on a single physical computer or virtual machine instance, or on one node of a network (collectively, “computer”), either: (i) as a development system for the purpose of creating value-added software applications in accordance with related Skkynet documentation; or (ii) as a single run-time copy for use as an integral part of such an application. This includes reproduction and configuration of the SOFTWARE PRODUCT, but only as reasonably required to install and use it in association with your licensed computer or to follow your normal back-up practices. One license may be validly used for one executing instance of the SOFTWARE PRODUCT on a computer. A ‘hot spare’ requires an additional license. Each additional executing instance of the SOFTWARE PRODUCT on the same computer requires an additional license.
      2. Storage/network use: You may also store or install a copy of the SOFTWARE PRODUCT on one computer to allow your other computers to use the SOFTWARE PRODUCT over an internal network, and distribute the SOFTWARE PRODUCT to your other computers over an internal network. However, you must acquire and dedicate a license for the SOFTWARE PRODUCT for each computer on which the SOFTWARE PRODUCT is used or to which it is distributed. A license for the SOFTWARE PRODUCT may not be shared or used concurrently on different computers, nor may one license be used for more than one executing instance of the SOFTWARE PRODUCT on the same computer.
      3. Network/web/Internet/cloud use: Except as otherwise set out in an accompanying Skkynet Sales Agreement, you may: (a) only use the SOFTWARE PRODUCT internally in your company, partnership, organisation, or commercial entity; (b) not further resell or allow the exploitation of the SOFTWARE PRODUCT whether directly or indirectly, such as through access to the data stored in or managed by the SOFTWARE PRODUCT to multiple users. For the avoidance of doubt and without restriction, this EULA does not provide you the right or license to set up, enable or provide commercial services that are network-based, web-based, internet-based, or cloud-based, whether internal, external, public or private, using the SOFTWARE PRODUCT, such as described and claimed in at least U.S. Patent Nos. 9,100,424, 9,288,272, 9,762,675, 11,627,114, 11,943,205, 12,113,777, 12,107,836, and 12,107,835.
      4. Derivative works: Subject to Feedback in Section 3.b.v., you shall own any derivative works you create and that integrates with the SOFTWARE PRODUCT and/or your software product (“Modification(s)”) subject to Skkynet’s ownership of the underlying SOFTWARE PRODUCT and all intellectual property rights therein.
      5. Feedback: If you provide any suggestions, ideas, improvements, or other feedback to Skkynet regarding the SOFTWARE PRODUCT (“Feedback”), you hereby grant Skkynet a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, and incorporate such Feedback into the SOFTWARE PRODUCT or other Skkynet offerings without restriction or compensation to you. For the sake of clarity, Skkynet is not prohibited or otherwise restricted from independently developing new features or functionality with respect to the SOFTWARE PRODUCT.
      6. Subject to the license expressly granted above, you obtain no right, title or interest in or to the SOFTWARE PRODUCT or related documentation, including but not limited to any copyright, patent, trade secret or other proprietary rights therein. All whole or partial copies of the SOFTWARE PRODUCT remain property of Skkynet and will be considered part of the SOFTWARE PRODUCT for the purpose of this EULA.
      7. Unless expressly permitted under this EULA or otherwise by Skkynet, you will not:
         1. use, reproduce, modify, adapt, translate or otherwise transmit the SOFTWARE PRODUCT or related components, in whole or in part;
         2. rent, lease, license, transfer or otherwise provide access to third parties for commercial gain to the SOFTWARE PRODUCT or related components or to the data stored in or managed by the SOFTWARE PRODUCT;
         3. alter, remove or cover proprietary notices in or on the SOFTWARE PRODUCT, related documentation or storage media;
         4. export the SOFTWARE PRODUCT from the country in which it was provided to you by Skkynet or an authorized reseller;
         5. use a multi-processor version of the SOFTWARE PRODUCT in a network larger than that for which you have paid the corresponding multi-processor fees;
         6. decompile, disassemble or otherwise attempt or assist others to reverse engineer the SOFTWARE PRODUCT;
         7. circumvent, disable or otherwise render ineffective any demonstration time-outs, locks on functionality or any other restrictions on use in the SOFTWARE PRODUCT;
         8. circumvent, disable or otherwise render ineffective any license verification mechanisms used by the SOFTWARE PRODUCT;
         9. use the SOFTWARE PRODUCT without purchase of the applicable license for each feature being used;
         10. duplicate, circumvent, disable or otherwise render ineffective functionality of one component of the SOFTWARE PRODUCT by altering or re-configuring another component of the SOFTWARE PRODUCT; or
         11. use the SOFTWARE PRODUCT in any application that is intended to create or could, in the event of malfunction or failure, cause serious personal injury or property damage.

   3. SUBSCRIPTION-BASED LICENSES

      Upon acceptance of your order and payment of applicable fees invoiced to you, Skkynet grants you a non-exclusive, non-transferable license to use the SOFTWARE PRODUCT for internal business purposes for the duration of the subscription term, as specified in either the purchase order or invoice (collectively, “Purchasing Documents”), and subject to the terms in Section 3.b.

      1. Subscription Term. The license term for subscription-based use begins on the start date specified in the applicable Purchasing Documents and continues for the agreed duration (e.g. three years), renewing automatically for successive one-year periods unless terminated in writing by either party as specified under termination provisions.
      2. Support and Maintenance. Subscription-based licenses include access to support services (updates, patches, bug fixes, technical support) at no additional charge during the effective Subscription Term, subject to Skkynet’s support policies as may be updated from time to time.
      3. Renewal and Termination. Unless terminated by either party in writing at least thirty (30) days before the end of the then-current Subscription Term, the subscription will renew automatically under the same terms. Renewal fees may be changed by Skkynet. An increase in renewal fees shall require at least thirty (30) days prior written notice, except where the increase in fees does not exceed per each twelve (12) month period the Consumer Price Index for all Urban Consumers as published by Statistics Canada. Upon nonpayment of renewal fees, Skkynet may suspend access until fees are paid or terminate the license.
      4. Effect of Termination or Expiration. Upon termination or expiration of a Subscription Term, the license shall immediately cease, and you must uninstall and delete all copies of the SOFTWARE PRODUCT, including backups, unless a new license is purchased. Sections regarding confidentiality, limitations of liability, ownership, and license reservations shall survive.
      5. Audit and Compliance. You agree to allow Skkynet to verify compliance with subscription-based license terms, including number of installations or users, by providing usage reports upon request and during normal business hours, as reasonably necessary for audit purposes.

   4. RESERVATION OF RIGHTS

      All rights not expressly licensed to you under this EULA herein are reserved to Skkynet.

4. WARRANTY

   1. Skkynet cannot warrant that the SOFTWARE PRODUCT will function in accordance with related documentation in every combination of hardware platform, software environment and SOFTWARE PRODUCT configuration. You acknowledge that software bugs are likely to be identified when the SOFTWARE PRODUCT is used in your particular application. You therefore accept the responsibility of satisfying yourself that the SOFTWARE PRODUCT is suitable for your intended use. This includes conducting exhaustive testing of your application prior to its initial release and prior to the release of any related hardware or software modifications or enhancements.
   2. Subject to documentation errors, Skkynet warrants to you for a period of twelve (12) months or a period as required by law, or for the duration of the Subscription Term, from acceptance of this EULA (as provided above, or as provided in an accompanying Skkynet Sales Agreement) that the SOFTWARE PRODUCT as delivered by Skkynet is capable of performing the functions described in related user documentation when used on appropriate hardware. This warranty does not apply to EVALUATION USE of SOFTWARE PRODUCTS, which is provided to you “as is” without warranty of any kind, whether express, implied, statutory, or otherwise. Skkynet and Their Representatives (as defined in Section 5) bear no liability for any damages resulting from EVALUATION USE. For any breach of warranty, Skkynet will, at its own option, either (i) use commercially reasonable efforts to correct the breach, or (ii) terminate this EULA and refund to you the amount paid to Skkynet for the affected SOFTWARE PRODUCTS, or to the reseller (if the SOFTWARE PRODUCTS are sold to you by an authorized reseller) for the affected SOFTWARE PRODUCT; provided that, if you obtained the SOFTWARE PRODUCT from a Skkynet authorized reseller, you will direct all warranty questions or concerns, including a request for a refund, to the Skkynet authorized reseller and the authorized reseller may provide you with technical support.
   3. Exceptions. Skkynet shall have no warranty obligations hereunder with respect to any (i) beta releases, (ii) errors attributable to any modifications or customizations of the SOFTWARE PRODUCT, (iii) SOFTWARE PRODUCT licenses that are provided by Skkynet free of charge to you.
   4. No Additional Warranties. No employee, partner, authorized reseller or agent of Skkynet is authorized to give representations, warranties or covenants greater or different than those contained in this EULA, except as specifically set forth in a fully executed Skkynet Sales Agreement.

5. LIMITATIONS

   1. Except as expressly warranted above, the SOFTWARE PRODUCT, any related documentation are provided “as is” without other warranties or conditions of any kind, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement. You assume the entire risk as to the results and performance of the SOFTWARE PRODUCT. Nothing stated in this EULA will imply that the operation of the SOFTWARE PRODUCT will be uninterrupted or error free or that any errors will be corrected. Other written or oral statements by Skkynet, its representatives or others do not constitute warranties or conditions of Skkynet.
   2. In no event will Skkynet (or their affiliates, officers, employees, suppliers, distributors, or licensors: collectively “Their Representatives”) be liable to you for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue, lost or damaged data or other commercial or economic loss, arising out of any breach of this EULA, any use or inability to use the SOFTWARE PRODUCT or any claim made by a third party, even if Skkynet (or Their Representatives) have been advised of the possibility of such damage or claim. In no event will the aggregate liability of Skkynet (or that of Their Representatives) for any damages or claim, whether in contract, tort or otherwise, exceed the amount paid by you for the SOFTWARE PRODUCT.
   3. These limitations shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term, or a fundamental breach. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or certain limitations of implied warranties. Therefore the above limitation may not apply to you.

6. OTHER RIGHTS AND LIMITATIONS

   1. Separation of components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.
   2. Termination. Without prejudice to any other rights, and subject to any accompanying Skkynet Sales Agreement, Skkynet may terminate this EULA if you fail to comply with the terms and conditions of this EULA and any rights that you may have to use the SOFTWARE PRODUCT will immediately terminate. In such an event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts. Sections 5, 6 and 11 shall survive termination of this EULA.
   3. Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) a fully executed Skkynet Sales Agreement, (2) this EULA, (3) the applicable Purchasing Documents and (4) the SOFTWARE PRODUCT documentation.
   4. Confidentiality. You acknowledge and agree that the SOFTWARE PRODUCT, including without limitation its architecture, design, data structures, algorithms, workflows, user interface design, non-public features, technical documentation, and any related trade secrets, know-how, or proprietary information, whether disclosed orally, visually, in writing, or by use of the SOFTWARE PRODUCT, constitute and contain confidential and proprietary information of Skkynet (“Confidential Information”). You shall (a) hold all Confidential Information in strict confidence; (b) use the Confidential Information solely as necessary to exercise the rights expressly granted under this Agreement; (c) not disclose the Confidential Information to any third party without Skkynet’s prior written consent; and (d) protect the Confidential Information using at least the same degree of care you use to protect your own confidential information of a similar nature, but in no event less than a reasonable degree of care. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying ideas of the SOFTWARE PRODUCT except to the limited extent permitted by applicable law notwithstanding this restriction. This obligation of confidentiality shall survive for so long as the Confidential Information remains non-public and proprietary, regardless of the termination or expiration of this Agreement. This restriction shall not limit your use of general-purpose technologies, ideas, or know-how independently developed without use of the SOFTWARE PRODUCT or Skkynet’s Confidential Information.

7. UPGRADES

   If the SOFTWARE PRODUCT is an upgrade from another product, whether from Skkynet or another supplier, you may use or transfer the SOFTWARE PRODUCT only in conjunction with that upgrade product, unless you destroy the upgraded product. If the SOFTWARE PRODUCT is an upgrade of a Skkynet product, you now may use that upgraded product only in accordance with this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs which you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

8. COPYRIGHT

   All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and “applets,” incorporated into the SOFTWARE PRODUCT), any accompanying printed material, and any copies of the SOFTWARE PRODUCT, are owned by Skkynet or its suppliers. All rights not specifically granted under this EULA are reserved by Skkynet.

9. PRODUCT SUPPORT

   Skkynet shall have no obligation under this EULA to provide maintenance, support or training. Support is obtained by the purchase of (1) a separate support plan, or (2) subscription-based licenses as set out in Section 3.c.

10. RESTRICTED RIGHTS

    Use, duplication, or disclosure by the U.S. Government may be subject to restrictions as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as appropriate. Manufacturer is Cogent Real-Time Systems Inc., 2233 Argentia Road, Suite 302, Mississauga, ON L5N 2X7, Canada.

11. GOVERNING LAW, CONTRACTING ENTITY

    Except as otherwise set out in an accompanying Skkynet Sales Agreement, the laws governing and jurisdiction under which this EULA will be governed by and construed, is determined by the Skkynet contracting entity: (1) If you are domiciled in the USA: Skkynet, Inc., in accordance with the laws of New York, USA, and the Parties hereto consent to the exclusive jurisdiction of the New York District Courts without regard to its principles of conflicts of law; or (2) If you are domiciled outside the USA: Cogent Real-Time Systems, Inc. or Skkynet Corp., in accordance with the laws of Ontario, Canada, and the Parties hereto consent to the exclusive jurisdiction of the competent courts of the Province of Ontario without regard to its principles of conflicts of law. Notwithstanding the foregoing, the Parties may seek injunctive relief in any court of competent jurisdiction.