Software License and Services Agreement

  

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LEONOVUS Inc. (“Leonovus”)

 

ACCEPTANCE OF AGREEMENT: By signing at the end of this Agreement, or by creating an account in this Leonovus online service, or by installing or using the software and other Licensed Materials (defined below), you acknowledge and agree that you have had the opportunity to read this Software License and Services Agreement (“Agreement”), have understood it, and confirm that you will be legally bound by each of the terms and conditions of this Agreement.  For purposes of this Agreement, “you” means: (i) you as an individual, if you use the software or services for your personal use or use as a sole proprietor; or (ii) the corporation, institution, partnership, organization or other entity that ordered the software and on whose behalf you as an individual are acting.  If you disagree (iii) Leonovus hereby revokes any interests or rights you may have gained in respect of the Licensed Materials and services; (iv) you are not permitted to install or use the Licensed Materials or services; and (v) the Licensed Materials must be permanently deleted from your computer(s).

 

APPLICATION AND PRIORITY OF TERMS:  The terms and conditions of this Agreement apply regardless of, and take priority over, any terms and conditions that may have been set out in any order or quote that may have been submitted by you to Leonovus or Leonovus’s reseller (“Order”).

1. LICENSED MATERIALS: As used in this Agreement, the term “Software” means the machine-readable object code, byte code, or any intermediate version of the Leonovus software (including, without limitation, cloud-based services running the software as a service, and  all variants, modifications, enhancements, updates, releases, editions, copies and versions) made available to you for download in response to your Order, including: (i) any software owned by a third party, other than open source software, that is incorporated into the Software (“Third Party Software”); but excluding (ii) any open source software that is incorporated into, accompanying or distributed with the Software (“Open Source Software”). “Documentation” means the user manuals and documentation published by Leonovus and made available to you for view or download in connection with the Software. “Licensed Materials” means, together, the Software, the Software as a Service, and the Documentation.
2. TITLE: The Licensed Materials are not sold to you; they are licensed to you under the terms and conditions of this Agreement. The Licensed Materials and all related proprietary rights, including any related trade secret rights, copyright, trademark rights, patent rights, or other intellectual property rights applicable to or derived from the Licensed Materials are owned by Leonovus and remain, without exception, the sole and exclusive property of Leonovus. The Licensed Materials are protected by this Agreement and by Canadian, United States, and international copyright laws and applicable treaties.
3. GRANT OF LICENSE: Subject to the terms and conditions of this Agreement, Leonovus hereby grants to you a non-exclusive, non-transferable, non-sublicensable and non-assignable license to download and use the Documentation, and to download to install or login to the on-line services, and use (i.e. execute and run) the Software: (i) solely in object code format; (ii) solely for Permitted Installations; (iii) solely by Permitted Users; and (iv) solely during the Term, including, as applicable, each renewed Subscription Term; (the “Permitted Use”).
4. DEFINITIONS: The following capitalized terms shall have the meanings as set forth below:
   • “Business Days” means weekdays (from Monday to Friday), with the exception of all statutory, civic and other generally recognized holidays in your local jurisdiction.
   • “Date of Confirmation” means the date you receive a link(s) allowing you to download the Licensed Material or the data you establish an account for the purposes of logging in and using the software as a service.
   • “Storage” means any device, including a desktop computer, laptop, tablet, mobile phone, virtual machine or server (including virtual machines or servers hosted by a third party in the cloud) owned, leased, rented or otherwise used by you or Permitted Users.
   • “include”, “includes” and “including” means, as applicable, “include without limitation”, “includes without limitation” or “including without limitation” and are not to be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.
   • “Order Confirmation” means the email, on-line subscription account creation, or other communication sent to you by Leonovus providing a link(s) for downloading or credentials for using the Licensed Materials and confirming your name, parameters of the license and subscription, the Term (the Subscription Term), the Fees (Subscription Fee , as applicable), the level of Support Services (standard support, as applicable),
   • “Permitted Installations” means installation of a single copy of the Software on the number of Storage or Servers on which the Software may be installed as verified in your Order Confirmation. Where the software is being used as a software as a service (SaaS), permitted installations, is one user account on the SaaS service.
   • “Permitted Users” means you, your employees, contractors, and other parties as agreed to in writing between you and Leonovus. In a software as a service deployment, a single individual of any of the agreed parties is a permitted user.
   • “Regular Business Hours” means standard hours of business (8AM-5PM) in the eastern time zone on Business Days.
5. OPEN SOURCE SOFTWARE: As provided or made available to you, the Software may work in conjunction with Open Source Software. Where applicable, such Open Source Software forms, and is distributed as, a separate and independent software program from the Software, even though such Open Source Software may have been aggregated with the Software and services for purposes of distribution only. In all cases, all Open Source Software is subject to the terms and conditions of the applicable open source licenses and notices set out at the following URL:   https://torozo.com/open-source-licenses/ .

(“Open Source Licenses”). By agreeing to be bound by this Agreement in accordance with the provisions set out above in the section entitled “Acceptance of Agreement”, you agree to the terms and conditions of the applicable Open Source Licenses as they relate to such Open Source Software.  The Open Source Licenses and the corresponding link may be updated from time to time.

6. RESTRICTED USE: You shall: (a) not reverse engineer, decompile or disassemble the Software or otherwise attempt to ascertain the source code for the Software; (b) not modify or create derivatives of the Licensed Materials or merge all or part of the Licensed Materials with another program; (c) not sell, assign, transfer, distribute, lease, rent or grant a sublicense to (whether or not commercially for profit or otherwise) the Licensed Materials to any person other than Permitted Users; (d) not use the Licensed Materials as a service bureau or otherwise to provide services to a third party; (e) not alter, circumvent or override any download, installation, copy, access or use protection devices or mechanisms in the Licensed Materials; (f) not alter, circumvent or override any device or mechanism implemented to monitor or verify installation of, access to or use of the Licensed Materials; (g) not use the Licensed Materials other than in accordance with the Permitted Use, or otherwise interact with the Licensed Materials other than as expressly permitted by this Agreement; (h) not collect information or undertake any activities for any purpose that is competitive with the Licensed Materials or Leonovus; (i) not attempt to do any of the foregoing in this Restricted Use section; (j) at all times comply with all applicable local, provincial, state, federal and foreign laws in using the Licensed Materials; and (k) take appropriate action by agreement or otherwise with all Permitted Users to ensure they comply with all of the terms and conditions of this Agreement.  The Software may be copied for Permitted Installations and one time only for backup and archival purposes. No copies may be made of any elements of the provided software as a service.  Any restrictions on your use of the Open Source Software is governed by the Open Source Licenses, as applicable.
7. AUDIT RIGHTS: You agree that Leonovus, upon notice to you, is entitled to audit your compliance with this Agreement and you will provide Leonovus with any access that may be required in order for Leonovus to fully and promptly conduct such audit. Any costs incurred in connection with this audit will be borne by Leonovus, unless the audit reveals a material breach of the terms and conditions of the Agreement, in which case you agree to pay all costs and expenses incurred by Leonovus in connection with such audit, in addition to all other costs associated with remedying your breach of this Agreement.  Audits will be carried out during Regular Business Hours and Leonovus will endeavor reasonably to avoid adversely affecting your business operations.
8. FEES: You shall pay the fees in the amount agreed between you and Leonovus or Leonovus’ reseller (the “Fees”), as follows:
   • the subscription fee for each Subscription Term (the “Subscription Fee”).
   • Any additional add-on fees for additional storage or user accounts beyond the original base subscription for the Software as a Service (SaaS).
9. Payment:
   • Initial Fees: The initial Subscription Fees are payable in full, without deduction or offset, upon checkout.  From time-to-time Leonovus, as the service provider, may opt to waive payment of fees for a trial period interval.  Following the trial period, the Subscription Fees are payable in full.
   • Taxes: The Fees for the Licensed Materials do not include applicable local, provincial, state and federal taxes (other than taxes on Leonovus’ income) and you are required to pay such taxes, as applicable, in addition to the Fees for the Licensed Materials.
   • Non-Payment: All Fees are non-cancelable and non-refundable.  Leonovus, at its sole discretion, may suspend or revoke your license or service or terminate this Agreement, without liability to Leonovus, in the event that any amounts payable by you are past due.
   • Resellers: If you order the Licensed Materials through one of Leonovus’ resellers, your payment terms may be agreed between you and the reseller.
10. TERM: This Agreement shall commence on the Date of Confirmation and shall continue for the period set out in your Order Confirmation (as applicable, the “Term”), which will be either:
    • a non-perpetual license grant for a specified subscription period (the “Subscription Term”).
11. RENEWALS:
    • Upon the expiration of the initial Subscription Term, this Agreement shall automatically renew for subsequent Subscription Terms of the same length, unless Leonovus in its sole discretion provides you with notice of Leonovus’ intention to not renew at least thirty (30) days prior to the commencement of the next Subscription Term.  For certainty, if you fail to pay the Subscription Fee for the next Subscription Term when due, or if Leonovus provides you with a notice of non-renewal, this Agreement shall automatically terminate at the end of the last day of the then current Subscription T
12. RENEWAL NOTICE; CHANGE IN FEES: Leonovus may increase Subscription Fee or add-on fees at the beginning of any renewal. At least 30 days prior to the automatic renewal of your Subscription Term, as applicable, notice of such renewal will be sent to you by Leonovus and will include, if applicable, a reference to any increase in applicable Fees that will apply going forward.  Unless you provide Leonovus with notice of your desire to not renew prior to the start of the next Subscription Term, as applicable (the “Notice of Non-Renewal”):  (i) renewal shall occur automatically; and (ii) you will be deemed to have agreed to any specified increase in Fees, without reservation. If you disagree with any increase in Fees as indicated to you by Leonovus or you would otherwise not like to renew your Subscription Term, as applicable, Leonovus requires that you send a Notice of Non-Renewal and discontinue use of the Licensed Materials by the end of the then current Subscription Term.
13. SUPPORT SERVICES: During the Subscription Term and, subject to this Agreement, Leonovus agrees to provide you with either (a) standard maintenance and support, with respect to the Software, based on the level of support selected in your Order and confirmed in your Order Confirmation (the “Support Services ”). The content, extent and working methods of the Support Services provided shall be decided at the sole discretion of Leonovus.  The Support Services  exclude:  (i) any extended, enhanced or additional maintenance and support beyond what is set out in this agreement; (ii) any training, data processing services or any other consulting work or issues related to the Software, except as may be separately agreed by the parties; (iii) any issues related to any third party systems or services, including third party hardware, software, hosting services, the Internet, networking or connectivity issues; and (iv) any issues relating to your Storage. Leonovus shall have no obligation to provide the Support Services if: (A) the Fees have not been paid; (B) the Software is used outside the Permitted Use; (C) problems relate to your misuse of the Software; (D) you have not renewed your Support Services Term; or (E) problems relate to your hardware, other software or your other service providers, including any cloud service or other hosting service provider.
14. LIMITED WARRANTY: For 90 days from the Date of Confirmation (the “Warranty Period“) and subject to the terms of this Agreement, Leonovus warrants that the Software and services will reasonably conform to the specifications contained in the Documentation.  You agree that the limited warranty set out in this section is invalidated and that you will have no claim whatsoever in respect of that warranty if: (a) you are not the purchaser of the licenses to the Licensed Materials; (b) you fail to report in writing to Leonovus, during the Warranty Period, any defect or error claimed to be a breach of the warranty; (c) the Software is misused; (d) you fail to promptly install an update issued by Leonovus; (e) the claim to defect or error has been caused, in whole or in part, by persons other than Leonovus; or (f) the Software has been installed on a system that has not been certified by Leonovus as compatible with the Software at the time of purchase. If you have a warranty claim brought properly within the Warranty Period, Leonovus sole responsibility pursuant to this limited warranty will be, at Leonovus sole discretion, to: (i) replace the Software with a version that meets the above-stated warranty; or (ii) terminate this Agreement and return to you a pro-rata portion of the Fees paid by you for the then current Term.  In the case of a perpetual license, such refund will be calculated based on amortization of the Perpetual License Fee over a five (5) year period on a straight-line basis.   If Leonovus, at its sole discretion, chooses to replace the Software, the Warranty Period applicable to the replacement Software will be the greater of the remaining time available to you pursuant to the original Warranty Period or 30 days from the date you receive a link allowing you to download the replacement Software. THE LIMITED WARRANTY SET FORTH IN THIS PROVISION IS THE ONLY WARRANTY MADE BY LEONOVUS IN RESPECT OF THE SOFTWARE.

LEONOVUS MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY OR BY CUSTOM OR FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH (i) THE LICENSED MATERIALS (EXCEPT FOR THE SOFTWARE WARRANTY EXPRESSLY PROVIDED ABOVE) OR SUPPORT SERVICES, (ii) ANY OPEN SOURCE SOFTWARE, (iii) ANY THIRD PARTY SOFTWARE, OR (iv) ANY PRODUCTS OR SERVICES NOT PROVIDED BY LEONOVUS, INCLUDING ANY CLOUD OR OTHER THIRD PARTY HOSTING SERVICES , ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY LEONOVUS.

15. INDEMNITY: Leonovus will defend or at its option settle any claim or proceeding brought against you to the extent that it is based on an assertion that your Permitted Use of the Software in accordance with this Agreement constitutes direct infringement of any Canadian or United States copyright, and will indemnify you against all reasonable costs and damages finally awarded against you which result from any such claim or proceeding, provided that you notify Leonovus promptly in writing of any such claim or proceeding and give Leonovus full and complete authority, information and assistance to defend such claim or proceeding and any negotiations for a compromise or settlement. Leonovus will have no liability or obligation to you hereunder for any copyright infringement or any assertion, claim or proceeding relating thereto to the extent resulting from: (i) the combination of the Software with any other products not furnished by Leonovus; (ii) any addition to or modification of the Software made by any person or entity other than Leonovus; (iii) any software or other technology not claimed to be owned by Leonovus, including the Third Party Software and the Open Source Software and any materials related thereto; or (iv) any use of the Software outside of the Permitted Use. Leonovus will have no obligation hereunder for any costs incurred by you without Leonovus expressing prior written authorization. If the Software or any part thereof becomes, or in Leonovus’ opinion is likely to become, the subject of any claim of infringement, Leonovus will have the right, at Leonovus’ option and expense, to either (i) obtain for you the right to continue using the Software; (ii) replace the Software with a version that is non-infringing, or (iii) terminate this Agreement and provide you with a pro-rata refund of the Fees paid by you for the then current Term.  In the case of a perpetual license, such refund will be calculated based on amortization of the Perpetual License Fee over a five (5) year period on a straight-line basis.  This provision states the sole, exclusive and entire liability of Leonovus, and your sole, exclusive and entire remedy, with respect to any claim of copyright or other intellectual property infringement with respect to the Software, and any part thereof.
16. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCE WILL LEONOVUS OR ANY OF LEONOVUS’ AFFILIATES BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LEONOVUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.  FOR GREATER CERTAINTY, WITHOUT LIMITING THE FOREGOING, LEONOVUS SHALL NOT BE LIABLE FOR ANY LOSS OR COMPROMISE OF DATA OR INABILITY TO ACCESS OR USE DATA IF YOU NEGLECT TO BACK UP YOUR SOFTWARE, INCLUDING YOUR CUSTOMIZED CONFIGURATION, ANY KEY DATABASES OR PROFILES, IF YOU CANNOT RECALL YOUR PASSWORD OR IF YOU BECOME THE SUBJECT OF ANY RANSOMWARE OR OTHER CYBER ATTACK.

LEONOVUS AGGREGATE LIABILITY RELATING TO THE LICENSED MATERIALS, THE SUPPORT SERVICES OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT HOWEVER CAUSED, IS LIMITED TO THE FEES PAID TO LEONOVUS BY YOU IN THE NINETY (90) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree that the limitation on the liabilitY of Leonovus AND ITS AFFILIATES AND THE LIMITED REMEDIES AVAILABLE TO YOU UNDER THIS Agreement are understood by you, shall apply notwithstanding a fundamental breach of contract by Leonovus, and that the Fees for the Licensed Materials and Support Services and other provisions in this Agreement were determined in consideration of such limitations.

17. CONFIDENTIAL INFORMATION: For purposes of this Agreement, the term “Confidential Information” means any information pertaining to Leonovus’ business, whether disclosed orally, in writing or electronically.  Confidential Information specifically includes the Licensed Materials and any trade secrets and information contained in or relating to the Licensed Materials or Leonovus’ other computer software programs, technical information, know-how, processes, future products, marketing plans or proposals, financial and sales information, subcontractor and employee lists, existing, inactive or potential customer lists, and all other customer information, whether developed, acquired by or licensed to Leonovus, and including all information which Leonovus identifies in a conspicuous place as being “confidential” or “trade secret”.

The term Confidential Information as used in this Agreement shall not include any information which: (a) was in the public domain at the time of disclosure by Leonovus to you; (b) is published or otherwise comes into the public domain after its disclosure to you through no violation of this Agreement by you; (c) is disclosed to you by a third party not under an obligation of confidence to Leonovus; (d) is independently developed by or for you without reference to Leonovus’ Confidential Information; or (e) is required to be disclosed by any law or governmental regulation or produced under order of a court of competent jurisdiction, provided, however, that you provide Leonovus written notice of such request or order and Leonovus is provided with an opportunity to attempt to limit such disclosure.

18. CONFIDENTIALITY OBLIGATIONS: You will take all reasonable precautions necessary to safeguard Leonovus’ Confidential Information, including: (i) taking all such actions as a prudent person would take to protect its own confidential information; and (ii) such other measures as Leonovus or its authorized representatives may reasonably request from time to time. You will not allow the removal, copying, or defacement of any confidentiality or proprietary notice placed on the Licensed Materials.  The placement of copyright notices on any portion of the Licensed Materials will not constitute publication or otherwise impair their confidential nature.

 

You shall not allow any copying, disclosure, reverse engineering, decryption or use, in whole or in part, of any item of Leonovus’ Confidential Information to any individual, entity, or other person, except to your employees or contractors who (i) require access for purposes of this Agreement and (ii) agree to comply with any use and non-disclosure restrictions applicable thereto under this Agreement or otherwise.  If requested by Leonovus, you will cause such employees and contractors to execute appropriate non-disclosure agreements that would ensure the compliance by any such employees or contractors with the provisions set out herein. You acknowledge that any unauthorized use or disclosure of the Licensed Materials and/or the Confidential Information of Leonovus will cause irreparable damage to Leonovus and its licensors for which money damages are not an adequate remedy. You agree that, in the event of any such breach or threatened breach, in addition to other remedies at law or in equity that Leonovus may have,  Leonovus shall be entitled to equitable relief, including injunctive relief and specific performance, notwithstanding that damages may be readily quantifiable, and you agree not to plead sufficiency of damages as a defence in the proceeding for such equitable relief brought by Leonovus.  If any unauthorized use or disclosure occurs, you will immediately notify Leonovus and take, at your expense, all steps which may be necessary and/or available to recover the Confidential Information and to prevent any subsequent unauthorized use or dissemination.

 

If this Agreement is terminated, at Leonovus’ request, you will within 30 days of the request either deliver to Leonovus or destroy all copies of Confidential Information and all documents containing Confidential Information and certify such delivery and/or destruction to Leonovus.

19. NON-LEONOVUS NETWORKS: You acknowledge and agree that your electronic communications of files encrypted by the Software will involve transmission over the Internet, and over various networks, none of which are owned or operated by Leonovus.  You further acknowledge and agree that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Leonovus is not responsible for any of your electronic communications which are delayed, lost, altered, intercepted or stored during transmission across networks not owned and/or operated by Leonovus, including the Internet and your local networks.
20. EXPORT RESTRICTIONS: The Software, Service and/or Open Source Software contain encryption technology and may be subject to export and import restrictions. Export of the Software and Open Source Software may require prior approval of the appropriate government authorities. You agree to fully comply with all Canadian and United States laws and regulations, and the laws and regulations of all other relevant jurisdictions, applicable to the export and import of the Software and Open Source Software, including when you download, install and use the Software and Open Source Software. Without limiting the foregoing: (i) you represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports; and (ii) you shall not permit any person to use the Software in violation of any U.S. export embargo, prohibition, or restriction.
21. S. GOVERNMENT RESTRICTED RIGHTS: Use, modification, reproduction, release, display, or disclosure by the Government of the United States of America of the Software is subject to the restrictions set out in this Agreement and United States Federal Regulations, including but not limited to 48 C.F.R. Section 12.12 and Subsection 227.7202-3.
22. TRANSFER/ASSIGNMENT: Leonovus may transfer and assign this Agreement and Leonovus’ rights and obligations pursuant to this Agreement, in whole or in part, to an affiliate, a subsidiary, or other third party without notice to you.  With the prior written consent of Leonovus (not to be unreasonably withheld), you may transfer and assign this Agreement and your rights pursuant to this Agreement to another party provided that: (i) that party agrees in writing with Leonovus to become subject to the terms and conditions of this Agreement; and (ii) you are not transferring or assigning this Agreement or your rights under this Agreement to any third party for the purposes of monetary gain.  You are otherwise not permitted to transfer or assign this Agreement or any of your rights or obligations under this Agreement to any third party.
23. TERMINATION: You may terminate this Agreement at any time by uninstalling the Software from all storage/server(s) and permanently deleting the Software and data from all Storage.  Leonovus may terminate this Agreement at any time if: (a) you breach any term or condition of this Agreement; or (b) you make a general assignment for the benefit of creditors or a proposal for rearrangement under any bankruptcy legislation, or a petition is filed against you under any bankruptcy legislation, or if you are adjudicated or declared as bankrupt, or if a liquidator, trustee in bankruptcy, custodian, receiver, receiver and manager, or any other officer with similar powers is appointed of or for you, or if you commit an act of bankruptcy or propose a compromise or arrangement or institute proceedings to be adjudged bankrupt or insolvent or consent to the institution of such appointment or proceedings or admit in writing inability to pay debts generally as they become due; or (c) for any reason where Leonovus, acting reasonably, believes that its rights and interests pursuant to this Agreement or in connection with the Licensed Materials, may be at risk from you or any third-party. Upon expiry or termination of this Agreement for any reason, the license and all other rights granted to you under this Agreement shall immediately terminate.  Sections 2, 7, 9, 16, 17,18, 20 and 22 to 27 shall survive any expiry or termination of this Agreement.
24. GOVERNING LAW: This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. You agree that any action or lawsuit commenced in connection with this Agreement or in connection with the subject matter hereof, will be brought before the courts of the Province of Ontario.
25. SEVERABILITY: If any provision of this Agreement is held to be unenforceable, in whole or in part, such determination will not affect the validity of any other provisions of the Agreement.
26. WAIVER: No waiver of or consent to depart from the requirements of any provision of this Agreement shall be binding against either party unless it is in writing and it is signed by the party giving it.  The failure of either party to exercise, and any delay of either party in exercising, any of its rights under this Agreement, in whole or in part, shall not constitute or be deemed a waiver or forfeiture of such rights, neither in the specific instance nor on a continuing basis.  No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
27. ENTIRE AGREEMENT: This Agreement constitutes the complete and entire statement of the agreement between you and Leonovus with respect to its subject matter and supersedes all prior writings, discussions, representations, or understandings.

AMENDMENTS: This Agreement may be amended by Leonovus from time to time upon renewal of the Subscription Term or, if you have a perpetual license, renewal of the Support Services Term. Notice of any such amendment will be included in the renewal email from Leonovus or otherwise sent to you by Leonovus and will include access to an updated version of this Agreement.  The amendments will become effective if you chose to go forward with the renewal.  If you do not agree to be bound by the amended terms of this Agreement, you should not proceed with the renewal (see Section 12) and this Agreement (including the licenses granted under this Agreement) will terminate and you must discontinue use of the Licensed Material at the end of the then current Subscription

 

If you have any questions concerning this Agreement, or if you desire to contact Leonovus for any reason, please write to:

Leonovus Inc.

2611 Queensview Drive, Suite #125

Ottawa, Ontario Canada,

K2B 8K2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a duly authorized representative as of the date set forth below.

Leonovus Corp.		Customer (You):
Signed:		Signed:
By:		By:
Title:		Title:
Date:		Date:

 

Even if you do not sign above, you will be deemed to have agreed to the terms and conditions of this Agreement if you selected “I Accept” during the installation process or Services account set up, or if you otherwise install or login to the service or use the Licensed Materials.

 

The most recent copy of this agreement shall be maintained online at:  https://torozo.com/cms/torozo-service-agreement/