InterTalk Enlite End-User License Agreement

Last updated: 2022-FEB-25

Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloading, or using the Vantage radio dispatch Software or any documentation or other associated documents (collectively, the “Software”) produced by InterTalk Critical Information Systems Inc. (“InterTalk”, “Us”, “We”, or “Our”).

Your access to and use of the Software is conditioned on Your acceptance of and compliance with this Agreement and the Related Agreements listed in this Agreement (“Related Agreements”). This Agreement applies to all visitors, users, and others who access, purchase, download, install, or use the Software (“You” or “Your”).

BY CLICKING THE “I AGREE” BUTTON, DOWNLOADING, OR USING THE SOFTWARE OR ANY PART OF IT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DISAGREE WITH ANY PART OF THE AGREEMENT, DO NOT CLICK ON THE “I AGREE” BUTTON AND DO NOT DOWNLOAD OR USE THE SOFTWARE.

Definitions

The capitalized terms in this document shall be interpreted using the definition immediately preceding their initial appearance in quotations.

Scope of License

This Software is licensed, not sold. In consideration of your agreeing to be bound by the terms and conditions set out in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), We grant You a limited, non-exclusive, personal, non-assignable, non-transferable, revocable license to use the Software (the “License”) subject to Your compliance with this Agreement and all Related Agreements. The Software is protected by Canadian and foreign intellectual property laws.  InterTalk retains full and complete title to the Software and all updates and subsequent copies of the Software (including without limitation copies made in violation of the terms of this Agreement) regardless of the medium or form in which the copies may exist.  This License only includes some rights to use the Software. We reserve all other rights. You may use the Software, where “use” means download, execute, store or display the Software in the form provided to You by Us.  Use rights must be obtained for each person or entity using the Software.  The Software includes confidential information which You agree to keep strictly confidential and neither disclose nor use for any purpose other than the limited use of the Software in accordance with this License. You will not: (a) use, copy, reproduce or transfer the Software other than as set out above or, without limiting the generality of the foregoing, adapt, reverse engineer, decompile, disassemble, translate or modify the Software in any way whatsoever, nor will you create derivative works based on the Software; (b) remove or alter ownership and copyright notices embedded in or on the Software; (c) use, ship, transfer, export or re-export the Software or any data used, processed or transmitted in relation to or by it, except as authorized and permitted by the laws and regulations of the jurisdiction in which you are using the Software, and the laws of the United States and Canada, including without limitation the laws relating to the transfer or storage of personal or health information across national borders or otherwise; or (d) permit any third party to violate the terms and conditions of this Agreement.  You represent and warrant that in using the Software you will not: (i) violate the rights of any third party; (ii) impersonate any person; (iii) upload viruses or engage in other activities that might cause damage to the site(s) maintained by Us or otherwise disrupt our operations by disrupting Our site servers or otherwise; or (iv) engage in or promote participation in any illegal activity.

Modifications to Software

InterTalk reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to you.

Term and Termination

Unless it is terminated prior to the end of that period, this Agreement is effective for successive terms of one year each.  We may terminate this Agreement: (a) if you fail to comply with any material provision of this Agreement; (b) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by either party, or the filing of a petition in bankruptcy by or against either party; (c) in the event that our ability to support or offer the Software or any part of it is impeded by the actions of one or more third parties; or (d) by providing you with notice in writing not less than thirty (30) days before the end of the then current term.

Upon termination of this Agreement, you shall cease all use of the Software and delete all copies of the Software from every device to which You have saved the Software and your access to the Software and any configurations therein will be terminated.

Accuracy

The Software relies on hardware and software which may be provided by Us or by third parties or third-party service providers.  The Software may utilize a cloud-based server architecture.  WE OFFER NO WARRANTY THAT THE HARDWARE AND SOFTWARE IS ERROR FREE OR COMPATIBLE WITH THE HARDWARE, OR THAT THE SERVER ARCHITECTURE IS SECURE OR THAT IT WILL FUNCTION.  YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE SOFTWARE OR THE HARDWARE OR SOFTWARE WHETHER PROVIDED BY US OR BY THIRD PARTY SERVICE PROVIDERS AND USED IN CONNECTION WITH IT OR IN INFORMATION SUPPLIED BY US OR THIRD PARTIES OR THIRD PARTY SERVICE PROVIDERS.

WE OFFER NO WARRANTY THAT THE INFORMATION OR ANALYSIS GENERATED BY THE SOFTWARE IS ERROR FREE. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE SOFTWARE OR THE INFORMATION OR ANALYSIS GENERATED BY IT.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. INTERTALK MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SOFTWARE, UNLESS OTHERWISE SPECIFIED IN WRITING. WE DO NOT WARRANT THAT YOUR USE OF THE SOFTWARE OR THE INFORMATION OR ANALYSIS GENERATED BY IT WILL BE ERROR FREE, VIRUS FREE OR SECURE.  THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DO NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT IT OR THE INFORMATION OR ANALYSIS GENERATED BY IT WILL BE ERROR FREE, OR THAT ANY DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR REPRESENTATIVES, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY THAT IN ANY WAY INCREASES THE SCOPE OF THIS LIMITED WARRANTY. 

YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OR INTERCEPTION OF DATA, AND PERSONAL INJURY (INCLUDING DEATH) THAT RESULTS FROM USE OF THE SOFTWARE.

INTERTALK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

Limitation of Liability

YOU ARE RESPONSIBLE FOR THE SELECTION, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE AND FOR ENSURING THAT ITS USE DOES NOT VIOLATE ANY LEGAL OBLIGATIONS (WHETHER IMPOSED BY STATUTE, CONTRACT OR OTHERWISE). UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER WE NOR OUR RELATED COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM THE USE OF THE SOFTWARE HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, LOST DATA, LOSS OF COMPUTER TIME, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING IN CONSEQUENCE OF OUR PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER WE HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU IN THE IMMEDIATELY PRECEDING TWELVE MONTHS FOR THE LICENSE GRANTED UNDER THIS AGREEMENT.

YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE DISCLAIMERS CONTAINED IN THIS AGREEMENT.  YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THE PRICE OF THE SOFTWARE.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIM IN EXCESS OF THE LIMITATION SET FORTH ABOVE.  THIS INDEMNIFICATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, ACTIVE OR PASSIVE NEGLIGENCE, OR OTHERWISE ON OUR PART, OR ANY CLAIM OF FAILURE OF ESSENTIAL PURPOSE.  

Legal Jurisdiction

This agreement will be governed by the laws of the Province of Nova Scotia and the Dominion of Canada, without regard to choice or conflicts of law provisions.

Modifications to Agreement

This Agreement is subject to change. A copy of the most current version of the Agreement will be posted at https://intertalksystems.com/products/enlite/enlite-license-agreement/.

Related Agreements

By accepting this Agreement, you acknowledge that you have reviewed and agree to be bound by the most recent version of all applicable Related Agreements.

General

This Agreement constitutes the entire agreement between the Parties with respect to the Software. The parties to this Agreement agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement and its application is expressly excluded. No waiver or modification of any of the terms of this Agreement shall be valid unless made in writing and signed by Us. Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this Agreement and the rest of this Agreement shall remain in full force and effect, and be binding upon You and Us as though the said provision or provisions had never been included. This Section and Sections entitled Scope of License, Disclaimer of Warranties, Limitation of Liability, and Legal Jurisdiction shall survive the termination of this Agreement for any reason.

Contact Us

If you have any questions or comments with regards to this policy, please email us at support@intertalksystems.com and include “ENLITE” in the subject line of your message.