Access to and use of GuardRFID AllGuard, TotGuard, Argus and Orchestrator software and related software, applications and services (collectively, “Software”) is made available to you by GuardRFID Solutions Inc. (“GuardRFID,” “we,” “us”, or “our”) subject to and conditional upon your acceptance to the terms and conditions of this Agreement.
By accessing or using the Software, you are accepting this Agreement. Do not use the Software if you do not agree to the terms and conditions of this Agreement.
In order to use the Software, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth herein. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
This Agreement is subject to change without notice.

License Grant and Restrictions

Subject to the terms and conditions of this Agreement, GuardRFID hereby grants you a personal, non-exclusive, revocable, non-transferrable and non-sublicensable license to access and use the Software for the internal business operations of the entity with whom you are employed as an employee, contractor, personnel, staff, agent or other user, and who has provided authorization for the access and use of the Software (the “Client”).

Access and use of the Software is conditional upon the following restrictions:

  1. you must not transfer, sell, lease, assign, license or sublicense your rights in the Software to any other person or use the Software for third-party training, commercial time-sharing, rental, subscription service, hosting, outsourcing or service bureau use or otherwise further distribute, disseminate or transfer the Software to a third party;

  2. you must not make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit any third party to do the same;

  3. you must not take any action that may subject the Software to any liens, encumbrances, security interests or result in the assignment, transfer or conveyance of any right, title or interest in and to the Software for the benefit of a third party;

  4. you must not remove or obscure any copyright, confidentiality, trade secret or other proprietary rights notices and identifying marks or designs from any component in the Software;

  5. you must not perform any benchmarks of the Software or publish any results thereof;

  6. you must not use the Software in any manner to further the development or improvement of any product that does or would compete with the Software, GuardRFID or its licensors;

  7. you must not decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form for any purpose except as may be required by applicable laws; and

  8. you must not provide, disclose, or make available to, or permit use of the Software by any third party without GuardRFID’s prior written consent.

Your access and use of the Software is further subject to the overarching licensing agreement between GuardRFID and Client, and may be terminated at any time without notice for any reason, including for the termination or expiry of such overarching license agreement, in which case all of the rights and licenses granted to you will immediately terminate.
The sections under the headings Ownership of Software, Disclaimer of Warranty, Limitation of Liability and General Terms shall survive any termination or expiry of this Agreement.

Ownership of Software

The Software (including any and all related copyright, patent, trade secret and other intellectual property rights and any improvements, modifications and derivative works thereto) is licensed, not sold, to you. GuardRFID reserves all right, title and interest in and to the Software except for the limited license expressly granted to you hereunder. The Software and interface information, including the specific design and structure of individual programs, and any business, technical or other information of GuardRFID are the confidential information owned by GuardRFID and must be treated as confidential. You may not use or disclose such confidential information except as expressly permitted by GuardRFID.

Disclaimer of Warranty

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION, WARRANTY, COVENANT OR GUARANTEE TO YOU OF ANY KIND, INCLUDING IMPLIED OR STATUTORY WARRANTIES OF QUALITY, PERFORMANCE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR DURABILITY. WE EXPRESSLY DISCLAIM THAT THE SOFTWARE WILL BE ERROR-FREE OR YOUR USE THEREOF WILL BE UNINTERRUPTED. THE SOFTWARE, OR ANY SYSTEM, HARDWARE, EQUIPMENT OR NETWORK WHICH IS USED IN CONJUNCTION WITH THE SOFTWARE AND WHETHER OR NOT SUPPLIED BY GUARDRFID, IS NOT GUARANTEED TO PREVENT WANDERING PATIENTS, INFANT ABDUCTIONS, INJURY OR DEATH OF PERSONNEL, ASSET DAMAGE/THEFT OR ANY OTHER EVENT FOR WHICH THEY WERE PURCHASED, AND THAT THEY ARE ONLY INTENDED TO PROVIDE ADDITIONAL SAFEGUARDS TO ASSIST IN THE PREVENTION OF EVENTS SUCH AS THOSE DESCRIBED HEREIN. THE SOFTWARE IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, DEVELOPED OR INTENDED FOR USE IN HAZARDOUS, DANGEROUS TO LIFE OR POTENTIALLY LIFE-THREATENING OR LIFE-SAVING OR EMERGENCY ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, IN WHICH FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL GUARDRFID OR ITS AFFILIATES, LICENSORS, SUPPLIERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, “GUARDRFID PARTIES”) BE LIABLE FOR ANY SPECIAL, EXTRAORDINARY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, LOST PROFITS, LOSS OF OPPORTUNITY OR BUSINESS INTERRUPTION, EVEN IF GUARDRFID IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY LOSS OR DAMAGE TO ANY PROPERTY OR FOR ANY PERSONAL INJURY OR ECONOMIC LOSS, PROFITS, REVENUES, DATA, DATA USE OR OTHER DAMAGE CAUSED BY SOFTWARE OR THE CONNECTION OF THE SOFTWARE TO OTHER DEVICES OR SYSTEMS.

IF, AS A RESULT OF OR IN CONNECTION WITH ANY USE OF THE SOFTWARE, GUARDRFID BECOMES LIABLE TO YOU FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES, OR OTHER LIABILITIES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT, TORT, PURSUANT TO STATUTE OR OTHERWISE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE GUARDRFID PARTIES’ AGGREGATE LIABILITY TO YOU WILL BE LIMITED TO 50 CANADIAN DOLLARS.

General Terms

The Software may contain may include components, integrations, software, code and materials provided by GuardRFID’s third party suppliers and licensors (“Third Party Software”), and GuardRFID makes no representation and warranty with respect to such Third Party Software and they are provided on an “as is,” “where is” basis. Use of Third Party Software shall be subject to the terms and conditions of this Agreement and may be subject to additional terms and conditions as set out in Third Party Software License List (“Third Party Terms”). To the extent there is any inconsistency or conflict between this Agreement and any Third Party Terms, the Third Party Terms shall prevail to the extent relating to the use of the applicable Third Party Software. Certain Third Party Terms applicable to open source software may grant you additional rights, for example, to obtain a copy of the machine-readable source code of the applicable component or library that is governed by such Third Party Terms, such as under the GNU Lesser General Public License. For requests pertaining to such Third Party Terms, please contact us at support@guardrfid.com.GuardRFID’s suppliers and licensors shall each be a third party beneficiary under this Agreement and shall be entitled to the rights and benefits hereunder and may enforce the provisions hereof against you as if a party hereto, to the extent such rights and benefits relate to or involve the use of the applicable Third Party Software.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, shall be instituted in the courts of the Province of British Columbia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Notwithstanding the foregoing, GuardRFID may seek and obtain injunctive relief in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by GuardRFID through injunctive relief and other equitable remedies without proof of monetary damages. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Memberships and Certifications