LOKI SOFTWARE LICENSE TERMS
These license terms are an agreement between Loki Systems Inc. and you. Please read them. They apply to the software named
above, which includes the media on which you received it, if any. The terms also apply to any Loki:
- Internet-based services, and
- support services
for this software, unless other terms accompany those items. If so, those terms apply.
By installing, having installed, or using the software, you accept these terms. If you do not accept them, do not install,
have installed or use the software.
If you comply with these license terms, you have the rights below.
Software. The software may include
- server software;
- client software that can be installed on devices and used with the server software;
- additional components that may be separately licensed; and
- any fixes, patches or updates for the software.
License Model. The software is licensed based on
- the number of copies of system databases that you install;
- the number of employees processed using this software; and
- additional components you license.
- "you" means the legal entity that has agreed to these license terms and your affiliates.
- "affiliates" means (i) for you, any legal entity that you own, which owns you, or which is under common ownership with you;
(ii) for Loki, any legal entity that Loki owns, which owns Loki, or which is under common ownership with Loki;
- "ownership" means more than 50% ownership;
- "client software" means the software that allows a single personal computer, workstation, terminal, handheld computer, personal
digital assistant, or other electronic device ("device) to access or use the server software or to use certain aspects of
the server software when disconnected from the server;
- "server software" means the software that provides services or functionality on your server (your computers capable of running
the server software are "servers"); and
- "system database" means the underlying database that controls your users and financial reporting units.
3. INSTALLATION AND USE RIGHTS.
- Server Software. You may install an unlimited number of copies of the server software to access your system database. However,
you may only use the number of copies that your license key permits. You may not duplicate license keys without Loki's prior
- Client Software. You may install an unlimited number of copies of the client software. However, you may use the client software
only with the server software.
- Additional Components. You may install an unlimited number of copies of the additional components you have licensed for
your system database. You must obtain a separate license for each system database if you wish to install an additional component
for multiple system databases. You may not duplicate license keys without Loki's express written consent.
4. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
- Employee Licenses. You must acquire an employee license for each unique employee (determined by having a unique “National
Identification Number” in the database) marked as active for processing by Loki software in a trailing 12 month period.
Multiplexing. Hardware or software you use to
- pool connections,
- reroute information,
- reduce the number of devices or users that directly access or use the software, or
- reduce the number of devices or users the software directly manages,
(sometimes referred to as "multiplexing" or "pooling"), does not reduce the number of licenses you need.
- Third Party Hosting. You may have a third party host the software on your behalf solely for access by you and your affiliates.
You may not permit your third party hosting vendor to allow access to the software by unaffiliated third parties except as
otherwise allowed through an external connector license. Your third party hosting vendor must agree to be bound by these
- License Grant for Templates. You may copy and use templates provided with the software and identified for such use in documents
and projects that you create. You may distribute those documents and projects non-commercially.
- Modification. You may modify the software only as necessary to use it for your internal business purposes if you received
it in source code form or you have licensed tools from Loki that allow you to modify the object code form. You agree that
Loki is not responsible for any problems that result from modifications made by you or a third party or that are caused by
third party hardware or software.
- Additional Functionality. Loki may provide additional functionality for the software. Other license terms and fees may apply.
5. INTERNET-BASED SERVICES.
Loki provides Internet-based services with the software. It may change or cancel them at any time.
- Consent for Internet-Based Services. Certain features in the software may connect to Loki or third party service provider
computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch
off these features or not use them. For more information about these features, see the software documentation. By using these
features, you consent to the transmission of this information. Loki does not use the information to identify or contact you.
Computer Information. The following features use Internet protocols, which send to the appropriate systems computer information,
such as your Internet protocol address, the type of operating system, browser and name and version of the software you are
using, and the language code of the device where you installed the software. Loki uses this information to make the Internet-based
services available to you.
- Web Content Features. Features in the software can retrieve related content from Loki and provide it to you. To provide
the content, these features send to Loki the type of operating system, name and version of the software you are using, type
of browser and language code of the device where you installed the software. Examples of these features are templates, online
training, online assistance and Application Help. You may choose not to use these web content features.
- Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else's
use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by
6. BENCHMARK TESTING.
You must obtain Loki's prior written approval to disclose to a third party the results of any benchmark test of the software.
7. SCOPE OF LICENSE.
The software is licensed, not sold. This agreement only gives you some rights to use the software. Loki reserves all other
rights. Unless applicable law or a separate written contract with Loki gives you more rights despite this limitation, you
may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations
in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes.
You may not:
- work around any technical limitations in the software;
- reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits,
despite this limitation;
- make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
- publish the software for others to copy;
- rent, lease or lend the software; or
- use the software for commercial software hosting services. However, you may use the software to provide business process
outsourcing services to unaffiliated third parties provided that they do not access the software or system database.
Your rights to use the software are perpetual but may be revoked if you or your affiliates do not comply with the terms
of this agreement. Rights to access the server software do not give you any right to implement Loki patents or other Loki
intellectual property in software or devices that access the server.
8. BACKUP COPY.
You may make multiple copies of the software for backup, development and testing purposes, so long as such copies are not
used in production and the development is for your internal use only. Your backup copies may be hosted by a third party on
9. FAIL-OVER RIGHTS.
You may run a single passive fail-over instance of your system database for temporary support.
10. LICENSE TRANSFER.
You may not transfer the software to a third party without Loki's prior written consent. If permitted, there may be additional
charges for transferring the software to a third party.
Any person that has valid access to your computer or internal network may copy and use the documentation for your internal,
12. EXPORT RESTRICTIONS.
The software is subject to Canadian export laws and regulations. You must comply with all domestic and international export
laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.
13. SUPPORT SERVICES.
Loki provides support services for the software as described at www.support.Loki.com/common/international.aspx.
14. ENTIRE AGREEMENT.
This agreement (including the warranty below), and the terms for supplements, updates, Internet-based services and support
services that you use, are the entire agreement for the software and support services.
15. APPLICABLE LAW.
The laws of the Province of British Columbia and the federal laws of Canada govern the interpretation of this agreement
and apply to claims for breach of it, regardless of conflict of laws principles.
16. LIMITATION ON AND EXCLUSION OF DAMAGES.
You can recover from Loki and its suppliers only direct damages up to the amount you paid for the software. You cannot recover
any other damages, including consequential, lost profits, special, indirect or incidental damages.
This limitation applies to
- anything related to the software, services, content (including code) on third party Internet sites, or third party programs;
- claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to
the extent permitted by applicable law.
It also applies even if
- repair, replacement or a refund for the software does not fully compensate you for any losses; or
- Loki knew or should have known about the possibility of the damages.
A. LIMITED WARRANTY.
If you follow the instructions, the software will perform substantially as described in the Loki materials that you receive
in or with the software.
B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES.
The limited warranty covers the software for one year after acquired by you. If you receive supplements, updates, or replacement
software during that year, they will be covered for the remainder of the warranty or 30 days, whichever is longer.
To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited
C. EXCLUSIONS FROM WARRANTY.
This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Loki's
D. REMEDY FOR BREACH OF WARRANTY.
Loki will repair or replace the software at no charge. If Loki cannot repair or replace it, Loki will refund the amount
shown on your receipt for the software. It will also repair or replace supplements, updates and replacement software at no
charge. If Loki cannot repair or replace them, it will refund the amount you paid for them, if any. You must uninstall the
software and return any media and other associated materials to Loki with proof of purchase to obtain a refund. These are
your only remedies for breach of the limited warranty.
E. NO OTHER WARRANTIES.
The limited warranty is the only direct warranty from Loki. Loki gives no other express warranties, guarantees or conditions.
Loki excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement.
F. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY.
The Limitation on and Exclusion of Damages clause above applies to breaches of this limited warranty.