Terms & Conditions
End User License Agreement
By clicking on the “I AGREE” button below or by otherwise downloading, installing, accessing or using, in any manner whatsoever, the file, program, software or other digital asset which you (“Licensee”) have selected (the “Product”) you hereby agree to be bound by the following terms and conditions (the “Agreement”). For the purposes of this Agreement, the term “Licensee” shall refer to the individual agreeing to the terms hereof, irrespective of whether such individual is acting on behalf of any third party. If Licensee does not agree with these terms and conditions, or any Revised Agreement (as defined below) Licensee must refrain from downloading, installing, accessing or using the Product
1.1 "Component” means any component of the Product, including, where the Product consists of software, any and all utilities, tools, macros, scripts, APIs, libraries, modules, routines, subroutines, protocols, code and interfaces, regardless of language, format or the medium on which they are stored or expressed.
1.2 “Confidential Information” means confidential information of Licensor (as defined below), in any format whatsoever which (i) is marked or otherwise identified in writing by Licensor as proprietary or confidential, (ii) under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential by a reasonable recipient party, and/or (iii) by reason of its nature, ought in good faith to be treated as confidential by a reasonable recipient party. For the purposes of this Agreement, Confidential Information of Licensor shall include, without limitation, any information relating directly or indirectly to the Indemnified Parties (as defined below) and the operations, businesses and activities of the foregoing, including, without limitation: (i) business or financial information; (ii) technical information or data; (iii) processes, transactions and transaction procedures; (iv) trade secrets, secret or proprietary processes and formulae, inventions, ideas, concepts, patent applications or information or documents prepared in anticipation of preparing a patent application; (v) marketing and customer data, test marketing or similar studies, focus group reports, advertising programs or strategies; (vi) terms, conditions, provisions or obligations of any contracts or agreements to which Licensor is a party or to which any of its assets are subject, or the identity of any person who is a party to any contract or agreement with Licensor, including the terms and conditions of this Agreement; (vii) all analyses, compilations, data, studies or any other documents compiled by Licensor, Licensee or any third party that contain Confidential Information of Licensor or that is based on, in whole or in part, such Confidential Information and (viii) any and all intellectual property of Licensor, including, without limitation, the Product.
1.3 “Object Code” means software in equipment-executable form expressed in machine-readable language (e.g. binary coding using zeros and ones or hexadecimal coding using letters and numbers or octal coding using zero to seven) resulting from the translation, conversion, assembly or compilation of Source Code by a programming system such as a high-level language compiler or assembler.
1.4 “Open Source Software” means any software that contains or is derived in any manner, in whole or in part, from any software distributed as free software, open source software, shareware or under a similar licensing or distribution model and/or is subject to any agreement with terms requiring that such software be disclosed in any form, licensed for the purpose of making derivative works and/or redistributable, including, without limitation, the GNU General Public License (GPL), the Lesser/Library GPL, the Artistic License, the Mozilla Public License, the Netscape Public License, the Berkeley software design license (BSD), the Apache Server license and any other license listed at www.opensource.org/licenses.
1.5 “Source Code” means software as the programmer originally writes it using a particular programming language (generally a high-level, human-readable compute language such as Basic, C++ or Java) that may be turned by a programming system into equipment-executable form.
2. GRANT OF LICENSE
2.1 Subject to the terms of this Agreement, 8288224 Canada Inc. (“Licensor”) hereby grants to Licensee a limited, revocable, nonexclusive, non-transferable, nonsublicensable license allowing the Licensee to use the Product (and where the Product consists of software, solely in Object Code format) strictly on the terminal on which the Product is downloaded, during the Term. Licensee may solely copy the Product on such terminal for installation and archival purposes. Where a license fee is payable by Licensee in respect of the Product, Licensee is not entitled to use the Product until the license fee has been paid.
2.2 If, during the Term of this Agreement, Licensor, in its sole discretion, elects to grant Licensee access to any update, patch, tool, utility, improvement, third party application or new version of the Product (each an “Enhancement”), such Enhancement shall be deemed to be part of the Product and subject to the terms and conditions of this Agreement. Licensee is obligated to accept any Enhancement made available from time to time by Licensor, failing which Licensor shall be released of any obligation whatsoever in regards to Licensee with respect Licensee’s use of the Product.
4. PROHIBITED USES
4.1 Licensor reserves the right to embed a software security mechanism within the Product or adopt at any time any other security measure deemed necessary by Licensor, with or without notifying Licensee of the existence of same, in order to monitor usage of the Product and verify Licensee’s compliance with this Agreement.
4.2 Licensee shall not, directly or indirectly; (a) copy, reproduce, sublicense, sell, rent, lease, publish, distribute, market, commercialize or otherwise transfer rights or usage in and to the Product (including any Enhancements) or any derivative work based on the Product, in whole or in part; (b) provide access to the Product (including any Enhancements) or any derivative work based on the Product, in whole or in part, on a timesharing, service bureau or other similar basis; (c) remove or alter any copyright, trademark or other form of proprietary notice or marking instructions with respect to the Product; (d) reverse engineer, decompile, translate, disassemble or otherwise attempt to discover the Source Code (as defined below) contained in the Product; (e) modify, add to, remove from or in any other way create a derivative work based on the Product; (f) copy any features, functions, graphics or any other Component (as defined below) of the Product, in whole or in part; (g) knowingly or unknowingly expose or allow a third party to expose the Product to spam, spyware or unlawful, infringing, obscene or libelous material or any malicious code; (h) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Product; (i) use the Product, in whole or in part, or any intellectual property rights protected by applicable laws for the purpose of building a competitive product or service; (j) disclose or give access or use of the Product to anyone other than Licensee; (k) use the Product to impersonate or falsely state or otherwise misrepresent your affiliation with any person or entity including but not limited to the Licensor; (l) access the Product through any automated means (for example, bots or web crawlers) and (m) violate any municipal, provincial, federal or international law or regulation (including any laws relating to the export of data or software) (“Applicable Law(s)”) and (n) expose the Product to any Open Source Software.
5. LICENSEE'S RESPONSIBILITIES
5.1 Upon request, Licensee shall provide Licensor with all License identifier information required by Licensor (e.g. physical address, IP address, server information, etc.) and such other information as may be reasonably requested by Licensor from time to time in connection with the terminal on which the Product is downloaded and used such as to permit Licensor to generate additional license terms, if necessary, that will restrict end-user access only to the individual and module identified by Licensee under this Agreement.
5.2 To the extent that Licensee is provided with or granted access to any Confidential Information (as defined below), Licensee will hold, in perpetuity, the Confidential Information of Licensor in strict confidence, and will treat such Confidential Information with the same degree of care as it accords its own Confidential Information of similar nature, and in no event will it use less than reasonable care to protect such Confidential Information. Without limitation, Licensee will take adequate precautions to safeguard the Confidential Information and such precautions will be at least as great as those Licensee takes to protect its own confidential information, however using no less than reasonable precautions. Licensee shall not reproduce, copy, sublicense, part with possession of, or allow third party access to, discuss, distribute, disseminate or otherwise disclose the Confidential Information or the substance or contents thereof, in whole or in part, in its original form or in any other form, with or to any other person and shall not keep same in whole or in part for archival purposes or otherwise.
5.3 Licensee will immediately notify Licensor upon discovery of any unauthorized use or disclosure of the Confidential Information and will cooperate in any way possible to help Licensor regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
5.4 Licensee acknowledges and agrees that the Confidential Information is highly confidential and that unauthorized use or disclosure of such Confidential Information will result in serious, irreparable harm for which Licensor’s remedies at law (other than injunctive relief) would be inadequate. Among other damage, unauthorized use or isclosure of the Confidential Information will: (i) damage Licensor’s carefully planned marketing and business strategies; (ii)reduce interest in the products and services of Licensor; (iii) make unique or novel elements of Licensor’s products and services susceptible to imitation or copying by competitors, infringers or third parties; (iv) damage Licensor’s proprietary protection in undisclosed or unpublished information or materials; and (v) provide unauthorized third parties with materials capable of being used to create counterfeit and unauthorized copies of Licensor’s intellectual property. Accordingly, Licensee acknowledges and agrees that if any such unauthorized use or disclosure of Confidential Information occurs, Licensor will be entitled, in addition and without prejudice to any other remedies available at law or in equity, to the issuance of injunctive or other equitable relief.
5.5 All Confidential Information is and shall remain the exclusive and sole property of Licensor. This Agreement does no tconstitute or imply a license to use, employ or exploit the Confidential Information other than as expressly provided herein.
6. INTELLECTUAL PROPERTY
6.1 Licensor is and shall remain at all times the sole and exclusive owner of all right, title and interest, including all intellectual property rights, in and to the Product and all Enhancements thereto and any copies thereof, as well as any printed materials and any on-line or electronic documentation (the “Documentation”). Any derivative works created by Licensee in violation of this Agreement shall belong exclusively to Licensor and Licensee hereby irrevocably and unconditionally grants to Licensor all right, title and interest in and to such unauthorized derivative works as is necessary to confirm the foregoing. Licensor reserves all other rights in the Product not expressly granted to Licensee in writing herein.
6.2 The Product may be used in conjunction with third party software subject to additional terms and conditions. Such license to use such third party software must be acquired by Licensee directly from such third party pursuant to a separate agreement, and the terms and conditions governing the use of such third party software shall be the terms and conditions of such third party license and not this Agreement.
7. DISCLAIMER OF WARRANTIES
7.1 THE PRODUCT AND CONFIDENTIAL INFORMATION ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT LICENSOR PROVIDING ANY TRAINING, MAINTENANCE OR SUPPORT SERVICES WHATSOEVER. LICENSEE’S USE OF THE PRODUCT IS ENTIRELY AT ITS OWN RISK.
7.2 THE PRODUCT MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT TO THE USE OF THE INTERNET OR THIRD PARTY PRODUCTS AND LICENSOR IS NOT RESPONSIBLE FOR ANY LOSSES (AS DEFINED BELOW) OR CLAIMS (AS DEFINED BELOW) RESULTING FROM SUCH LIMITATIONS OR ISSUES.
7.3 LICENSOR DOES NOT WARRANT THAT THE PRODUCT IS SECURE, FREE FROM BUGS, VIRUSES, MALICIOUS CODE, SPYWARE OR ERRORS, NOR DOES LICENSOR WARRANT THAT INTERRUPTION, THEFT, DAMAGE OR DESTRUCTION WILL NOT OCCUR AS A RESULT OF THE USE OF THE PRODUCT.
7.4 ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCT AND THE CONFIDENTIAL INFORMATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY EXCLUDED, OVERRIDDEN AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.5 In the event any Applicable Law implies terms or warranties into this Agreement which cannot be lawfully excluded, such terms will apply to this Agreement, save that the liability of Licensor for breach of any such implied term or warranty will be limited, at the option of Licensor, to any one or more of the following:
(a) the replacement of the Product to which the breach relates or the supply of an equivalent Product;
(b) the repair of the Product;
(c) the payment of the cost of replacing the Product or of acquiring an equivalent Product; or
(d) the payment of the cost of having the Product repaired.
8.1 Licensee shall indemnify and hold harmless Licensor and its affiliates and related entities, and its and their respective successors, licensees (other than Licensee) and assigns, and the officers, directors, shareholders, employees, agents, representatives and contractors of the foregoing (the “Indemnified Parties”) from any and all damages, costs, losses, expenses, fees, liabilities, fines, wages, interest or penalties (including, without limitation, judicial and extra-judicial legal fees and costs of investigation and defence such as attorneys’ costs and fees, expert witnesses’ costs and fees, and disbursements) (“Losses”) and any demand letters, causes of action, proceedings, lawsuits, arbitration, mediation or claims (“Claims”) suffered by or directed at the Indemnified Parties as a result of any actual or alleged breach of Licensee’s obligations or covenants hereunder, or the incorrectness or inaccuracy, in whole or in part, of any of the warranties and representations made by Licensee herein, or the improper use by Licensee of the Product. All Losses reasonably incurred by the Indemnified Parties in defending any Claim described herein shall be paid by Licensee within ten (10) calendar days of Licensee’s receipt of an invoice therefor.
9. LIMITATION OF LIABILITY
9.1 IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY CLAIMS OR LOSSES WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACTUAL, EXTRACONTRACTUAL OR OTHERWISE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE OR OTHER SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE TRAINING, SUPPORT OR MAINTENANCE SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT.
10. TERM AND TERMINATION
10.1 Licensee’s right to use the Product shall be effective from the earliest date on which Licensee downloads or accesses the Product and shall continue in perpetuity thereafter, unless earlier revoked by Licensor (the “Term”), at which time Licensee’s rights shall cease immediately without further formality and Licensee understands that Licensee shall be prevented from further using the Product. Licensor reserves the right, in its sole discretion, to terminate this Agreement at any time, including if Licensor has reason to believe that Licensee has failed or fails to comply with any of the terms and conditions described herein.
10.2 Receipt by Licensee of Enhancements do not, by implication, extend the Term of this Agreement.
10.3 All terms of this Agreement which, by their nature or context, are intended to survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement, as the case may be.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of Québec and the federal laws of Canada without regard to its conflicts of law provisions. To resolve any legal dispute arising from this Agreement, Licensee and Licensor agree to the exclusive jurisdiction of the courts and tribunals of the Province of Québec located in the judicial district of Montreal and Licensee undertakes to refrain from making any Claim that the foregoing legal forum is not convenient or appropriate.
12.1 The parties expressly request that this Agreement as well as any documents relating thereto be drawn up in English. Les parties ont expressément exigé que cette convention ainsi que tous les documents s’y rattachant soient rédigés en langue anglaise.
12.2 Licensee acknowledges that this Agreement constitutes the full and complete statement of the agreement between Licensor and Licensee with respect to the subject-matter hereof and supersedes any previous or contemporaneous agreements, understandings or communications relating to such subject matter.
12.3 Licensor may unilaterally modify these terms and conditions from time to time by sending a new set of terms and conditions to Licensee. In such case, Licensee shall be prompted to review the revised Agreement (the “Revised Agreement”) and accept it prior to continuing to use the Product. The Licensee shall be deemed to have accepted the Revised Agreement based on their continued use of the Product subsequent to their review of the Revised Agreement.
12.4 This Agreement will extend to and be binding upon the successors, legal representatives and permitted assigns of the parties. This Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Licensee. Licensor, in its sole discretion, may assign its rights and obligations under this Agreement and licenses granted under this Agreement to any third party.
12.5 The failure of Licensor to enforce at any time any of the provisions of this Agreement will in no way be construed to be a waiver of such provision, nor in any way affect the validity of this Agreement or any part thereof, or the right of Licensor thereafter to enforce each and every provision.
12.6 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.
12.7 The United Nation Convention on Contracts for the International Sale of Goods and the Consumer Protection Act (Quebec) (the “CPA”) shall not apply to this Agreement and are hereby excluded by the parties to the fullest extent permissible by law. In particular, Licensor is granting to Licensee the rights contained herein in reliance upon the Product being used by Licensee as a merchant for the purposes of his/her business, and not in the capacity of consumer under the CPA. If Licensee does not intend to use the Product in the course of his/her business, Licensee must refrain from downloading, installing, accessing or using the Product.
12.8 If you have any questions or require clarification relating to the terms and conditions of this Agreement, please contact Licensor online at firstname.lastname@example.org.