IMPORTANT – READ CAREFULLY BEFORE CLICKING “I AGREE”
CLICKING “I AGREE” INDICATES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT EVEN IF YOU HAVEN’T READ THEM. THIS IS A LICENSE, NOT A SALE. THE USE OF THIS PRODUCT IS POVIDED UNDER THE FOLLOWING LICENSE AGREEMENT, WHICH DEFINES WHAT YOU MAY AND MAY NOT DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES, CONDITIONS, LIABILITIES AND REMEDIES.
SOFTWARE LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ATTENGO LTD (“LICENSOR”). BY CLICKING ON “I AGREE”, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING “I AGREE”. IF YOU DO NOT AGREE TO THESE TERMS, LICENSOR IS UNWILLING TO LET YOU USE THIS SOFTWARE, YOU WILL BE DENIED ACCESS TO THE SOFTWARE AND ANY USE BY YOU OF THE SOFTWARE WILL CONSTITUTE, INTER ALIA, INFRINGEMENT OF COPYRIGHT, MISAPPROPRIATION OF TRADE SECRETS AND BREACH OF LICENSE.
The computer software products known as ATTENGO and/or ATTENFOCUS and/or ATTENMEMORY and/or ATTENPRO, together with supporting documentation (collectively, “Software”) is owned by Licensor. Customer’s right to use the Software is conditional upon and limited by the terms and conditions of this License Agreement and in mutual consideration of the promises made between the parties to this Agreement:
1. Software Remains Licensor’s Property
All right, title and interest, including all intellectual property rights, in and to the Software, and any copies thereof and any changes, modifications or corrections to the Software, and all documentation, code and logic which describes and/or comprises the Software, belong to Licensor. If Customer is ever held or deemed to be the owner of any rights, including copyright or other intellectual property rights in the Software or any changes, modifications or corrections to the Software, then Customer hereby irrevocably assigns to Licensor all such rights, title and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this Section.
Licensor grants to Customer a revocable, personal, non-transferable, non-exclusive license without right to sub-license, rent, lease or lend (“License”) to use the Software online, solely through Licensor’s website.
3. Transfer of Software License
Neither the Software nor the License nor any of the rights, duties or obligations of the Customer under this License Agreement may be rented, leased, distributed, assigned, sub-licensed or otherwise transferred by Customer, without the prior written consent of Licensor.
4. Use of Licensed Software
Customer shall not make telecommunication transmissions of the Software in whole or in part except with the prior written consent of Licensor. Customer is not entitled to make copies of the Software in whole or in part in printed or machine-readable form. All right, title and interest in and to any modifications to the Software belong to Licensor. Customer shall not disassemble, decompile, translate, reverse engineer or create derivative works from the Software. Customer shall not derive or attempt to duplicate or permit or help others to derive or duplicate, the source code relating to the Software. In the event that Licensor allows Customer to use computer programs purchased or licensed by Licensor from other sources, Customer agrees that Customer shall be bound by and shall comply with the provisions of any license or restrictions which may accompany such programs or which may be described in Schedules hereto.
5. Copyright Notice
In order to protect Licensor’s proprietary rights in the Software, Customer agrees to reproduce and incorporate Licensor’s copyright notice and all other proprietary legends thereon in any copies or modifications of the Software, including partial copies in any form.
6. Confidential Information
Customer acknowledges that the Software contains valuable trade secrets and confidential information owned by Licensor, including but not limited to the development status of the Software, the functionality of the Software, the appearance, content and flow of the Software’s screens, the method and pattern of user interaction with the Software and the content of the Software’s documentation. Customer agrees to keep confidential and not to publish, disclose, display, disseminate, provide or otherwise make available in any form the Software or the information contained therein, or any portion thereof, to any third party, without the prior written consent of Licensor.
Licensor warrants that it shall use its best efforts to correct any defect in the Software.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED IN THIS PARAGRAPH, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ITS PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT LICENSOR IS NOT LIABLE, AMONG OTHER THINGS, IF THE SOFTWARE DOES NOT MEET THE REQUIREMENTS OF CUSTOMER OR IF THE SOFTWARE WILL NOT OPERATE FREE OF ERRORS OR UNINTERRUPTED.
8. Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, LICENSOR’S LIABILITY FOR CLAIMS, COSTS, LOSSES, DAMAGES OF ANY KIND OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY FUNDAMENTAL BREACH OF THIS AGREEMENT AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID HEREUNDER FOR THE USE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR BE LIABLE FOR PERSONAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH CUSTOMER MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING UPON THIS LICENSE AGREEMENT OR USING THE SOFTWARE, INCLUDING RERUN TIME, INACCURATE INPUT OR OUTPUT, WORK DELAYS, LOSS OF USE, DATA OR PROFIT, OR BY THE USE OR POSSESSION OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR EVEN IF SUCH DAMAGES AROSE AS A RESULT OF THE NEGLIGENCE OF LICENSOR, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT. CUSTOMER’S SOLE REMEDIES ARE AS SET FORTH HEREIN.
No failure on the part of Licensor to exercise and no delay in exercising, any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by Licensor of any right hereunder preclude any other or further exercise thereof or any other right.
This License Agreement and the License may not be assigned, sub-licensed or otherwise transferred by the Customer without prior written consent from Licensor, which may be arbitrarily withheld. Licensor may assign this License Agreement and the License to any affiliated entity or successor owner of the Software, without need for Customer’s consent.
11. Successors and Assigns
This License Agreement and the License shall inure to the benefit of and are binding upon the parties hereto and their respective successors and permitted assigns.
12. Governing Law
This License Agreement and the License shall be solely governed by and construed in accordance with the laws of the Province of Ontario, Canada and shall be treated in all respects as an Ontario contract and the courts of the Province of Ontario shall have sole jurisdiction to entertain any action arising in connection herewith.
13. Entire Agreement
Customer acknowledges that Customer has read and understands this License Agreement and the terms and conditions contained herein and agrees to be bound by them. Customer further acknowledges that this is the complete and exclusive statement of the License Agreement concerning the Software, that Customer has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement and that this Agreement supersedes all previous oral or written proposals, representations or agreements and all other communications between the parties relating to the subject matter hereof.