Plock License Agreement Version 1.0
BEFORE YOU DOWNLOAD, INSTALL, COPY, STORE, ACCESS OR OTHERWISE USE THE SOFTWARE, PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. BY DOWNLOADING, INSTALLING, COPYING, STORING, ACCESSING OR OTHERWISE USING THIS SOFTWARE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, MAISSAN INC. IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU HAVE NO RIGHT TO USE IT.
This is an agreement between you (hereinafter referred to as "You" or "Your") and Maissan Inc. All rights not specifically granted in this Agreement are reserved by Maissan Inc.
1. Definitions
Certain terms in this Agreement shall have the following meaning:
1.1 "Software" shall mean the Plock™ or successor software product.
1.2 "Related Materials" shall mean user guides and other items which may accompany the software product.
1.3 "Third Party Software" means all software not owned or licensed by Maissan Inc. which may be required to use the Software.
2. Grant of Rights
2.1 Maissan Inc. hereby grants You, and You hereby accept from Maissan Inc., a perpetual, non-exclusive, non-transferable license to install and use the Software.
2.2 For each license granted, You may install and use the Software on only one (1) computer at any given time.
2.3 You may make back-up copies of the Software. You may use the back-up copy only for archival purposes.
2.4 Except as expressly authorized in Section 2.1, 2.2 and 2.3, no other rights are granted to You. You agree not to reverse engineer, disassemble, modify, rent, lease, loan, distribute, or otherwise make available to others the Software or Related Materials.
3. Intellectual Property
3.1 The Software, Related Materials, and any trade-marks or trade names related thereto are owned or duly licensed by Maissan Inc. and are protected by Canadian intellectual property laws and applicable international laws, treaties, and/or conventions. Maissan Inc. (and its licensors) own and retain all rights, titles and interest. You agree to use Your best efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication. You shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership thereof by Maissan Inc.
3.2 You also acknowledge that such intellectual property and other rights belong to Maissan Inc. and may only be used by You with the consent of Maissan Inc. and during this Agreement. Upon expiry or termination hereof You shall forthwith discontinue such use, without any right of compensation for such discontinuation.
3.3 You acknowledge that any breach of this Section by You shall cause Maissan Inc. irreparable harm. Accordingly, in addition to any legal remedies available to Maissan Inc. for losses or damages resulting from such breach, Maissan Inc. shall have the right to seek a restraining order, injunction, specific performance, or other equitable relief (or the equivalent of any such relief, though known or designated by some other name or term).
4. Technical Support
4.1 Maissan Inc. shall provide technical support by e-mail to You for a period of 30 days from the date of delivery of the Software at no additional cost, but makes no guarantees as to the timeliness of responses.
4.2 Technical support may at times be provided by other means including online documents, message forums, and telephone, however Maissan Inc. is under no obligation to provide or continue support in this form.
5. Termination
5.1 This Agreement shall terminate:
1. 30 days from the date of receipt from Maissan Inc. of notice in writing to You of Your default in respect of any of its obligations pursuant to this Agreement;
2. immediately if money paid for the license by You to Maissan Inc. is refunded; or
3. immediately if You make an assignment in bankruptcy or a Trustee is appointed to undertake all or part of Your property.
5.2 Upon termination you shall discontinue use of the Software and destroy any copies of the Software and Related Materials in Your possession.
6. Warranty and Limited Liability and Indemnity
6.1 THE SOFTWARE AND RELATED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MAISSAN INC. DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED.
6.2 THE SOFTWARE MAY MAKE CHANGES TO THE CONFIGURATION OF THE COMPUTER'S OPERATING SYSTEM INCLUDING, BUT NOT LIMITED TO, FIREWALL SETTINGS. MAISSAN INC. IS NOT LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES CAUSED BY CHANGES MADE TO THE CONFIGURATION OF THE COMPUTER'S OPERATING SYSTEM.
6.3 THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE, RELATED MATERIALS AND THIRD PARTY SOFTWARE IS WITH YOU. WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS, MAISSAN INC.'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE (A) THE REFUNDING OF MONEY PAID FOR THE SOFTWARE AND RELATED MATERIALS WITHIN 30 DAYS OF PURCHASE OR (B) TERMINATION OF THIS AGREEMENT.
6.4 MAISSAN INC. SHALL NOT BE RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE USED BY YOU. ANY SOFTWARE PROVIDED ALONG WITH THE SOFTWARE THAT IS ASSOCIATED WITH A SEPARATE LICENSE AGREEMENT IS LICENSED TO YOU UNDER THE TERMS OF THAT LICENSE AGREEMENT.
6.5 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL MAISSAN INC. BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA OR INFORMATION, ANTICIPATED OR LOST REVENUE, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE INSTALLATION OF THE SOFTWARE OR THIRD PARTY SOFTWARE OR THE USE OF THE SOFTWARE, RELATED MATERIALS OR THIRD PARTY SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
6.6 You agree to indemnify Maissan Inc. against all liabilities, costs and expenses of any kind which Maissan Inc. may incur as a result of any third party claim relating to the use of the Software, including any claim for negligence, or infringement of any copyright or other proprietary right relating to the use of Software.
7. Dispute Resolution
7.1 If there is any controversy, dispute or claim arising out of or relating to interpretation or breach of this Agreement, the parties will endeavour to settle it promptly. If such a dispute cannot be resolved, the parties will promptly submit such to binding and final arbitration in accordance with the Arbitration Act, 1991, S.O. 1991, c.17, or any sucessor or replacement legislation which may be in force. The place of arbitration shall be Toronto, Canada.
8. General
8.1 This Agreement shall be binding on and enure to the benefit of Maissan Inc. and its successors and assigns. This Agreement may not be transferred or assigned by You without the prior written consent of Maissan Inc.. Any attempt by You to transfer or assign the Agreement or its rights hereunder shall constitute a material breach of this Agreement.
8.2 In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
8.3 The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
8.4 This Agreement may not be modified or amended except by a subsequent written agreement signed by the parties.
8.5 This Agreement constitutes the entire agreement between the parties and supercedes all prior agreements, written or oral, concerning the subject matter of this Agreement.
8.6 This Agreement shall be construed in accordance with the laws of Ontario and the laws of Canada, applicable herein. Each of the parties irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario.
8.7 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed to the respective parties at the address set forth on the most recent invoice or receipt, or to such other address or facsimile number as may from time to time be designated by notice hereunder. Any such notice shall be in the English language and shall be considered to have been given at the time when actually delivered if delivered by hand, or within 10 days after it was mailed in the manner provided.
8.8 By downloading, installing, copying, storing, accessing or otherwise using the Software, You agree unconditionally to be bound by the terms of this Agreement.