LICENSE AGREEMENT (Evaluation)
IMPORTANT! The Product is licensed
only on the condition that you ("YOU") agree with Queen's University having its
administrative offices at Ontario, Canada to the terms and conditions set forth
below and in the Download Summary screen that is incorporated by reference into
this Agreement.
PLEASE CAREFULLY READ ALL THE TERMS OF THIS LICENSE
AGREEMENT. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD
CLICK ON THE "I Accept" BOX AT THE BOTTOM OF THIS AGREEMENT. IF YOU DO NOT AGREE
TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PRODUCT.
This is an Agreement between you and all persons you represent (and for
purposes of this Agreement, “person” includes natural persons and any type of
incorporated or unincorporated entity) and Queen's University regarding your use
of the Product. By agreeing to the terms of this Agreement you signify your
acceptance, and the acceptance and agreement of all persons you represent,
without limitation or qualification, to be bound by this Agreement, and you
represent and warrant that you have the legal authority to agree to and accept
this Agreement on behalf of yourself and all persons you represent.
1.
PRODUCT: As used in this Agreement, "Product" shall mean the ISAC static and
dynamic thermal analysis software (including any related documentation)
identified in the Download Summary screen.
2. LICENSE TO USE: Queen's
University hereby grants to YOU a personal, non-exclusive, non-transferable,
limited license to use the Product for the purpose set out on the Download
Summary screen ("Purpose") solely on the terms, conditions and restrictions
contained in this Agreement. The rights granted to YOU shall be subject to the
Restrictions set out in Section 6 below.
3. AUTHORIZED USER(S): YOU are
permitted to use three (3 ) copies which YOU are expressly licensed and
authorized to use, as shown on the Download Summary screen. Such copies will be
considered "Authorized Copies" and are only licensed for use by those of YOUR
employees, or agents over whom YOU have direct control and who agree to abide by
the terms of this License Agreement (each such person will be considered an
"Authorized User"). YOU will be directly liable for any infringement of the
terms of this License Agreement by any Authorized User. YOU expressly agree that
the number of Authorized Users will in no case exceed the number of Authorized
Copies.
4. OWNERSHIP: YOU acknowledge that the Product and any and all
knowledge, know-how and/or techniques relating to the Product, as may be
modified or enhanced, in whole or in part, is and will remain the sole and
absolute property of Queen's University and Queen's University owns any and all
right, title and interest in and to the Product. YOU further acknowledge that
all inventions, discoveries, improvements, software, copyright, know-how or
other intellectual property, whether or not patentable or copyrightable, created
by or on behalf of Queen's University prior to, after the termination of, or
during the course of this Agreement pertaining to the Product is and will remain
the sole and absolute property of Queen's University. No right, title or
interest in or to any official mark, trademark, service mark, logo, or trade
name of Queen's University is granted to YOU under this Agreement.
5.
RESTRICTIONS: Without limiting Section 5, YOU shall not, and shall not authorize
any third party to:
• make copies of the Product, other than:
(i)
any Authorized Copy, and
(ii) a single backup copy;
• distribute any
Authorized Copy or backup copy to any third party who is not an Authorized User.
Any such copy together with the original must be kept in YOUR possession or
control;
• modify, decompile, disassemble, translate into another computer
language, create derivative works, or otherwise reverse engineer the Product
(including any source or object code), or disclose any trade secrets relating to
the Product;
• distribute, sell, lease, transfer, assign, trade, rent or
publish the Product or any part thereof and/ or copies thereof, to others;
•
license or sublicense the use of the Product to others;
• use the Product or
any part thereof for any purpose other than the Purpose or in any manner which
is otherwise inconsistent with Section 2 above;
• use, without express
permission from Queen's University, the name of Queen's University in YOUR
advertising, publicity, or otherwise.
IMPORTANT!
6. DISCLAIMER
OF WARRANTY: THE PRODUCT IS PROVIDED TO YOU BY Queen's University "AS IS", AND
YOU ACKNOWLEDGE AND AGREE THAT Queen's University MAKES NO REPRESENTATIONS AND
EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, TO
THE EXTENT PERMITTED BY LAW, Queen's University EXCLUDES ALL EXPRESS AND IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR A PARTICULAR
PURPOSE, AND THAT THE USE OF THE PRODUCT WILL PRODUCE A DESIRED RESULT OR THAT
THE USE OF THE PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR
OTHER RIGHTS, AND THAT THE PRODUCT IS ERROR-FREE OR VIRUS-FREE, AND ALL OTHER
EXPRESS AND IMPLIED WARRANTIES. THE UNITED NATIONS CONVENTION ON THE
INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THE PROVISIONS OF THIS AGREEMENT.
IN PARTICULAR, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:
• A WARRANTY OR REPRESENTATION BY Queen's University AS TO ANY
INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCT;
• AN OBLIGATION TO FURNISH ANY
ITEM, SOFTWARE, TECHNOLOGY, OR TECHNOLOGICAL INFORMATION OTHER THAN THE PRODUCT;
• AN OBLIGATION TO CORRECT ERRORS DEEMED TO BE INTERNAL TO THE PRODUCT
("MALFUNCTIONS") THAT ARISE IN ANY VERSION OF THE PRODUCT DELIVERED TO YOU.
Queen's University DOES NOT WARRANT THAT THE PRODUCT IS FREE FROM MALFUNCTIONS,
NOR THAT ANY MALFUNCTIONS CAN OR WILL BE CORRECTED NOR THAT Queen's University
WILL DEVELOP OR PROVIDE YOU WITH ANY OPERATIONS, CAPABILITIES OR FEATURES NOT
PRESENT IN THE VERSION OF THE PRODUCT DELIVERED TO YOU UNDER THIS AGREEMENT.
7. LIMITATION OF LIABILITY: Queen's University WILL NOT BE LIABLE TO
YOU, YOUR AUTHORIZED USERS, OR ANY OTHER PERSON OR ENTITY FOR ANY LIABILITY,
LOSS OR DAMAGES CAUSED OR ALLEGED TO HAVE BEEN CAUSED, EITHER DIRECTLY OR
INDIRECTLY, BY THE PRODUCT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL
Queen's University BE LIABLE FOR ANY LOST REVENUE, PROFIT, BUSINESS INTERRUPTION
OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT
OF OR RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF Queen's
University HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Queen's
University's TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT OF THE LICENSE FEES
(IF ANY) PAID UNDER THIS AGREEMENT.
8. INDEMNITY: YOU WILL INDEMNIFY,
DEFEND AND HOLD HARMLESS Queen's University, ITS BOARD OF GOVERNORS, FACULTY,
STAFF, STUDENTS AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE,
ACTION, CLAIM OR EXPENSE (INCLUDING ATTORNEY'S FEES AND COSTS AT TRIAL AND
APPELLATE LEVELS) IN CONNECTION WITH ANY CLAIM, SUIT, ACTION, DEMAND OR
JUDGEMENT ARISING OUT OF CONNECTED WITH, RESULTING FROM, OR SUSTAINED AS A
RESULT OF YOUR USE OF THE PRODUCT OR OTHERWISE RELATED TO THIS AGREEMENT.
9. TERM: This Agreement is effective for a maximum of five (5) year.
Prior to this, the Agreement may terminate:
• at YOUR election, at any time;
or
• immediately without notice from Queen's University if YOU fail to
comply with any provision of this Agreement, at which time YOU must immediately
stop using the Product and must destroy or delete any and all copies of the
Product made by or on behalf of YOU. Sections 4 (Ownership), 6 (Disclaimer of
Warranty), 7 (Limitation of Liability), 8 (Indemnity), 9 (Term) and 12 (a), (f)
and (g) (General Provisions) of this Agreement survive termination of this
Agreement.
10. GOVERNMENT END USERS: US Government end users are not
authorized to use the Product under this Agreement.
11. REPRESENTATION
OF AUTHORITY: YOU represent and warrant that YOU possess the legal authority to
enter into this Agreement, and that YOU will be financially responsible for YOUR
use of the Product. YOU agree to be responsible for all License Fees, costs,
charges and taxes arising out of YOUR use of the Product. YOU are responsible
for supplying any hardware or software necessary to use the Product pursuant to
this Agreement.
12. GENERAL PROVISIONS:
(a) NOTE: ALL DISPUTES TO BE
RESOLVED IN VANCOUVER, B.C.: The Product is provided from Vancouver, British
Columbia, Canada and this Agreement (and all disputes arising out of or relating
to this Agreement) will be governed and interpreted according to the laws of
British Columbia, Canada without regard to its conflicts of laws rules. YOU
agree that by accepting the terms of this Agreement and using the Product YOU
submit to the exclusive jurisdiction of the Courts of competent authority in the
City of Vancouver, Province of British Columbia, Canada.
(b) USE OF THE
PRODUCT IS PROHIBITED IN ANY JURISDICTION WHICH DOES NOT GIVE EFFECT TO THE
TERMS OF THIS AGREEMENT.
(c) Queen's University agrees that this Agreement,
and each part of it, is confidential and shall not be disclosed to third
parties, but Queen's University may identify the title of and the parties to
this Agreement, the term of this Agreement, and the License Fee paid to Queen's
University.
(d) YOU agree that no joint venture, partnership, employment,
consulting or agency relationship exists between YOU and Queen's University as a
result of this Agreement or YOUR use of the Product.
(e) This Agreement is
the entire agreement between YOU and Queen's University relating to this subject
matter. YOU will not contest the validity of this Agreement merely because it is
in electronic form.
(f) No modification of this Agreement will be binding,
unless in writing and accepted by an authorized representative of each party. No
agent of Queen's University is authorized to modify this Agreement verbally.
(g) The provisions of this Agreement are severable in that if any provision
in this Agreement is determined to be invalid or unenforceable under any
controlling body of law, that will not affect the validity or enforceability of
the remaining provisions of this Agreement.
(h) No condoning, excusing or
overlooking by Queen's University of any failure by YOU to comply with any part
of this Agreement shall operate as a waiver by Queen's University of its rights
under this Agreement, and no waiver shall be inferred from or implied by
anything done or omitted by Queen's University.
(i) All prices are in
Canadian dollars and prices are subject to change without notice. Queen's
University will not be liable for any typographical errors, including errors
resulting in improperly quoted prices on the Download Summary screen.
(j)
YOU should print out or download a copy of this Agreement (including the
Download Summary screen) and retain it for YOUR records.
(k) YOU consent to
the use of the English language in this Agreement and all documents or notices
relating to this Agreement. Les parties aux présentes ont exigé que le présent
contrat et tous autres contrats, documents ou avis afférents auz présentes
soient rédigés en langue anglaise.
(l) YOU may not assign this Agreement.
Queen's University, acting in its sole discretion, may assign this Agreement
without notice to YOU.
(m) If you have any questions in connection with this
Agreement, you can contact Queen's University at Kingston Ontario, telephone (1)
613 533 2342, facsimile (1) 613 533 6853 or by email to
info@parteqinnovations.com