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BNH EXPERT SOFTWARE INC.,
LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY
Your
use of ADVISOR and associated services (herein referred to as ADVISOR
Services) are conditioned upon your compliance and acceptance of the following
terms:
This is a License Agreement and not an
agreement for sale. A License Agreement is a legal agreement between you, the
end user, and BNH Expert Software Inc. Please read this license agreement
carefully before proceeding. By using the ADVISOR Services, you agree to be
bound and become a party to all of the terms of this Agreement.
If you do not agree with the terms and
conditions of this License Agreement, do not use the ADVISOR Services.
BNH Expert Software Inc. (BNH), a
Canadian Corporation, provides the ADVISOR Services and licenses their use. Your
use of the ADVISOR Services acknowledges that you have read this agreement,
understand it and agree to be bound by its terms and conditions. All software
associated with the ADVISOR Services is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties.
PRIVACY:
BNH's privacy policy is
described on BNH's website. Please consult it to learn BNH's current policies
to protect the privacy of your information.
RIGHT TO USE:
Subject to the terms and
conditions of this Agreement, BNH grants only the right to use the ADVISOR
Services in accordance with this Agreement. You receive no rights to modify or
reproduce the ADVISOR Services or any associated software.
PROHIBITED USE:
Other then using the
ADVISOR Services for analyzing courses, managing training budgets and
resources, and as permitted under the terms and
conditions of this agreement or other written agreements between you and BNH,
you may not resell, distribute, make any commercial use of, use on a time share
or service bureau basis, or use to operate a web site or otherwise generate
income from the ADVISOR Services. The ADVISOR Services are classified as
"Commercial Computer Software" and any documentation included with the
ADVISOR Services is classified as "Commercial Computer Software
Documentation", both of which were developed exclusively at the private expense
of BNH Expert Software Inc. You receive no rights to modify, or reproduce, the
ADVISOR Services or any associated software and documentation.
TITLE & OWNERSHIP:
BNH retains title
to and ownership of all the ADVISOR Services and documentation. You will not
remove, deface or obscure any BNH copyright and trademark notices and/or legends
or other proprietary notices on, incorporated therein or associated with the
ADVISOR Services. Nothing in this License Agreement constitutes a waiver of BNH's rights under copyright laws and international copyright treaties.
TERM:
The License Agreement is effective
until terminated. You may terminate it at any time by providing written notice
to BNH. This agreement will also terminate if you fail to comply with any term
or condition of this Agreement. All Sections, with the exception of "RIGHT
TO USE" Section shall survive any termination of this Agreement. Upon any
termination of this Agreement, you must cease any further use of the ADVISOR
Services and destroy any copies of associated software within your possession
and control.
EXPORT RESTRICTIONS:
You acknowledge
that the ADVISOR Services, or portion thereof may be subject to the export
control laws of the Canadian Department of Foreign Affairs. You will not export,
re-export, divert, transfer or disclose any portion of the ADVISOR Services or
any related technical information or materials, directly or indirectly, in
violation of any applicable foreign or domestic statues, laws, regulations or
tariffs, or to any country to which such transmission is restricted by such
regulations, export law or regulation or applicable statues.
INJUNCTIVE RELIEF:
You acknowledge that
any use of the ADVISOR Services contrary to this Agreement, or any transfer,
sublicensing, copying or disclosure of technical information or materials
related to the ADVISOR Services, may cause irreparable injury to BNH, its
affiliates, suppliers and any other party authorized by BNH to resell,
distribute, or promote the ADVISOR Services (Resellers), and under such
circumstances BNH, its affiliates, suppliers and Resellers will be entitled to
equitable relief, without posting bond or other security, including, but not
limited to, preliminary and permanent injunctive relief.
NO WARRANTIES:
You understand and agree
that the ADVISOR Services are provided ‘as is’ and BNH, its affiliates,
suppliers and resellers expressly disclaim all warranties of any kind, expressed
or implied, including without limitations any warranty of merchantability,
fitness for a particular purpose or non-infringement. BNH, its affiliates,
suppliers and resellers make no warranty or representation regarding the results
that may be obtained from the use of the ADVISOR Services, regarding the
accuracy or reliability of any information obtained through the ADVISOR
Services, regarding any goods or services purchased or obtained through the
ADVISOR Services, regarding any transactions entered through the ADVISOR
Services or that the ADVISOR Services will meet any user’s requirements, or be
uninterrupted, timely, secure or error free. Use of the ADVISOR Services is at
your sole risk. Any material and/or data downloaded or otherwise obtained
through the use of the ADVISOR Services is at your own discretion and risk. You
will be solely responsible for any damage resulting from the use of the ADVISOR
Services. The entire risk arising out of use or performance of the services
remains with you. You agree to indemnify, defend and hold harmless BNH, its
affiliates, officers, directors, employees, consultants, agents, suppliers and
Resellers from any and all third party claims, liability, damages and/or costs
(including, but not limited to, attorneys fees) arising from your use of the
ADVISOR Services, your violation of this Agreement or the infringement or
violation by you or any other user of your account, of any intellectual property
or other right of any person or entity.
LIMITATION OF LIABILITY:
To the maximum
extent permitted by applicable law, in no event will BNH or its affiliates,
suppliers or Resellers be liable for any special, incidental, indirect,
exemplary or consequential damages whatsoever (including, without limitation,
damages for loss of business profits, business interruption, loss of business
information, or any other pecuniary loss or damage) arising out of the use of or
inability to use the ADVISOR Services or the provision of or failure to provide
technical or other support services, whether arising in tort (including
negligence) contract or any other legal theory, even if BNH, its affiliates,
suppliers or Resellers have been advised of the possibility of such damages. In
any case, BNH, its affiliates, suppliers and Resellers maximum cumulative
liability and your exclusive remedy for any claims arising out of or related to
this Agreement will be limited to the amount actually paid by you for the
services (if any).
GOVERNING LAW:
This Agreement shall be
construed, interpreted and governed by the laws of the Province of Quebec,
Canada.
WAIVER AND SERVERABILITY:
Failure by
either party to exercise any of its rights under, or to enforce any provision
of, this Agreement will not be deemed a waiver or forfeiture of such rights or
ability to enforce such provision. If any provision of this Agreement is held by
a court of competent jurisdiction to be illegal, invalid or unenforceable, that
provision will be amended to achieve as nearly as possible the same economic
effect of the original provision and the remainder of this Agreement will remain
in full force and effect.
GENERAL PROVISIONS:
This Agreement
embodies the entire understanding and agreement between the parties respecting
the subject matter of this Agreement and supersedes any and all prior
understandings and agreements between the parties respecting such subject
matter. BNH may change the terms of this Agreement at any time by posting
modified terms on its website. This Agreement has been prepared in the English
Language and such version shall be controlling in all respects and any
non-English version of this Agreement is solely for accommodation purposes. All
notices or other correspondence to BNH under this Agreement must be sent to:
BNH Expert Software, Customer Service,
4000 Steinberg Street,
Montreal, Quebec
Canada, H4R 2G7,
E mail info@bnhexpertsoft.com,
Tel (514) 745-4010.
Any and all rights and remedies of BNH upon your breach or other default under this
Agreement will be deemed cumulative and not exclusive of any other right or
remedy conferred by this Agreement or by law or equity on BNH, and the exercise
of any one remedy will not preclude the exercise of any other. The captions and
headings appearing in this Agreement are for reference only and will not be
considered in construing this Agreement.
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