Terms & Conditions
Effective Date: May 23, 2022
PLEASE READ THESE TERMS OF USE
CAREFULLY BEFORE USING THIS WEBSITE AND THE SERVICES. BY USING OR ACCESSING
THIS WEBSITE AND THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD
AND AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE PRIVACY POLICY ON
THE SITE, AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS AS DESCRIBED HEREIN.
IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN PLEASE DO NOT ACCESS OR USE
THIS WEBSITE AND THE SERVICES.
NOW THEREFORE in consideration of the foregoing and the mutual
promises, covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties agree as follows:
1. DEFINITIONS
1.1. Definitions. The following terms, wherever used in this Agreement, shall
have the respective meanings set forth below:
(a) “Agreement” means this End User Licence
Agreement and all of the schedules and appendices attached hereto, and any
additional terms, conditions or future modifications as described herein.
(b) “TWENTY POINT NINE” means TWENTY POINT NINE INC. and includes all of TWENTY POINT NINE’S
affiliates, subsidiaries, shareholders, officers, directors, agents,
representatives, contractors, suppliers, customers, licensors, licensees,
partners, employees, successors and assigns, except for the Licensee.
(c) “Canada’s Anti-Spam Legislation” means
an Act to promote the efficiency and adaptability of the Canadian economy by
regulating certain activities that discourage reliance on electronic means of
carrying out commercial activities, and to amend the Canadian
Radio-television and Telecommunications Commission Act, the Competition
Act, the Personal Information Protection and Electronic Documents Act
and the Telecommunications Act, as amended.
(d) “Confidential Information” means any and all
information, whether disclosed in writing, electronically, orally, in machine
readable form or otherwise, of any nature and in any form, and whether or not
specifically marked as confidential, including but not limited to, the terms and
agreements contained in this Agreement, the information gathered by inspection
or heard by the Licensee from an inspection of any property, activities or
facilities of TWENTY POINT NINE, the Software, the Results, business plans,
business strategies, research and development plans, marketing plans, pricing
information and any other technical, engineering, manufacturing, product,
servicing, personnel, business or financial information, which is provided,
developed, made available or disclosed by TWENTY POINT NINE to the Licensee, or that the Licensee
prepares that contain or otherwise reflect a review of any of the information
referred to in this Section.
(e) “Content Licence” has the meaning assigned to it
in Section 4.2(c).
(f) “Defaulting Party” has the meaning assigned to
it in Section 10.2(c).
(g) “Disagreement” has the meaning assigned to
it in Section 11.2.
(h) “Intellectual Property” means any and all
rights in and in relation to any intellectual and industrial property of every
nature, under the laws of any country, whether
registered or unregistered, including without limitation, improvements,
modifications, developments, trade secrets, proprietary information, know-how,
copyrights, moral rights, databases, data structures, database designs,
screenshots, database indices, modules, objects, classes, packages, in-line
comments, user interfaces, design documents, test plans and scripts, computer
programs, applications and software (whether in source, object code or
executable formats) and related documentation and manuals, literary and/or
artistic works, compositions, compilations, diagrams, designs, domain names,
patents (including without limitation, divisions, reissues, substitutions,
prolongations, continuations, re-examinations, continuations in part, renewals,
modifications and extensions thereof), trademarks, trade dress, rights under
registered user agreements, trade names, corporate names, business names,
social media handles, hashtags, keywords and other trademark and service mark
rights and goodwill, industrial designs, models and utility models, prototypes,
inventions, ideas, data, suggestions, conceptions, formulations, compounds,
methods, discoveries, processes, compositions, research data and results,
project plans, notes, testing materials, logs, drawings, information,
findings, results, technologies, materials, formulae, specifications and
architecture, data, techniques, instructions, manuals, records, look and feel,
integrated circuit topography, studies, blueprints, packaging, reports, files,
samples, photographs, graphs, graphics, text files, websites (including all of
the related web pages, content, software, information, photographs, images,
illustrations, audio clips, video clips, data, code, graphics, text files,
icons, titles, objects, concepts, artwork, animations, text, sounds,
audio-visual effects, methods of operation and the look and feel of the content
and information), drawings, interfaces, screen display, audio visual display or
presentation, algorithms, documentation and media, and procedures, in whatever
form or medium, including:
i. the benefit of all registrations and applications to register
as well as all rights to apply for registration of any of the foregoing items
and all rights in the nature of any of the foregoing items, each for their full
term (including any extensions or renewals thereof);
ii. any other statutory protection of whatever kind;
iii. all such other rights which may be recognized under law,
equity, contract or otherwise, to protect technical or other creative
contributions or expressions;
iv. confidential information, know-how and trade secrets;
v. all priority rights derived from any of the foregoing items
and all rights in the nature of any of the foregoing items for any and all
countries in the world; and
vi. all rights to sue for infringement, misappropriation and/or
violation of any of the foregoing items and all rights in the nature of any of
the foregoing items, whether arising prior to or subsequent to the date of this
Agreement.
(i) “Licence” has the meaning assigned to it
in Section 4.2(a).
(j) “Licensee” means a person who uses and
accesses the Software and/or the Results in any manner. Such a person is also
referred to in this Agreement as “you”.
(k) “Licensee Content” means any data and information
distributed or submitted electronically or otherwise by the Licensee via the
Software, including but not limited to travel and location data, content, user
accounts and images, including any Intellectual Property relating thereto.
(l) “Non-Defaulting Party” has the meaning
assigned to it in Section 10.2(c).
(m) “Requirements” has the meaning assigned to it
in Section 7.3.
(n) “Results” means any and all reports, maps,
diagrams, plans, drawings, sketches, outlines, layouts, images and
recommendations based on the Licensee Content that TWENTY POINT NINE provides to the Licensee.
(o) “Results Licence” has the meaning assigned to it
in Section 4.2(b).
(p) “Software” means the Entertheden software
and application, together with (a) all computer programs, software, website,
database and/or multi-media content in object code form that are embedded in
the said software and application or delivered to the Licensee separately by TWENTY
POINT NINE and are designed to be
used in conjunction with the said software and application; and (b) all
documentation relating to the said software and application, including without
limitation, manuals, handbooks and any user guides and/or other instructions
concerning the access, use and/or operation of the Software.
(q) “Subscription Fee” has the meaning assigned to it
in Section 3.1.
(r) “Subscribing Organization” has the meaning
assigned to it in Section 2.1.
(s) “Term” has the meaning assigned to it in Section
10.1.
2. Subscribing
Organization
2.1. Subscribing Organization. If
you are registering or using the Software or the Results on behalf of, or in
connection with, your employment or engagement with a company, entity or
organization (collectively, the “Subscribing Organization”), you represent and
warrant that you are an authorized representative of that Subscribing
Organization with the authority to bind such Subscribing Organization to the
terms and conditions of this Agreement, and you hereby do agree to be bound by
the terms and conditions of this Agreement on behalf of such Subscribing
Organization. In such a case, references to “you” and/or the “Licensee” in this
Agreement shall be construed to mean you, the Subscribing Organization, and any
other individual that uses the Software or the Results on the Subscribing Organization’s
behalf or in connection with their employment with or engagement by such
Subscribing Organization. To the extent your Subscribing Organization has a
separate transaction agreement with TWENTY
POINT NINE, that agreement will define the order of
precedence between the terms of this Agreement and that separate transaction
agreement with respect to such Subscribing Organization, provided that you
remain individually bound by the terms and conditions of this Agreement with
respect to your use of the Software and the Results.
3. FEES
3.1. Fees & Payment. TWENTY POINT NINE shall charge the Licensee and the Licensee
shall pay to TWENTY POINT NINE a
subscription fee described on www.entertheden.com or as described in any transaction agreement between you
and TWENTY POINT NINE (the
“Subscription Fee”). The Subscription Fee shall be paid in accordance with this
Agreement or any transaction agreement between you and TWENTY POINT NINE, plus any
applicable taxes (including any goods and services taxes), during the Term. TWENTY POINT NINE reserves the right to change at any time
the Subscription Fee without any notice or liability to you or any other
person. Any amounts remaining unpaid after the due date shall have interest
charged thereon at a rate of 1.5% per month. If and when applicable, the
Licensee shall pay all taxes and any related interest or penalty howsoever
designated and imposed as a result of the existence or operation of this
Agreement, the Results or the Software, except for taxes on the income or
profits of TWENTY POINT NINE.
4. LICENCES
4.1. Delivery. Subject to the terms and conditions of this Agreement, TWENTY POINT NINE:
(a) will host the Software on its servers for
access and reasonable use by the Licensee; and
(b) shall, from time to time and at its sole
discretion, provide the Results to the Licensee.
4.2. Licences. The parties
agree that:
(a) Subject to the
terms and conditions of this Agreement, TWENTY POINT NINE hereby grants to the
Licensee a personal, revocable, non-exclusive, non-assignable,
non-transferable, non-sublicenceable right and licence to access and use the
Software and the Results for the Term in accordance with this Agreement
(collectively, the “Licence”). For clarity, the Licence is personal to the
Licensee, and the Licence may not be assigned, transferred or sublicensed to
any other person or accessed and used for purposes other than as described in
this Agreement. Using the Software and the Results for any other purpose or in
any other manner is strictly prohibited. TWENTY POINT NINE retains all rights
not expressly granted hereunder. Any access and use of the Software and
the Results, other than as specifically authorized under this Agreement, including
sublicensing to any person, without the prior written consent of TWENTY POINT
NINE is strictly prohibited and may, at the discretion of TWENTY POINT NINE,
terminate the Licence.
(b) Subject to the
terms and conditions of this Agreement, the Licensee hereby grants to TWENTY
POINT NINE a royalty-free, fully-paid, perpetual, irrevocable, transferable,
sublicenceable, worldwide and non-exclusive right and licence to access,
reproduce, copy, distribute, create derivative works of, adapt, translate,
transmit, arrange, modify, host, bundle, use and fully exploit the Licensee
Content and any Intellectual Property relating thereto (the “Content Licence”).
TWENTY POINT NINE can grant sublicences with respect to the Content Licence.
4.3. Restrictions. The parties agree that:
(a) The Licensee agrees and covenants (i) to keep all disclaimers
and copyright, trademark and other proprietary notices intact on the Software
and the Results; (ii) that access and use of the Software and/or the Results
does not transfer to the Licensee any ownership or other rights in the Software
or the Results; and (iii) to access and use the Software and the Results only
in the manner described expressly in this Agreement and subject to all
applicable laws.
(b) The Licensee may not use, modify, enhance, translate,
transfer, transmit, disclose, copy, release, communicate, reproduce, provide or
make available to any third party, in any way, the Confidential Information and
the Software and/or the Results, and all Intellectual Property relating
thereto, in whole or in part, except as expressly provided for in this
Agreement. The Licensee shall not copy, use, analyze, translate, convert,
reverse engineer, decompile, disassemble or otherwise reduce the Software, the
Results and/or the Confidential Information, and all Intellectual Property
relating thereto, to a human readable form, nor shall the Licensee permit any
operator, employee, agent, outside consultant or other third party to do any of
the foregoing. Any modification or enhancement to the Software, the Results
and/or the Confidential Information, and any Intellectual Property relating
thereto, other than as specifically authorized under this Agreement, without
the prior written consent of TWENTY POINT NINE, is strictly
prohibited and may, at the discretion of TWENTY POINT NINE,
terminate the Licence, and any Intellectual Property made, conceived, acquired,
suggested, discovered or developed by the Licensee, or under the Licensee’s
direction, either solely or jointly with others, which relates to, relies on or
uses the Software, the Results and/or the Confidential Information, and all
Intellectual Property relating thereto, shall be treated as Confidential
Information of TWENTY POINT NINE and
shall be the sole exclusive property of TWENTY POINT NINE. The
Licensee agrees and covenants to disclose promptly in writing to TWENTY
POINT NINE any such Intellectual
Property.
(c) The Licensee shall not sell, market, rent, lease, transfer,
distribute, sublicense or create derivative works of the Software, the Results
and/or the Confidential Information, and all Intellectual Property relating
thereto, in whole or in part, to any third party.
(d) This Agreement shall not be construed as granting or
conferring any ownership, security right, title, rights or licences to use or
modify in any manner the Software, the Results and/or the Confidential
Information, and all Intellectual Property relating thereto, except for the
Licence.
(e) The Licensee agrees and covenants not to assign or grant a
sublicence for this Agreement or any rights or licences obtained pursuant to
it. The Licensee has no right to grant sublicences.
5. ACKNOWLEDGEMENTS & covenants
5.1. Acknowledgements. The
parties agree that:
(a) The Licensee agrees and acknowledges the validity of the
Software and the Results. The Licensee shall not use or modify the Software or
the Results in any manner likely to negate, impair or dilute any of the rights
of TWENTY POINT NINE. The Licensee shall not,
either during the Term or at any time thereafter, contest or dispute or assist
another in contesting or disputing, directly or indirectly, the validity,
ownership, control or enforceability of any of TWENTY POINT NINE’S
right, title and interest in and to the Software, the Results and/or the
Confidential Information, and all Intellectual Property relating thereto.
(b) The Licensee agrees that it shall not at any time file any
Intellectual Property, secure and/or register any Intellectual Property or
maintain any Intellectual Property relating to or arising out of the Software,
the Results and/or the Confidential Information, or any Intellectual Property
relating thereto.
(c) The Licensee shall not, to the extent legally enforceable,
file any action to challenge or raise any question or objection, or cause to be
filed any such action or cause to be raised any such question or objection, to
the validity, enforceability, registration or patentability of the Software,
the Results or the Confidential Information, or any Intellectual Property
relating thereto, on any grounds whatsoever.
(d) The Licensee shall provide to TWENTY POINT NINE all such access, assistance and
co-operation as is reasonably requested by TWENTY POINT NINE in order to facilitate the performance by TWENTY
POINT NINE of its obligations hereunder.
(e) The Licensee shall access and use the Software and the
Results in a careful and prudent manner in accordance with this Agreement.
(f) The Licensee shall (a) comply with all laws and directions of
TWENTY
POINT NINE regarding the access and use
of the Software and the Results; (b) not, nor shall the Licensee permit any
person, other than TWENTY POINT NINE’S authorized representatives,
to modify, disassemble, perform maintenance on, service or attempt any repair
or adjustment to the Software.
(g) The Licensee agrees to assume the full risk for loss or
damage to the Software and/or the Results, however caused, except if caused by
the negligent act or omission of TWENTY POINT NINE.
(h) The Licensee shall keep the Software, the Results and the
Confidential Information free and clear of any liens or other encumbrances.
5.2. Service Level. You shall
ensure that your systems include reasonable attacker defences and security
measures. Your systems shall be configured with reasonable security measures
related to data theft (through SSL encryption) and unauthorized network access
from other unlicensed computers within your end users.
5.3. Licensee Costs. The
Licensee shall be solely responsible for:
(a) the cost of all necessary servicing, repair or correction of
problems caused by viruses or other harmful components, unless such viruses or
other harmful components are the direct result of TWENTY
POINT NINE’S negligence or wilful conduct; and
(b) the cost of acquiring, installing, operating, servicing,
maintaining and updating all equipment, computers, software and communication
services not owned or operated by or on behalf of TWENTY
POINT NINE that allows the Licensee to
access and use the Software and the Results.
5.4. Availability. The Licensee acknowledges and agrees that the operation and
availability of the systems used for accessing, using and interacting with the
Software, the Results and/or the Licensee Content, including the public
telephone, computer networks and the Internet, or to transmit information
whether or not supplied by you or TWENTY
POINT NINE, can be unpredictable and may, from time
to time, interfere with or prevent the access, the use and/or the operation of
the Software, the Results and/or the Licensee Content. The Licensee
acknowledges and agrees that the bandwidth and servers provided by TWENTY POINT NINE are not
guaranteed and the Licensee agrees not to use an unreasonable amount of
bandwidth or unreasonably burden TWENTY
POINT NINE’s servers. TWENTY
POINT NINE is not responsible for any outages at the
your premises, including internal network, local infrastructure or facilities,
unless directly attributable to TWENTY
POINT NINE’s negligence or wilful conduct. In the
event viruses are detected in your local client environment managed by TWENTY POINT NINE, TWENTY POINT NINE may be
required to secure the systems by denying access to infected users. If the
virus infection is traced back to you, you will be invoiced for remedying the
virus. The Licensee acknowledges and agrees that the Results may not be
available at all times and may contain inaccuracies.
5.5. Licensee Content. The Licensee acknowledges and agrees that TWENTY POINT NINE has the perpetual and irrevocable right to
delete any or all of the Licensee Content and the Results, including any
Intellectual Property relating thereto, from TWENTY
POINT NINE’S servers and from the Software, whether
intentionally or unintentionally, and for any reason or no reason, without any
liability of any kind to the Licensee or any other party. THE LICENSEE
UNDERSTANDS AND AGREES THAT TWENTY POINT NINE HAS
THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE, IN WHOLE OR IN PART, ANY LICENSEE
CONTENT, THE RESULTS OR OTHER CONTENT RELATED TO THE SOFTWARE, INCLUDING
WITHOUT LIMITATION, DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON TWENTY POINT NINE’S SERVERS
OR THE SOFTWARE, AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT
NOTICE AND WITH NO LIABILITY OF ANY KIND.
5.6. Representations & Warranties. When the Licensee distributes or submits the Licensee
Content on or through the Software, the Licensee represents and warrants: (1)
that the Licensee owns or otherwise controls all of the rights, including moral
rights and Intellectual Property rights, to the Licensee Content; (2) that the
Licensee can grant or has obtained all rights and consents that are necessary
for the Licensee to grant any rights and licences described in this Agreement
and relating to the Licensee Content to TWENTY
POINT NINE, including the Content Licence; (3) that
the Licensee Content is accurate and is original to the Licensee and that no
other party has any rights thereto; (4) that any and all access, use,
submission, modification, transmission, creation of derivative works,
adaptation, translation, hosting, bundling, arrangement, distribution and
exploitation of the Licensee Content will not infringe the rights of any third
party and will not otherwise cause injury to any person or entity; and (5) that
the Licensee will immediately notify TWENTY
POINT NINE of any Licensee Content that does not comply with this
Agreement or may infringe the rights of a third party or third parties.
6. intellectual property
6.1. Ownership. The
parties agree that:
(a) TWENTY POINT NINE is the
sole and exclusive owner of and shall own all right, title and interest in the
Results, the Software and the Confidential Information, and all Intellectual
Property relating thereto. The Licensee shall maintain the Software, the
Results and the Confidential Information, and all Intellectual Property
relating thereto, in confidence, except as otherwise stated in this Agreement.
The Software and the Results, and all Intellectual Property relating thereto
shall be treated as the Confidential Information of TWENTY
POINT NINE.
(b) The Licensee is the sole and exclusive owner of and shall own
all right, title and interest in the Licensee Content.
6.2. Assignment. The parties agree that:
(a) The Licensee assigns and transfers and/or shall cause the
assignment and transfer over to TWENTY POINT NINE of any right, title and interest,
worldwide, it may have or may in the future acquire in and to the Software, the
Results and the Confidential Information, and all Intellectual Property
relating thereto, without any remuneration. The Licensee agrees, at the
request of TWENTY POINT NINE, to do or to cause all lawful
acts to secure and protect TWENTY POINT NINE’S rights
and interests in the Software, the Results and the Confidential Information,
and all Intellectual Property relating thereto, without any compensation, and
the Licensee agrees, when requested by TWENTY POINT NINE, to
execute, acknowledge and deliver to TWENTY POINT NINE,
without compensation, any and all instruments, assignments, waivers and
documents relating thereto.
(b) TWENTY POINT NINE assigns
and transfers and/or shall cause the assignment and transfer over to the
Licensee of any right, title and interest, worldwide, it may have or may in the
future acquire in and to the Licensee Content, without any remuneration.
6.3. Waiver. The parties agree
that:
(a) The Licensee waives any rights which the Licensee may have in
the Software, the Results and the Confidential Information, and all
Intellectual Property relating thereto, including moral rights in the Software,
the Results and the Confidential Information, and all Intellectual Property
relating thereto.
(b) TWENTY POINT NINE waives
any rights which TWENTY POINT NINE may
have in the Licensee Content, including moral rights in the Licensee Content.
6.4. IP Notices. The
Licensee shall mark in the appropriate place on or within each of the items
which bear the Software and/or the Results, an appropriate notice of copyright,
trademark or otherwise as stipulated by TWENTY
POINT NINE from time to time, and a notice that the Licensee is using
the same as a “Licensee” or other such designation, as required from time to
time by TWENTY POINT NINE. The Licensee shall ensure that all proprietary notices,
trademark notices, copyright notices and disclaimers of TWENTY POINT NINE, its
suppliers or its licensors, as the case may be, on the Software and the
Results, as provided to the Licensee by TWENTY
POINT NINE, are in place and left intact at all
times, and are placed in such location or locations as TWENTY POINT NINE may reasonably advise.
7. CONFIDENTIALITY
7.1. Confidentiality. The parties acknowledge that it shall be necessary for TWENTY POINT NINE to disclose or make available to the
Licensee the Confidential Information. The Confidential Information shall
remain the sole exclusive property of TWENTY
POINT NINE. Both during and after the termination
or expiration of this Agreement, the Licensee:
(a) covenants to keep the Confidential Information strictly
confidential;
(b) shall make no further use of the Confidential Information
upon the return or the destruction of the Confidential Information;
(c) shall not nor will it assist any other person, directly or
indirectly, at any time, to (1) use for itself or others, or divulge to others,
the Confidential Information; nor (2) use, publish or sell for its own purposes
or for any purpose, other than to carry out its obligations under this
Agreement, the Confidential Information;
(d) shall take all steps and do all things necessary to preserve
the value, confidential nature and proprietary nature of the Confidential
Information;
(e) shall immediately notify TWENTY POINT NINE of any use, disclosure, transfer or
transmission of the Confidential Information or any part thereof which is not
in accordance with the terms of this Agreement;
(f) may make the Confidential Information available to its
agents, contractors or employees having a need to know such information solely
for the purposes described in this Agreement and only to the extent necessary
for such agents, contractors or employees. Prior to making any such
disclosure, the Licensee shall provide to TWENTY POINT NINE a listing of all persons receiving the
Confidential Information and shall cause all such agents, contractors or
employees to execute non-disclosure agreements or other agreements containing
substantially similar terms and conditions to those contained in this
Agreement;
(g) acknowledges and agrees that, save and except for the purpose
of discharging its obligations pursuant to this Agreement and save and except
as provided for in this Agreement, it has no right whatsoever to any of the
Confidential Information; and
(h) shall take all reasonable steps to prevent the accidental or
intentional disclosure of the Confidential Information to third parties and
shall comply with any reasonable request of TWENTY POINT NINE with regard to the safeguarding of the
Confidential Information.
7.2. Exclusions.
Information shall not be considered to be Confidential Information if it:
(a) becomes publicly available through no fault of the recipient;
(b) at the time communicated by the disclosing party as
Confidential Information, was already in the possession of the recipient;
(c) is lawfully received from a third party having the right to
disclose the Confidential Information without restriction; or
(d) has been independently developed without access to or use of
any Confidential Information.
7.3. Requirements. If the Licensee becomes compelled to disclose any
Confidential Information pursuant to law, regulation or a lawful order or
process (collectively, the “Requirements”), the Licensee shall provide TWENTY POINT NINE with prompt notice of any such Requirement
and shall cooperate with TWENTY POINT NINE in
seeking to obtain any protective order or other arrangement pursuant to which
the Confidential Information is preserved. If such an order or arrangement is
not obtained, the Licensee shall disclose only that portion of the Confidential
Information as is required pursuant to such Requirement. Any such required
disclosure shall not, in and of itself, change the status of the disclosed
information as Confidential Information under the terms of this Agreement.
8. INFRINGEMENT
8.1. Infringement. The parties agree that:
(a) The Licensee and TWENTY POINT NINE shall promptly notify each other in
writing of any conflicting use, act of infringement or appropriation that
comes to their attention regarding the Software, the Results, the Confidential
Information and/or the Licensee Content, and all Intellectual Property relating
thereto, and shall provide any evidence relating to same which is reasonably available.
(b) In such cases where it is alleged that a third party is
infringing the Intellectual Property rights of TWENTY POINT NINE, TWENTY
POINT NINE shall have the sole right, but
not the obligation, at TWENTY POINT NINE’S sole cost and expense, (i)
to bring an action for infringement against the alleged infringer or to take
steps as it may deem necessary in order to terminate such conflict, infringement
or appropriation; or (ii) to investigate, defend, litigate and settle any such
complaint. TWENTY POINT NINE may in
its sole discretion settle any action or complaint as it sees fit. Any damages
or sums recovered by TWENTY POINT NINE in
such action or complaint or any settlement thereof shall be retained by TWENTY
POINT NINE. The Licensee shall not at any time settle any such action
or complaint without first obtaining the written consent of TWENTY
POINT NINE.
(c) The Licensee shall cooperate fully with and assist TWENTY
POINT NINE to the fullest extent possible
on any such action or step and in the event of any such complaint and execute
such documents and do such other acts and things as in the opinion of TWENTY
POINT NINE may be necessary, including to
testify when requested by TWENTY POINT NINE, and
to make available any records, papers, information, specimens, and the like.
9. WARRANTIES
& Limitation of Liability
9.1. Disclaimers & Limitation of Liability. The parties agree that:
(a) THE
LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR
CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO THE LICENSEE, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS
MIGHT NOT APPLY TO THE LICENSEE, AND THE LICENSEE MIGHT HAVE ADDITIONAL RIGHTS.
(b) THE
LICENSEE AGREES THAT THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL
INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, ARE PROVIDED BY TWENTY
POINT NINE ON AN “AS
IS” AND “AS AVAILABLE” BASIS. THE LICENSEE FURTHER AGREES THAT
THE LICENSEE’S ACCESS AND USE OF THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL
INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, SHALL BE AT THE
LICENSEE’S SOLE RISK.
(c) TO THE
FULLEST EXTENT PERMITTED BY LAW, TWENTY POINT NINE DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR
REPRESENTATIONS, EXPRESS, STATUTORY IMPLIED OR ARISING BY CUSTOM, COURSE OF
DEALING OR TRADE USAGE, IN CONNECTION WITH THE SOFTWARE, THE RESULTS, THE
LICENSEE CONTENT AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL
PROPERTY RELATING THERETO, AND THE LICENSEE’S ACCESS TO AND USE THEREOF,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR
REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE,
PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS,
SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
(d) TWENTY
POINT NINE MAKES NO WARRANTIES,
CONDITIONS, GUARANTEES OR REPRESENTATIONS ABOUT THE TRUTHFULNESS, USEFULNESS,
ACCURACY OR COMPLETENESS OF THE SOFTWARE, THE LICENSEE CONTENT, THE RESULTS AND
CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING
THERETO, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY,
FUNCTIONALITY, SECURITY OR SAFETY OF ANY OF THE SOFTWARE, THE LICENSEE CONTENT,
THE RESULTS AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL
PROPERTY RELATING THERETO, AND TWENTY POINT NINE ASSUMES NO LIABILITY OR RESPONSIBILITY THEREOF.
(e) TWENTY
POINT NINE ASSUMES NO LIABILITY
OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM THE LICENSEE’S ACCESS TO AND USE OF THE SOFTWARE,
THE RESULTS, AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL
PROPERTY RELATING THERETO; (B) ANY UNAUTHORIZED ACCESS TO AND USE OF TWENTY
POINT NINE’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SOFTWARE OR THE RESULTS; (D) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE
AND/OR THE RESULTS BY ANY THIRD PARTY; AND/OR (E) ANY ERRORS OR OMISSIONS
CONTAINED IN THE SOFTWARE, THE LICENSEE CONTENT, THE RESULTS AND/OR
CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING
THERETO, AND/OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE
ACCESS TO OR USE OF THE SOFTWARE, THE LICENSEE CONTENT, THE RESULTS AND/OR
CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO.
(f) IN NO EVENT SHALL TWENTY POINT NINE BE LIABLE TO THE LICENSEE OR ANY OTHER
PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO (I) THE
SOFTWARE, THE LICENSEE CONTENT, THE RESULTS AND/OR CONFIDENTIAL INFORMATION,
AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND (2) THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS, BUSINESS
INTERRUPTION, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION
AND/OR GOODWILL, ANTICIPATED OR OTHERWISE, AND/OR ECONOMIC LOSS, UNDER ANY THEORY
OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY
OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING
(INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY TWENTY
POINT NINE OR ANY PERSON FOR
WHOM TWENTY POINT NINE
IS RESPONSIBLE, AND EVEN IF TWENTY POINT NINE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS OR DAMAGE BEING INCURRED. IN THOSE JURISDICTIONS THAT DO NOT ALLOW
THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF TWENTY POINT NINE SHALL BE LIMITED TO THE FULL EXTENT
PERMITTED BY LAW.
(g) THE
LICENSEE HAS SOLE RESPONSIBILITY FOR ANY DECISIONS THE LICENSEE MAKES BASED ON
INFORMATION CONTAINED IN THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR
CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING
THERETO.
(h) TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE ACKNOWLEDGES AND
AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH TWENTY POINT
NINE IS TO STOP USING THE
SOFTWARE AND THE RESULTS.
(i) TWENTY POINT NINE
WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THE LICENSEE OR ANY
THIRD PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF
CONFIDENTIAL OR PROPRIETARY INFORMATION AND THE RESULTS THAT THE LICENSEE MAKES
OR THAT THE LICENSEE EXPRESSLY OR IMPLICITLY AUTHORIZES TWENTY
POINT NINE TO MAKE, OR FOR
ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED
INFORMATION OR RESULTS.
(j) TWENTY POINT NINE’S TOTAL AGGREGATE
LIABILITY TO THE LICENSEE OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED
TO THE GREATER OF (A) THE AMOUNT OF FEES THE LICENSEE PAID TO TWENTY
POINT NINE; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO THE LICENSEE.
(k) IN
ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY THE LICENSEE
FROM TWENTY POINT NINE SHALL
CREATE ANY WARRANTY.
(l) THE LICENSEE AND TWENTY POINT NINE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO
THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL
INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THIS
AGREEMENT, MUST COMMENCE AND BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF
ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
9.2. Release. The Licensee releases
and forever discharges TWENTY POINT NINE from
and against any and all demands, causes of action, liability and claims, at law
or in equity, of any nature or kind, including, without limitation, that the
Licensee, or its successors or assigns, can, has ever had, now or may hereafter
have arising out of or connected in any way with the Software, the Licensee
Content, the Results and/or the Confidential Information, and all Intellectual Property
relating thereto.
9.3. Indemnity. Except if
caused by the negligent act or omission of TWENTY
POINT NINE, the Licensee shall indemnify and hold
harmless TWENTY POINT NINE from
and against any and all claims, damages, losses, expenses or liability of any
kind whatsoever from third parties relating to:
(a) the Licensee’s breach of any provision, representation,
warranty or covenant of this Agreement; or
(b) any loss, injury, death, damage, expense, charge or cost that
TWENTY
POINT NINE may suffer or incur, whether
in respect of injury to persons or damage to its property, end-users, or others
in any manner that arises out of, or is attributable to the use or access by
the Licensee of the Software, the Results and/or the Confidential Information,
and all Intellectual Property relating thereto, or any other item provided by TWENTY
POINT NINE hereunder; or
(c) the Licensee Content and the Results, including any claim in
respect of infringement of a third party’s Intellectual Property rights. TWENTY
POINT NINE takes no responsibility and
assumes no liability for any Licensee Content distributed or submitted by the
Licensee or any third party.
10. TERMINATION
10.1.
Term. The term of this
Agreement will commence on the date of your acceptance of this Agreement and
shall remain in effect until terminated as provided in this Agreement or in any
transaction agreement between you and TWENTY
POINT NINE (the “Term”).
10.2.
Termination & Suspension. The parties agree that:
(a) TWENTY POINT NINE shall
have the right to terminate this Agreement, at any time and without cause, upon
the provision of one (1) month’s written notice to the Licensee.
(b) In the event the Licensee fails to pay the Subscription Fee
or other amounts due to TWENTY POINT NINE pursuant
to this Agreement, or any transaction agreement between TWENTY
POINT NINE and you, TWENTY POINT NINE can immediately terminate this Agreement
and the rights and licences granted hereunder.
(c) Subject to Subsection 10.2(a) and Subsection 10.2(b), in the
event that a party (the “Defaulting Party”) shall breach any material provision
of this Agreement or fail to observe or perform any covenant or obligation
applicable to it under this Agreement, the other party (the “Non-Defaulting
Party”) has the right to serve written notice on the Defaulting Party of the
Non-Defaulting Party’s intent to terminate this Agreement. The notice of intent
to terminate shall specify the alleged breach or failure and if within thirty
(30) business days of the date of delivery of such notice to the Defaulting
Party, the Defaulting Party has not cured all of the defaults, the
Non-Defaulting Party may, at its sole discretion, terminate this Agreement.
Such termination shall be without prejudice to any other rights or remedies the
Non-Defaulting Party may have in respect of such default.
(d) The Licensee agrees to pay any outstanding amounts owing to TWENTY
POINT NINE to the effective date of
termination of this Agreement. Such termination shall not relieve any of the
parties from obligations incurred prior to the date of such termination and
shall not relieve the Licensee from any of the obligations which survive any
termination for any reason of this Agreement.
(e) If any party becomes insolvent or bankrupt, dissolves or
winds up, this Agreement terminates immediately.
(f) Where either party is given a right to terminate hereunder
and does not exercise the same, such forbearance shall not be deemed to be a
waiver of such party’s right to terminate upon any subsequent or future event
by which such party has, or is provided with, the right to terminate this
Agreement.
10.3. Return. Upon the expiration or termination of this Agreement, for
any reason whatsoever:
(a) The Licensee
shall forthwith deliver to TWENTY POINT NINE, without charge, the Confidential
Information, the Results and the Software, and all Intellectual Property
relating thereto, including all copies, and the Licensee shall certify to TWENTY
POINT NINE that no copies of such
material have been retained and have been destroyed.
(b) The Licensee
shall immediately cease any and all access and use of the Software, the
Results, the Confidential Information and any other item provided by TWENTY
POINT NINE hereunder, and any Intellectual Property relating thereto, disclosed
or provided by TWENTY POINT NINE to
the Licensee in any manner whatsoever.
(c) The Licence will
cease and terminate. The Licensee’s access and use to the Software and the
Results shall be disabled. The Content Licence shall continue.
(d) The Licensee
agrees that TWENTY POINT NINE has
the right to notify any persons it deems necessary or appropriate as to the
termination or expiry of the rights granted hereunder.
11. GENERAL
11.1.
Governing Law. This
Agreement will be construed and the legal relationships between the parties
determined in accordance with the laws of the Province of Manitoba and the laws
of Canada, without regard to conflicts of laws principles, and the parties
expressly attorn to the exclusive jurisdiction of the courts of Manitoba for
enforcement thereof. Notwithstanding the foregoing, either party may apply to
the court to obtain injunctive relief and any other available equitable or
legal remedy regarding any matter relating to their confidentiality or
proprietary rights. You and TWENTY POINT NINE expressly
exclude the UN Convention on Contracts for the
International Sale of Goods and The International Sale of Goods Act (Manitoba), as amended, replaced or re-enacted from time to time.
You agree to waive any right that you may have to: (i) a trial by jury; and
(ii) commence or participate in any class action against TWENTY POINT NINE related to the Software, the Results, the
Licensee Content and this Agreement. You also agree to opt out of any class
proceedings against TWENTY POINT NINE.
11.2.
Arbitration. In the
event of any dispute arising between the parties concerning the subject matter
of this Agreement, its enforceability or the interpretation thereof (the
“Disagreement”):
(a) the parties shall attempt to amicably resolve the
Disagreement;
(b) if the Disagreement is not resolved pursuant to Subsection
11.2(a) within thirty (30) days (or such longer period as may be agreed upon
between the parties), the parties shall refer the Disagreement to their
respective Chief Executive Officers for resolution, or their nominees;
(c) if the Disagreement is not resolved pursuant to Subsection
11.2(b) within thirty (30) days (or such longer period as may be agreed upon
between the parties), a mediator shall be appointed by the parties who shall
assist the parties in resolving the Disagreement;
(d) if the Disagreement is not resolved under Subsection 11.2(c)
within thirty (30) days (or such longer period as may be agreed upon between
the parties), any party may refer the Disagreement to be resolved by
arbitration conducted as follows:
i.
any party may require arbitration by giving written notice to
arbitrate to the other parties, which written notice shall identify the nature
of the Disagreement;
ii. if the
parties are able to agree upon a single arbitrator, the arbitration shall be
conducted before the single arbitrator;
iii. if the
parties have been unable to agree upon the selection of a single arbitrator
within two (2) weeks after receipt of the notice requiring arbitration, such
arbitrator shall be appointed by a Judge of the Court of Queen’s Bench of the
Province of Manitoba upon the application of any of the parties, and a Judge of
the Court of Queen’s Bench of the Province of Manitoba shall be entitled to act
as such arbitrator, if he or she so desires;
iv. the
arbitrator shall, as soon as reasonably possible, proceed to hear and determine
the Disagreement. The parties agree that it is important that all Disagreements
be resolved promptly and the parties, therefore, agree that the arbitration
shall be required to be conducted expeditiously and that the final disposition
shall be accomplished within three (3) weeks or as soon thereafter as
reasonably possible. The parties shall ensure that the arbitrator upon
accepting the nomination shall agree that the arbitrator has time available for
the timely handling of the arbitration in order to reasonably expect to achieve
final disposition within three (3) weeks;
v. the
decision of the arbitrator shall be rendered in writing, with reasons, and
shall be promptly served upon all parties. The decision of the arbitrator shall
be binding upon the parties;
vi. in the
event of the death, resignation, incapacity, neglect or refusal to act of an
arbitrator, and if the neglect or refusal continues for a period of five (5)
days after notice in writing of such has been given by any party, another
arbitrator shall be nominated or appointed, as described above, to replace the
arbitrator;
vii. the
cost of the arbitration shall be in the discretion of the arbitrator, and shall
be borne by each party in accordance with the decision of the arbitrator; and
viii. except
as to matters otherwise provided herein, the arbitration shall be conducted in
accordance with The Arbitration Act (Manitoba) or any successor legislation
then in force. The place of arbitration shall be Winnipeg, Manitoba. The
language to be used in the arbitration proceedings shall be English.
This Section
shall not prevent a party hereto from applying to a court of competent
jurisdiction for interim protection such as, by way of example, an interim
injunction.
11.3. Currency. All references to dollar amounts in this Agreement shall
be lawful money of United States of America unless otherwise expressed to the contrary.
11.4. General. All rights and remedies of each party under this Agreement
are cumulative and may be exercised at any time and from time to time,
independently or in combination. If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such determination shall not impair or affect the
validity, legality or enforceability of any other provision of this Agreement.
No party shall be bound by any waiver of any provision of this Agreement unless
such waiver is consented to in writing by that party. No waiver of any
provision in this Agreement shall constitute a waiver of any other provision,
nor shall any waiver constitute a continuing waiver unless otherwise provided.
Time shall be of the essence herein. The Licensee and TWENTY POINT NINE are independent contractors. The parties
shall execute and deliver, or cause to be executed and delivered, upon written
request, any and all further documents and do all acts and things or cause such
acts or things to be performed which may be necessary or desirable to give
effect to the terms of this Agreement. No agency relationship or partnership
exists between them, and neither of them has the right to enter into a contract
on behalf of or as an agent or representative of the other. The parties
acknowledge that this Agreement and any existing transaction agreements between
you and TWENTY POINT NINE, together with any schedules and appendices attached
thereto, constitutes the entire agreement between the parties and supersedes
all previous representations or agreements, written or oral, between the
parties hereto. You consent to the exchange of information and documents
between us electronically over the internet or by email. You agree that this
electronic agreement shall be equivalent of a written paper agreement between
us.
11.5. Notice. Any notice required or authorized under this Agreement to
be given by any party to the other parties shall be in writing and may be
delivered in person or by courier or sent by prepaid registered mail and
addressed to the addresses described on any transaction agreement between you
and TWENTY POINT NINE or such other parties or such other addresses as a party
shall notify the other parties in writing. Any notice given shall be deemed to
be received on the date of delivery by person or by courier, as the case may
be, or on the fifth business day following the date of mailing.
11.6. Language
of Agreement. The parties hereto confirm that it is
their wish that this Agreement, as well as other documents related hereto,
including notices, have been and shall be drawn up in the English language
only. Les parties aux présentes confirment leur volonté à cette convention de même
que tous les documents, y compris tout avis qui s’y rattache, soient rédigés en
anglais seulement.
11.7.
Other Remedies. Except as
expressly provided herein to the contrary, the exercise of a right of
termination or any other right or remedy by either party shall be without
prejudice to such party’s right, subject to the limitations set forth in this
Agreement, to pursue any other right or remedy available hereunder or under
applicable law.
11.8. Survival. Any indemnity or any obligation of confidence under this
Agreement is independent and survives termination or expiration of this
Agreement. All obligations under this Agreement that necessarily extend beyond
termination or expiration of this Agreement in order to fully achieve their
intended purpose shall survive termination or expiration of this Agreement,
including without limiting the generality of the foregoing, all indemnification
provisions, intellectual property provisions, confidentiality provisions,
licence provisions, representations, warranties, covenants, ownership
provisions, disclaimers and limitation of liability provisions.
11.9.
Assignment & Enurement. The
Licensee may not assign, transfer or encumber this Agreement, or any of its
rights or obligations hereunder, without the prior written consent of TWENTY POINT NINE. Any
attempted assignment, transfer or encumbrance without the required consent
shall be void. The consent of TWENTY POINT NINE to
any assignment of this Agreement shall not constitute TWENTY POINT NINE’S consent
to a further assignment. Notwithstanding this Section, this Agreement shall be
binding upon and enure to the benefit of the parties hereto and their
respective heirs, executors, personal representatives, successors and permitted
assigns.
11.10. Force
Majeure. Neither party shall be liable for any
failure or delay in performing its obligations under this Agreement, or for any
loss or damage resulting therefrom, due to acts of God, the public enemy,
terrorist activities, riots, fires, and similar causes beyond such party’s
control. In the event of such failure or delay, the date of delivery or
performance shall be extended for a period not to exceed the time lost by
reason of the failure or delay; provided that the party affected by such delay
is using commercially reasonable efforts to mitigate or eliminate the cause of
such delay or its effects.
11.11. Non-Solicitation. Both during this Agreement and after the termination or
expiration of this Agreement for a period of one (1) year, the Licensee shall
not nor attempt to, directly or indirectly, whether for the Licensee’s own
benefit or for the benefit of any other entity or individual, solicit,
encourage, induce or in any way influence any person employed by, or engaged to
render services on behalf of TWENTY POINT NINE, to leave TWENTY POINT NINE or
to engage in any activity contrary to or conflicting with the interests of TWENTY POINT NINE.
11.12. Injunctive
Relief. Notwithstanding this Agreement, any breach
of the Articles titled “CONFIDENTIALITY”, “INTELLECTUAL PROPERTY”, “LICENCES”,
“ACKNOWLEDGEMENTS & COVENANTS”, or “INFRINGEMENT” is a breach of this
Agreement that may cause serious and irreparable harm to TWENTY POINT NINE. Any such
breach will entitle TWENTY POINT NINE to
injunctive relief, in addition to all other legal or equitable remedies that
may be available.
11.13. Anti-Spam
Consent. In the event that Canada’s Anti-Spam
Legislation applies to the installation of the Software and related upgrades, TWENTY POINT NINE hereby seeks and the Licensee hereby
provides consent to TWENTY POINT NINE for
such installation and potential future upgrades installation so that the
Licensee may use the Software, provided that the Licensee may revoke such
consent at any time. The function and purpose of the Software that is to be
installed or may have upgrades is described in this Agreement. The mailing address
and contact information for TWENTY POINT NINE is noted in this Agreement.
11.14. Changes
to Agreement. TWENTY
POINT NINE reserves the right, at its sole
discretion, to change, amend, modify, add or remove terms and conditions
contained in this Agreement, at any time, without further notice by posting any
changes on the Software. Any new terms or conditions will be effective as soon
as they are posted. It is your responsibility to check this Agreement and the
Software periodically and you are deemed to be aware of such changes. Your
continued use of the Software and/or the Results following the posting of such
changes will mean that you accept and agree to the changes. If you do not
agree to the changes, please stop using the Software and the Results.
11.15. Unsolicited
Commercial Electronic Messages. The
inclusion of any email addresses on the Software, the Results or within this
Agreement does not constitute consent to receiving unsolicited commercial
electronic messages or SPAM.
11.16. Contact
Us. If you have any questions, concerns or
comments, please contact us at:
TWENTY POINT NINE INC.
Mailing Address: 736 Jessie Ave. Winnipeg MB. R3M 1A6
Telephone No.:
E-mail: suuport@entertheden.com
