Last Updated: 2017.11.09
This software license agreement (the "Agreement") is between you (either an individual or entity, hereinafter referred to as "You" or "Your") and Adamj Consulting, Inc. ("Adamj", "We", "Our" or "Us") and pertains to the software, its components, features, enhancements, updates and modifications (collectively the "Software" or "Suite") and any related services ("Services") provided by Adamj Consulting under this Agreement.
By purchasing, downloading, accessing, installing, facilitating the installation or using the Software or Services (or allowing or authorizing any other person to do so) you are warranting that you have the authority provided by your state, country or jurisdiction to enter into a legally binding contract and that you have read and agree to be bound by the terms of this Agreement. You understand and acknowledge that this Agreement comprises the entire agreement between You and Adamj Consulting. This Agreement supersedes any prior agreements, promises, representations or descriptions. If you do not agree with the terms and conditions set forth hereinafter, you may not purchase, download, access, install or use the Software or Services. This Agreement may only be modified in writing, signed by an officer of Adamj Consulting and You.
2. LICENSE SCOPE AND GRANT
In consideration for payment of all applicable license fees and subject to the terms and conditions of this Agreement, Adamj Consulting grants you a revocable, limited and non-exclusive license to install and use the Software and Services on a single installation of the software for a period of 1 year, renewable at the end of the term (the "Subscription Term"). All rights in and to the Software and Services are reserved to the use and benefit of Adamj Consulting and/or its licensors, successors and assigners.
2.1 Test Installation
You may install and test one additional instance of the Software for the purpose of testing. This installation must be and remain isolated and inaccessible to production machines at all times.
Your license to use the Software and Services is subject to the following terms, conditions and restrictions on use:
You may alter and modify the Software's source code for Your use, subject to this Agreement, however, you may not distribute, publish, resell, or otherwise share the Software or derivative works based on the Software without prior express written consent from Adamj Consulting.
You may not utilize the Software or Services to engage in, facilitate, or otherwise allow others to engage in any activity that violates any law or regulation or the terms and conditions within this Agreement.
You are solely responsible for complying with all governmental regulations and policies. You agree to indemnify Us from any loss, action or damage arising from Your failure to use the Software in a manner inconsistent with applicable legislation.
You may not remove any copyright or proprietary notices on or within the software's source code at any time.
4. INTELLECTUAL PROPERTY
We have the sole and exclusive right to the Software which is being licensed, not sold, to you by Adamj Consulting under the terms and conditions of this agreement. The Software is protected by copyright, trademark and other intellectual property laws. Adamj Consulting reserves any rights not expressly granted herein.
You may not rent, lease, sell, share or authorize or temporarily assign your rights to the license or this Agreement to another individual or entity except as expressly permitted herein.
This Agreement shall remain in effect until terminated. Your rights under this Agreement will automatically terminate without notice from Us in the event you fail to comply with any term or condition within this Agreement. Upon termination of this Agreement, you shall immediately cease all use of the Software and destroy all copies, full or partial, of the Software that may be in your possession or otherwise under your control.
We reserve the right to amend or modify the terms of this Agreement at any time, and to change, discontinue or impose conditions on any aspect of the Software or related Service and to provide notification solely by posting an updated version of the Agreement on the Adamj Consulting (adamj.org) website. You acknowledge that you are solely responsible for regularly reviewing this Agreement and our policies. Continued use of the Software after modification to the Agreement constitutes your binding consent to such changes.
8. DISCLAIMER OF WARRANTY
THE SOFTWARE IS PROVIDED "AS-IS" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, USAGE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR EMPLOYEES, REPRESENTATIVE OR AGENTS OR THROUGH OR FROM THE SOFTWARE OR OUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED WITHIN. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS OR OUR SUCCESSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT PAID BY YOU TO LICENSE THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
You agree to fully indemnify and hold us, our successors, officers, directors, shareholders, partners, employees, agents, contracts and our successors harmless from and against any claim, suit, hearing, action, expense or demand, including without limitation to: all claims for damages, fees or costs (including attorneys' fees), arising out of or related to the use of the Software and/or any related Services by you, your agents or representatives, anyone under your control, or by any third party using your equipment or accounts to use the Software or Services (for purposes of this section, collectively, "you"); the violation by you of any provision of this Agreement; the violation by you and any laws or regulations; or the infringement or misappropriation by you any copyright, trademark or any other intellectual property right, proprietary right, property right or any other right of ours or any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses and, as set forth above, be fully responsible for our attorneys' fees.
11. GOVERNING LAW
The license and this Agreement are governed by and construed in accordance with the laws of the Provice of Ontario, Canada. You hereby consent to exclusive jurisdiction and venue in the Town of Oakville and Provice of Ontario. By agreeing to the terms of this Agreement, you are waiving any claims that you might otherwise have against Adamj Consulting based on the laws of other jurisdictions.
If, for any reason, a court of competent jurisdiction deems any provision or part of this Agreement to be unlawful or unenforceable, the remainder of the Agreement shall remain in full force and effect.