End-User License Agreement for Beta version of onSign.com
The following terms and conditions apply to all licensees and users of this software.
1. NOTICE. ONSIGN.COM INC. HAS PERMITTED THE DISTRIBUTION AND USE OF THIS BETA VERSION OF THE ONSIGN.COM SOFTWARE ON A NON-COMMERCIAL BASIS SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU CLICK ON THE "ACCEPT" BUTTON BELOW, YOU AND ANY SUBSEQUENT END-USER AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT (THE "AGREEMENT"). ONSIGN.COM INC. IS WILLING TO LICENSE THE SOFTWARE (AS DEFINED BELOW) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE CLICK ON THE "DECLINE" BUTTON AND DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THIS SOFTWARE.
2. Ownership and License. This is a license agreement and not an agreement for sale. onSign.com Inc. continues to own all right, title and interest (legal and moral) in and to the software, all documentation, data and other content related thereto, all other copies that you are authorized (by this Agreement) to make, as well as all copyrights, trademarks, trade names and other intellectual property rights related thereto (the "Software"). Your rights to use the Software are specified in this Agreement and onSign.com retains all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under Canadian, U.S. or international copyright law or treaties or any other federal, provincial or state law or treaty in respect of intellectual property or otherwise.
3. Permitted Uses. You are granted the following rights in and to the Software:
(a) Right to Install and Use. You may download, install and use the Software on one single-user computer in your possession. The Software is "downloaded" on a computer when it is saved and written on a computer's hard disk, CD-ROM, or other secondary storage device. The Software is "installed and used" on a computer when it is executed or loaded into the computer's RAM or other primary memory. You may not under any circumstances have the Software "installed" or "in use" on two or more computers at the same time. However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) shall not constitute "use" for which a separate license is required, provided you have a separate license for each computer to which the Software is distributed.
(b) Electronic Signature. If you wish to use the Software to apply an electronic signature using a password-encrypted file containing computer data related to a person's handwritten signature or other computer data ("Captured Signature"), then this license can only be used by one specific person. If more than one specific person needs to use the Software with a Captured Signature, then each additional specific person will need a further license which can be obtained at [www.onSign.com].
(c) Right to Copy. You may copy the Software for back-up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "Right to Install and Use" section above.
4. Prohibited Uses. You may not, without written permission from us:
(a) Use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement;
(b) Use a previous version or copy of the Software after you have downloaded or otherwise received an upgraded version as a replacement of the prior version of the Software;
(c) Use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective;
(d) Reprint, copy, reverse engineer, disassemble, decompile, modify, translate, electronically transmit or distribute the Software in whole or in part, decompile or "unlock," reverse translate, or in any manner decode the Software for any reason;
(e) Place the Software onto a server so that it is accessible via a public network such as the Internet; or
(f) Sell, sublicense, lease, or rent the Software.
5. Pre-Release Version. You understand that the Software constitutes pre-release code which may be changed substantially before final commercial release. [You may not use any portion of this Software in a live operating environment where it may be relied upon to perform in the same manner as a commercially released version of this Software.]
6. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. WE DO NOT WARRANT (EXPRESS, IMPLIED OR STATUTORY) THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE COST OF ANY AND ALL DAMAGES RESULTING FROM THE USE OF THE SOFTWARE.
[IF THIS SOFTWARE QUALIFIES AS A "CONSUMER PRODUCT" UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR FROM OUR AUTHORIZED DEALER, AND THEREAFTER ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.] [TO BE REVIEWED BY U.S. ATTORNEYS.]
IN ADDITION TO AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT AGAINST (A) ANY DEFECTS IN THE MAGNETIC MEDIA OR FAILURE IN THE PERFORMANCE OF THE SOFTWARE CAUSED IN WHOLE OR IN PART BY ANY DEFECT IN THE HARDWARE, EQUIPMENT, OPERATING SYSTEMS, INTERNET BROWSER OR OPERATING ENVIRONMENT ON OR WITH WHICH THE SOFTWARE IS USED OR ANY FAILURE OF SAME TO OPERATE IN ACCORDANCE WITH ANY THIRD PARTY'S SPECIFICATIONS; (B) USE OF THE SOFTWARE IN CONJUNCTION WITH ANY SOFTWARE, HARDWARE, PERIPHERAL OR COMMUNICATION DEVICE; OR (C) ANY ACCIDENT, ABUSE OR MISAPPLICATION OF THE SOFTWARE.
7. LIMITATION OF LIABILITY. WE ASSUME ABSOLUTELY NO LIABILITY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT OR INDIRECT (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, CLAIMS OF THIRD PARTIES, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. United States Government Restricted Rights. This section applies to all acquisitions of the Software by or for the U.S. federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial" computer software as that term is used in the acquisition regulations applicable to this procurement and that the government's use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the U.S. Government, Vendor may be contacted at onSign.com Inc., 5160 Decarie Blvd., Suite 750, Montreal, QC, Canada, H3X 2H9. If any provision of this Agreement violates applicable federal law or does not meet the U.S. Government's actual, minimum needs, please click on the "No" button and do not install or use the Software.
The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988): The enclosed Software is provided with Restricted Rights -- Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is onSign.com Inc., 5160 Decarie Blvd., Suite 750, Montreal, QC, Canada, H3X 2H9.
9. Legal Fees. You agree to pay all reasonable legal fees and expenses incurred by onSign.com Inc. in the enforcement of this license, including all reasonable fees and expenses that are above and beyond what is permitted by statute.
10. Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software in your possession and deleting the Software from your computer system and other storage media or by returning all such copies to us. This Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this Agreement. Your license to use this Software also terminates if you assign this Agreement to someone else. Upon termination, you must stop all use of the Software and must (a) destroy any copies that remain in your possession and (b) delete the Software from your computer system and other storage media. Otherwise, the restrictions on your rights to use the Software will end upon expiration of the copyright to the Software.
10. Miscellaneous Provisions. This Agreement will be governed by and construed according to the substantive laws of the Province of Quebec, Canada. This is the entire agreement between us relating to the Software and supersedes any prior communication, advertising or representation concerning the Software. No change or modification of this Agreement will be valid unless it is in writing and is signed by us. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed the waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. We reserve the right at any time, without liability or prior notice, to change the features or characteristics of the Software, or its documentation and related materials or future versions thereof. These terms and conditions constitute the complete and exclusive statement of the agreement between us which supercedes any proposal or prior agreement, oral or written, and any other communication between us relating to the subject matter of these terms and conditions.
11. Language. The parties hereto have expressly required that the present Agreement be drawn up in the English language. / Les parties aux prΘsentes ont expressΘment exigΘ que la prΘsente convention soit redigΘe en langue anglaise.
If you have any questions about this Agreement, write to us at onSign.com Inc., 5160 Decarie Blvd., Suite 750, Montreal, QC, Canada, H3X 2H9 or email us support@onsign.com.
