NOTICE TO USER: CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE PROVIDED BY TSC, INCLUDING ALL VERSIONS AND ENHANCEMENTS THEREOF (THE "SOFTWARE"). THE SOFTWARE IS A VERSION OF THE TSC "PLANBEE" APPLICATION. ANY DOWNLOADING, INSTALLING OR USE OF THE SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT (THE "LICENSE AGREEMENT"). BY SELECTING THE "YES" BUTTON AT THE BOTTOM OF THIS LICENSE AGREEMENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND THE INSTALLATION WILL PROCEED. IF YOU HAVE NOT READ, DO NOT UNDERSTAND OR DO NOT ACCEPT THE TERMS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE INSTALLATION AND CANCEL BY SELECTING THE "NO" BUTTON.
1. LICENSE GRANT - TSC grant to the user a limited, non-exclusive and non-transferable license to use the Software upon and subject to the terms and conditions set forth in this License Agreement. Pursuant to the license granted hereunder, you may
(a) install the Software on a hard disk or other storage device, install and use the Software on a file server for use on a network for the purposes of (i) permanent installation onto hard disks or other storage devices or (ii) use of the Software over such network,
(b) make backup copies of the Software, and
(c) make and distribute copies of the Software as long as each copy that you make or distribute is made subject to this Agreement and contains (i) a copy of all copyright and other proprietary notices appearing in the Software as provided to you and (ii) a copy of this Agreement.
2. LIMITATIONS - The license granted under this License Agreement is subject to the following limitations:
(a) you may download, install and use the Software only on any single computer;
(b) you may not
(i) use the Software to annotate materials that you do not have the right to use or distribute,
(ii) copy the Software except as reasonably required for backup purposes,
(iii) use the Software to circumvent any technical means employed by third- party content providers to limit or prevent the further copying or distribution of such content,
(iv) modify, translate, reverse engineer, decompile, disassemble, attempt to derive source code for the product or create derivative works based on the Software,
(v) rent, lease, encumber, sell, sublicense, grant a security interest in, or otherwise transfer the Software or any rights related thereto, or
(vi) remove or alter any trademark, logo or copyright, legend, symbol or proprietary notice or label related to the Software,
(vii) use the Software in any manner that may be illicit, immoral or otherwise objectionable, including, without limitation, the annotation of content so as to create confusion, dilute a third party's trademark, disseminate confidential or proprietary information of a third party,
(viii) link, deep link or frame the copyrighted content of any third party's web page or web site without that party's express permission,
(ix) upload, post, email, use or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable for any reason,
(x) use the Software to cause harm to any third party including, without limitation, stalking or harassing another,
(xi) forge headers other wise manipulate identifiers in order to disguise the origin of any content on the Software,
(xii) upload, post, email, use or otherwise transmit any content that you not lawfully entitled to so use or transmit or in any manner that infringes upon any patent, trademark, trade secret, copyright or other proprietary rights,
(xiii) upload, post, email, use or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes' or any other form of solicitation, except in those areas that are designated for such purpose,
(xiv) use the Software in any manner that negatively affects other user's ability to use the Software, or
(xv) collect or store personal data regarding third parties without their express approval; and
(c) the license granted herein does not entitle the user to demand from TSC hardcopy documentation or technical or other support other than such documentation or support as TSC expressly agrees to provide herein.
3. FEES - There is no additional license fee for the Software provided it is used in accordance with the terms of this License Agreement.
4. "AS IS" STATUS - Except as expressly set forth in section 5, the Software is provided "as is" and without any representation, warranty or condition of any kind, either express or implied, including, without limitation, representations, warranties or conditions as to performance, fitness for a particular purpose or otherwise. Without limiting the generality of the foregoing, TSC does not represent or warrant that the functions included in the Software, will meet your requirements or that the operation of the Software will be uninterrupted or error free. TSC does not represent or warrant that the files or data sent by or to you will be transmitted in uncorrupted form or within a reasonable period of time.
5. TSC WARRANTY - TSC represents and warrants that it is not aware of any infringement by the Software of any intellectual property right of any third party.
6. RISK - The downloading, installation or use of any Software, information or materials is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. No advice or information whether oral or written, obtained by you from TSC or through the use of the Software shall create any representation, warranty or condition not expressly stated in this License Agreement. The user will bear sole responsibility for the reliability, quality, accuracy or sufficiency of any support services that may be provided by TSC and for the quality and accuracy of any data produced by or stored upon the Software.
7. TITLE - Title, ownership rights and intellectual property rights in the Software will remain with TSC. You hereby acknowledge TSC's ownership of and intellectual property rights therein and agree not to take any action to jeopardize, limit or interfere in any manner with TSC's ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties. Canadian copyright law and the applicable international treaties and conventions governing intellectual property law protect the Software. Title and related rights to databases accessible with the Software are the property of the applicable content owner and may be protected by applicable law. This License Agreement grant any rights to such content.
8. TERMINATION - This License Agreement will terminate anytime on notice to you by TSC and automatically if you fail to comply with the terms and conditions set forth herein. On termination of this License Agreement, you must destroy all copies of the Software in your possession or control and, upon request by TSC, provide written certification satisfactory to TSC to confirm such destruction.
9. SURVIVAL - Regardless of the termination or expiration of this License Agreement for any reason, the provisions of sections 2, 4, 6, 7, 11, 12, 13, 14, 15 and 17 will survive and continue in effect.
10. EXPORT CONTROLS - THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE CANADA IN A MANNER THAT IS PROHIBITED BY APPLICABLE EXPORT LAWS AND REGULATIONS. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE OUTSIDE CANADA, YOU ASSUME RESPONSIBILITY FOR COMPLIANCE WITH THE FOREGOING AND ALL OTHER LAWS AND REGULATIONS APPLICABLE IN ANY JURISDICTION TO WHICH YOU ARE SUBJECT.
11. EXCLUSION OF LIABILITY - UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL OR EQUITABLE THEORY, TORT, CONTRACT (INCLUDING, WITHOUT LIMITATION, A FUNDAMENTAL BREACH) OR OTHERWISE, SHALL TSC OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNATIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND OR CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFIT, LOSS OF BUSINESS OPPPORTUNITY, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF TSC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH EXCLUSION.
12. LIMITATION OF LIABILITY - If any circumstance arises in which TSC or its suppliers becomes liable to you for damages, costs or losses of any kind or character, such liability will be limited, in aggregate, to the sum actually paid, if any, by you to TSC for the Software.
13. INDEMNIFICATION - If as a consequence of any use by you of the Software or as a consequence of any support service provided by TSC, TSC incurs any liability to any third party for any reason, you will fully indemnify and save TSC harmless from and against any and all such liability including, without limitation, any damages, losses, claims, actions, causes of action, proceedings and costs, including reasonable legal fees, of every kind or nature whatsoever.
14. CONFIDENTIALITY - If and to the extent any information of a confidential nature provided to or developed by TSC in connection with this License Agreement, such information will be deemed to be confidential and proprietary information of TSC ("TSC Confidential Information"). All TSC Confidential Information will be held in the strictest confidence and will not be disclosed to any other party except to the extent such disclosure is required by law and, if any such disclosure is to be made, you will give TSC such notice in advance thereof as is practicable in the circumstances and cooperate with TSC to minimize the extent of such disclosure. You will not make any use of the TSC Confidential Information to provide services or products to any party who is or may reasonably be expected to be a competitor of TSC or that may otherwise reasonably be perceived or apprehended to be prejudicial to the interests of TSC.
15. GOVERNING LAW - This License Agreement is deemed for all purposes to have been made in British Columbia and will be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. No action or proceeding may be commenced or maintained in relation to this License Agreement except in a court of appropriate jurisdiction in British Columbia and you hereby irrevocably agree to attorn to the jurisdiction of such courts.
16. AMENDMENTS - TSC may amend this License Agreement at any time upon 30 notice published on its web site. You agree to accept such publication as effective delivery of the notice. If you do not wish to accept any amendment to the License Agreement, you may terminate this License Agreement effective as of the date on which the amendment is to be effective. If you use the Software at any time after the effective date of the amendment, you will be deemed to have accepted the amendment to the License Agreement.
17. MISCELLANEOUS - This License Agreement represents the complete agreement concerning the subject matter hereto. For the purposes of paragraphs 11, 12 and 13, all reference to TSC will be deemed to include TSC's directors, officers, employees, subsidiaries, affiliates and agents. If any provision of this License Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. If a court determines any remedy provided to you under this License Agreement has failed in its essential purpose, the limitations and exclusions of liability, damages, representations, warranties and conditions set forth herein will not be affected and will remain in full force and effect.
