End User License Agreement
END-USER LICENSE AGREEMENT FOR WORDQ WRITING SOFTWARE
IMPORTANT - READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT:
This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Quillsoft Ltd. ("QUILLSOFT"), for WordQ and SpeakQ software and which may also include associated media, printed materials, and "online" or electronic documentation ("Documentation") (collectively, "SOFTWARE PRODUCT"). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, THEN DO NOT INSTALL OR USE THE SOFTWARE PRODUCT. YOU MAY, HOWEVER, RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.
TITLE AND COPYRIGHT
QUILLSOFT owns all right, title and interest including all patent, copyright, trade-mark, trade secret and any other intellectual property and proprietary rights in and to the SOFTWARE PRODUCT. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted and proprietary material. By accepting this EULA, you acknowledge and agree that all of the foregoing intellectual property rights in the SOFTWARE PRODUCT are owned by and remain with Quillsoft and that you will not do anything to contest or prejudice Quillsoft's title to any such rights in the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1) GRANT OF LICENSE
This EULA grants you, the registered computer software user, the following rights:
- APPLICATIONS SOFTWARE. You may install and use two (2) copies of the SOFTWARE PRODUCT, or any prior version thereof for the same operating system, on two computers (or network, subject to the terms below), unless you have been granted express permission by Licensor to install and use the SOFTWARE PRODUCT on additional computers. You may only use the SOFTWARE PRODUCT in the number of written languages, if more than one is available, for which you have acquired rights from the Licensor and which you selected at time of first installation. The SOFTWARE PRODUCT may be used only by you. You may make one copy of the SOFTWARE PRODUCT for archival or backup purposes only.
- INSTALLATION. The SOFTWARE PRODUCT is distributed to you on self-installing media as described in the Documentation. You will need to install the SOFTWARE PRODUCT on properly configured and compatible computer equipment according to the Documentation. You will also need to ensure that all required data is in proper format and no other software or equipment having an adverse impact on the SOFTWARE PRODUCT are present on your computer equipment. You will be required to submit an unlocking serial number during the installation procedure, which is provided in the materials included in your software package.
- STORAGE/NETWORK USE. You may alternatively store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on your computers over an internal network; however, you must acquire and dedicate a distinct license for each user using the SOFTWARE PRODUCT from the storage device. Any given license for the SOFTWARE PRODUCT may not be shared or used concurrently or otherwise on different computers or by different users within your organization. The LICENSED SOFTWARE may not be simultaneously installed on a single computer and a network server without obtaining a distinct license for each such installation.
- EVALUATION PERIOD. If you have received this software as a "Demonstration Version" (i.e., without the purchase of an unlocking serial number), and once you accept this EULA, you will obtain a temporary "Evaluation License" to install, use and evaluate one (1) copy of the SOFTWARE PRODUCT for thirty (30) days. The Evaluation License does not authorize you to make commercial use of the SOFTWARE PRODUCT (which commercial use includes, without limitation, use for business purposes or creation of publicly distributed documents). At the end of the Evaluation Period, the SOFTWARE PRODUCT will cease to function and must be uninstalled unless you obtain a license to use the SOFTWARE PRODUCT according to this EULA by agreeing to pay the license fee for the SOFTWARE PRODUCT. Any use of the SOFTWARE PRODUCT beyond the Evaluation Period without such license is a breach of this EULA and may be a violation of international copyright laws.
2) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
- ACADEMIC EDITION SOFTWARE. If the SOFTWARE PRODUCT is identified as "Academic Edition" or "Educational Copy" or "AE," you must be a "Qualified Educational User", as determined by Quillsoft to use the SOFTWARE PRODUCT. If you are a Qualified Educational User, you may be granted express rights that differ from this EULA, in which case all terms and conditions of this EULA not inconsistent with those expressly communicated to you at the time of purchase apply equally to you. If you are not a Qualified Educational User, you have no rights under this EULA unless you pay the remaining license fees payable by a normal user under this EULA. To determine whether you are a Qualified Educational User, please contact the Licensor at the address below.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- GENERAL RESTRICTIONS. You may not use the SOFTWARE PRODUCT or make copies of it except as expressly permitted in this EULA. Without limiting the generality of the foregoing, you may not modify, translate or, except as expressly permitted herein, copy the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer. You may not modify the SOFTWARE PRODUCT or merge all or any part thereof with another program.
- NOT FOR RESALE SOFTWARE. If the SOFTWARE PRODUCT is labeled "Not for Resale" or "NFR" or "Demonstration Copy", then, notwithstanding other sections of this EULA, you may not make commercial use of the SOFTWARE PRODUCT nor sell, or otherwise transfer it for value. Commercial use includes, without limitation, use for business purposes or creation of publicly distributed documents.
- RENTAL. You may not rent, lease, lend, assign or transfer the SOFTWARE PRODUCT to any party except as expressly permitted in this EULA or without written permission by the Licensor.
- SOFTWARE TRANSFER. You may permanently transfer all of your rights under this EULA, provided you (a) retain no copies, (b) transfer all of the SOFTWARE PRODUCT (including all component parts, Documentation, the media and printed materials, any upgrades and this EULA), and (c) the recipient agrees in writing to abide by all of the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT and all of your licensed rights therein, if any.
3) SUPPORT SERVICES
QUILLSOFT may provide you with support services related to the most recent version of the SOFTWARE PRODUCT ("Support Services"). QUILLSOFT is under no obligation to provide or perform any installation, training, maintenance, support or other Support Services to you.
Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to QUILLSOFT as part of the Support Services, QUILLSOFT may use such information for its technical and business purposes, including for product updates and development. QUILLSOFT will not utilize such technical information in a form that personally identifies you.
- ON-LINE SERVICE. You may obtain assistance for error correction and advice on the use and operation of the most current version of the SOFTWARE PRODUCT through the online system designated in the Documentation or otherwise identified to you by the Licensor. If you submit a request for technical support you will need to provide sufficient information for Licensor to replicate and diagnose the reported problem
- UPDATES. You may obtain copies of each revision to the SOFTWARE PRODUCT and/or Documentation that Licensor generally distributes to the public ("Update") by paying prices from time to time announced by Licensor, if any, or as otherwise indicated by Licensor. The Licensor's designation of an item as a new version or an enhancement rather than an Update shall be conclusive. Updates may be available on diskette, or CD, or as a download from Licensor's designated online system. You agree to install all Updates promptly, since the Licensor will only provide Product Support for the most recent version of the SOFTWARE PRODUCT, incorporating all prior Updates.
- CERTAIN CONDITIONS. Licensor shall not be obligated to provide Product Support if: (i) the reported error was caused by unauthorized changes in SOFTWARE PRODUCT source code, object code, program parameters or other user adjustable features; (ii) the error results from operator error, errors in data or software not supplied by Licensor or use that is not expressly permitted under this EULA or is not in accordance with the Documentation, or (iii) the error is in a prior release that was corrected through issuance of an Update that you have not yet installed.
- TERMINATION. Without prejudice to any of the Licensor's other rights, this EULA and the license granted herein shall terminate automatically if you fail to comply with the terms and conditions of this EULA. No notice will be required from the Licensor to effect termination of this EULA. Upon termination, you must immediately discontinue use of the SOFTWARE PRODUCT and destroy all copies of the SOFTWARE PRODUCT and all of its component parts and any related materials including, without limitation, the Documentation.
4) PRICE AND PAYMENT
- PRICE. You agree to pay Licensor or its distributor, as the case may be, the applicable license fee determined by reference to Licensor's published prices at the time this SOFTWARE PRODUCT was ordered. Payment of the license fee entitles you to use the SOFTWARE PRODUCT in accordance with this EULA until such license is terminated as described herein.
- PAYMENT. Unless otherwise stated on Licensor's or its distributor's invoice, the applicable fees and shipping charges are payable by you promptly upon delivery. You will pay all sales, use, value-added, GST, personal property or other governmental tax or levy associated with this transaction (including interest and penalties imposed thereon) other than taxes based on the net income or profits of Licensor or its distributors. If you fail to pay any amount when due, your license to Use the SOFTWARE PRODUCT will automatically terminate and you will pay all costs of enforcement, including reasonable legal fees.
5) LIMITED WARRANTY
QUILLSOFT WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE PRODUCT IS SUPPLIED WILL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP FOR 90 DAYS FROM THE DATE YOU ACQUIRE IT. IN THE EVENT OF SUCH DEFECT WITHIN THE STATED PERIOD, QUILLSOFT WILL PROVIDE TO YOU, AT NO CHARGE, A REPLACEMENT COPY OF THE SOFTWARE PRODUCT UPON RETURN OF ANY DEFECTIVE MEDIA. THIS REMEDY IS YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY.
EXCEPT FOR THE EXPRESS WARRANTY IMMEDIATELY ABOVE, THE SOFTWARE PRODUCT IS PROVIDED "AS IS". QUILLSOFT DOES NOT GIVE ANY OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE PRODUCT, INCLUDING ANY UPDATES THERETO, ITS OPERATION, PERFORMANCE, FUNCTIONS, DATA OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS THAT IT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED, ERROR OR VIRUS FREE, THAT PROGRAMMING ERRORS CAN BE CORRECTED OR FOUND, OR IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR A COURSE OF DEALING.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY ACCORDING TO LOCAL LAWS. BECAUSE SOME STATES AND PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE WARRANTY EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.
6) LIMITATION OF LIABILITY
IN NO EVENT SHALL QUILLSOFT OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, DISTRIBUTORS OR RESELLERS BE LIABLE FOR ANY LOST PROFITS OR REVENUES, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT EVEN IF QUILLSOFT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUILLSOFT MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU (IF ANY) FOR THE SOFTWARE PRODUCT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION OR DEMAND, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LEGAL THEORY, AND SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A FUNDAMENTAL BREACH AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED IN THIS AGREEMENT. BECAUSE SOME STATES AND PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT
7) GOVERNING LAW
This EULA shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You agree to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario. The parties hereby exclude the applicability of the U.N. Convention on Contracts for the International Sale of Goods.
8) EXPORT REGULATIONS
The transfer of technology across national boundaries is regulated by the U.S. Government. You agree not to export or re-export the SOFTWARE PRODUCT without first obtaining any required export license or governmental approval. You will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce. This provision and the assurances made herein shall survive termination of this EULA.
9) U.S. GOVERNMENT RESTRICTED RIGHTS
The SOFTWARE PRODUCT (including Documentation) is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Rights in Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. The Contractor/manufacturer is Quillsoft Ltd., with offices at 250 The Esplanade, Unit 308, Toronto, ON M5A 1J2 CANADA
This EULA constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other agreements, representations, discussions and communications, whether written or oral. This document and your acceptance of this agreement through installation of the SOFTWARE PRODUCT shall be considered an original document admissible into evidence unless the document's authenticity is genuinely placed in question. You may issue a purchase order, but it will have no substantive effect on our EULA. This EULA may be modified or amended only by a writing signed by an authorized representative of Licensor. It is agreed that sales representatives and distributors of the SOFTWARE PRODUCT have no authority to alter this EULA. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.
250 The Esplanade, Unit 308
Toronto, Ontario M5A 1J2
Tel: (416) 698-0111
Tel: (416) 698-1555
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