Dundas BI Online Trial License Agreement
This Online Trial License Agreement (“Agreement”) is entered into by and between DUNDAS DATA VISUALIZATION, INC., an Ontario corporation with its head office at 250 Ferrand Drive, Suite 500, Toronto, Ontario, Canada ("Dundas") and the entity (“Licensee”) that has registered a support account with Dundas and who will be using the online trial version of Dundas’ proprietary computer software “Dundas BI” which Dundas makes available for evaluation purposes (“Software”).
Each of the following acts by Licensee shall constitute Licensee’s acceptance of the terms and conditions of this Agreement and Licensee’s agreement to be bound thereby:
(a) any use of the Software; and/or
(b) clicking to signify acceptance of this Agreement via Dundas’ online acceptance screen.
Licensee shall have no rights to any of the Software or any use thereof unless Licensee has accepted the terms and conditions of this Agreement and agreed to be bound thereby.
This Agreement begins as of the Licensee’s acceptance of the terms and conditions hereof (“Effective Date”).
IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSEE MAY NOT USE THE SOFTWARE.
1. License. Subject to the terms of this Agreement, Dundas hereby grants to Licensee a limited, non-exclusive, non-transferable license to access the Software online, solely for Licensee’s internal business purposes to evaluate the Software offering and not for any production or commercial purposes. Dundas reserves all right, title and interest in and to the Software not expressly granted herein.
2. Covenants; Indemnity. Licensee covenants and agrees that its use of the Software shall be confined strictly to evaluation purposes. In addition, Licensee agrees as follows: (a) Dundas shall be entitled to limit any or all functionality of the Software; (b) the license to the Software expires forty-five (45) days after its grant or such other period as Dundas determines, acting in its sole discretion; (c) Licensee agrees that the Software and any access relating thereto is provided “as is, where is” without warranty or condition of any kind and Licensee assumes all risks relating to its use and access; (d) Licensee is solely responsible for maintaining the confidentiality of any username and password relating to any online trial offering by Dundas; (e) Licensee is solely responsible for all activities that occur under its account; (f) Licensee is solely responsible for any data it uploads and Licensee agrees not to upload, transmit or otherwise make available any Content (“Content” means material, information, software, data, text, audio, video, images, files or any other content that Licensee transmitted, or that was transmitted on Licensee’s behalf, to or from the online trial of the Software, or that Licensee stores, or displays within the online trial of the Software) that is illegal, unlawful, harmful, obscene, libelous, invasive of another’s privacy or otherwise objectionable; (g) Dundas does not guarantee the confidentiality of such Content, all of which is uploaded at Licensee’s sole risk; (h) Dundas does not back-up any such Content and Licensee is solely responsible for creating back-ups; (i) at the end of the trial period, any and all Content which Licensee uploaded may be deleted by Dundas (without any further notice) and will be non-retrievable; and (j) Dundas reserves the right, acting in its sole and unfettered discretion, at any time and from time to time to change, modify, discontinue or temporarily or permanently cancel access to any online trial offering by Dundas. Licensee will no longer have access to the online trial offering by Dundas at the end of the applicable trial period and at such time, Licensee shall have no further rights whatsoever to such Software. Licensee shall indemnify and hold Dundas harmless from any and all losses or claims howsoever arising as a result of Licensee’s use of the Software that is in breach of the terms of this Agreement.
3. Use Restrictions. Licensee shall not transfer, duplicate or otherwise reproduce, directly or indirectly, the Software in whole or in part or any materials supplied by Dundas in connection with this Agreement. Licensee shall not attempt to modify, decompile, translate or reverse engineer the Software and shall not attempt to defeat the mechanisms that control any functionality of the Software. In the event of any unauthorized use of the Software, Dundas may terminate this Agreement immediately upon notice to Licensee.
4. Licensee Content. By submitting or posting Content within the online trial of the Software, Licensee is representing that it is the owner of such Content and/or has the necessary rights, licenses, and authorization to distribute it. When Licensee transmits or uploads any Content within the online trial of the Software, Licensee provides Dundas with a worldwide right, without charge, to use such Content as necessary: to provide the online trial of the Software to Licensee, responding to Licensee’s request for technical assistance with respect to the online trial and to improve the Software and services in relation thereto.
5. Confidentiality. Licensee acknowledges and agrees that the Software contains confidential and proprietary information of Dundas that comprises valuable trade secrets, and that during the term of this Agreement Licensee may receive or gain access to other information which Dundas designates as being confidential or which reasonably ought to be considered as being confidential by its nature or from the circumstances surrounding its disclosure ("Confidential Information"). Licensee agrees to maintain the Confidential Information in strict confidence and to take all reasonable steps necessary to safeguard the confidentiality of the Confidential Information (using at a minimum the same degree of care as Licensee uses to protect its own valuable information).
6. Term. Subject to early termination pursuant to Sections 2 and 3 above, the term of this Agreement will be for an initial term of one (1) year commencing from the Effective Date and, thereafter, this Agreement shall automatically renew for successive one year renewal terms. Either party may terminate this Agreement upon at least fifteen (15) days prior notice. Upon termination of this Agreement or expiration of the license, whichever occurs earlier, Licensee shall immediately cease using the Software and attempting to gain access to use the Software.
7. DISCLAIMER OF WARRANTY. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED "AS IS" AND DUNDAS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY FORM OF WARRANTY THAT OPERATION OF THE SOFTWARE WILL BE ERROR-FREE. DUE TO THE FOREGOING, LICENSEE AGREES THAT IT SHALL NOT RELY ON THE SOFTWARE FOR ANY REASON.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL DUNDAS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR DATA OR THE COST OF SUBSTITUTE GOODS, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR LICENSEE'S USE OF, OR THE RESULTS OBTAINED FROM, THE SOFTWARE OR ANY OTHER MATERIAL PROVIDED BY DUNDAS TO LICENSEE UNDER THIS AGREEMENT.
9. UNSOLICITED IDEAS. NEITHER DUNDAS NOR ANY OF ITS EMPLOYEES OR RESELLERS ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN DUNDAS' PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO DUNDAS OR ITS RESELLERS. IF, DESPITE THIS REQUEST THAT LICENSEE NOT SEND DUNDAS ANY SUCH IDEAS AND MATERIALS, LICENSEE STILL SENDS THEM, PLEASE UNDERSTAND THAT DUNDAS MAKES NO ASSURANCES THAT LICENSEE'S IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY. RATHER, LICENSEE HEREBY GRANTS TO DUNDAS A WORLDWIDE, NON-TERMINABLE, ROYALTY FREE RIGHT AND LICENSE TO USE AND EXPLOIT SUCH IDEAS AND MATERIALS AS STATED HEREIN IN PERPETUITY.
10. Transfer of “Bug Fixes”. If Licensee identifies problems with the usability, operability, or interoperability of the Software, Licensee may deliver or suggest "bug fixes" for Dundas' source code for Dundas' consideration. Dundas shall have the absolute right to incorporate all such "bug fixes" accepted by Dundas into Dundas products and services for all purposes, without any payment or other compensation to Licensee. All right, title and interest to any submitted "bug fixes", whether accepted or not, shall transfer and be assigned to Dundas at no cost to Dundas and Licensee hereby waives all moral rights in connection therewith.
11. Legal Compliance. Licensee represents and warrants that it is not, and is not related to, an individual, company or other entity that is identified on any designated person list or other similar list of sanctioned or restricted parties established under Canadian Export Controls and Economic Sanctions Laws or any similar list of sanctioned or restricted parties maintained by any other country ("Listed Party"). Licensee further represents and warrants that the Software will not be used by or for the benefit of any Listed Party. Any use of the Software contrary to Canadian Export Controls and Economic Sanctions Laws or the laws of any country in which they are being used is prohibited. Licensee shall indemnify and hold harmless Dundas for any fines, penalties, damages, losses, liabilities claims, actions and expenses (including legal fees and reasonable disbursements) of whatsoever kind and nature which at any time may be suffered or incurred by, imposed on or asserted against Dundas in any way relating to or arising out of (i) Licensee's failure to comply with Canadian Export Controls and Economic Sanctions Laws, its obligations referred to above, or the laws of any country or (ii) an inaccurate warranty, representation, or certification under the clauses provided above or any incorrect information provided by Licensee. For the purposes of the foregoing, "Canadian Export Controls and Economic Sanctions Laws" include the Export and Import Permits Act, the Special Economic Measures Act, the United Nations Act, the Freezing Assets of Corrupt Foreign Officials Act, the Customs Act, and the Criminal Code, and their regulations, and any other Canadian law controlling the import, export or transfer of goods or technology or restricting dealings involving certain persons or countries.
12. General. Licensee shall comply with all applicable domestic and international laws and regulations that apply to the Software. Licensee shall not assign this Agreement or any of its rights or obligations hereunder. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable thereto. Each party consents to the jurisdiction of the courts of the Province of Ontario as the exclusive jurisdiction for determination of all disputes and claims arising between the parties to this Agreement. This Agreement will not be governed by and the parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods and the provisions of any state Uniform Computer Information Transactions Act or similar federal, provincial or state laws or regulations. The parties have agreed that this Agreement be drafted in English. Les parties ont convenu à ce que ce Contrat soit rédigé en anglais. If any provision of this Agreement is found to be unlawful, void or unenforceable, then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between them. Notwithstanding the foregoing, Dundas reserves the right to modify, change, alter or otherwise edit this Agreement at any time and Licensee agrees that its continued use of the online trial of the Software constitutes acceptance of, and agreement to, such changes.
Updated December 22, 2014