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
twenty-five (25) 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 12, 2019