BNH EXPERT SOFTWARE INC.,
IMPORTANT – READ CAREFULLY
use of ADVISOR Enterprise and associated services (herein referred to as ADVISOR
Services) are conditioned upon your compliance and acceptance of the following
This is a License Agreement and not an
agreement for sale. A License Agreement is a legal agreement between you, the
End User, and BNH Expert Software Inc. Please read this license agreement
carefully before proceeding. By using the ADVISOR Services, you agree to be
bound and become a party to all of the terms of this Agreement.
If you do not agree with the terms and
conditions of this License Agreement, do not use the ADVISOR Services.
BNH Expert Software Inc. (BNH), a
Canadian Corporation, provides the ADVISOR Services and licenses their use. Your
use of the ADVISOR Services acknowledges that you have read this agreement,
understand it and agree to be bound by its terms and conditions. All software
associated with the ADVISOR Services is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws
described on BNH's website. Please consult it to learn BNH's current policies
to protect the privacy of your information.
RIGHT TO USE:
Subject to the terms and
conditions of this Agreement, BNH grants only the right to use the Licensed Product for developing and implementing effective and efficient training strategies as well as assessing their
impact under the terms and conditions specified in this agreement.
You shall have no right to:
TITLE & OWNERSHIP:
BNH retains title
to and ownership of ADVISOR Enterprise, services and documentation. You will not
remove, deface or obscure any BNH copyright and trademark notices and/or legends
or other proprietary notices on, incorporated therein or associated with the
ADVISOR Services. Nothing in this License Agreement constitutes a waiver of BNH's rights under copyright laws and international copyright treaties.
The License Agreement is effective
until terminated. You may terminate it at any time by providing written notice
to BNH. This agreement will also terminate if you fail to comply with any term
or condition of this Agreement. All Sections, with the exception of "RIGHT
TO USE" Section shall survive any termination of this Agreement. Upon any
termination of this Agreement, you must cease any further use of the ADVISOR
Services and destroy any copies of associated software within your possession
that the ADVISOR Services, or portion thereof may be subject to the export
control laws of the Canadian Department of Foreign Affairs. You will not export,
re-export, divert, transfer or disclose any portion of the ADVISOR Services or
any related technical information or materials, directly or indirectly, in
violation of any applicable foreign or domestic statues, laws, regulations or
tariffs, or to any country to which such transmission is restricted by such
regulations, export law or regulation or applicable statues.
You acknowledge that any use of ADVISOR Enterprise contrary to this Agreement, may cause irreparable injury to BNH, its affiliates, and under such circumstances BNH, its affiliates, will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
LIMITATION OF LIABILITY:
Should ADVISOR Enterprise be defective in any manner or should it not perform in accordance with the
during a period of thirty (30) days from the date of installation, then BNH shall replace the CD-ROM, if it is defective.
This warranty shall be null and void and
you shall not be authorized to rely on it if: (a) ADVISOR Enterprise has not been used in accordance with the
or other specifications provided by BNH in writing;
(b) you or any third party, has changed or modified ADVISOR Enterprise, without BNH authorization; or
(c) the performance of ADVISOR Enterprise is affected by another application not licensed from BNH.
BNH agrees to indemnify and hold
you harmless from all costs, fees, expenses, damages and payments, resulting from any lawsuit or legal proceeding by a third party against
you based on a claim that ADVISOR Enterprise infringes the intellectual property rights of any third party.
BNH shall not be liable to you
for any direct damages or claims in excess of the fees paid by you for the
ADVISOR Services (if any).
To the maximum extent permitted by applicable law, in no event shall BNH be liable for any indirect, special, incidental, exemplary or consequential
damages whatsoever, even if BNH, its affiliates,
suppliers or Resellers have been advised of the possibility of such damages.
You understand and agree that ADVISOR Enterprise is provided ‘as is’. BNH, makes no warranty or representation regarding the results that may be obtained from the use of ADVISOR Enterprise, regarding the accuracy or reliability of any information obtained through ADVISOR Enterprise, regarding any transactions entered through ADVISOR Enterprise or that ADVISOR Enterprise will meet any user’s requirements, or be uninterrupted, timely, secure or error free.
This Agreement shall be
construed, interpreted and governed by the laws of the Province of Quebec,
WAIVER AND SERVERABILITY:
either party to exercise any of its rights under, or to enforce any provision
of, this Agreement will not be deemed a waiver or forfeiture of such rights or
ability to enforce such provision. If any provision of this Agreement is held by
a court of competent jurisdiction to be illegal, invalid or unenforceable, that
provision will be amended to achieve as nearly as possible the same economic
effect of the original provision and the remainder of this Agreement will remain
in full force and effect.
embodies the entire understanding and agreement between the parties respecting
the subject matter of this Agreement and supersedes any and all prior
understandings and agreements between the parties respecting such subject
matter. BNH may change the terms of this Agreement at any time by posting
modified terms on its website. This Agreement has been prepared in the English
Language and such version shall be controlling in all respects and any
non-English version of this Agreement is solely for accommodation purposes. All
notices or other correspondence to BNH under this Agreement must be sent to:
BNH Expert Software
4000 Steinberg Street
Canada H4R 2G7
Tel (514) 745-4010.
Any and all rights and remedies of BNH upon your breach or other default under this
Agreement will be deemed cumulative and not exclusive of any other right or
remedy conferred by this Agreement or by law or equity on BNH, and the exercise
of any one remedy will not preclude the exercise of any other.
The captions and
headings appearing in this Agreement are for reference only and will not be
considered in construing this Agreement.