PURSUANT TO THIS END-USER LICENSE AGREEMENT BIZWIZ
CONSULTING GROUP LTD. ("BIZWIZ") IS LICENSING
A SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION
(collectively, the “Software”) TO YOU ONLY ON THE
TERMS SET OUT IN THIS AGREEMENT. BY SIGNING THE
AGREEMENT, YOU ARE THEREBY ACKNOWLEDGING THAT YOU HAVE
READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND
BY ITS TERMS AND CONDITIONS. ONCE THE AGREEMENT HAS BEEN
SIGNED AND RECEIVED, WITH payment,
BIZWIZ WILL SEND THE SOFTWARE TO YOU.
Grant of License. The
Software is licensed to you, not sold, by Bizwiz,
and its use is subject to this Agreement.
Bizwiz grants to you a non-exclusive license
(the "License") to use the Software in the
manner described in the documentation.
You may load the Software onto one hard drive
on a single machine only for each copy of the
Software that you have licensed.
You may permanently transfer all rights
Bizwiz grants to you in this Agreement, provided you
retain no copies of the Software and the recipient
reads and accepts this Agreement. Bizwiz
reserves all rights not expressly granted to
you by this Agreement.
owns the title, copyright and other intellectual
property rights in the Software.
The Software contains copyrighted material,
trade secrets and other proprietary material.
You may not delete the copyright notices or
any other proprietary legends on the original copy
of the Software.
You may not decompile, modify, reverse
engineer, disassemble or otherwise reproduce the
may not copy, rent, lend, lease, sublicense,
distribute or publicly display the Software or
create derivative works based upon the Software or
otherwise commercially exploit the Software. You may
not electronically transmit the Software from one
computer, console or other platform to another or
over a network.
License is perpetual and may not be terminated
except by mutual written agreement of the parties
your rights to use the Software, as set forth above:
(i) may be terminated by you at any time, by
destroying the Software; or (ii) will terminate
immediately without notice from Bizwiz if you fail
to comply with any provision of this Agreement (in
which event, you must destroy the Software).
Disclaimer of Warranty on Software.
You are aware and agree that use of the
Software is at your sole risk.
The Software is provided "AS IS."
Bizwiz warrants that the Software will
install on a Windows based PC and run in Microsoft
Excel 2000. BIZWIZ EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, INCLUDING THOSE
WHICH ARISE UNDER LEGISLATION.
BIZWIZ DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE SOFTWARE WILL MEET YOUR
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
BIZWIZ SHALL CREATE A WARRANTY OR IN ANY WAY
INCREASE THE SCOPE OF THIS WARRANTY.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE,
SHALL BIZWIZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH
THE SOFTWARE, INCLUDING THOSE THAT RESULT FROM THE
USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF
BIZWIZ HAS BEEN ADVISED OF OR OUGHT TO REASONABLY
HAVE KNOWN OF THE POSSIBILITY OF THOSE DAMAGES.
IN NO EVENT SHALL BIZWIZ’S TOTAL LIABILITY
TO YOU FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION
(WHETHER IN CONTRACT, TORT OR OTHERWISE), WHICH
EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
You agree to indemnify, defend and hold
harmless Bizwiz and each of their respective
officers, employees, directors, agents, licensees
(excluding you), successors and assigns from and
against all losses, lawsuits, damages, causes of
action and claims relating to and/or arising from
your breach of this Agreement, and/or any use of the
Software licensed to you.
You agree that your unauthorized use of the
Software, or any part thereof, may immediately and
irreparably damage Bizwiz and that Bizwiz could not
be adequately compensated solely by a monetary award
and that at Bizwiz’s option, Bizwiz shall be
entitled to an injunctive order, in addition to all
other available remedies including a monetary award,
appropriately restraining and/or prohibiting such
unauthorized use without the necessity of Bizwiz
posting bond or other security.
Choice of Law and Venue.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
PROVINCE OF ALBERTA EXCLUSIVE OF ITS LAWS AND
JURISPRUDENCE RELATING TO CHOICE OF LAW AND/OR
CONFLICTS OF LAW.
THE EXCLUSIVE VENUE FOR ALL LITIGATION
REGARDING OR ARISING OUT OF THIS AGREEMENT SHALL BE
THE COURTS IN CALGARY, ALBERTA AND YOU AGREE TO
SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR ANY
THE FOREGOING, ANY PARTY MAY APPLY TO ANY COURT OF
COMPETENT JURISDICTION FOR INJUNCTIVE RELIEF.
Nothing herein shall be deemed to supercede
or derogate from Bizwiz’s remedies at law for any
violation of this Agreement or applicable law.
If any provision of this Agreement is
unenforceable, the rest of it shall remain in
effect. This Agreement constitutes the entire
agreement between you and Bizwiz with respect to the
Software and your use of the Software and supersedes
all prior or contemporaneous oral or written
communications and representations with respect to
the Software or any other subject matter covered by