terms and conditions
WHEREAS ITESLIVE software is the sole and exclusive property of ITESMEDIA, which has invested considerable effort in the design and development of said software;
WHEREAS ITESMEDIA will take any legal measures deemed necessary to protect its rights with regards to the software;
WHEREAS ITESMEDIA lease to the CLIENT a user license that is limited, non-exclusive and revocable, subject to the terms and conditions stipulated hereinafter to which the CLIENT agrees to comply.
TERMS AND CONDITIONS
This preamble is an integral part of the present agreement and is used to describe the object and purpose of said agreement
1.2 LICENSE ENFORCEMENT AND DURATION
The present license takes effect upon payment of user rights.
1.3 SOFTWARE LICENSE EXTENT
ITESMEDIA grants to the CLIENT, for its sole benefit and exclusive use, a non-exclusive and non-transferable software license such as described within this agreement, as well as any documentation indicated in this agreement. Software and documentation will be delivered electronically.
1.4 LIMITATION OF THE SOFTWARE LICENSE
The CLIENT agrees to make no copy of the software except for backup proposes. The CLIENT also agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party sell, lease, license, sublicense, loan, encumber, provide, disclose, divulge or make available to, or permit use of the software by persons other than the CLIENT’s employees without ITESMEDIA’ prior written consent. The CLIENT agrees that it shall not attempt, or permit any attempt, to reverse engineer, decompile or disassemble any of ITESMEDIA software with a view to obtaining an interest or any information therein which is not contemplated in this agreement.
1.5 RIGHTS AND SOFTWARE LICENSE
Nothing contained in this agreement transfers to the CLIENT any license or right in any intellectual property. This software and any copy remains the sole and exclusive propriety of ITESMEDIA.
1.6 DECLARATION AND WARRANTIES
ITESMEDIA declares and warrants that the software will comply with specifications released by ITESMEDIA when delivered to the CLIENT. Although ITESMEDIA cannot warrant the software runs without error, ITESMEDIA agrees to correct any operating problem brought to its attention by writing within the following 12 months, excluding any problem occurring from physical damage of the software disc, handling and/or operating error or due to unapproved operating system by ITESMEDIA.
1.7 LIMITATION OF ITESMEDIA LIABILITY
ITESMEDIA total liability arising out of or in connection with this agreement, shall be limited to direct damages suffered by the CLIENT and shall be to use reasonable efforts to correct, replace, or reimburse without exceeding the amount of the software license fees paid by the CLIENT for the software on the date the cause of action arose. ITESMEDIA cannot be held responsible for any special, incidental or consequential damages resulting from software defects or breach of this warranty. ITESMEDIA cannot be liable to correct, replace or reimburse defective software fees, if this defective software is a result of negligence, accident, improper use or modification by a non-authorised party by ITESMEDIA.
The following warranties are applicable and replace any other verbal, written, implied or statutory warranties. ITESMEDIA’ obligations covered by this warranty and the CLIENT’s resorts are solely those mentioned in this document. In no event shall ITESMEDIA be liable for any damages whatsoever including, without limitation, damages for loss of profits, failure to realize expected savings, interruption of activities, loss of information or of programs or any other pecuniary loss and indirect, consequential, incidental, economic or punitive damages.
1.8 LICENSE REVOCABILITY
The license is revocable by ITESMEDIA at any time and without prior notice should the CLIENT fail to pay any charges and/or should the CLIENT contravene any or all terms and conditions of this present agreement. In all circumstances, the fees are not refundable.In which case the CLIENT sells or disposes of its computer equipment on which the software was previously installed, the CLIENT agrees to erase any information or data in regards to the software before releasing the equipment in question.
1.9 COMPLETE AGREEMENT
The CLIENT declares to have read this agreement and agrees to comply with it.
This agreement is governed and interpreted by the laws of the Province of Québec and only the courts of the Montreal area would have jurisdiction.