END USER SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: Please read this contract carefully. This End User Software License Agreement is a legal agreement between you and Weed Music Ltd. to use the Music Teacher’s Office software and any materials associated with this software. You agree to be bound by the terms of this Agreement by installing, using, or copying the software.
WHEN YOU CLICK ON THE “I AGREE” BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, (1) CLICK THE “CANCEL” BUTTON, AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE SOFTWARE. THE SOFTWARE IS INITIALLY PROVIDED ON A FREE BASIS. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF WEED MUSIC LTD. SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY WEED MUSIC LTD., ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. WHERE A WRITTEN AGREEMENT HAS BEEN EXECUTED BETWEEN WEED MUSIC LTD. AND YOU, THE TERMS OF THE WRITTEN AGREEMENT SHALL PREVAIL IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND THE WRITTEN AGREEMENT.
1.1 “Agreement” means this End User Licensed Materials License Agreement.
1.2 “Licensed Materials” means the software known as Music Teacher’s Office (“MTO”), any supported software, all supporting written materials and files and any other materials associated with MTO.
1.3 “Licensor” means Weed Music Ltd.
1.4 “Protected Parties” means the Licensor, their distributors, suppliers, advertisers, distributors of supported software or any of their officers, directors, employees, or agents.
1.5 “Supplied Materials” means the Licensed Materials and any websites owned and operated by the Licensor and any content available on those websites.
2. Scope of License
2.1 We grant you a non-exclusive, limited license, to:
2.1.1 install and use the most current version of the Licensed Materials;
2.1.2 use the Licensed Materials for commercial purposes; and
2.1.3 make one back-up copy of the Licensed Materials.
2.2 The license granted under this Agreement is subject to the following restrictions:
2.2.1 you may not assign, lend, lease, or sell the Licensed Materials;
2.2.2 your license to an existing version of the Licensed Materials may, at our discretion, expire upon the release of new versions of the Licensed Materials;
2.2.3 we reserve the right to add new features or applications to the existing Licensed Materials at any time;
2.2.4 we may require the update or automatic distribution of Licensed Materials on you computer when a new version of the Licensed Materials is released, or to deliver promotional offers, or to add new applications to the Licensed Materials;
2.2.5 we have no obligation to make available to you any subsequent versions of the Licensed Materials;
2.2.6 you, nor any other user, may not modify, reverse-engineer, decompile, discover, or otherwise disassemble the Licensed Materials or the source code;
2.2.7 you, nor any other user, do not have the right to create derivative works of the Licensed Materials;
2.2.8 in the event that you, or another user, make any modifications to the Licensed Materials, those modifications shall be the property of the Licensor; and
2.2.9 we may modify, discontinue, or suspend your right to access the Licensed Materials at any time.
2.3 We reserve all rights in the Licensed Materials not expressly granted to you in this Agreement.
3.1 You agree that the Licensed Materials are licensed, not sold to you. You agree that the Licensed Materials belong to the Licensor, including all intellectual and proprietary rights, and all other rights, title, and interests in the Licensed Materials, unless otherwise specified.
3.2 All content accessed through the Licensed Materials is the property of the applicable owner and is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. This Agreement gives you no rights with respect to the content accessed through the Licensed Materials.
4. User’s Representations and Obligations
4.1 You represent to the Licensor that you are the owner of this computer and that you have authorized the downloading and installation of the Licensed Materials, or the owner of the computer has authorized you to do so. You agree, with respect to all other users of the computer, that you have obtained their consent to be bound by this Agreement.
4.2 You agree not to use the Licensed Materials in any manner prohibited by law or in violation of any contractual provision to which you are bound. You agree to comply with all applicable laws, rules and regulations in your use of the Licensed Materials.
4.3 You agree that you are required to take all reasonable measures to avoid and reduce damages, in particular to make a back-up copy of the Licensed Materials and to back-up your computer data subject to the provisions of this Agreement.
5. Access and Interference
5.1 You agree that you will not use, nor encourage others to use, any unauthorized means for the removal of the Licensed Materials from the computer. You also agree that you will not use, or encourage others to use, anything to interfere or attempt to interfere with the proper working of the Supplied Materials or any other supported software. You agree not to use any means to avoid the delivery of any advertising while the Licensed Materials are installed on your computer.
6.1 This Agreement is effective until terminated hereunder. You may terminate this Agreement at any time by uninstalling the Licensed Materials from your computer and destroying any and all copies of the Licensed Materials. Licensor will have the right to terminate the license granted herein immediately if you fail to comply with any term or condition of this Agreement. The license granted to you herein will terminate automatically upon any breach of Section 2.2. Upon termination of this Agreement for any reason, you shall immediately stop using the Licensed Materials and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Licensed Materials. Sections 2.2, 2.3, 5, 10, 11, 12 and 13 shall survive any termination of this Agreement.
7.1 You agree that all users of the Licensed Materials are solely responsible for maintaining the confidentiality of their passwords. You also agree that all users of the Licensed Materials are responsible for all uses of their information stored in the Licensed Materials, whether or not authorized by them.
8.1 Advertisements that are displayed on your computer screen may contain links to web sites operated by other parties. The linked web sites are not under our control and we are not responsible for their content. Access to any linked websites is at the user’s own risk.
9. Consent to the Collection and Use of Data
9.1 You agree to allow the Licensor to collect and use technical information to improve the Licensed Materials or to provide customized products or services to you. The Licensor will not disclose this information in a way that personally identifies you to a third party.
10. Disclaimer of Warranty
10.1 Use of the Licensed Materials is at your own risk. We provide the Licensed Materials on an “as is” basis without warranty of any kind including, but not limited to any warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.
10.2 We make no warranties that:
10.2.1 the Licensed Materials are accurate, timely, uninterrupted, or error-free;
10.2.2 the results obtained from the Licensed Materials are accurate;
10.2.3 the licensed materials will prevent or identify any identity theft;
10.2.4 the quality of any products obtained through the Licensed Materials will meet your expectations; or
10.2.5 any errors in the Licensed Materials will be corrected.
10.3 We disclaim any liability with regard to your viewing any website that is linked from the Licensed Materials.
11. Limited Liability
NOTWITHSTANDING ANYTHING ELSE HEREIN, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL THE PROTECTED PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON (1) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, LOST OR DAMAGED DATA OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE, OR (2) FOR ANY MATTER BEYOND LICENSOR’S REASONABLE CONTROL. LICENSOR’S MAXIMUM LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE LICENSOR’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
12.1 You agree that Licensor shall have no liability whatsoever for any use you make of the Licensed Materials. You shall indemnify and hold harmless Licensor from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from your use of the Licensed Materials as well as from your failure to comply with any term of this Agreement.
13. Applicable Law
13.1 This Agreement shall be governed by and construed under Canadian law (without regards to its conflicts of laws provisions and without regard to the United Nations Conventions or Contracts for the International Sale of Goods). The sole and exclusive jurisdiction and venue for actions arising out of this Agreement shall be the Provincial Courts of Alberta and the Federal Court, sitting in Edmonton, Alberta. You hereby agree to service of process in accordance with the Rules of such Courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.
14.1 “Weed Music”, “Music Teacher’s Office” and “MTO” are either registered trademarks or trademarks of Weed Music Ltd. in Canada and/or other countries.
This Agreement and the terms of any other Software License Agreement provided to you (if any) represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of Licensor to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Licensor’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without Licensor’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Licensor expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT, AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Questions concerning this Agreement should be sent to the address set forth below. Any notices or correspondences will only be effective if sent to such address.
Weed Music Ltd.
125 McLeod Avenue
Spruce Grove, Alberta
CANADA T7X 2K5