Terms & Conditions
- By accepting terma and conditions, you hereby acknowledge that you are providing your voluntarily consent to the terms of the enclosed Software End User Licence Agreement for the Program, granted pursuant to a Software Licence Agreement between Caritas College Ltd. and the collection and processing of your personal identifiable information by Caritas College Ltd. and any third party contractor or agent of Caritas College Ltd.
You acknowledge and understand that there is a risk involved with internet or any web hosting, wide area network, virtual private network, virtualization, time-sharing, service bureau, cloud or other technology which may process, collect, or store data and information. You represent that you are duly authorized by licensee to access and use the software and accept these authorized user terms and agree that you are legally bound by them. If you do not agree to these terms of use, do not check the “accept” box and you will have no licence to, and must not access or use the Program and related software. __
For more information about our privacy practices please visit our website at http://caritascollegeedu.
ca/policy/.
You can revoke your consent at any time by contacting admin@caritascollege-edu.ca].
YOUR ACCESS TO THE PROGRAM AND RELATED SOFTWARE WILL EXPIRE TWO WEEKS
FOLLOWING THE COMPLETION OF THE PROGRAM, UNLESS EARLIER TERMINATED: (I)
BY CARITAS COLLEGE LTD (II) BY CEASING TO BE A REGISTERED STUDENT AND
ENROLLED IN THE PROGRAM OR CEASING TO BE AN AUTHORIZED USER OF FNIT
OO1/FNIP002 OR (III) BY CARITAS COLLEGE LTD. IN ACCORDANCE WITH THE SOFTWARE
END USER LICENCE AGREEMENT.
SOFTWARE END USER LICENCE AGREEMENT
This End User Licence Agreement, including the Consent Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Caritas College Ltd. (“Licensor”) and the individual person identified on the Consent Form as the licensee of the Software (“Licensee”).
LICENSOR PROVIDES ACCESS TO THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE “ACCEPT” BOX ON THE CONSENT FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT ON YOUR OWN BEHALF. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENCE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD, INSTALL, ACCESS OR UTILIZE THE SOFTWARE OR DOCUMENTATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.
1.Definitions. For purposes of this Agreement, the following terms have the followingmeanings:
1.1 “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at Law, in equity or otherwise.
1.2 “Documentation” means user manuals, instructions, handbooks and other documents and materials, in any medium, that Licensor provides or makes available to Licensee which describe the functionality, components, features, operation, use or technical specifications or requirements of the Software, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof, and includes updates to same as released from time to time, and made available at http://caritascollegeedu.ca/policy/.
1.3 “Consent Form” means the Consent Form filled out and submitted by Licensee, and accepted by Licensor, for Licensee’s purchase of the licence for the Software granted under this Agreement.
1.4 “Harmful Code” means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software,
firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data 3 Processed thereby; or (b) prevent Licensee or any authorized Person from accessing or using the Software. Harmful Code does not include any Licensor Disabling Device.
1.5 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.6 “Licensor Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Licensor or its designee to disable Licensee’s or any other Person’s access to or use of the Software automatically with the passage of time or under the positive control of Licensor or its designee.
1.7 “Loss” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
1.8 “Person” means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.
1.9 “Personal Information” any information that relates to an individual person and identifies or can be used to identify, locate or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual, including, but not limited to (a) first and last name; (b) home or other physical address, including street name and name of city or town and/or province or territory; (c) email address or other online information, such as a user name and password; (d) telephone number; (e) government-issued identification or other number; (f) financial or payment card account number; (g) date of birth; and (h) any information that is combined with any of (a) through (g) above.
1.10 “Process” means to take any action or perform any operation or set of operations that the Hosted Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy, and “Processing” and “Processed” have correlative meanings.
1.11 “Software” means: (a) the software programs for which Licensee is purchasing or obtaining a licence, as expressly set forth in the Consent Form, together with any maintenance releases; and (b) software, applications, technology, technical data or products of Licensor or any Third Party that Licensor provides on-site and/or remote access to, and 4 use of, and all new versions, updates, revisions, improvements and modifications of the foregoing.
1.12 “Term” has the meaning set forth in Section 9.
1.13 “Third Party” means any Person other than Licensee or Licensor.
1.14 “Update” has the meaning set forth in Section 6.2. 2. Licence Grant and Scope. Subject to and conditional on Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable, limited licence during the Term to use the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement.
This licence grants Licensee the right to:
2.1 Use and run, access and download the Software in accordance with this Agreement and the Documentation, solely as set forth in the Documentation for the sole purpose of teaching, learning and/or examination on the professional education program contained in and forming part or all of the Software.
2.2 Any permitted download of the Software, as may be provided for in the Documentation from time to time, shall be limited to one (1) copy and use thereof in accordance with the requirements provided for in such Documentation, and solely in support of its licensed use of the Software in accordance herewith. All copies of the Documentation and Software made by Licensee: (a) will be the exclusive property of Licensor; (b) will be subject to the terms and conditions of this Agreement; and (c) must include all trademark, copyright, patent and other Intellectual Property Rights notices contained in the original.
3.Third-Party Materials. The Software includes software, content, data or other materials,including related documentation, that are owned by Persons other than Licensor and that areprovided to Licensee on licensee terms that are in addition to and/or different from thosecontained in this Agreement (“Third-Party Licences”). A list of all materials, if any, included inthe Software and provided under Third-Party Licences can be found in the Documentation, andthe applicable Third-party Licences are accessible via links therefrom. Licensee is bound by andshall comply with all Third-Party Licences. Any breach by Licensee of any Third-Party Licence isalso a breach of this Agreement.
4.Use Restrictions.
4.1 Licensee must at all times be enrolled in and remain a registered student or an authorized personnel of an educational institution or college that requires access to all or part of the Software for the sole purpose of teaching, learning and/or examination on the professional education program contained in and forming part or all of the Software, provided Licensee has not revoked consent as set forth on the Consent Form.
4.2 Licensee shall not directly or indirectly:
(a)use (including make any copies of) the Software or Documentation beyond the scopeof the licence granted under Section 2;
(b)provide any other Person, including any subcontractor, independent contractor,affiliate, or service provider of Licensee, with access to or use of the Software orDocumentation;
(c)copy or download or create derivative works or improvements of the Software, inwhole or in part without prior written consent of Licensor;
(d)modify, translate, adapt or otherwise create derivative works or improvements,whether or not patentable, of the Software or Documentation or any part thereof;
(e)combine the Software or any part thereof with, or incorporate the Software or anypart thereof in, any other programs;
(f)reverse engineer, disassemble, decompile, decode or otherwise attempt to derive orgain access to the source code of the Software or any part thereof;
(g)remove, delete, efface, alter, obscure, translate, combine, supplement or otherwisechange any trademarks or any copyright, trademark, patent or other intellectual propertyor proprietary rights notices provided on or with the Software of Documentation, anyterms of the Documentation, warranties, disclaimers, or Intellectual Property Rights,notices, marks or serial numbers on or relating to any copy of the Software orDocumentation;
(h)access or use the Software or Documents, or any part thereof, in any manner or forany purpose that infringes, misappropriates or otherwise violates any IntellectualProperty Right, privacy right or other right of any Person, or other right of any Third Party(including by any unauthorized access to, misappropriation, use, alteration, destructionor disclosure of the data of any other Licensor customer or Subcontractor) or thatviolates any applicable law, rule or regulation;
(i)except as expressly set forth in Section 2.2, copy the Software or Documentation, inwhole or in part;
(j)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwisemake available the Software, or any features or functionality of the Software, to anyThird Party for any reason, whether or not over a network or on a hosted basis, includingin connection with the internet or any web hosting, wide area network (WAN), virtualprivate network (VPN), virtualization, time-sharing, service bureau, software as a service(SaaS), cloud or other technology or service;
(k)bypass or breach any security device or protection used for or contained in theSoftware or Documentation;
(l)damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harmin any manner the Software, Third-Party or Licensor systems or Licensor’s provision ofservices to any Third Party, in whole or in part;
(m) input, upload, transmit or otherwise provide to or through the systems provided by or in connection with the Software, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(n) remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features that may be contained in the Software;
(o) use the Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments, applications, or systems, including:
(i) power generation systems;
(ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems;
(iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and
(iv) military or aerospace applications, weapons systems or environments;
(p) use the Software or Documentation in violation of any law, regulation or rule;
(q) access or use the Software or Documentation in any manner or for any purpose or application not expressly permitted by this Agreement; or
(r) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor’s commercial disadvantage.
5. Responsibility for Use of Software. Licensee is responsible and liable for its use of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by any other Person to whom Licensee provides access to or use of the Software or Documentation, whether directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
6. Maintenance and Support.
6.1 Licensee acknowledges and agrees that Licensor may, in its sole discretion, undertake upgrades, maintenance and support services with respect to the Software from time to time (collectively, “Updates”).
6.2 Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement.
6.3 Licensee acknowledges that Licensor may provide some or all Updates via download from a website designated by Licensor and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. Licensor has no obligation to provide Updates via any other media.
6.4 Notwithstanding anything to the contrary herein, Licensor has no obligation to provide maintenance and support services, including Updates:
(a) for any but the most current or release of the Software;
(b) for any copy of Software for which all previously issued Updates have not been installed;
(c) if Licensee is in breach under this Agreement; or
(d) for any Software that has been modified other than by or with the authorization of Licensor, or that is being used with any hardware, software, configuration or operating system not specified in the Documentation or expressly authorized by Licensor in writing.
6.5 Licensor has no obligation or liability for any loss, alteration, destruction, damage, corruption or recovery of Licensee data.
7. Collection and Use of Information.
7.1 Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, process, collect and store data and information, which may include Personal Information, relating to use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and all security, maintenance and support services connected therewith.
7.2 Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including but not limited to:
(a) use of the Software for its purpose and the performance of this Agreement;
(b) improving the performance of the Software or developing Updates; and
(c) verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software.
8. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under licence, and not sold, to Licensee. Licensee acknowledges and agrees that the Software is the Licensor and/or Third Party proprietary and confidential 8 information. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, by implication, waiver, estoppel or otherwise, other than to use the same in
accordance with the licence granted and subject to all terms, conditions and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall only use the Software in accordance with the limited purpose herein and strictly in compliance with the terms of this Agreement and the Consent Form. Licensee shall best efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor, in any legal action taken by Licensor to enforce its Intellectual Property Rights. Licensee acknowledges that breach or threatened breach of this Section 8 would cause irreparable harm to the Licensor for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the Licensor will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
9.Term and Termination.
9.1 This Agreement and the licence granted hereunder shall remain in effect for the term set forth on the Consent Form or until earlier terminated in accordance with the Consent Form or as set forth herein (the “Term”).
9.2 Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation and certifying same to Licensor.
9.3 Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach:
(i)is incapable of cure; or
(ii)being capable of cure, remains uncured ten (10) days after Licensor provideswritten notice thereof.
9.4 Licensor may terminate this Agreement, effective immediately, if Licensee files an assignment in bankruptcy or has a bankruptcy order made against it under any bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, receiver-manager, monitor or custodian for all or a substantial part of its property.
9.5 Upon expiration or earlier termination of this Agreement, the licence granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of
the Software and Documentation. No expiration or termination shall entitle Licensee to any refund, compensation, damages, or other remedy from Licensor.
9.6 The provisions set forth in the following Sections shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 4 (Use Restrictions), Section 8 (Intellectual Property Rights), this Section 9.6, Section 10 (Warranty), Section 11 9 (Indemnification), Section 12 (Limitation of Liability), Section 13 (Export Regulation) and Section 14 (Miscellaneous).
10. Warranty.
10.1 THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND OR FIT FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE LICENSOR PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Indemnification. Licensee shall indemnify and save harmless Licensor and its officers, directors, employees, agents, subcontractors, successors and assigns (each, including Licensor, a “Licensor Indemnitee”) from and against any and all Losses incurred by the Licensor Indemnitee in connection with any Action or Losses that arise out of or relating to:
(i) use or misuse of the Software and/or Documentation; or
(ii) breach of this Agreement.
12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
12.1 IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR:
(a) ANY:
(i) USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE;
(ii) LOST REVENUES OR PROFITS;
(iii) DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL;
(iv) LOSS OR CORRUPTION OF DATA;
(v) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN;
(vi) FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION;
(vii) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION;
(viii) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION;
(ix) BREACHES IN SYSTEM SECURITY; OR (b) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR UNDER THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES, THAT IS THE SUBJECT OF THE CLAIM.
12.3 THE LIMITATIONS SET FORTH IN SECTION 12.1 AND SECTION 12.2 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
13. Export Regulation. The Software and Documentation may be subject to Canadian export control laws. The Licensee shall not, directly, or indirectly, export, re-export or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Software or Documentation available outside Canada.
14. Miscellaneous.
14.1 This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or related to this Agreement or the licences granted hereunder shall be instituted exclusively in the courts of the Calgary, in the Province of Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
14.2 Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labour disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Licensee equipment, loss and destruction of property or any other circumstances or causes beyond Licensor’s reasonable control.
14.3 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:
(i) when delivered by hand (with written confirmation of receipt);
(ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
(iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or
(iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the Licensee set forth on the Consent Form and to the Licensor as follows:
Caritas College Ltd.
Attention: Marion Coomber
2122 High Country Rise NW
High River,
Alberta T1V OE1
Email: admin@caritascollege-edu.ca
or to such other address as may be designated by a party from time to time in accordance with this Section 14.3.
14.4 This Agreement, together with the Consent Form constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
14.5 Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section
14.5 Licensor may not freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without Licensee’s consent. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.
14.6 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
14.7 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14.8 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
14.9 For purposes of this Agreement,
(a)the words “include,” “includes,” and “including” shall be deemed to be followed by thewords “without limitation”;
(b)the word “or” is not exclusive; and
(c)the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to thisAgreement as a whole.
Unless the context otherwise requires, references herein:
(i)to an agreement, instrument, or other document means such agreement, instrument,or other document as amended, supplemented, and modified from time to time to theextent permitted by the provisions thereof; and
(ii)to a statute means 12 such statute as amended from time to time and includes anysuccessor legislation thereto and any regulations promulgated thereunder.
This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Consent Form referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian dollars.
14.10 The parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules, and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.
14.11 The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
[END OF SOFTWARE END USER LICENCE AGREEMENT]
