This Agreement sets forth the terms and
conditions for licensing of the Software from Alventis Corporation
("Alventis") to you.
Installing and/or using the Software indicates that you have read this
Agreement, and understand and accept its terms and conditions. Do not
use the Software until you have carefully read this Agreement.
Software is defined as the Alventis computer program or programs, together
with accompanying materials and documentation.
Alventis does not transfer title to the Software to you. The Software
is licensed, not sold. Alventis retains sole and exclusive ownership of
all right, title and interest in and to the Software and all intellectual
property rights relating thereto. All rights not expressly granted hereunder
are reserved by Alventis.
If you obtained a trial version
of the Software, you are granted a limited non-exclusive license
to use a copy of the trial version of the Software for up to
30 calendar days ("Trial Period")
on one computer. You may purchase the right to use the full version
of the Software, which will be governed by this Agreement as
set out below.
The trial version of the Software may be freely distributed, provided
Such distribution includes
only the unmodified original installation package supplied
by Alventis. You may not alter, delete or add any files in
the installation package or modify the Software in any way.
The limited trial nature of the
trial version of the Software is not misrepresented.
No money is charged to the person
receiving the Software, beyond reasonable cost of packaging
and other overhead.
You provide prior email or written
notice to Alventis that you are distributing the trial version
of the Software. If the Software is being distributed with
other media or software, Alventis's prior written approval
is required. From time to time, you may be required to report
to Alventis the number of distributed units of the Software.
By your use of the trial version of the software you understand and agree
that after the expiration of the Trial Period, you may not be able to
continue to access and/or use the Software or any data you have entered
into such Software unless you purchase the appropriate full version of
Full License. If you purchased a full, single-user license of the Software,
you are granted a limited non-exclusive license to use the Software on
one computer. You may make one backup copy of the Software solely for
the purpose of reinstalling the Software, if needed, on the same computer.
The Software is protected by copyright, including, without
limitation, by Canadian copyright law, international treaty provisions,
and applicable laws in the country in which it is being used. The Software
contains Alventis trade secrets. You may not decompile, reverse engineer,
disassemble, or otherwise reduce the Software to human-perceivable form,
or disable any functionality which limits the use of the Software. You
may not modify, adapt, translate, rent, sublicense, assign, loan, resell,
or distribute the Software (other than as explicitly permitted by this
Agreement), or create derivative works based upon the Software or any
This Agreement may be terminated by Alventis immediately
and without notice if you fail to comply with any term or condition of
this Agreement. Such failure to comply will make available to Alventis
other legal remedies. Upon such termination, you must immediately destroy
all copies of the Software, including all backup copies. The Intellectual
Property Rights, Limited Warranty, Disclaimer and Limitation of Liability
provisions set out in this Agreement shall continue in force even after
any termination, but this will not imply or create any continued right
to use the Software after the termination of this Agreement. Alventis
reserves the right to discontinue all support for the Software, and/or
for any features or content accessible through the Software. This
Agreement may only be modified by a writing signed by an authorized officer
Disclaimer of Warranties. The Software and any related
content accessible through the Software are provided "as-is".
Alventis disclaims all other representations and warranties, express
or implied, whether by law, statute, usage of trade, course of dealing
or otherwise, regarding the Software, related materials and content,
including, without limitation, any warranties of fitness for a particular
purpose, security, merchantable quality, satisfactory quality, merchantability,
Alventis does not warrant that the Software or any related content are
free from defects, bugs, viruses, errors, or other program limitations,
nor does Alventis warrant access to any service, content or data through
the Software or continued access to the trial version of the Software
or to the data entered into the trial version of the Software after the
expiration of the specified Trial Period.
Alventis and its Representatives (as defined below) cannot and do not
warrant the performance or results you may obtain by using the Software.
The entire risk as to the results and performance of the Software is assumed
by you. You are solely responsible for ensuring that your use of the Software
and any related content is in accordance with applicable law.
Limitation of Liability and Damages. You hereby agree
to indemnify, hold harmless, and defend Alventis and its employees, subsidiaries,
agents, affiliates, licensors, participating financial institutions,
third-party content or service providers, distributors, dealers or suppliers
against any and all claims, proceedings, demands, and costs resulting
from or in any way connected with your use of the Software. Alventis is
also not responsible for claims by a third party. The entire liability
of Alventis for any reason shall be limited to either the amount paid
by you for the Software, or its current price, whichever is smaller. In
no event will Alventis and its Representatives be liable for any indirect,
special, incidental, consequential, or punitive damages (including, but
not limited to: damages for loss of business, loss of profits or investment,
loss of use, loss of information or data, or the like), in connection
with or arising out of or related to this Agreement, the Software, or
the use or inability to use the Software or the furnishing, performance
or use of any other matters hereunder whether based on breach of contract,
breach of warranty, tort (including negligence), product liability or
otherwise, even if Alventis or its Representatives have been advised of
the possibility of such damages, and even if a remedy set forth herein
is found to have failed of its essential purpose. The foregoing limitations
and exclusions apply to the extent permitted by applicable law in your
jurisdiction. The limitations of damages set forth above are fundamental
elements of the basis of the bargain between Alventis and you. Alventis
would not be able to have provided the Software or services without such
General Provisions. This Agreement sets forth Alventis's and its Representatives'
entire liability and your exclusive remedy with respect to the Software.
You acknowledge that this Agreement is a complete statement of the agreement
between you and Alventis with respect to the Software, and that there
are no other prior or contemporaneous understandings, promises, representations,
or descriptions with respect to the Software. This Agreement may be entered
into in any number of counterparts which, when taken together, will constitute
This Agreement does not limit any rights that Alventis
may have under trade secret, copyright, patent, trademark or other laws.
The Representatives of Alventis are not authorized to make modifications
to this Agreement, or to make any additional representations, commitments,
or warranties binding on Alventis. Accordingly, such additional statements
are not binding on Alventis and you should not rely upon such statements.
If any provision of this Agreement is invalid or unenforceable under
applicable law, then it is, to that extent, deemed omitted, and the remaining
provisions will continue in full force and effect. The validity and performance
of this Agreement shall be governed by the laws of the Province of Québec
and the laws of Canada applicable therein. You hereby irrevocably attorn
and submit to the non-exclusive jurisdiction of the courts of Province
of Québec, Canada, and any competent Courts of Appeal therefrom.
This Agreement specifically excludes (i) that body of law applicable to
choice of law, and (ii) the United Nations Convention on Contracts for
the International Sale of Goods and any legislation implementing such
Convention, if otherwise applicable. This Agreement is deemed entered
into at Montréal, Québec, Canada, and shall be construed
as to its fair meaning and not strictly for or against either party. You
agree that this Agreement and all documents contemplated hereby be drawn
up in English. Vous consentez à ce que cette entente et tous autres
documents envisagés par les présentes soient rédigés
U.S. Government Restricted Rights.
The Software is a "commercial
item" as that term is defined at 48 C.F.R. 2.101 (JAN 1998), consisting
of "commercial computer software" and "commercial computer
software documentation", as such terms are used in 48 C.F.R. 12.212
(SEPT 1995), and is provided to the U.S. Government only as a commercial
end item. U.S. Government end users acquire the Software with only those
rights set forth herein consistent with: (i) for acquisition by or on
behalf of civilian agencies, the terms set forth in 48 C.F.R. 12.212 (SEPT
1995); or (ii) for acquisition by or on behalf of units of the Department
of Defense, the terms set forth in 48 C.F.R. 227.7202. Manufacturer is
Alventis Corporation / 1001 rue Hyman, Suite 207
(Québec) H9B 1M3 / Canada.
Captions. Captions contained in this Agreement are inserted as a matter
of convenience or for reference, do not constitute a part of this Agreement,
and in no way define, limit, extend, or describe the scope of this Agreement
or intent of any provision therein.
Alventis, Alventis Database, Alventis Designer, the stylized "AV" Alventis
logo, UniGrid, InstaSearch, InfoView, MatchBar, Button Workshop, Double
Vision, among others, are trademarks or registered trademarks of Alventis
Corporation in Canada, the United States, and other countries. Other parties'
trademarks or service marks are the property of their respective owners.
Copyright © 2002-2007 Alventis Corporation. All rights
As of 2007-09-01