Terms of Service

IMPORTANT - READ CAREFULLY: This Service and Software License Agreement ("Agreement") is a legal agreement between you (if you are not installing the software in the course of such employment or engagement), or the company, partnership or other entity that you are employed or engaged by (if you are installing the software in the course of your employment or engagement) (“you”) and Infotriever, Inc. and its successor entity or entities ("Infotriever") for the services offered by Infotriever ("Services") and the object code version of the software identified above, which includes, any updates, upgrades, revisions or new releases of the software - and any associated media, sample code, materials or documentation, in physical or electronic form ("Software"). For the purposes of this agreement, any individual with the Software or who uses the Services shall be called an “End User”. Before using the Services or installing, copying or using the Software, please carefully review the terms and conditions set out below. By checking the box beside "I accept the terms of the End-User License Agreement" on Step 1 of 2 of the Infotriever setup, using the Services, copying or using the Software in any manner, you acknowledge that you have read the terms and conditions of this Agreement, that you understand and agree to be bound by the terms and conditions of this Agreement, and that where you are installing the software in the course of your employment or engagement you have all necessary right and authority to bind the company, partnership or other entity that you are employed or engaged by. If you do not agree to be bound by the terms and conditions of this Agreement or do not have such right and authority, you may not use the Services or install, copy or otherwise use the Software. Should you have any questions concerning this Agreement, please contact Infotriever at service@infotriever.com. The Software is licensed and not sold.

TERMS AND CONDITIONS

1. LICENSE GRANT AND LIMITATIONS. Infotriever grants you the following rights:

(a) Services and Software. Subject to the terms and conditions of this Agreement, Infotriever grants to you a non-exclusive, non-transferable license (i) to use the Services for your sole and personal, non-commercial benefit; (ii) to copy and make available the Software to your employees for their sole and personal non-commercial benefit, provided that any such copies include any trademarks, copyright or other intellectual property notices contained in the Software or any component of the Software, and (ii) to store, load, install, execute, display and use the Software for your sole and personal benefit and the sole and personal benefit of the End Users.

(b) Restrictions. Except as expressly provided in this Agreement, and except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, you may not and shall not permit any person or entity to: (i) copy the Software or any component of the Software; (ii) alter, translate, adapt, modify, reverse engineer, decompile or disassemble the Software or any component of the Software; (iii) decrypt, extract or otherwise attempt to discover any source code, trade secrets or confidential information contained in the Software or any component of the Software; or (iv) transfer, resell, sublicense, rent, lease, or lend the Software, in whole or in part or use the Software for any timesharing, outsourcing, rental or third party service bureau purposes, commercial or otherwise.

You acquire absolutely no rights or licenses to the Services or the Software other than the limited right to use the Services and the Software in accordance with the terms and conditions of this Agreement. All other use is strictly prohibited.

2. CONFORMANCE WITH LAW. You agree to use the Services and the Software for lawful purposes only and in a manner consistent with all applicable local, provincial, state, national or international laws, rules and regulations.

3. CONFIDENTIALITY. The Software embodies confidential information and valuable trade secrets of Infotriever and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of Infotriever and its business, including the Software, and not to release, disclose or divulge any such or proprietary confidential information. You will take all reasonable steps to ensure that confidential or proprietary information of Infotriever and its business is not disclosed or distributed in violation of the terms of this Agreement.

4. PRIVACY & SECURITY. The information provided to us to create Infotriever accounts, as well as certain other information, is subject to Infotriever's Privacy Policy (www.infotriever.com/privacy.asp). In addition, please be aware that because of the insecure nature of the Internet, privacy in communications cannot be guaranteed. While reasonable commercial efforts to include security features in the Service to protect the identities and the information transmitted using the Service have been taken by Infotriever, the associated risks must be considered before transmitting confidential, personal or other information with the Service. Infotriever may at times send emails to one or more email addresses provided by you or End Users to Infotriever as a part of creating an Infotriever account or other associated Infotriever Services. All email communications from Infotriever will include an opt-out link that, when clicked, will discontinue future emails of that nature.

5. COPYRIGHT AND TRADEMARKS. The Services and the Software are proprietary to Infotriever and its licensors. The Software is protected by copyright and other intellectual property laws. All right, title and interest, including all copyright and other intellectual property rights, in and to the Services, the Software, and any copies of the Software are owned by Infotriever or its licensors. All rights not expressly granted in this Agreement are reserved to Infotriever. Nothing in this Agreement shall be construed as a license to use any trademark, trade-name, design mark, logo, emblem or other distinctive mark, whether registered or not, of Infotriever or its licensors (collectively, the "Marks") and you acknowledge that you acquire no right, title or interest in or to any of the Marks and you shall not in any manner represent that you have any ownership interest in the Marks or dispute or contest for any reason whatsoever, directly or indirectly, the validity of the ownership of the Marks, nor directly or indirectly attempt to dilute the value of the goodwill attached to the Marks, nor counsel anyone to do any of the foregoing during or after the termination of this Agreement. You will not remove or change any trademark, copyright or other intellectual property notices contained in the Software or any component of the Software.

6. DISCLAIMER AND LIMITATION OF LIABILITY. (a) NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, AND INFOTRIEVER AND ITS LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY OR THAT THE SERVICES AND THE SOFTWARE ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES, ARE ACCURATE, OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED OR THAT THE SERVICES AND THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION. THE USE OR PERFORMANCE OF THE SERVICES OR THE SOFTWARE IS AT YOUR OWN RISK AND AT THE RISK OF ANY END-USERS. (b) LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOU ARE RECEIVING THE SERVICES AND THE SOFTWARE UNDER THIS AGREEMENT FREE OF CHARGE AND ACCORDINGLY INFOTRIEVER, AND ITS LICENSORS WILL HAVE NO LIABILITY EITHER TO YOU OR ANY END-USER FOR DAMAGES, COSTS OR OTHER CLAIMS RELATING TO THE SERVICES AND THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INFOTRIEVER OR ITS LICENSORS BE LIABLE FOR: (i) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (ii) DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT, THE USE OF THE SERVICES OR THE SOFTWARE, THE ABILITY OR INABILITY OF THE SERVICES OR THE SOFTWARE TO ACCESS OR BE USED TOGETHER OR WITH ANY OTHER SOFTWARE OR ANY ELECTRONIC DEVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, INCLUDING SUPPORT SERVICES FOR THE SOFTWARE, EVEN IF INFOTRIEVER, AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INFOTRIEVER AND ITS LICENSORS ARISING IN ANY MANNER UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $1.00. SOME JURISDICTIONS DO NOT ALLOW OR PLACE LIMITATIONS UPON THE EXCLUSION OR LIMITATION OF LIABILITY AND, ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. (c) SCOPE OF LIMITATION AND DISCLAIMER. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS, STRICT LIABILITY, BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM, PRODUCT LIABILITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADE-MARK OR OTHER INTELLECTUAL PROPERTY RIGHT.

7. TERM AND TERMINATION. This Agreement is effective from the earlier of the date you click "Accept", use the Services or install, copy or use the Software, and continues in full force and effect until terminated, as provided below. This Agreement will terminate immediately if you fail to comply with any term or condition of this Agreement. Termination of this Agreement will not prevent Infotriever from pursuing any other remedies available to it, including injunctive relief. Upon termination you agree to destroy all copies of the Software and related documentation.

8. OFFICIAL LANGUAGE. The official language of this Agreement is English. It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Il est la volonté expresse des parties que cette convention et tous les documents s'y rattachant soient rédigés et signés en anglais.

9. EXPORT RESTRICTIONS. In additions to the restrictions set out in Section 1(b) of this agreement, you agree that you will not, directly or indirectly, export or transmit or permit the export or transmission of the Software or related documentation and technical data to any country to which such export or transmission is restricted by any applicable law or regulation. You agree to indemnify, defend and hold harmless Infotriever, its officers, directors and employees, from and against any losses, damages and expenses (including lawyers' fees) arising out of or relating to any claims that you or your End Users have, directly or indirectly, exported or transmitted the Software in violation of any applicable export restrictions.

10. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19. Manufacturer is Infotriever, Inc.

11. MISCELLANEOUS. This Agreement constitutes the entire Agreement between Infotriever and you. Provisions of this Agreement that by their nature continue after termination, including sections 3,4 & 5, will survive termination of this Agreement. The invalidity or unenforceability of any provision of this Agreement or any covenant contained in this Agreement will not affect the validity or enforceability of any other provision or covenant contained in this Agreement and any such invalid or unenforceable provision or covenant will be deemed to be severable. This Agreement will be governed by, and construed in accordance with, the laws of Province of Ontario and the laws of Canada applicable in the Province of Ontario and the parties irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. You agree that this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You may not assign this agreement or otherwise transfer the benefit of this agreement or a right or remedy under it, without the prior written consent of Infotriever.