This Master Subscription Agreement (the “Agreement”) contains the terms and conditions upon which Computer Methods International Corp., an Ontario corporation (“Licensor”), grants to You (“Licensee”), a limited term license to use the Hikuu Construction Cloud Accounting System and/or CMiC xProjects Project Management System (“the Program”). Please read this Agreement carefully. By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO CMiC THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.
DEFINITIONS
"We," "Us" or "Our" refers to “Licensor” and "You" or "Your" refers to the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity (“Licensee”).
“Order Form” means an ordering document specifying the Products or Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Services” means the products and services that are ordered by You under a free trial or an Order Form and made available online by Us.
SECTION 1: LICENSE GRANT; THIRD-PARTY AUTHORIZATION
. 1.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable, limited license (without the right to grant sub-licenses) to utilize the Program for the number of users specified on the applicable Order Form, subject to the terms and conditions of this Agreement and applicable Order Form.
. 1.2 If Licensee registers on our website for a free trial, we will make one or more Services available to Licensee on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Licensee registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Licensee for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR LICENSEE, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. LICENSEE CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL.
DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the User Guide during the trial period so that you become familiar with the features and functions of the Services before you make your purchase.
SECTION 2: LIMITED USE; PROPRIETARY RIGHTS
. 2.1. This Agreement conveys to Licensee a license to utilize the Program during the Term, fully revocable in accordance with the provisions of this Agreement. Except for the limited license granted via purchase, Licensee does not receive and shall not assert any right, title, or interest in or to the Program.
. 2.3. Licensor claims and reserves to itself and its licensors all rights and benefits in the Program afforded under applicable US, Canadian and international copyright laws and conventions.
. 2.4. Licensee shall devote its best efforts, consistent with the practices and procedures under which it protects its own most valuable proprietary information and materials, to protect the Program against any unauthorized or unlawful use.
SECTION 3: TERM OF AGREEMENT; TERMINATION
. 3.1. This Agreement commences on the date Licensee first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
. 3.2. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 30 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
. 3.3. Sections 2.3 and 2.4 shall survive termination or expiration of this Agreement shall remain binding upon the parties in perpetuity.
SECTION 4: NO WARRANTIES
. 4.1. LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
. 4.2. In no event shall Licensor be liable to Licensee or any third party for any loss of profits, business interruption, or loss of business information; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Licensee, even if Licensor has been advised of the possibility of such damages.
SECTION 5: CONFIDENTIALITY
Except for disclosure to responsible employees and professional advisors on a confidential and as-necessary basis in order to fulfill the purpose of this Agreement, Licensee shall not disclose to any third party any of Licensor’s proprietary information, including, without limitation, the Program.
SECTION 6: NOTICES
Any notice due or to be given hereunder to Licensor shall be in writing by U.S. or Canadian mail or commercial delivery service such as Federal Express and delivered to Licensor at 4850 Keele Street, Toronto, Ontario, Canada, M3J 3K1.
SECTION 7: MISCELLANEOUS
. 7.1. The obligations of this Agreement are personal to Licensee. Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Licensor.
. 7.2. This Agreement shall be governed in accordance with the laws of the Province of Ontario. Any dispute arising out of this Agreement shall be finally and exclusively settled in the provincial or federal courts located in Ontario, Canada.
. 7.3. This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof, and may only be amended by a writing executed by both parties.
. 7.4 This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
. 7.5. The use of the singular herein includes the plural and vice versa; the use of the neuter includes the masculine and the feminine.
. 7.6. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed or construed to confer any rights of third-party beneficiary on any person.