PLEASE REVIEW THIS AGREEMENT AND ACCEPT
THE TERMS BELOW BEFORE USING Customer Portal
Canada Auto Experts Corp. Software License Agreement
This Software End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Canada Auto Experts Corp. ("Canada Auto Experts Corp"). This Agreement governs your use of the Canada Auto Experts Corp Software.
The Canada Auto Experts Corp Software is licensed, not sold, to you. This License is granted because there is an existing valid and active agreement for the provision and use of the Canada Auto Experts Corp Software between your employer and Canada Auto Experts Corp ("Canada Auto Experts Corp Agreement").
BY CLICKING THE "AGREE/ACCEPT" BUTTON, YOU
(A) AKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
(B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NO ACCESS THE CANADA AUTO EXPERTS CORP SOFTWARE.
1. LICENSE GRANT. Subject to the terms of this Agreement, Canada Auto Experts Corp grants you a single use, limited, non-exclusive, and non-transferable license to:
a. Create a single login identity for the use on multiple computers or other Internet enabled device strictly in accordance with the Canada Auto Experts Corp Software's documentation;
b. Download, install, and use the Mobile Application for your use on a multiple mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Canada Auto Experts Corp Software's documentation; and
c. Access and use the Content and Services (as defined in the applicable Order Form) made available in or otherwise accessible through the Canada Auto Experts Corp Software or websites, strictly in accordance with this Agreement.
2. LICENSE RESTRICTIONS. Licensee shall not:
a. Copy the Canada Auto Experts Corp Software, except as expressly permitted by this license;
b. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Canada Auto Experts Corp Software;
c. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
d. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Canada Auto Experts Corp Software, including any copy thereof; or
e. Rent, lease, lend, sublicense, assign, distribute, publish, transfer, or otherwise make available the Canada Auto Experts Corp Software, or any features or functionality of the Application, to any third party for any reason, including by making the Canada Auto Experts Corp Software available on a network where it is capable of being accessed by more than one device at any time.
3. RESERVATION OF RIGHTS. You acknowledge and agree that the Canada Auto Experts Corp Software is provided under license, and not sold to you. You do not acquire any ownership interest in the Canada Auto Experts Corp Software under this Agreement, or any other rights thereto other than to use the Canada Auto Experts Corp Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Canada Auto Experts Corp reserves and shall retain its entire right, title and interest in and to the Canada Auto Experts Corp Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. TERMINATION. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Canada Auto Experts Corp if: (a) you fail to comply with any term(s) of this License, or (b) the Canada Auto Experts Corp Agreement creating the right for this License is terminated. Termination of this Agreement will not limit any of Canada Auto Experts Corp's rights or remedies at law or in equity.
5. UPDATES, UPGRADES AND SUPPLEMENTS. From time to time, Canada Auto Experts Corp may, in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also (i) contain materially new features not included in the Canada Auto Experts Corp Agreement (ii) may be priced and offered separately as optional additions to the Canada Auto Experts Corp Software and (iii) are not a part of this License unless there is a Canada Auto Experts Corp Agreement or Addendum to an existing, valid Canada Auto Experts Corp Agreement which covers the new or additional features.
6. THIRD-PARTY MATERIALS. The Canada Auto Experts Corp Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) ("Third-Party Materials"). You acknowledge and agree that Canada Auto Experts Corp is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Canada Auto Experts Corp does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third-parties' terms and conditions.
7. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CANADA AUTO EXPERTS CORP SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CANADA AUTO EXPERTS CORP SOFTWARE IS PROVIDED "AS IS," WTH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CANADA AUTO EXPERTS CORP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CANADA AUTO EXPERTS CORP SOFTWARE, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. CANADA AUTO EXPERTS CORP DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CANADA AUTO EXPERTS CORP SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE CANADA AUTO EXPERTS CORP SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CANADA AUTO EXPERTS CORP SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE CANADA AUTO EXPERTS CORP SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CANADA AUTO EXPERTS CORP OR A CANADA AUTO EXPERTS CORP AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CANADA AUTO EXPERTS CORP SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
8. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CANADA AUTO EXPERTS CORP BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE OR AN INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CANADA AUTO EXPERTS CORP SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CANADA AUTO EXPERTS CORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Canada Auto Experts Corp's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The forgoing limitations will apply even if the above stated remedy fails of its essential purpose.
9. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Canada Auto Experts Corp and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, action, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney's fees, arising from or relating to your use or misuse of the Canada Auto Experts Corp Software or your breach of this Agreement, including but not limited to the content you submit or make available through the Canada Auto Experts Corp Software.
10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta Canada. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Canada Auto Experts Corp Software shall be instituted exclusively in the federal courts of Canada or the courts of the Province of Alberta in each case located in Calgary, Alberta. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
11. SEVERABILITY. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue if full force and effect.
12. COMPLETE AGREEMENT; GOVERNING LANGUAGE. This License constitutes the entire agreement between you and Canada Auto Experts Corp with respect to the use of the Canada Auto Experts Corp Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by an officer of Canada Auto Experts Corp
