Welcome to Smartbox Software inc. This page explains the terms by which you may use our Product (as defined below). By clicking the “Accept” button in the installer, or otherwise accessing or using our Product, you signify that you have read, understood, and agree to be bound by this End User License Agreement (“Agreement”).
For purposes of this Agreement “you” shall mean either you as an individual or the business, government entity or entities on whose behalf you are accepting this Agreement and who is afforded all rights and bound by all terms under the Agreement. You represent that you are authorized to accept these terms and conditions. If you do not agree to be bound by this Agreement in its entirety, please click the “Decline” button in the installer and do not attempt to use any of the products accompanying this Agreement.
This Agreement relates to Project Scheduling Smart Assistant, a Smartbox Software inc., (“Licensor”) product (the “Product”) composed of software (the “Software”) and related explanatory materials (“Documentation”) that are proprietary to Licensor and/or its licensor(s). The terms “Software” and “Documentation” also include any modified versions or updates of the Software and Documentation, respectively, to which you may be granted access under this Agreement.
LICENSE GRANT. Subject to the provisions of this Agreement, Licensor grants you a non-exclusive, non-transferable, non-sublicensable license to install and run the Software in object code format on a CPU owned or controlled by you (for personal and professional use both inside and outside of an enterprise) and use the Software for the purpose and in the manner it was intended by Licensor. By using the Software you represent and warrant that you have the legal capacity to enter into this Agreement and that you are equal to or older than the minimum age required by your jurisdiction to enter into contracts without parental consent.
RESTRICTIONS. Except as expressly set forth in this Agreement, you may not do any of the following, nor permit any third party to do any of the following: (a) use, reproduce, modify or prepare derivative works of any portion of the Product or incorporate any portion of the Product into any other product; (b) transfer, encumber, sublicense, disclose, rent, lease, offer for timesharing or distribute any portion of the Product; or (c) remove, obscure, deface or fail to reproduce in any copy any copyright, trademark or other proprietary rights notice contained in any part of the Product. In addition, you will not do any of the following, nor permit any third party to do any of the following, to any portion of the Software: reverse engineer, decompile, disassemble or otherwise attempt to determine the source code, ideas, algorithms or structure underlying any of the Software, except to the extent that you are permitted by applicable law to reverse engineer the Software despite the foregoing restriction. In the event that you are permitted by applicable law to reverse engineer any portion of the Software for the purpose of achieving interoperability with other software despite the foregoing restriction, you shall provide written notice of your intent to reverse engineer the Software and, if permitted by applicable law, you shall provide Licensor a reasonable opportunity to supply, in Licensor’s discretion, such information with respect to the Software as may be required to achieve such interoperability. In the event that Licensor supplies such information, you shall not reverse engineer the Software unless permitted to do so by applicable law despite the requirements of this section.
CONFIDENTIALITY. You acknowledge and agree that the Product contains proprietary and confidential information, as well as trade secrets, of Licensor and/or its licensors. Accordingly, you will not distribute or disclose any portion of the Product to any third party, except for independent contractors providing services to you in connection with activities that are expressly permitted by this Agreement; provided, however, that each such independent contractor must have entered into a written contract with you that is at least as protective of Licensor’s and its licensors’ proprietary rights and trade secrets as this Agreement. You will be liable for any use or disclosure made by any such independent contractor of any part of the Product as if you had made the same use or disclosure.
TERMINATION. Without prejudice to any other rights that may be available to it, Licensor may terminate this Agreement if you breach any provision of this Agreement at any time. Upon termination, all licenses hereunder will terminate and you shall immediately cease all access to and use of the Product. The limitations of liability, restrictions, disclaimers, proprietary rights sections immediately below, general provisions of the last section below, and confidentiality provisions of this Agreement will survive any termination hereof.
PROPRIETARY RIGHTS. Except for the limited licenses expressly set forth in this Agreement, all right, title and interest in and to the Product and all portions thereof shall remain with Licensor and/or its licensor(s). You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Licensor’s or its licensors’ ownership of or rights with respect to the Product.
DISCLAIMER OF WARRANTY. THE PRODUCT AND ALL PORTIONS THEREOF ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THEY ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE, NON-INTERFERING OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. WITHOUT LIMITING THE FOREGOING DISCLAIMER, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL PERFORM AS INDICATED IN THE DOCUMENTATION OR AS OTHERWISE STATED BY LICENSOR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND AS PARTIAL CONSIDERATION FOR BEING GRANTED THE LICENSES HEREUNDER YOU AGREE TO BE BOUND BY THIS DISCLAIMER AND THE LIMITATIONS OF LIABILITY BELOW NOTWITHSTANDING THE FAILURE OF ANY REMEDY HEREUNDER OF ITS ESSENTIAL PURPOSE. IN CERTAIN CIRCUMSTANCES, SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES OR GOODWILL, WORK STOPPAGE, LOSS OF DATA, INACCURACIES, COMPUTER FAILURE OR MALFUNCTION, EVEN IF YOU ARE ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE PRODUCT SHALL NOT EXCEED IN THE AGGREGATE ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL PART OF THIS AGREEMENT AND LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU IN WHOLE OR IN PART.
MODIFICATION. Except with respect to payment obligations as provided below in “FEES”, Licensor reserves the right to change or modify the Product, any Premium Product, any of the terms and conditions contained in this Agreement, or any policy governing the Product or Premium Product, at any time, by posting the new Agreement. You are responsible for regularly reviewing any updates to this Agreement. Any changes or modifications to this Agreement will become binding after your continued use of the Product or Premium Product after such terms have been updated by Licensor.
FEES. Licensor reserves the right to offer alternative and/or additional Products (“Premium Products”) for fees. You acknowledge that Licensor may charge a fee for the use of any Premium Product or any of the Products, provided that Licensor notifies you of any such fee that applies before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. For the avoidance of doubt, your use of Project Scheduling Smart Assistant, other than with respect to Premium Products, does not require the payment of a subscription fee.
COMPLIANCE WITH LAWS. You agree to comply with all applicable laws and regulations, domestic and foreign, with respect to the Product, including without limitation those related to export and import controls.
GENERAL. This Agreement shall be governed by applicable laws of the Province of Quebec, Canada excluding any conflict of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of the Quebec Provincial courts located in Montreal, PQ in connection with any dispute arising out of or in connection with this Agreement or its subject matter, and the parties irrevocably waive any right that they may have to assert that any such court lacks jurisdiction or that such forum is not convenient. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee’s convenience only. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. Licensee may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any rights or obligations hereunder. Any such purported transfer or assignment will be void. Subject to the foregoing sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended or modified only by a writing signed by both parties.