LifeLearn Sofie™ - End User License Agreement

 

LifeLearn Sofie - End User License Agreement

 

License

  1. Under this End User License Agreement (the "Agreement"), LifeLearn, Inc. (the "LifeLearn") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use the LifeLearn Sofie™ an internet based application, as modified and amended by LifeLearn from time to time, including any related printed, electronic and online documentation (the "Software"), an Internet-based application for use by licensed veterinary practices.

 

 

  1. Title, copyright, intellectual property rights, and distribution rights of the Software remain exclusively with LifeLearn and any third party publishers contracted by LifeLearn. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

 

  1. The Software may be used by one veterinary practice location with as many users as selected in the registration process, up to fifty (50) users. Software use for practices with multiple locations and or with greater than 50 users must request a custom License from LifeLearn.

 

  1. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

 

  1. The Licensee shall not copy, market, distribute, export, translate, transmit, merge, reverse engineer, modify, transfer, adapt, loan, rent, lease, assign, share, sub-license or make available to any unauthorized user the  

 

  1. This License limits the use of Software for information purposes only and is up to the professional using the Software to apply their discretion and knowledge when acting on the information displayed.

 

  1. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

 

License Fee

 

  1. The original one-time subscription fee paid by the Licensee will constitute the entire license fee for the duration of 2015, and is the full consideration for this Agreement. Ongoing monthly fees will commence in January 2016, whereby the Licensee and LifeLearn will mutually agree upon the payment dates and amounts based on number of veterinarians and or users per practice. Failure to agree to the monthly fee will result in the termination of this Agreement.

 

Limitation of Liability

  1. The Software is provided by LifeLearn and accepted by the Licensee "as is." Liability of LifeLearn will be limited to a maximum of the original purchase price of the Software. LifeLearn will not be liable for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
  2. LifeLearn makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
  3. LifeLearn does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

  1. LifeLearn warrants and represents that it is the copyright holder of the Software. LifeLearn warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright, or applicable statute.

 

Compliance with Law and Acceptable Use Policy

  1. The Licensee agrees that the Software will be used only for lawful purposes and in accordance with this Agreement. The Licensee will comply at all times with all applicable laws and regulations. The Licensee acknowledges the information it and its users transmit and receive complies with all applicable laws and regulations. The Licensee acknowledges that it will ensure any information transmitted is not deemed by LifeLearn to be defamatory, indecent, obscene or of a menacing character or harassing nature or causes distress or inconvenience financial or otherwise. 

 

 

 

Acceptance and Privacy

  1. All terms, conditions, and obligations of this Agreement are deemed to be accepted by the Licensee ("Acceptance") on registration and payment of the initial setup fee or monthly fee of the Software.
  2. Upon Acceptacnce, the Licensee hereby consents to the collection and processing of all information transmitted in respect of the use of the Software in accordance with LifeLearn’s privacy policy.  Any non-personal information transmitted using the Software is deemed to be non-confidential and non-proprietary.  LifeLearn may use in perpetuity any information so transmitted for publication, broadcast and development of other products and services, without any compensation, acknowledgement or other considerations to the Licensee.

Term

  1. The term of this agreement begins upon Acceptance of this Agreement and continues until terminated in accordance with the provisions herein.

Termination

  1. Either party shall have the right to terminate the Agreement if the other party has breached any material provision of the Agreement, and such material default or breach, if capable of being remedied, continues unremedied for a period of thirty (30) days after written notice to the defaulting party. This Agreement terminates automatically if the Licensee becomes insolvent, files a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, the Licensee consents to any involuntary petition in bankruptcy or if a receiving order is given against the Licensee under any bankruptcy law, or an order, judgment or decree is entered by any court of competent jurisdiction, upon the application of a creditor, receiver, trustee or liquidator of all or a substantial part of the Licensee’s assets, and the same has not been discharged or terminated without prejudice to LifeLearn’s rights under this Agreement within thirty (30) calendar days. Upon termination, the Licensee shall cease use of the  of the Software. 

 

Force Majeure

  1. LifeLearn will be free of liability to the Licensee where LifeLearn is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where LifeLearn has taken any and all appropriate action to mitigate such an event.

 

Governing Law

  1. The Parties to this Agreement submit to the jurisdiction of the courts of the province of Ontario, country of Canada, for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the province of Ontario.

 

Miscellaneous

  1. LifeLearn may from time to time, with or without notice, amend, modify or supplement this Agreement. It is the Licensor’s responsibility and obligation to regularly review the terms of this Agreement for any revisions. 
  2. This Agreement does not create or imply any relationship in agency or partnership between LifeLearn and the Licensee.
  3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  4. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired, or invalidated as a result.
  5. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations, which may have been made by any party to this Agreement, may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon LifeLearn's successors and assigns.

Notices

  1. All notices to LifeLearn under this Agreement are to be provided at the following address:


Lifelearn Inc.
367 Watson Road West Unit 9,

Guelph, ON N1H 7K9

Canada

 

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