PrivaLearn License and support agreement

READ THIS LICENSE AND SUPPORT AGREEMENT CAREFULLY BEFORE PURCHASING LICENSES TO, OR ACCESSING AND USING THE LICENSED PRODUCT. CLICKING “I AGREE” CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED HEREIN WITHOUT MODIFICATION.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT PURCHASE LICENSES TO THE LICENSED PRODUCT.

 

This License and Support Agreement (the Agreement), effective as of the date you accept the terms hereof, is entered into between 1241535 Ontario Inc., operating as PrivaTech Consulting (Licensor) and the Licensee. The parties agree as follows:

1.  DEFINITIONS

Content means any and all images, animation, text, sound recordings and other copyright-protected content contained in the Licensed Product and provided by Licensor.

Licensee means the business or other entity together with the Users for whom licenses to the Licensed Product are purchased.

Updates  means, if applicable, any update or new version of the Licensed Product delivered to Licensee pursuant to the Support Services.

Licensed Product means PrivaTech’s privacy e-learning course hosted on its SCORM Cloud account.

User means either the Licensee (if Licensee is an individual) or any of the Licensee’s employees or contractors who are authorized by the Licensee to use the Licensed Product. The Licensee agrees to be responsible for the acts and omissions of its Users.

2.  LICENSE

2.1 Licensed Products. Subject to all terms and conditions in this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, license to have Users access and use the Licensed Product without modification.

2.2 One-Time Use. The License provided by this Agreement is for a User to view the Licensed Product from beginning to end and participate in the required interaction with as many breaks as the User chooses. Upon completion, the User is no longer authorized to access or use the Licensed Product.

2.3 Expiry. Licenses expire on December 31, 2015. Users need not be identified at the time of purchasing Licenses in bulk but must be identified before the expiry date so invitations to participate can be issued accordingly and the course completed prior to December 31. 2015.

2.3 Limitations. The Licensed Product may only be used for the Licensee’s internal business purposes, but not by more than the number of authorized Users for which all fees have been paid by or on behalf of the Licensee. No copies of the Licensed Product may be made and invitations to use the Licensed Product as sent to Users by the Licensor must not be shared or distributed.

2.4 License Control. The Licensee acknowledges that the Licensed Product may contain code that detects or prevents unauthorized use of the Licensed Product, and the Licensee agrees not to circumvent or disable such code.

2.5 Payments. The Licensee shall pay (or cause to be paid to) the Licensor any and all license fees for use of the Licensed Product, in the amounts indicated by the Licensor during the purchase process.

3.  SUPPORT SERVICES

3.1 Support. The Licensor will use commercially reasonable efforts to provide the Licensee with support as required in order to address any difficulties that a User may experience in relation to his/her use of the Licensed Product.

3.2 Updates. The Licensor may from time to time refresh, upgrade or modify the Licensed Product, and any such Updates shall be uploaded to PrivaTech’s SCORM Cloud account for all future use of the Licensed Product.

4.  CONFIDENTIALITY

4.1 Licensor’s Scope. The term Confidential Information means all trade secrets, know-how, software and other financial, business or technical information of the Licensor or any of its partners that is disclosed by the Licensor in relation to this Agreement, but does not including any information Licensee can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the Licensor, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. The Licensed Product is the Licensor’s Confidential Information.

4.2 Licensee’s Scope. The e-mail addresses of the Users as provided to the Licensor, course start and completion dates, the length of time taken to complete the e-learning, as well as any other metrics made available by SCORM Cloud to the Licensor about the Licensee’s usage of the Licensed Product is the Licensee’s Confidential Information, and must only be shared with the Licensee.

4.3 Confidentiality. The parties shall not use or disclose any Confidential Information of the other party without prior written consent or as permitted in the context of this Agreement.

5.  PROPRIETARY RIGHTS

5.1 Restrictions. The Licensee shall not (a) use any Content to create any software or documentation that is similar to the  Licensed Product, (b) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms of the Licensed Product, (c) encumber, lease, rent, loan, sublicense, transfer or distribute the Licensed Product, (d) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify the Licensed Product, (e) use the Licensed Product for any purpose other than educating Users on privacy best practice, (f) permit any third party to engage in any of the foregoing proscribed acts.

5.2 No Implied License. Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and the Licensor shall retain all right, title and interest in and to the Licensed Product (and all copyright, trademark rights, and all other intellectual property and proprietary rights embodied therein).

5.3 Markings. The Licensee shall not alter, obscure or remove any trademark, copyright notice or other proprietary or legal notice displayed by or contained in the Licensed Product.

6.  WARRANTY DISCLAIMERS

THE LICENSED PRODUCT AND THE LICENSOR’S SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCT OR SUPPORT SERVICES WILL MEET LICENSEE’S EXPECTATIONS OR REQUIREMENTS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. THE LICENSOR IS NOT RESONSIBLE FOR INTERNET CONNECTIVITY PROBLEMS, NETWORK MALFUNCTION, COMPUTER EQUIPMENT FAILURES OR TRAFFIC CONGESTION ON THE INTERNET THAT MAY INTERFERE WITH USE OF THE LICENSED PRODUCT.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSOR HEREBY DISCLAIMS (FOR ITSELF AND ITS PARTNERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED PRODUCT AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

7.  LIMITATION OF LIABILITY

THE LICENSEE AGREES THAT THE LICENSOR DOES NOT MAKE ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY USE OF THE LICENSED PRODUCT BY THE USER.  IN NO EVENT SHALL THE LICENSOR  BE HELD LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR EXPENSES OF ANY TYPE (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR LOST BUSINESS) ARISING OUT OF USE OF THE LICENSED PRODUCT, WHETHER SUCH DAMAGES OR EXPENSES ARISE OUT OF A PRIVACY BREACH, BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), OR TORT OR ON ANY OTHER STATUTORY OR COMMON LAW BASIS, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.  TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the date it is first accepted, and continue in effect until terminated as provided herein.

8.2 Termination. Either party may terminate this Agreement at any time upon any material breach of this Agreement.

8.3 Effects of Termination. Upon termination of this Agreement for any reason, all rights, obligations and licenses shall cease, except that (a) all outstanding payment or refund obligations (for unused licenses) shall survive any termination, (b) Users shall no longer access or use the Licensed Product, and (c) the provisions of Sections 2.3 (Limitations), 4 (Confidentiality), 5 (Proprietary Rights), 6 (Warranty Disclaimers), 7 (Limitation of Liability) and 10 (General Provisions) shall survive.

9.  GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement.

9.2 Severability. In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the parties agree that the remaining portions of this Agreement shall remain in full force and effect.

9.3 Independent Contractors. The parties to this Agreement shall be independent contractors, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

9.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario without reference to conflict of law principles and each party shall attorn to the courts in the City of Toronto, Province of Ontario, Canada for any such dispute.

9.5 Notices and Contact. The Licensee agrees that the Licensor may provide notices, including those regarding changes to this Agreement, by e-mail. Any questions or concerns about this Agreement or the practices of the Licensor should be directed to info@privatech.ca

 

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