End User License Agreement (EULA)
This End-User License Agreement for Wisdom Software Inc. ("EULA") is a legal
agreement by and between "YOU" (either an individual or a single legal entity)
and Wisdom Software Inc. ("Wisdom-soft") for the Wisdom-soft software product(s)
("SOFTWARE PRODUCT") delivered with this EULA, which includes the computer
software and all of the contents of the files, CD-ROM(s) or other media
with which this EULA is provided, including any printed materials, and online or
electronic documentation. By installing, copying, downloading, accessing or
otherwise using the SOFTWARE PRODUCT, YOU agree to be bound by the terms of this
EULA. If YOU do not agree to the terms of this EULA, YOU are not authorized to,
and YOU shall not, download, install or use the SOFTWARE PRODUCT.
"COMPUTER" means (i) a single electronic device, with one or more central
processing units (CPUs), that accepts information in digital or similar form and
manipulates the information for a specific result based on a program, or (ii) a software implementation of such a device (or so-called
The software is licensed, not sold. Under this agreement, Wisdom-soft grant YOU the right
to install and run one instance of the software on your COMPUTER so long as YOU
comply with all the terms of this agreement.
YOU may make one copy of the SOFTWARE PRODUCT media in machine readable or
printed form and solely for backup purposes. Wisdom-soft retains ownership of
all User created copies.
YOU may permanently transfer all of your rights under this EULA (except if your
rights are in an Evaluation Version), provided YOU retain no copies, YOU
transfer all copies of the SOFTWARE PRODUCT (including all component parts, the
media and printed materials, any prior versions, and this EULA), and the
recipient agrees to be subject to the terms of this EULA. Upon the occurrence of
such a transfer, your rights under this EULA terminate immediately.
4. OWNERSHIP OF YOUR CONTENT
YOU retain all rights and ownership of your content. We do not claim any
ownership rights to your content.
Wisdom-soft reserves all rights (such as rights under intellectual property
laws) not expressly granted in this agreement. This license does not give YOU
any right to, and YOU may not:
(1) YOU may not sell, rent, share, license, lease or lend the SOFTWARE PRODUCT,
or any copy, modification, or merged portion thereof, to
another company or person. Any such unauthorized action will result in
automatic and immediate termination of the license.
(2) YOU may not, and YOU may not authorize anyone else to, decompile,
disassemble, or otherwise reverse engineer the SOFTWARE PRODUCT.
(3) YOU may not, and YOU may not authorize anyone else to, circumvent any
license mechanism in the SOFTWARE PRODUCT.
6. MULTI-LICENSE OR SITE LICENSE
If the License Identification identifies the license type as "Multi-license" or
"Site License", then licensee may install copies of the specific release of the
SOFTWARE PRODUCT and permit access to such SOFTWARE PRODUCT on multiple
COMPUTERs, on a networked basis, solely by licensee's personnel, solely for
licensee's internal business needs, only so long as the maximum number of
installations does not exceed the permitted number.
7. AUTHORIZATION AND ACTIVATION
YOU are authorized to use this software only if YOU are properly licensed and
the SOFTWARE PRODUCT has been properly activated with a genuine product key or by other
authorized method. Obtaining or upgrading from non-genuine software does not make your original version or the updated/upgraded version genuine, and in
that situation, YOU do not have a license to use the software.
When YOU connect to the Internet while using the software,
the software may automatically contact Wisdom-soft or its affiliate to confirm
the software is genuine and the license is associated with the licensed
COMPUTER. YOU can also activate the software manually by Internet or telephone.
During activation the software may determine that the installed instance of the
software is counterfeit, improperly licensed or includes unauthorized changes.
YOU may also receive reminders to obtain a proper license for the software.
For evaluation (or test or demonstration) use, YOU may not transfer the software,
use it in a live operating environment, or use it after the evaluation period.
This License Agreement shall terminate upon your breach of any term contained
herein. Upon termination, YOU shall immediately stop using and destroy all
copies of the SOFTWARE PRODUCT.
10. APPLICABLE LAW
This Agreement is governed by the laws of CANADA. This
Agreement sets forth all rights for the user of the SOFTWARE PRODUCT and is the
entire agreement between the parties. This Agreement supersedes any other
communications with respect to the SOFTWARE PRODUCT. This Agreement may not be
modified except by a written addendum issued by a duly authorized representative
of Wisdom-soft. No provision hereof shall be deemed waived unless such waiver
shall be in writing and signed by Wisdom-soft or a duly authorized
representative of Wisdom-soft. If any provision of this Agreement is held
invalid, the remainder of this Agreement shall continue in full force and
11. DISCLAIMER OF WARRANTIES
THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USER BEARS ALL RISK
RELATING TO THE USE OF THE SOFTWARE.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL WISDOM-SOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION,
FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE
TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE,
AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY
WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN
CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF
WARRANTY OF WISDOM-SOFT OR ANY SUPPLIER, AND EVEN IF WISDOM-SOFT OR ANY SUPPLIER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. ENTIRE AGREEMENT
This EULA (including any addendum or amendment to this EULA which is included
with the SOFTWARE PRODUCT) is the entire agreement between YOU and Wisdom-soft
relating to the SOFTWARE PRODUCT and the support services (if any) and they
supersede all prior or contemporaneous oral or written communications, proposals
and representations with respect to the SOFTWARE PRODUCT or any other subject
matter covered by this EULA. To the extent the terms of any Wisdom-soft policies
or programs for support services conflict with the terms of this EULA, the terms
of this EULA shall control.