License Agreement
Business continuity toolkit
This license agreement is applicable for both paid and the free versions of the Business Continuity Toolkit.
Non-Exclusive Licence Agreement. This license agreement (the “Agreement”) between Akrogoniaios Technologies Corp. (the “Licensor”), a corporation duly organized and existing under the laws of Canada, and you or the entity you represent (“You”) sets out the terms and conditions governing your purchase and use of the Toolkit (defined below). By purchasing, using, and/or downloading the Toolkits, you indicate that You have read this Agreement, understand it, and agree to be bound by its terms and conditions. You also represent that You have reached the age of majority and are therefore legally able to enter into contracts. This Agreement takes effect on the earliest of the first date upon which you purchase, use, and/or download a Toolkit (the “Effective Date”).
Definitions.
“Documentation” means technical documentation, user manuals, and other written materials related to the Toolkit (for example, logic manuals, flow charts, and principles of operation).
“Enhancements” means any updates, corrections, or other modifications to the documents in the Toolkit that the Licensor makes available to You, but for certainty does not include any customizations.
“Intellectual Property Rights” includes (A) all proprietary rights anywhere in the world provided under (i) patent law; (ii) copyright law; (iii) trademark law; (iv) design patent or industrial design law; law; or (v) any other statutory provision or common law principle applicable to this Agreement or the Toolkits or any deliverables which may provide a right in either (a) ideas, formulae, algorithms, concepts, inventions or know-how generally, including trade secret law; or (b) the expression or use of such ideas, formulae algorithms, concepts, inventions or know-how; and (B) all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
“Toolkits” means any intellectual property, legal materials, documents, web pages, software, products, web links, email, information, or any other materials termed as “Toolkit” and provided by or previously provided by the Licensor to You, including but not limited to publications and implementation toolkits on technology, cybersecurity and business continuity to the individuals, organizations and service providers.
Payment. You may access redacted Toolkits at no charge, but to be granted full access to download the unredacted Toolkits and Services further described in Section 5 below, you must pay the applicable displayed price of the Toolkit (the “License Fee”) using the Licensor’s payment providers on the Licensor’s website. In addition to the License Fee, You shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value-added, goods and services, and other applicable taxes, federal, provincial, state, or otherwise, including duty, however-designated, which are levied or imposed upon our provision of the Toolkit to you in accordance with Your applicable government laws. Sometimes, the licensor may provide a free version of the Toolkit without any warranty, support, or other add-on services supplied with the paid version of this Toolkit. The free version, when provided, is for single personal use or to implement for your organization located in one single physical location and building. You must give a review of the Toolkit within 30 days from the date You downloaded it from the Site.
Grant of Licence. In consideration for Your payment of the Licence Fee, the Licensor grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to download, access and/or use the unredacted Toolkit for your personal, single commercial use. You may make a reasonable number of backup or archive copies of the Toolkit without additional charge, provided that You otherwise comply with the terms and conditions of this Agreement.
Training and Customer Support.
Training is not part of the package, and not covered by this licensing agreement, except for the educational materials included in the Toolkit.
The Licensor shall provide You with the following services for one (1) year from your date of the purchase of the Toolkit (“Services”):
customer support through email; and
full access to download any unredacted enhancements of your Toolkit;
review of the select documents You have prepared using the Toolkits, according to the package You have purchased.
The Licensor reserves the right to change or discontinue any of the Services. You will be notified of any material changes or discontinuation of the Services. The Services may require the Licensor to gather certain information from you pertaining to Your business, and such information may be transmitted over the internet. By using the Services of the Licensor, You consent to such gathering and transmission of information by the Licensor for the purposes set out in this Section. This information, which may include, but is not limited to, Your name, Your company, Your job function, Your email, and Your business processes. This information is automatically processed and stored in a secure database and will not be used by the Licensor for any purposes other than providing You with the Services and ensuring that Your usage of the Toolkit is in compliance with the terms and conditions of this Agreement and the requirements of applicable laws and regulations.
Ownership. The Licensor is the sole and exclusive copyright owner of the rights, title, and interest in the Toolkit (including Enhancements) and Documentation, including all Intellectual Property Rights therein. You acknowledge and agree that the Toolkit is licensed to You in accordance with the terms and conditions of this Agreement. Except for the limited rights granted in this Agreement, all rights are reserved by the Licensor. By using, purchasing and/or downloading the Toolkit, You do not acquire any rights, title, or ownership interests of any kind whatsoever, either express or implied in or to the Toolkit (including Enhancements) and Documentation other than the Licence.
Your Obligations and Restrictions. You agree that You may not use the Toolkit in any manner or for any purpose other than as expressly permitted by this Agreement and in particular You shall:
not rent, lease, redistribute, resell, or sublicense the Toolkit to any other person or entity, alone or in combination with other software or files, without a separate written license from the Licensor;
ensure that the Toolkits are used only in compliance with this Agreement;
to use the Toolkit in a manner or for the purposes other than which the Toolkit was designed and/or expressly permitted by this Agreement;
not permit anyone other than yourself or any of your employees, directors, officers, or agents, to use of the Toolkit;
not transmit an electronic copy of the Toolkit to anyone other than yourself and the team designated to manage business continuity for your organization;
use the Toolkit only for Your own personal or internal business purposes; and
follow the Licensor’s instructions on the proper usage of the Toolkit.
Modification of Licence. The Licensor may modify the terms of this Agreement at any time without notice. Any additional or modified terms will be effective upon being posted on the Licensor’s website. It is your responsibility to review the Agreement periodically on the website. Your continued use of the Toolkit constitutes your acceptance of the modified or additional terms.
Disclaimer. The Toolkit and the Services are provided “as is”, without warranty of any kind, either statutory, express, or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. The Licensor gives no warranty that the Toolkit will be suitable for Your particular business needs or be error-free.
Indemnity. You agree to indemnify and hold harmless the Licensor together with its directors, officers, agents, employees, and affiliates, from and against all liability, causes of action, claims, costs, and expenses arising out of, or resulting from, your use, download, and access of the Toolkit. You shall be responsible and liable for any and all non-compliance with this Agreement by You or by any person or entity who obtains access to the Toolkit through You.
Limitation of Liability. In no event shall the Licensor, its directors, officers, agents, employees, or affiliates be liable to You for lost revenue, lost profits, penalties, fines, charges, fees, charges, or any direct, indirect, special, consequential, or exemplary damages arising out of or related to the Services, or Your use, misuse, non-compliance, or inability to use the Toolkit, even if the Licensor has been advised of the possibility of such damages. This limitation of liability shall apply to any claim or cause of action whatsoever whether such claim or cause of action is based on contract, tort, strict liability, or other theory. Your exclusive remedy will be to receive from the Licensor payment for actual and direct damages to a maximum aggregate amount of the License Fees paid or owing to the Licensor for the Toolkit.
No Waiver. No provision of this Agreement shall be deemed to be waived by the Licensor unless such waiver is in writing and signed by the Licensor. No failure by the Licensor to exercise and no delay by the Licensor in exercising any right or remedy under this Agreement will be deemed to be a waiver by the Licensor of that right or remedy. No waiver by the Licensor of any breach by You of this Agreement shall be deemed to be a waiver of any subsequent breach by You of that provision.
Severability. If any court of competent jurisdiction holds that any provision in this Agreement is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.
Entire Agreement. This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersede and cancel any and all prior or contemporaneous discussions, negotiations, arrangements, and agreements between them, express or implied, oral or written, with respect to such subject matter hereof.
Amendment. No modification, amendment, supplement to, or waiver of this Agreement, Exhibit or Schedule, or any of their provisions, will be binding upon the parties unless made in writing and duly signed by both parties.
Assignment by the Licensor. In the event of a sale, transfer, or assignment by the Licensor of this Agreement, to the extent that the purchaser or assignee will assume the covenants and obligations of the Licensor under this Agreement, the Licensor will, without a further agreement, be freed and relieved of all liability with respect to such covenants and obligations. The Licensor will have the right to assign or subcontract out any of its obligations under this Agreement provided that the Licensor will continue to be liable for the fulfillment of such obligations.
Assignment by You. You shall not make any assignment of this Agreement or of any rights or interest in this Agreement.