End User License Agreement
This END USER LICENSE AGREEMENT (“EULA”) is entered into by and between Canada's Best Apps, a British Columbia, Canada corporation (the “Company”, “we”, “us”, and “our”) and you (whether a single individual or entity) making use of the Company’s mobile software application with which this EULA is included or associated (“you”).
Please read the following important terms and conditions of this EULA regarding use of a single copy of the Company’s mobile software application (the “App”). This EULA governs your access to and use of the App with which this EULA is included or associated (including any subsequent updates to the App).
By downloading, installing or making any use of the App, you represent and warrant that: (i) you have read and understand the terms of this EULA; (ii) you are of legal age in the jurisdiction where you are normally resident; (iii) you agree to be bound by all the terms of this EULA; (iv) you are not ordinarily resident in a country which is subject to a United States embargo or that has been designated by the United States government as a “terrorist supporting” country; and (v) you are not listed on any United States government list of prohibited or restricted parties. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, OR DO NOT HAVE THE AUTHORITY TO AGREE TO ANYTHING IN THIS EULA ON BEHALF OF YOUR ORGANIZATION, DO NOT DOWNLOAD, INSTALL OR MAKE ANY USE OF THE SOFTWARE.
The App is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and international treaties. The App is licensed to you pursuant to the terms of this EULA, and is not sold.
1. Changes to this EULA. We reserve the right to change this EULA or any of the terms
hereof from time to time without notice to you in our sole discretion. The most current version of this EULA can be reviewed by clicking on the “License” hypertext link located either at www.canadasbestapps.com/legal or in the Help/About menu item installed with the App on your mobile device. If you do not agree with any version of this EULA in effect at the time, you will have the right to terminate the agreement constituted by your initial acceptance to be bound by this EULA by ceasing to use and uninstalling the App from your mobile device. Your continued use of the App indicates your agreement to be bound by all of this EULA as amended by us from time to time.
2. Grant of License.
(a) Subject to your continued compliance with the terms of this EULA, the Company hereby grants you (whether a single individual or entity) a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download and install one (1) copy of the App on a single mobile smart phone or tablet device (the “Device”) running a version of the AndroidTM operating system or iOSTM operating system identified by the Company on an online store or app store run by the Company or an authorized third party and from which the App is available for download (each an “App Store”) as the minimum version required for the App, for personal, non-commercial purposes (the “License”). The License is limited for use only by an individual user for a period commencing on the date of download or installation (whichever is earlier). Upon the expiration or other termination of this EULA, the License will immediately and automatically cease and you shall cease using the App.
(b) The App shall only be used on a Device running at all times the version of the AndroidTM operating system or iOSTM operating system identified by the Company as the minimum version required for the App to run unless and except where the Company may, in its sole and absolute discretion, provide any future update to the App to adapt the App to a newer version of the AndroidTM operating system or iOSTM operating system.
(c) Without prejudice to any of the Company’s rights, this EULA shall terminate automatically if you fail to comply with any of the terms of this EULA. In such event, you shall immediately delete or uninstall the App and any copies thereof, and delete or destroy any related materials provided by the Company.
(d) Upon termination of this EULA for any reason, all rights, privileges, and licenses granted to you hereunder shall forthwith terminate. The Company shall not be liable to you, or any third party, for damages of any sort resulting from the termination of this EULA in accordance with its terms.
3. No Integration. You must not copy or integrate the App with any other software or service.
4. Ownership of Software App. The App is licensed, not sold, to you only for your use in accordance with the terms of this EULA. The Company and its licensors, suppliers and/or affiliates retain all right, title, and interest relating to or embodied in the App including all content therein and all copyrights and related intellectual property rights relating thereto. Except for the limited License granted pursuant to section 2(a) of this EULA, nothing in this EULA shall be construed as conferring any licenses or other rights under the intellectual property or other proprietary rights of the Company and its licensors, suppliers, affiliates or any third party. In addition, the Company reserves the right to disable the App once the License is terminated under this EULA.
5. Ownership, Copyright and Trademarks.
(a) All right, title and interest in and to the App (including, but not limited to, any and all images, photographs, animations, video, audio, music, text, applets, source code and any other computer readable code incorporated into the App), all copies of the App and any associated intellectual property rights therein, are owned by the Company and its licensors, suppliers and/or affiliates and are protected by copyright and other intellectual property laws, international treaty provisions and other applicable national laws of the country in which it is being used. The structure, organization and code of the App are the valuable trade secrets and confidential information of the Company and/or its licensors, suppliers and affiliates.
(b) All graphics, logos, domain names, trademarks and trade names relating to the App
(collectively, the “Marks”) are the property of the Company, its licensors and/or affiliates and the Company and its licensors, suppliers and/or affiliates retain all rights, title and interest, including all intellectual property rights, in and to the Marks. You are prohibited from using any of the Marks.
(c) You shall not remove, modify or alter any of the Company’s (or any third party’s) copyright, trademark or other proprietary rights notices from any part of the App, including, without limitation, any such notices contained in or on the electronic and/or physical (if any) media or documentation or contained in or dynamically or otherwise created by the App. Any copies which you are permitted to make pursuant to this EULA must contain the same copyright and other proprietary notices that appear on the original App.
6. Functions and Modifications. The Company reserves the right to enhance, modify, or discontinue any aspect of or functionality of the App, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the App, in whole or in part, at any time, for any reason, or for no reason at all, at our sole discretion, with or without notice to you.
7. Restrictions. Use of our App by you, is subject to all applicable local, provincial, federal, and international laws and regulations. Without limitation, the Company reserves the right to terminate your License and use of the App immediately and without notice if you do not comply with all of the terms of this EULA. Specifically, you agree that you shall not:
(a) modify, translate, use, reproduce, copy, or transfer the right to use the App, except to the extent expressly permitted in this EULA;
(b) resell, sublicense, rent, lease or lend the App to any party whatsoever;
(c) decompile, disassemble, modify, reverse engineer, translate, attempt to do any of the foregoing, or otherwise attempt to learn the source code of the App;
(d) disable or circumvent, or attempt to disable or circumvent, any access control or related code, device, process or procedure related to the App; or
(e) use the App in any manner that is in violation of this EULA or in violation of any applicable laws in the jurisdiction in which you use the App, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
9. As Is, Where Is. Your use of the App is at your own risk. You understand and agree that the App is provided to you on an "AS IS, WHERE IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted by law, the Company and its licensors, affiliates and suppliers hereby DISCLAIM ANY REPRESENTATION, WARRANTY, GUARANTEE OR ASSURANCE, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, OF ACCURACY, OF AVAILABILITY OR COMPATIBILITY, OF WORKMANLIKE
EFFORT OR OF NON-NEGLIGENT PERFORMANCE, OR WARRANTIES ARISING BY COURSE OF DEALING
OR CUSTOM OF TRADE. THE COMPANY AND ITS SUPPLIERS, LICENSORS AND AFFILIATES DO NOT
VERIFY, WARRANT AND/OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF
ANY INFORMATION, TEXT, DATA, GRAPHICS, DIRECTIONS, RATINGS, GEOGRAPHIC INFORMATION,
LINKS OR OTHER ITEMS CONTAINED WITHIN THE APP, AND THE COMPANY OFFERS NO WARRANTY
OR ASSURANCE THAT INFORMATION PROVIDED THROUGH THE APP IS ACCURATE AND/OR
COMPLETE. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR MOBILE DEVICE, COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE APP. WE MAKE NO WARRANTY THAT THE USE OF THE APP WILL MEET YOUR
REQUIREMENTS OR BE SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH USE OF THE APP WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY MADE IN THIS EULA.
10. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
INDEPENDENT OF, SEVERABLE FROM AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER
ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS EULA, IN NO EVENT WILL THE COMPANY OR
ANY OF ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS,
CONTRATORS AND/OR LICENSORS BE LIABLE TO YOU (INCLUDING LIABILITY TO PERSON OR
PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS
CLAIMED BY YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM
OR RELATED TO THE USE OF THE APP, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH
OF ANY DUTY), STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE FOR ANY DAMAGES,
CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE,
EXEMPLARY, OR INCIDENTAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, REGARDLESS
OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT AND EVEN IF THE COMPANY
HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING
LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER
REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY
OF THE COMPANY AND ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES, AGENTS, CONTRATORS AND/OR LICENSORS UNDER THIS EULA AND IN CONNECTION
WITH YOUR USE AND OPERATION OF THE APP WILL BE LIMITED TO THE AMOUNT PAID FOR THE APP,
IF ANY, AND IF NO AMOUNT IS PAID FOR THE APP, THEN THE AGGREGATE LIABILITY OF THE
COMPANY AND ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
AGENTS, CONTRATORS AND/OR LICENSORS UNDER THIS EULA SHALL BE LIMITED TO ONE (1) CANADIAN DOLLAR. Some jurisdictions do not allow the disclaimer of certain warranties or the exclusion or limitation of liability, so the limitations above may not apply to you.
11. Waiver and Severability. Our failure of to enforce any right or provision of this EULA will not be deemed a waiver of such right or provision. A waiver, consent or approval of any act of yours by the Company shall not be deemed to waive or render unnecessary consent to or approval of any other subsequent act of yours. The provisions of this EULA, whether or not contained in the same section, are independent and separable. In the event that any provision of this EULA is held to be invalid or unenforceable under the laws of the jurisdiction where enforcement is sought, or to the extent that the validity, legality, or enforceability of any limitations on and disclaimers of liability are affected by local consumer protection legislation, the remaining provisions of this EULA will remain in full force and effect.
13. Exclusion of Convention. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of any transaction which may result from the terms of this EULA or this EULA and the same is strictly excluded from this EULA.
14. Interpretation. The headings to, and the division of this EULA into Sections, Subsections, Paragraphs, and Subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of this EULA. Unless the context otherwise requires, a reference to a Section, Subsection, Paragraph, Subparagraph or Schedule by number or letter is a reference to the appropriate Section, Subsection, Paragraph, Subparagraph or Schedule in this EULA. In this EULA, the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a corporate entity; and the conjunction “or” will be understood in its inclusive sense (and/or). Any rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this EULA. Any reference to “agree”, “agrees”, “represent”, “represents”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in this EULA, shall refer in all cases to your acceptance of this EULA through downloading, installing, or making use of the App in accordance with this EULA.
15. Governing Law. This EULA will be governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of British Columbia and the federal laws of Canada applicable therein as if made and performed by and between parties situate in such province and without regard to any conflict of laws doctrine or principle.
17. Legal Proceedings. If the Company and you are unable to resolve a Dispute by the mediation procedures contemplated under Section 16 within 15 days of the appointment of a mediator, or such longer period of time which the Company and you may both agree to, any and all Disputes will be submitted and subject to the jurisdiction of the courts of the Province of British
Columbia, Canada located in Vancouver which will have exclusive jurisdiction in the event of any
Dispute relating to this EULA. The Company and you irrevocably submit to the jurisdiction of such courts to finally adjudicate or determine any claim, action, or proceedings arising out of or in connection with this EULA. You hereby waive (a) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason; and (b) any statutory or other right pursuant to the laws of the jurisdiction in which you are ordinarily resident to have a claim, action, or proceeding relating to this EULA adjudicated or resolved in that jurisdiction.
18. Appointment of Mediator and Arbitrator. Any mediator will be appointed, pursuant to Section 16, by agreement between the parties or, in default of agreement, such mediator will be appointed by a Judge of the Supreme Court of British Columbia sitting in the Courts of Vancouver, upon the application of either the Company or you.
19. Authority to Bind. If you are entering this EULA on behalf of a company, you warrant that you have authority to do so.
20. Independent Parties. The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture or agency relationship between parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.
21. Assignment. Neither this EULA nor any of your rights hereunder may be assigned, transferred or conveyed, by operation of law or otherwise. The Company may assign its rights under this EULA, in whole or in part, to any third party provided that any such third party agrees in writing to perform all of the obligations of the Company hereunder.
22. Terms Relevant to Your Device and Software App. If the App is downloaded from Apple Corporation’s iTunes Application Store (the “App Store”), then you also agree to the following terms: (i) Apple Corporation (“Apple”) will have no liability for the App; (ii) using the App is limited to a nontransferable license for use on any iPhone, iPad, or iPod Touch computing device owned or controlled by you in accordance with the App Store’s terms of service; (iii) Apple has no obligation whatsoever to provide you with any technical support, maintenance, or other services for the App; (iv) to the extent permitted by applicable law, Apple has no warranty obligation for the App and the Company will be responsible for any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty set forth in this EULA; (v) Apple will not be liable for any claims relating to the App or your possession or use of the App, including, but not limited to (A) product liability claims, (B) any claim that the App fails to conform to any applicable legal requirement, and (C) consumer protection claims; (vi) Apple will not be liable for any third party claims that the App infringes a third party’s intellectual property rights and the Company will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim; and (vii) Apple and its subsidiaries will be third party beneficiaries of this EULA with respect to the App, and that Apple will have the right to enforce this EULA against you as a third party beneficiary.
If you have any question regarding this End User License Agreement, please contact us by email at email@example.com.