Licensing Agreement

PLEASE READ THIS AGREEMENT CAREFULLY.

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS BETWEEN LADDER SOFTWARE (THE “COMPANY”) AND THE PERSON WHO USES THE SOFTWARE, WHICH ACCOMPANIES THIS AGREEMENT (THE “USER”). THIS AGREEMENT GIVES A USER THE RIGHT TO ACCESS AND USE THE COMPANY’S PRODUCTS AND SERVICES (“PRODUCTS”) PURCHASED FROM THE COMPANY, ITS RESELLERS OR AGENTS PURSUANT TO A PURCHASE AGREEMENT, CONTRACT, SALES ORDER, INVOICE OR SIMILAR DOCUMENT (“PURCHASE CONTRACT”). THE COMPANY IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE COMPANY’S PRODUCTS ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE COMPANY, ITS RESELLERS OR AGENTS, THE FULL PURCHASE PRICE (TO INCLUDE ALL APPLICABLE TAXES AND FEES) FOR USE OF THE LICENSE TO THE PRODUCTS PURCHASED.

[BY CLICKING THE "I AGREE" BUTTON BELOW] AND/OR ACCESSING THE PRODUCTS, THE USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE USER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO.

1. LICENSE

In consideration of the payment of the purchase price for the right to use Company’s Products, and the User’s adherence to all provisions of this Agreement, the Company grants the User a personal, non-exclusive, non-transferable license to access and use the Company’s Products covered hereunder for the sole purpose of accessing the Products purchased under the Purchase Contract.

2. RESTRICTIONS

During the Term of this Agreement, and upon payment of all applicable Subscription Fees, the User may access and use the Services pursuant to and in accordance with the provisions of this Agreement. User may not use, copy, modify, or transfer the Products to others, in whole or in part, except as expressly provided in this Agreement. The Products contains trade secrets of the Company, and the User may not reverse engineer, disassemble, decompile, or translate the Products, or otherwise attempt to derive its source code or the source code through which the Products is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations here under shall terminate this Agreement and be void. The User may not rent, lease, loan, resell, or distribute the Products or any part thereof in any way including, but not limited to, making the Products available to others via shared access, which includes the User’s Username and Password.

3. OWNERSHIP

The Company’s Products are the property of the Company and its licensor(s), if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The Products are licensed, not sold, to the User for use only under the terms of this Agreement, and the Company reserves all rights not expressly granted to the User.

4. TERMINATION

This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Company and a third-party content provider or licensor of all or a part of the Products, the User’s right to access and use the Products may also terminate or expire without prior notice to User. A User may terminate this Agreement at any time by notifying the Company in writing. Upon receipt of notice of termination from the User, the license and the User’s access to the Products shall cease. Upon termination, any refund to which the User may be entitled shall be determined in accordance with the terms of the applicable Purchase Contract.

5. CONTENT MAINTAINED BY THE COMPANY

User acknowledges and understands that: (a) the Company may, from time to time, elect to update the Products, but the Company does not warrant or guarantee that any Products or other information accessed through the Company’s website(s) will be updated at any time during the term of this Agreement; and (b) the Company does not recommend, warrant or guarantee the use or performance of any third-party product or service described in the Products or elsewhere in the Company’s website(s), nor is the Company responsible for malfunction of such products or services due to errors in the Products, the User’s negligence or otherwise. User agrees to seek additional information on any third-party product or service from the respective third party. The User covenants that it will use the Products only for its intended use.

6. CONFIDENTIAL INFORMATION

Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any Confidential Information, of the other party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of the receiving party, (ii) is already lawfully in the receiving party’s possession and not subject to a confidentiality obligation to the disclosing party, (iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena. Furthermore, the User will keep in confidence all passwords and/or other access information related to the Services.

7. LIMITED WARRANTY

The Company warrants that the Products will perform substantially in accordance with the accompanying materials for a period of 30 days from the date of receipt. If an implied warranty or condition is created by your state /jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition. AS TO ANY DEFECTS DISCOVERED AFTER THE 30-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Product, including without limitation, any (if any) updates provided to you after the expiration of the 30 day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

8. WARRANTY DISCLAIMER

The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, the Company and its suppliers provide the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

9. LIMITATION OF LIABILITY

Except as specifically provided herein, neither the Company, its affiliates, resellers, agents, or licensors, if any, shall be liable for any claim, demand or action arising out of, or relating to, the User’s use of the Products or the Company’s performance of (or failure to perform) any obligation under this Agreement or for special, incidental or consequential damages, including, without limitation, damages due to lost revenues or profits, business interruption, or other damages caused by User’s inability to use the Products, even if the Company, its affiliates, resellers, agents, or licensors have been advised of the possibility of such loss or damages, and whether or not such loss or damages is or are foreseeable.

10. EXPORT LAW

The Company’s Products are subject to Canadian export control laws and may be subject to export or import regulations in other countries. In any case, the User will indemnify and hold the Company harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees) arising from, or relating to, any breach by the User of the User’s obligations under this section.

11. GOVERNING LAW, JURISDICTION AND VENUE

This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the Country of Canada as those laws are applied to contracts entered into. Any legal suit, action or proceeding arising out of, or relating to this Agreement, shall be commenced in a federal court in Canada, and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains the right to remove such suit, action or proceeding to federal court to the extent permissible.

12. ATTORNEY FEES

If any legal action or proceeding is brought for the enforcement of this Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred as a result of such legal action or proceeding.

13. WAIVER

No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.

14. ASSIGNMENT

Neither this Agreement nor any of the User’s rights or obligations hereunder may be assigned by the User in whole or in part without the prior written approval of the Company. Any other attempted assignment shall be null and void.

15. SEVERABILITY

If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.

16. SUBSCRIPTION TERMS

  1. All payments are made on a month to month basis and termination of this subscription by the user can happen at any time.
  2. If the subscription is cancelled, there will be no refund for the month paid in advance. Upon cancellation of the subscription, future payments will be terminated immediately, and access to the Product will conclude one month from the last payment date.
  3. Updates made to the Product are published by Ladder Software automatically, and are provided at no extra charge to the User. These updates may include bug fixes and new features.

17. TECHNICAL SUPPORT POLICY

Technical support is included with the monthly subscription and is available by phone and email between the hours of 8:30 am and 5:00 pm from Monday to Friday, except on Canadian statutory holidays.

18. FREE TRIAL POLICY

  1. We collect your basic contact information in order to contact you and provide any necessary support for the duration of your trial, as well as to keep you up-to-date with ongoing activities and promotions related to Sandbox. At no time will we sell or provide your information to any other party, and your data will be kept in strict confidence in accordance with our privacy policy.
  2. Upon completion of the 30 day trial, the software will lockup, and your data will be stored for an additional two month from the trial expiry day. If your trial account is not converted to purchase within the two month period, your account will be deleted, along with any data that you may have entered during your 30 day trial period.

19. COMPLETE AGREEMENT

This Agreement is the complete and exclusive statement of the agreement between the Company and the User with respect to its subject matter, and supersedes and voids any proposal or prior agreement, oral or written, and any other communications between the parties in relation to its subject matter. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of the Company.