License Agreement

This License Agreement (“Agreement”) for Project Success Templates (“Licensed Product”) is a legal Agreement between you individually, if you are agreeing to it in your own capacity, or if you are authorized to acquire the Licensed Product on behalf of your organization or another organization, between the entity for whose benefit you act (“You”), and Stanleigh Marketing Group Limited, doing business as Business Improvement Architect’s (“BIA”).
 

By indicating your acceptance by clicking on the appropriate button after reading this Agreement, or by downloading, installing, activating or using the Licensed Product, you are agreeing to be bound by the terms of this Agreement and will bind You and all of your organizations, employees, contractors, suppliers and agents to the terms of this Agreement. If you have any questions or concerns about the terms of this Agreement please contact Business Improvement Architects at legalinfo@bia.ca.
 

Licensed Product(s)

Project Success Templates (“Templates”)
 

Permitted Uses of Licensed Product

1. “You” means the organization or individual whom you have identified as the primary beneficiary of the Templates on your shopping profile.
    
2. You, (“Licensee”) acknowledge and agree to limit use of the Licensed Products to one user on one personal computer or laptop computer. You may not transfer a Licensed Product to another device without the prior written consent of BIA. The templates have minimum requirements and require third party software, all of which is the end-users responsibility (i.e. computer, operating system, MS Word, Excel, versions thereof).
    
3. You may retain one copy of the Licensed Products for backup purposes provided that the original and copy are kept in your possession and control.
    
4. BIA grants you a non-exclusive, non-assignable right to use the “Licensed Products” to create project management documents solely for your internal use.
    
5. You may not transfer or transmit, in whole or in part, reverse engineer, sublicense, distribute, rent, lease, or loan the BIA Licensed Product to a third party except as expressly allowed under this Agreement.
    
6. You shall comply with all applicable laws or regulations of any applicable jurisdiction. You agree not use any Licensed Products provided to You or any Derivative Works from the Templates created by or for You using such Licensed Products in any manner that: infringes, violates or misappropriates the intellectual property rights of any third party; violates any anti-spamming laws and regulations; or involves or promotes any harmful or illegal activities, including without limitation, any activity that may be considered libellous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or any other basis forbidden by applicable laws.
    
7. You may create works that are based on or include parts of the Licensed Products (“Templates”) by populating the fields but You are not permitted to change formulae or calculations embedded in the fields. These works are “Derivative Works.”
    
8. You may not copy, modify, adapt or reproduce the Licensed Product other than to create Your Derivative Works solely in the form and in the manner permitted in this License Agreement.
    
9. You acknowledge and agree to notify parties to whom you distribute Derived Works from the Licensed Products that they much purchase a license to use the Licensed Products if they wish to modify any of the content of the Licensed Products. They will not require a license if they simply want to “read” the Derived Works from the Licensed Product solely for the licensee’s internal business purposes.
    
10. You acknowledge and agree to maintain accurate and complete records of the number and location of the copies of the Licensed Products and supply such records to BIA immediately upon request.
     
11. You acknowledge and agree that use of the Licensed Products and/or Derivative Works by any third party is strictly for licensee’s own internal project execution and not for sub-licensing purposes of any kind, including but not limited to: sublicensing, distributing, renting, leasing loaning, reverse engineering, teaching, consulting or training. You acknowledge and agree not to distribute the Licensed Products and/or Derivative Works to third parties at all, except to permit such third parties to complete for licensee’s own internal project execution.
     
12. You acknowledge and agree that BIA is under no obligation to provide any upgrade, updates, patches, fixes, etc. or any maintenance or support services related to the Licensed Product. Furthermore, all modifications or improvements, whether prepared by You, BIA or anyone else remains the exclusive property of BIA and subject to this License Agreement, excluding any of the specific data You have inserted or incorporated to produce Derivative Works, which remains yours.
     

Ownership of the Intellectual Property Rights

13. The Licensed Product and Derivative Works and all copies of them, consist of proprietary information developed by BIA. They are and shall remain the exclusive property of BIA. You acknowledge and agree that BIA holds and retains, other than as expressly provided in this License Agreement, all worldwide rights, title and interests, including without limitation, copyright and patent rights, in and to the Licensed Product (including, but not limited to, any derivative works thereof). You acknowledge that BIA is not selling, or otherwise transferring title in the Licensed Products to you and that you agree not to take any action inconsistent with Business Improvement Architect’s interests. All rights not expressly granted to you in this agreement are expressly reserved by BIA.
     
14. You may not sell, distribute, sublicense, lease, hire out, share use of, rent or transmit the Licensed Products or Derivative Works, except as expressly provided in this License Agreement.
     
15. You acknowledge and agree that BIA holds and retains worldwide rights, title and interest in and to the Project Success Templates words and trademarks (“Marks”) and that all use of the Marks by you will inure to the benefit of BIA. You further acknowledge and agree that you will not claim, whether in whole or in part, any rights in the Marks, and will do nothing to impair, in any way the Marks or BIA’s rights in the Marks. You may not use the Marks in any way that is likely to cause confusion, mistake or deception regarding whether BIA sponsors or endorses your Application on or whether your Applications are affiliated, associated or connected with BIA. You may not use the Marks to advertise, sell, market or otherwise distribute any products or services.
     
16. You acknowledge and agree that You will not:
    
    
    1. permit others to modify the Licensed Products or any part of them, except as expressly permitted in the terms of this License Agreement;
        
    2. remove any copyright notices, labels or marks from the Licensed Products;
        
    3. permit others to use the Marks to represent that you are accredited by, or have any type of affiliation or relationship with BIA, other than as a licensee of the Licensed Products.
        
17. You acknowledge and agree to supervise and control the use of the Licensed Products in accordance with the terms of this Agreement. In the event that you fail to supervise and control the use of the Licensed Products in accordance with the terms of this License, You are liable for any breaches by third parties to whom you permit the use of the Licensed Products.

Limited Warranty

18. BIA gives no warranty regarding the outcomes and outputs resulting from your use of the Licensed Products, Derivative Works and the use thereof.
     
19. You acknowledge and agree that except as expressly provided otherwise in a written agreement between BIA and You, the licensed products are provided “as is” and, to the maximum extent permitted by applicable law. BIA disclaims all warranties including without limitation all representation, warranties or conditions of merchantability or fitness for a particular purpose. Under no circumstances, including but not limited to negligence, shall BIA be liable for any direct, indirect, special, incidental, punitive, exemplary, consequential or other damages in tort, contract, product installation or under any other theory of law resulting from the use, inability to use, or removal of the Licensed Products, including without limitation, damages resulting from loss of use, profits, data, or business and damage to your computer.
     
20. You acknowledge and agree that BIA would not be able to provide the Licensed Products on an economic basis without such limitations and that BIA has set the prices for the license to the Licensed Products in reliance on such limitations of damages and liability and disclaimers of warranties. You accept full responsibility for maintaining the Licensed Products free from corruption and from viruses.
     
21. Without limiting the generality of the sections above, BIA makes no warranty that: the Licensed Products will meet your requirements; the use of the Licensed Products will be unbroken, timely, secure, error-free or virus free; the results that may be obtained from the use of the Licensed Products will be accurate or reliable; the quality of the Licensed Products will meet your expectations; and/or any errors in the licensed products will be corrected.
     
22. If your state or country law does permit the exclusion of warranty that was stated in Section 21 of this Agreement, then any such warranty, guarantee, representation and/or warranty is: hereby limited to either a thirty (30) day period from the date you purchased the Licensed Products, or the shortest period allowed by law in the applicable jurisdiction if a thirty (30) day limitation would be unenforceable. Furthermore, you acknowledge and agree that Business Improvement Architect’s sole liability for any breach of any such warranty, guarantee, representation and/or condition shall be to supplying you with a new replacement copy of the Licensed Product.
     
23. You acknowledge and agree that you have exercised your independent judgment in acquiring the Licensed Products and have not relied on any representation made by BIA which has not been stated expressly in the License.

Indemnification

24. You will, at your sole cost and expense, defend, indemnify and hold harmless BIA, its parent corporation, subsidiaries, affiliates and branches and their respective officers, directors, employees, agents, representatives, successors and assigns from all fines, costs, suits, claims, losses, damages, demands, expenses and judgements, including reasonable attorneys fees (collectively “Claims”), arising out of your installation, use and removal of the Licensed Products, the Marks or Derivative Works created by you.
    
     

Termination

25. This License commences upon your acceptance of this Agreement and is granted in perpetuity but may be terminated by BIA by notice in writing if you are in material breach of any term of this Agreement. Upon termination you shall: destroy all copies of the Licensed Products in your possession or control and destroy all copies of the Derivative Works that you have in either your possession or the possession of third parties to which the Derivative Works are held.
     
26. Termination of this License shall not affect any rights or remedies which BIA may have otherwise under this License or at law.
    
     

General

27. This Agreement shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario. Any cause of action arising from dispute with respect to this Agreement must be instituted within one (1) year after the claim or cause of action has risen or be barred and must be brought in a court of competent jurisdiction in Ontario.
     
28. If any clause or provision of this Agreement is held illegal or unenforceable by any judgement of a Court or Tribunal having competent jurisdiction, such judgement shall not affect the remaining provisions in this Agreement. This Agreement shall remain in full force and effect as if such clause or provision that is held to be illegal or unenforceable had not been included in the Agreement.
     
29. You grant us permission to use your company name on our licensed customer list.
     
30. This Agreement will inure to the benefit of and be binding upon BIA and You, and including BIA and your successors, trustees, permitted assigns and receivers but shall not inure to the benefit of any other persons. BIA has an express right to assign licensing and expressly prohibits licensees from assigning licenses to anyone (including by operation of law).
     
31. This Agreement is for a Single User License.