License Agreement

ClientEd Online - End User License Agreement

License

1.      Under this End User License Agreement (the "Agreement"), LifeLearn Inc. (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use ClientEd Online (the "Software"), an internet based application for use by licensed veterinary practices.

2.      "Software" includes the internet application and any related printed, electronic and online documentation ("Articles") and any other files that may accompany the product.

3.      Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

4.      The Software may be used by one veterinary practice under the same ownership by as many users as selected in the Registration process up to 50 users.  For use by a practice with greater than 50 users contact LifeLearn to purchase additional license.

5.      The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

6.      The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies. 

7.      This License limits the use of Software for client information purposes as Articles distributed to clients of the Licensee by printed copy or electronic copy via e-mail in individual form.  Distribution of complete sets of Articles to any one person or client in print form or electronically via e-mail is prohibited. This License includes the right to display the client information Articles contained within the Software on the Licensee's veterinary practice website for the purpose of its own clients' education and veterinary practice promotion.  Such display of Articles shall only be through Vendor's proprietary website integration software (i-frame technology with no index/no follow instructions embedded).   The Licensee does NOT have rights to display one or more HTML, PDF or other electronic document/file types that may have been derived from the Software directly on the Licensee's or any other website without the express written agreement of the Vendor.  This license includes the right to export the content to LifeLearn approved partners (practice management software vendors) for integration and use within their computer applications so long as the Software is exported using Vendor's proprietary API (synchronization application) intended for this purposes and so long as the Articles are used for the purpose expressly intended as covered in this License.

8.      Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

License Fee

9.  The ongoing monthly subscription fee paid by the Licensee, which may be changed by LifeLearn at its discretion, will constitute the entire license fee and is the full consideration for this Agreement.

Limitation of Liability

10.  The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

11.  The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.

12.  The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

13.  The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

Compliance with Law and Acceptable Use Policy

14.  The Licensee agrees that it will use the Software only for lawful purposes and in accordance with this Agreement. Licensee will comply at all times with all applicable laws and regulations. Licensee acknowledges the information it and its users transmit and receive complies with all applicable laws and regulations.

Acceptance

15.  All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on registration and payment of the initial setup fee or monthly fee of the Software.

Termination

16.  This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. The Licensee agrees to cease use of any elements of the software upon termination of the Agreement. 

Force Majeure

17.  The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

18.  The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Ontario, Country of Canada for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Ontario.

Miscellaneous

19.This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

20.  This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

21.  Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

22.  If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

23.  This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

24.  This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.

Notices

25.   All notices to the Vendor under this Agreement are to be provided at the following address:


LifeLearn Inc.

367 Woodlawn Rd. W., Unit 5
Guelph, ON N1H 7K9
Canada