Webnames.caTM HornetTM Software License Agreement
Important – Read Carefully: This software license agreement ( this “Agreement” ) is between you and Webnames.ca Inc. ( “Webnames.ca” ) and governs the installation and use of the HornetTM software and related documentation, and all updates and upgrades to those items provided by Webnames.ca from time to time ( collectively, the “Software” ). You may not download, install or use the Software except pursuant to this Agreement.
By selecting the “I Accept” button or by downloading, installing or using the Software, you acknowledge and signify that you have read, understood, and agreed, without limitation or qualification, to be bound by this Agreement. If you do not accept and agree to this Agreement, you may not download, install or use the Software and you must permanently delete and destroy all copies of the Software in your possession or control.
This Agreement limits and excludes warranties and remedies regarding the Software, exempts Webnames.ca and other persons from liability or limits their liability, and contains other important provisions that you should read.
1. Software License
1.1. Permitted Use: Subject to the provisions of this Agreement, Webnames.ca hereby grants to you a personal, non-exclusive, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to download, install and use a single copy of the Software, in object code form only, on a single, compatible handheld device, for your own personal, non-commercial use to manage your own, personal .tel domain names only (the “License“).
1.2. Restrictions: You may not: (a) use the Software except as expressly set forth in this Agreement; (b) copy (except to install the Software), reproduce, translate, modify, enhance, or create derivative works from the Software or merge, embed or combine the Software with any other software; (c) reverse engineer, disassemble, decompile, convert into human-readable form, or otherwise attempt to derive the source code of the Software; (d) license, sublicense, sell, resell, lend, lease, loan, transfer, assign, publish, transmit, publicly display or perform, distribute, rent or otherwise give or make available the Software or its functionality to or for the benefit of any other person, with or without charge; (e) commercially use or exploit the Software in any way; (f) alter, attempt to circumvent, destroy, obscure, or remove any trademarks, notices (including trademark and copyright notices), proprietary codes, means of identification, digital rights tools or management information (including software license keys), or agreements on, in or in relation to the Software; (g) use the Software except as expressly permitted by this Agreement; or (h) permit or assist any other person to do any of the foregoing.
1.3. No Government Users: The Software may not be downloaded, installed or used by or on behalf of any government (federal, state, provincial, municipal or otherwise) or government entity, agency or instrumentality.
2. Ownership/Proprietary Rights
2.1. The Software is protected by Canadian and international copyright and other intellectual property laws. Webnames.ca and its suppliers own and retain all right, title and interest (including all intellectual property rights), throughout the world, in, to and associated with the Software. The Software is licensed, not sold, to you. You will not acquire any right, title or interest in, to or associated with the Software pursuant to this Agreement or otherwise, except for the limited license to use the Software as set forth in this Agreement. All rights regarding the Software not expressly granted under this Agreement are reserved to Webnames.ca.
Webnames.caTM and hornetTM are registered or unregistered trademarks of Webnames.ca.
3. Term and Termination
3.1. Term: This Agreement and the License are effective until terminated.
3.2. Termination: This Agreement will terminate immediately and automatically, without any notice to you, if you breach any provision of this Agreement. You may in your discretion terminate this Agreement at any time by permanently deleting and destroying all copies of the Software. Webnames.ca may in its discretion terminate this Agreement at any time immediately upon delivery of notice of termination to you. The License will terminate immediately and automatically when this Agreement terminates.
3.3. Consequences of Termination. Immediately upon termination of this Agreement, you will cease using and permanently delete and destroy all copies of the Software in your possession or control. Notwithstanding any other provision of this Agreement, Sections 2, 5, and 6 and paragraphs 1.2, 3.3, and 4.2,of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and will remain in full force and effect and be binding upon the parties as applicable.
4. Your Obligations
4.1. Technical Requirements: You are solely responsible and liable for: (a) the selection of the Software to achieve your intended results; (b) obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage all equipment and services necessary for the installation and use of the Software and all data used in association with the Software; (c) the use, installation, implementation and operation of the Software and the results obtained therefrom; (d) scanning for and preventing the receipt and transmission of viruses, trojan horses, worms or other destructive or disruptive components; and (e) maintaining complete and current backup and archival copies of all data contained on your computer equipment and handheld device before installing the Software.
4.2. Feedback: If you provide any comments and suggestions regarding the Software (collectively, “Feedback“) to Webnames.ca, you automatically grant to Webnames.ca and its successors, assigns and licensees a perpetual, worldwide, royalty free, transferable and sublicensable license to use the Feedback as they consider appropriate in their discretion without providing any compensation to you or any other person.
5. Disclaimers, Remedy, No Liability
5.1. Disclaimer: The Software is provided “as is and with all faults“, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including without limitation any representations, warranties, conditions or guarantees of or relating to: accuracy; capacity; completeness; delays; durability; errors; fitness for a particular purpose; lack of negligence, viruses or other harmful component, errors, or interrupted service; merchantability; non-infringement; performance; results; suitability; quality; timeliness; title; or workmanlike effort; all of which are hereby disclaimed by Webnames.ca to the fullest extent permitted by law. Without limiting the generality of the foregoing, Webnames.ca makes no representation, warranty or condition that: (a) the Software will be compatible with your computer equipment and handheld device; (b) the Software will be available or will function without interruption or will be free of errors or that any errors will be corrected; (c) the Software will be updated or modified in the future; (d) the Software will meet your requirements; (e) data processed by the Software will be accurate, complete, sequential, or timely; or (f) certain or any results may be obtained through the use of the Software; and Webnames.ca disclaims any and all liability regarding such matters to the fullest extent permitted by law. You install and use the Software at your own risk.
5.2. No Updates/Services: Webnames.ca has no obligation to provide any updates or upgrades to the Software, or any training, maintenance, support or other services of any kind in connection with the Software.
5.3. Exclusive Remedy: If you are dissatisfied with the Software, your sole and exclusive remedy is to cease using the Software.
5.4. No Liability: Notwithstanding any other provision of this Agreement, and to the maximum extent permitted by applicable law, in no event and under no circumstances will Webnames.ca or any of its personnel be liable to you or any other person for any damage or loss of any nature or kind, whatsoever and howsoever arising (including direct, indirect, incidental, consequential, special, punitive or exemplary loss or damage, and including loss of profits, loss of business and business interruption, loss of markets, loss of savings, loss of income, loss of use, loss of production, or loss of goodwill, anticipated or otherwise, or economic loss) under any theory of liability (including contract, tort, strict liability, and statutory liability) arising from, connected with, or relating to the Software or this Agreement, regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Webnames.ca or any person for whom Webnames.ca is responsible, and even if Webnames.ca has been advised of the possibility of the potential loss or damage being incurred.
5.5. Fair Allocation of Liability: You acknowledge and agree that this Agreement presents a fair allocation of risk and liability, and that this Section 5 is an essential part of the bargain between the parties and an inducement to Webnames.ca to enter into this Agreement.
5.6. Additional Rights: The exclusion of certain warranties and the exclusion or limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.
6. General
6.1. Enurement and Assignment: The provisions of this Agreement will enure to the benefit of and be binding upon Webnames.ca and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. Webnames.ca may assign this Agreement and its rights and obligations under this Agreement without your consent. You may not, by operation of law or otherwise, assign, transfer, delegate, sub-license or grant all or any part of this Agreement or your entitlements, rights, duties or obligations under this Agreement (including the License) to any other person.
6.2. Governing Law and Dispute Resolution: This Agreement, the relationship between the parties, and all related matters will be governed by, and construed in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia (excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods), which law is the proper law of this Agreement. All disputes arising from, connected with or relating to this Agreement, the relationship between the parties, or any related matters will be resolved before the Supreme Court of British Columbia sitting in the City of Vancouver, and each of the parties hereby irrevocably submits and attorns to the original and exclusive jurisdiction of that court in respect of all such disputes.
6.3. Miscellaneous: The parties are non-exclusive, independent contracting parties, and nothing in this Agreement or done pursuant to this Agreement will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between the parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose. No consent or waiver by a party to or of any breach by the other party in its performance of its obligations under this Agreement will be effective unless in writing and signed by both parties, or deemed or construed to be a consent to or waiver of a continuing breach or any other breach of those or any other obligations of that other party. Except as expressly set forth in this Agreement, the parties’ respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which they may be entitled under this Agreement or at law or equity, and the parties will be entitled to pursue all of their respective rights and remedies concurrently, consecutively and alternatively. The parties have expressly requested and required that this Agreement and all related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.
6.4. Interpretation: In this Agreement: (a) a reference to “this Agreement” and other similar terms refers to this Agreement as a whole, and not just to the particular provision in which those words appear; (b) “including” means including without limitation; (c) headings in this Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (d) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies and corporations; (e) words importing the singular number only include the plural and vice versa; and (f) words importing either gender include both genders.
6.5. Complete Agreement: This Agreement sets forth the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. This Agreement may be modified only by a written instrument signed by both parties or their successors or permitted assigns.
