InfoInterActive Client Software End User License Agreement
READ THIS LICENSE CAREFULLY BEFORE INSTALLING THIS SOFTWARE. INSTALLING THIS SOFTWARE MEANS THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE YOU MUST PROMPTLY RETURN THE SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT OR, ALTERNATIVELY, DELETE AND DESTROY ALL COPIES OF IT. THE FORM OF THIS LICENSE MAY CHANGE FROM TIME TO TIME. BY ACCEPTING THE TERMS OF THIS LICENSE, YOU ACKNOWLEDGE THAT THE CHANGES MADE FROM TIME TO TIME WILL BE BINDING ON YOU. ANY REVISIONS TO THE FORM OF LICENSE WILL BE POSTED ON THE INFOINTERACTIVE CORP. WEB SITE. YOU AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF THE LICENSE POSTED ON THAT SITE.
License. The application, demonstration, system and other software and data accompanying this License, whether on disk, in read-only memory, or on any other media, together with the related documentation, and all upgrades and updates of and to any of the above, (collectively, the "Software") are licensed to you by InfoInterActive Corp. ("InfoInterActive"). InfoInterActive owns or licenses the Software, all of which is protected by American, Canadian and foreign intellectual property laws. InfoInterActive retains full and complete title to the Software and all updates and subsequent copies of the Software regardless of the media or form in which the copies may exist, including copies made in violation of the terms of this License.
Rights and Restrictions on Use. In consideration of your paying the license fees (which may be changed from time to time), this License allows you a non-exclusive, personal, non-assignable, non-transferable (except as set forth herein), revocable license and right to use the Software to process your own data only for internal purposes (and not for the provision of service bureau or the provision of similar services to others). You may: (a) use the Software, where "use" means load, transmit, execute, store or display the Software in the form provided to you by InfoInterActive, either directly on a single computer or remotely on a single server through a terminal, and if the Software is installed in a multi-user computer configuration, use rights must be obtained for each person or entity using the Software; (b) copy the Software, in whole or in part, for backup or archival purposes, but only as long as you reproduce and include on each copy InfoInterActive's copyright and other proprietary notices; and (c) transfer the Software to one individual or entity (the "Transferee"), provided that immediately thereafter you permanently cease your use of the Software and destroy all copies of the Software, and provided that the Transferee reads this License and agrees to be bound by its terms. This right of transfer does not authorize you to act as a distributor. The Software includes confidential information, which you agree to keep strictly confidential and neither disclose nor use for any purpose other than the limited use of the Software in accordance with this License. You will not: (a) use, copy, reproduce or transfer the Software other than as set out above or, without limiting the generality of the foregoing, adapt, reverse engineer, decompile, disassemble, translate or modify the Software in any way whatsoever, nor will you create derivative works based on the Software; (b) remove or alter ownership and copyright notices embedded in or on the Software; (c) use, ship, transfer, export or re-export the Software except as authorized and permitted by the laws and regulations of the jurisdiction in which you are using the software, the United States and Canada; or (d) permit any third party to violate the terms and conditions of this License.
Term. This License is effective for the period for which copyright subsists in the Software. This License may be terminated by InfoInterActive: (a) if you destroy the Software together with all copies, modifications and merged portions in any form; (b) automatically, if you make an unauthorized transfer or an unauthorized use of the Software or this License; (c) if you fail to comply with any material provision of this License and do not correct such failure within thirty (30) days after written notice of such failure to comply is forwarded to you by e-mail or ordinary mail; or, (d) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by either party, or the filing of a petition in bankruptcy by or against either party. Upon termination you will have no further right to the Software and must return it to InfoInterActive, or provide InfoInterActive with evidence that the Software, and each and every copy thereof, has been destroyed.
Accuracy of information. The Software relies on certain information supplied by telephone number databases and/or third party service providers. While InfoInterActive tries to ensure this information is current and accurate, IT OFFERS NO WARRANTY THAT THE INFORMATION IS ERROR FREE. YOU AGREE THAT INFOINTERACTIVE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE SOFTWARE, THE DATABASES USED IN CONNECTION WITH IT OR INFORMATION SUPPLIED BY THIRD PARTY SERVICE PROVIDERS.
High Risk Activities. The Software is not designed, manufactured or intended for use in hazardous environments, which require fail-safe performance in which the failure of the Software could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Without limiting the generality of the foregoing, High Risk Activities include such activities as the operation of aircraft navigation or communications systems, air traffic control, weapon systems or nuclear facilities. ACCORDINGLY, WITHOUT LIMITING THE APPLICABILITY OF SECTIONS 4, 6 AND 7 OF THIS LICENSE, INFOINTERACTIVE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT INFOINTERACTIVE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE SOFTWARE IN SUCH APPLICATIONS.
Limited Warranty. InfoInterActive warrants to the person who downloads and installs the Software that, for a period of ninety days from the date that the Software is downloaded or shipped to you, (1) if provided on disk or CD-ROM, the media on which the Software are furnished under normal use will be free from defects; and (2) if installed and used in accordance with InfoInterActive's express instructions, the Software will substantially perform those functions described in InfoInterActive's documentation. INFOINTERACTIVE DOES NOT, HOWEVER, WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE ERROR FREE, VIRUS FREE OR SECURE. If you make any valid claim of media or intended encoding defect during this ninety (90) day period, InfoInterActive will provide a replacement. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. OTHER THAN THE SPECIFIC WARRANTIES PROVIDED ABOVE, THE SOFTWARE AND ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. INFOINTERACTIVE DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE CONTINUOUS OR ERROR FREE, VIRUS FREE OR THAT ANY SOFTWARE DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INFOINTERACTIVE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY THAT IN ANY WAY INCREASES THE SCOPE OF THIS LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIED LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Limited Liability. YOU ARE RESPONSIBLE FOR THE SELECTION, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, INFOINTERACTIVE AND ITS RELATED COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM THE USE OF THE SOFTWARE HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, LOST DATA, LOSS OF COMPUTER TIME, FAILURE TO REALIZE EXPECTED SAVINGS, AND ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING IN CONSEQUENCE OF INFOINTERACTIVE'S PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS LICENSE, IRRESPECTIVE OF WHETHER INFOINTERACTIVE HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. INFOINTERACTIVE'S TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO INFOINTERACTIVE UNDER THIS LICENSE.
Allocation of Risk. YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK AMONG THE PARTIES AND THE PRICE OF THE SOFTWARE.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS INFOINTERACTIVE FROM AND AGAINST ANY CLAIM IN EXCESS OF THE LIMITATION SET FORTH IN SECTION 7, AND THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, ACTIVE OR PASSIVE NEGLIGENCE, OR OTHERWISE OF INFOINTERACTIVE, OR ANY CLAIM OF FAILURE OF ESSENTIAL PURPOSE.
Privacy. InfoInterActive collects information necessary to provide the ICM service to you. That information includes your name, address, telephone number and e-mail address, together with information necessary to allow us to bill you for the services, which you receive. That billing information often includes credit card information. This information is saved by InfoInterActive on its databases. While we take steps to ensure that it remains confidential, it is impossible to guarantee the security of information transmitted over the Internet. From time to time, InfoInterActive discloses information about the subscribers to its ICM service. In the event that InfoInterActive assigns your contract to a third party, your information will be disclosed to that third party. If you have any questions or concerns regarding the security of your information, please contact InfoInterActive at the address set out below. InfoInterActive will do its best to respond in a timely fashion to your inquiries.
Assignment by InfoInterActive. InfoInterActive may assign this to a third party. In the event of such an assignment, a notice will be posted on the InfoInterActive Web site.
General. This License constitutes the entire agreement between you and InfoInterActive with respect to the Use of the Software. Any controversy in relation to this License or arising hereunder shall be governed by and interpreted in accordance with the laws of the province of Nova Scotia, Canada without regard to conflict of laws principles. The parties to this License agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this License and its application is expressly excluded. No waiver or modification of any of the terms of this License shall be valid unless made in writing and signed by InfoInterActive. Should any provision of this License be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this License and the rest of this License shall remain in full force and effect, and be binding upon you and InfoInterActive as though the said provision or provisions had never been included. This Article and Articles 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive the termination of this License for any reason. Should you have any questions concerning this License you may contact InfoInterActive by writing to:
Customer Service Manager
InfoInterActive Corp.
Suite 600, Sun Tower, 1550 Bedford Highway,
Bedford, NS, Canada B4A 1E6Last Updated: September 5, 2001
