Effective September 1, 2019
This User Agreement (this “Agreement”) is a legal agreement between Mount Riff Labs Inc. (“Mount Riff Labs”) and the individual or entity (“User”) given the right to use a Product in accordance with this agreement. This Agreement governs User’s use of any generally available software product provided by Mount Riff Labs (a “Product”).
THIS IS A LEGAL AGREEMENT. BY PURCHASING A SOFTWARE LICENSE OR CLICKING THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF YOUR FIRST USE OF THE MOUNT RIFF LABS SOFTWARE, SUPPORT, OR PRODUCTS, YOU ARE BECOMING A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO SUCH AGREEMENT, AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.
1. USER LICENSING
1.1 Usage of a Product by a User for personal, non-commercial purposes (“Personal User”) is permitted without purchase and approval of a license by Mount Riff Labs.
1.2 Usage of a Product by a User who is an individual for commercial purposes, or by a corporation, company, partnership or association, other entity or organization for any purposes (“Business User”) is permitted only with the purchase and approval of a license by Mount Riff Labs, except as permitted by Section 3 of this agreement.
2. GRANT OF RIGHTS
2.1 Unless the license has expired, or this Agreement has been terminated in accordance with Section 10, or if the User is a Personal User, and subject to the terms and conditions specified herein, Mount Riff Labs grants the User a non-exclusive and non-transferable right to use a Product as follows:
(A) You may:
(i) Use any version of a Product covered by the license, on any number of computers and on any operating system supported by the Product.
(B) You may not:
(i) Circumvent restrictions set out by your license to allow for the use of the software by more Users than is allowed by the license;
(ii) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product(s);
(iii) Provide access to the Product(s) or right to use the Product(s) to a third party;
(iv) Reverse-engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, the Product(s); or
(v) Remove or obscure any proprietary or other notices contained in the Product(s).
3.1 Subject to the terms of this Agreement, a Business User is granted a one-time right to install and use a Product for evaluation purposes without charge for a period of thirty (30) days from the date of such Product installation, unless otherwise specified (the “Evaluation Period”). User’s use of a Product during the Evaluation Period shall be limited to the evaluation of the Product for the sole purpose of determining whether the Product meets User’s requirements and whether User desires to continue using the Product.
4. PERSONAL DATA
If User provides ideas, suggestions, or proposals (“Feedback”), the User grants Mount Riff Labs a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
6. THIRD-PARTY SOFTWARE
6.1 MOUNT RIFF LABS PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
7.1 ALL PRODUCTS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PRODUCTS IS AT YOUR OWN RISK.
7.2 MOUNT RIFF LABS MAKES NO WARRANTY AS TO THE PRODUCTS’ USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOUNT RIFF LABS (OR ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (WHICH SHALL INCLUDE THE PROVIDERS OF THIRD PARTY SOFTWARE), AND RESELLERS (COLLECTIVELY HEREUNDER, “MOUNT RIFF LABS PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; TITLE; AND NON-INFRINGEMENT) WITH REGARD TO THE PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOUNT RIFF LABS PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCTS: (A) ARE ACCURATE, RELIABLE OR CORRECT; (B) WILL MEET YOUR REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (D) ARE FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; AND/OR (E) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
7.3 ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT YOUR OWN RISK; YOU AGREE YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
7.4 YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS NOT INTENDED TO ABROGATE SUCH RIGHTS.
8. DISCLAIMER OF DAMAGES
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL MOUNT RIFF LABS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF MOUNT RIFF LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, MOUNT RIFF LABS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY USER FOR THE SOFTWARE PRODUCT.
8.2 In jurisdictions that do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Mount Riff Labs’ liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business.
9.1 Any refund request for a Product will be subject to prior authorization by Mount Riff Labs, and acceptance shall be at the sole discretion of Mount Riff Labs, unless otherwise provided by applicable law.
9.2 Cancellation of a license for a Product that has been pre-paid will be refunded as of the the last day of the month the request is received by Mount Riff Labs, unless otherwise provided by applicable law.
9.3 The cancellation of a recurring license will be effective as of the next billing date following the date the request is received by Mount Riff Labs, unless otherwise provided by applicable law.
10. TERM AND TERMINATION
10.1 The term of this agreement will commence upon the acceptance of this agreement by User as set forth in the preamble above.
10.2 The term of this agreement will continue for a Product until the end of the license period for a Business User.
10.3 The term of this agreement will continue for a Product for the entirety of use by a Personal User.
12.3 Changes to this Agreement. Mount Riff Labs may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces the rights of the User, Mount Riff Labs will use reasonable efforts to notify You (for example, by contacting the User at the email address the User has provided, by posting on Mount Riff Labs Website, or via a Product itself). If Mount Riff Labs modify this Agreement, the modified version of the Agreement will be effective from the start of the next license term. In this case, if a User objects to the updated Agreement terms, as an exclusive remedy, the User may terminate this agreement. The User may be required to click through the updated Agreement to show acceptance.
12.4 Severability. If a particular term of this Agreement is not enforceable, the unenforceability of that term will not affect any other terms of this Agreement.
12.5 Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
12.6 No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.
12.7 Governing Law. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the Province of Ontario, without reference to the choice of law rules thereof. The Parties agree to submit to the exclusive jurisdiction over all disputes hereunder in the courts in the Province of Ontario, Canada.
12.8 You declare that You have had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.
12.9 The parties to this Agreement undertake to make their best efforts to settle any disputes arising hereunder (“Dispute”) amicably.