Software License Agreement

 

This Software License Agreement (“Agreement”) is made between MintLeaf Software Inc. (the “Developer”), located at 5700 – 100 King Street West, Ontario, M5X 1C7, Canada, and you, the user of this Software (the "User") effective the date User installs the Software and pays a license fee to Developer or Developer’s authorized agent, as applicable, for use of the Software.  By installing or using the Software, User agrees to be bound by this Agreement.

 

Terms

1. License

Subject to the terms and conditions of this Agreement, Developer grants User a perpetual, non-exclusive, non-transferable right to use the Sonneta software (the “Software”):

  1. in Canada and the United States of America, if the Software was installed by the User in Canada or the United States of America, or
  2. in any other country, if the Software was installed by User in that country,

until this Agreement is otherwise terminated in accordance with its provisions.

The Software is licensed to User, not sold, and User must pay the applicable licensing fees to Developer or Developer’s authorized agent before using the Software.

The terms of this license shall apply to any upgrades provided by Developer that replace or supplement the original version of the Software, unless such upgrade is covered by a separate license, in which case the terms of that license shall govern.

 

2. Title

The Software is owned by Developer and will remain the sole and exclusive property thereof, including without limitation any copyright, trade-mark and patent rights in the Software.

 

3. Permitted Uses

The User may:

  1. install the Software on a single computing or mobile computing device owned or controlled by User; and
  2. make a copy of the Software for archive and backup purposes.

 

4. Prohibited Uses

The User may not:

  1. copy the Software, except as expressly provided under this Agreement;
  2. make copies of documentation or manuals provided by Developer;
  3. modify the Software;
  4. translate, reverse engineer, decompile, disassemble or otherwise modify the Software in any way;
  5. rent, lease, assign or transfer the Software
  6. remove any proprietary notices that are provided with the Software; or
  7. re-sell the Software or services provided by the Software.

 

5. User Content Provided For Technical Support

User gives the Developer permission to use any content provided by User in a request for technical support (“Technical Support Content”): (1) to administer, maintain, update, improve, test, access and use the Software;  or (2) to comply with any applicable law or governmental request.

 

6. Updates

Developer may, but is not obliged to, develop updates or upgrades to the Software at any time, at its discretion.  Those updates or upgrades may be made available to be downloaded through the Software, subject to your consent and the payment of any additional fees, if applicable. For greater certainty, you consent to the downloading and installation of an update or upgrade when you initiate an action to download or purchase an update or upgrade or when you configure the Software to automatically install updates or upgrades.  You may withdraw your consent at any time to automatic updates by reconfiguring your software accordingly, or by contacting us.

 

7. Warranty of User, Limited Warranty of Developer and Disclaimer

USER WARRANTS THAT USER’S USE OF THE SOFTWARE WILL NOT CAUSE BODILY INJURY, PROPERTY DAMAGE OR DEATH, OR INFRINGE THE RIGHTS OF ANY THIRD PARTY.

Developer warrants that the Software will perform substantially as described on the website for the Software, http://mintleafsoftware.com/sonneta.html.  This limited warranty does not cover problems caused by User, directly or indirectly, or by events beyond Developer’s reasonable control.  The limited warranty begins when User first downloads a licensed copy of the Software and lasts for one year from that time.  Any updates to the Software are also covered, but only for the remainder of that one year period or for 30 days, whichever is longer.  If Developer breaches its limited warranty, User’s only remedy is the replacement of the Software.

IF YOUR LOCAL LAW REQUIRES A LONGER LIMITED WARRANTY TERM, DESPITE THIS AGREEMENT, THEN THAT LONGER TERM SHALL APPLY, BUT YOU CAN RECOVER ONLY THE REMEDY THAT IS DESCRIBED IN THIS AGREEMENT.

DEVELOPER GIVES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO THE SOFTWARE, ITS USE, OR THE RESULTS TO BE OBTAINED FROM ITS USE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING.

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED ON AN “AS-IS” BASIS AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND OTHER THAN THE LIMITED WARRANTY. DEVELOPER HEREBY DISCLAIMS ALL WARRANTIES OTHER THAN THE LIMITED WARRANTY AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING. DEVELOPER DOES NOT WARRANT AGAINST INTERFERENCE WITH USER’S ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR THE SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET USER’S REQUIREMENTS.

WITHOUT LIMITING THE FOREGOING:

  1. DEVELOPER DOES NOT WARRANT THAT USER’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE;
  2. DEVELOPER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT ANY OTHER PRODUCT, WILL WORK WITH OR CONFORM TO THE SOFTWARE PROVIDED TO USER UNDER THIS AGREEMENT; AND
  3. DEVELOPER MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS SUITABLE FOR A DIAGNOSTIC PURPOSE, OR THAT THE SOFTWARE MAY REPLACE ANY CLINICAL ASSESSMENT OF A PATIENT IN MAKING A DIAGNOSIS.

THE DEVELOPER IS NOT OBLIGATED TO PROVIDE USER WITH ANY SUPPORT FOR THE SOFTWARE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DEVELOPER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.  SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

 

8. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DEVELOPER BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION:

  1. DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, ARISING OUT OF OR RELATED TO USER’S USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT OR OTHERWISE); AND
  2. ANY DAMAGE FOR STRESS, HARM OR INJURY TO ANY INDIVIDUAL;

EVEN IF DEVELOPER HAS BEEN ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.

IN CASE OF A BREACH OF ANY TERM OF THIS AGREEMENT, USER’S EXCLUSIVE REMEDY SHALL BE A REPLACEMENT COPY OF THE SOFTWARE OR A FULL REFUND OF THE PURCHASE PRICE OF THE SOFTWARE.  IN NO EVENT SHALL DEVELOPER’S TOTAL LIABILITY FOR ALL DAMAGES EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00).

 

9. Indemnity

User agrees to indemnify, defend and hold Developer harmless from any and all liability of any kind or nature whatsoever to User’s patients or customers, distributors and third parties which may arise from User’s use of the Software or User’s acts under this Agreement, including User’s negligence or any breach of the warranty in this section.

 

10. Country Specific Terms

For Australia Only: If User is located in the Australia, User may be subject to and afforded certain protections under Australian consumer protection legislation and other legislation prohibiting exclusion of liability of Developer for personal injury or death.  To the extent that any provision in this Agreement is overridden by any such legislation, that provision shall be severed and deemed to be inoperative and the remainder that is not overridden shall remain intact and operative.

If User is located in Australia, User shall be entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. User shall also be entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

For United Kingdom Only: If User is located in the United Kingdom, he or she may be subject to and afforded certain protections under applicable United Kingdom consumer protection legislation and legislation prohibiting exclusion of liability of Developer for personal injury or death.  To the extent that any provision in this Agreement is overridden by any such legislation, that provision shall be severed and deemed to be inoperative and the remainder that is not overridden shall remain intact and operative.

 

11. Term and Termination

This Agreement is effective until terminated by User or the Developer for cause.

Your rights under this Agreement shall terminate immediately on your breach of the Agreement.

In the event that Developer becomes aware of any claim, lawsuit, action, allegation, proceeding or suit against Developer or any of its affiliates, employees or contractors in respect of the Software, Developer shall have the right, at its sole discretion, to either:

  1. terminate this Agreement and return the license fee to User; or
  2. provide User with replacement Software that is non-infringing or non-harmful.

User agrees, upon termination, to destroy the Software and accompanying written materials, together with all copies of the Software.

 

12. Governing Law and Forum

This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada.  Developer and User hereby irrevocably attorn to the exclusive jurisdiction of the Superior Court of Justice in Toronto, Ontario Canada, and that court shall be the exclusive forum for any dispute arising out of this Agreement or the performance of the obligations hereunder.  For greater certainty and notwithstanding the choice of venue or law provisions above, Developer and User hereby waive a jury trial in any suit, action or claim arising from or in connection to this Agreement.

 

13. No Affiliation

Portions of this MintLeaf Software Inc. Software may reference the following trade-marks.

Mac, Macintosh, Mavericks, Numbers, and Yosemite are trade-marks of Apple Inc. Excel and Windows are trade-marks of Microsoft Corporation. KayPENTAX is a trade-mark of Pentax Corporation. Laryngograph is a trade-mark of Laryngograph Limited Joint Stock Company. WEVOSYS is a trade-mark of WEVOSYS. Shure is a trade-mark of Shure Incorporated. AKG is a trade-mark of AKG Acoustics GMBH Corporation. Apogee is a trade-mark of Apogee Electronics Corporation. PreSonus is a trade-mark of Presonus Audio Electronics, Inc. M-Audio and Fast Track are trade-marks of Avid Technology, Inc. MintLeaf Software Inc. is not affiliated with any of the above companies.

 

14. Severability

It is intended that all provisions of this Agreement are fully binding and effective between the parties, but in the event that any particular provision or provisions or a part of one is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision or provisions are deemed severed from the remainder of this Agreement and all other provisions do remain in full force.