Software Licence Agreement
Licence
1. Under this Software Licence Agreement (the “Agreement”), Shan Solutions Inc (the “Vendor”)
grants to the user (the “Licensee”) a non-exclusive and non-transferable licence (the “Licence”)
to use ShanSuite (the “Software”).
2. “Software” includes the executable computer programs and any related printed, electronic and
online documentation 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 licence for use only and is not in any way a transfer of
ownership rights to the Software.
4. The Software may be loaded onto no more than one computer. A single copy may be made for
backup purposes only.
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. Failure to comply with any of the terms under the Licence section will be considered a material
breach of this Agreement.
Licence Fee
8. The original purchase price paid by the Licensee will constitute the entire licence fee and is the
full consideration for this Agreement.
Limitation of Liability
9. 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.
10. 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.
11. 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
12. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor
warrants and represents that granting the licence to use this Software is not in violation of any
other agreement, copyright or applicable statute.
Acceptance
13. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the
Licensee (“Acceptance”) on installation of the Software.
User Support
14. The Licensee will be entitled to Six Months of on site support available 8:00 AM to 6:00 PM
Eastern, Weekdays only, at no additional cost.
15. The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for a
period of Duration of paid subscription from the date of Acceptance.
Term
16. The term of this Agreement will begin on Acceptance and is perpetual.
Termination
17. This Agreement will be terminated and the Licence forfeited where the Licensee has failed to
comply with any of the terms of this Agreement or is in breach of this Agreement. On
termination of this Agreement for any reason, the Licensee will promptly destroy the Software or
return the Software to the Vendor.
Force Majeure
18. 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
19. The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Ontario
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
20. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
21. This Agreement does not create or imply any relationship in agency or partnership between the
Vendor and the Licensee.
22. 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.
23. 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
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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.
24. 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.
25. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon the Vendor’s successors and assigns.
Notices
26. All notices to the Vendor under this Agreement are to be provided at the following address:
Shan Solutions Inc: 715-1665 Pickering Parkway, Pickering, ON, L1V 6L4