End User Licence Agreement
REDISTRIBUTION OR RENTAL NOT PERMITTED
This End User License Agreement applies to the NetSuite Data Exporter Google Sheets Add-On (the “Software”) from Gurus Solutions Inc., a Canadian corporation having its principal place of business at 9880 Clark Street, Suite 101, Montreal, QC, H3L 2R3Canada (“Gurus”).
1. License Agreement
In this Agreement “Licensor” means Gurus. However, if any third party software is included as part of the installation package of the Software, then the use of such third party software will be governed by the third party’s license agreement and not by this Agreement and that third party license agreement may be presented for acceptance the first time that the third party software is invoked or be included in a file in electronic form.
2. Licensee Grant
Licensor grants Licensee a non-exclusive and non-transferable license to reproduce and use for personal or internal business purposes the executable code version of the Software, provided any copy must contain all of the original proprietary notices. This license does not entitle Licensee to receive from Gurus hard-copy documentation, technical support, telephone assistance enhancements or updates to the Software. Licensee may not redistribute the Software without Gurus’ prior written consent, which may be rejected at Gurus’ sole discretion. Any rights not expressly granted herein are reserved by Gurus.
Except as otherwise expressly permitted in this Agreement, or in another Gurus agreement to which Licensee is a party, Licensee may not: (a) modify or create any derivative works of the Software or documentation, including translation or localization; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (c) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to the Software; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; or (e) publish any results of benchmark tests run on the Software to a third party without Gurus’ prior written consent.
There is no license fee for the Software.
Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. On termination, Licensee must destroy all copies of the Software and cease using it.
Licensee may also terminate this Agreement at will by completely and permanently deleting the software from its devices.
6. Proprietary Rights
Title, ownership rights and intellectual property rights in the Software will remain in Gurus and/or its suppliers, as the case may be. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Gurus’s or its suppliers’ ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content processed with or generated through the Software is the property of the applicable content owner.
7. Disclaimer of Warranty
THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT IT IS FREE FROM DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE (AND NOT LICENSOR OR ITS SUPPLIERS) ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SOFTWARE DOES NOT IMPLEMENT ANY SECURITY MECHANISMS AND LICENSEE MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL THEORY (CONTRACTUAL, EXTRACONTRACTUAL, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENCE (IF ANY) AND FEES FOR SUPPORT OF THE SOFTWARE RECEIVED BY LICENSOR UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. LICENSOR IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT OR DATA PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED OR GENERATED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
9. High Risk Activities
The Software is not fault-tolerant and is not designed or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Software could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Software in such applications.
10.1. This Agreement constitutes the entire agreement between the parties concerning the subject-matter hereof.
10.2. No supplement, modification or other amendment of this Agreement will be binding unless executed in writing by both parties.
10.3. This Agreement is governed by the laws of the Province of Québec, excluding its conflict of law provisions, and the laws of Canada applicable therein. The competent courts located in the judicial district of Montreal have exclusive jurisdiction over any dispute arising from this Agreement.
10.4. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.
10.5. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision will be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect.
10.6. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not constitute a waiver of such term or condition for any subsequent breach thereof.
10.7. The provisions of Sections 6, 7, 8, 9 and 10 will be enforceable notwithstanding the expiration or termination of this Agreement.
10.8. Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee’s assets to another entity.
10.9. This Agreement will be binding on and will enure to the benefit of the parties, their successors and permitted assigns.
10.10. Neither party will be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
10.11. The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents will have any authority to bind Licensor in any way.
10.12. If any dispute arises under this Agreement, the prevailing party will be reimbursed by the other party for any and all legal fees and costs associated therewith.
10.13. If any Gurus professional or consulting services are being provided, then such professional services are provided pursuant to the terms of a separate services agreement between Gurus and Licensee. The parties acknowledge that such services are acquired independently of the Software licensed hereunder, and that provision of such services is not essential to the functionality of such Software.
10.14. Licensor may, with Licensee’s prior written consent, use Licensee’s name in customer reference lists and/or provide Licensee’s name and the names of the Software licensed by Licensee to third parties.