Software License Agreement

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE KIZBY SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. FURTHERMORE, THIS SOFTWARE AND THIS AGREEMENT ARE PROVIDED AS AN ADDENDUM TO THE CURRENT KIZBY TERMS OF USE OR ANY OTHER TERMS OF USE FOR ANY SERVICE WHICH UTILIZES KIZBY AS AN INTEGRAL PART OF IT.

Kizby is designed and programmed by Manumitting Technologies. Manumitting Technologies and its suppliers own all intellectual property in the Software. Manumitting Technologies permits you to Use the Software only in accordance with the terms of this Agreement. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement or "Read Me" file located near such materials.

If you have any questions regarding this Agreement, please contact the company either by email at support@manumitting.com or at the mailing address listed in Section 1.

1. Definitions

"Software" means

  1. all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) Manumitting Technologies or third-party computer information or software; and (ii) related explanatory written materials or files ("Documentation"); and
  2. upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Manumitting Technologies (collectively, "Updates").

"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Manumitting Technologies.

"Account" means all or any of your Kizby accounts with Manumitting Technologies.

"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

"Manumitting Technologies" means Manumitting Technologies, a business trading at 73 Yorkshire St S, Guelph, Ontario, Canada.

2. Software License

As long as you comply with the terms of this Software License Agreement (this "Agreement"), Manumitting Technologies grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.

2.1 General Use.

You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.

2.2 No Modification.

You may not alter, disassemble, decompile reverse-engineer or modify the Software or any portion thereof, or create a new installer for the Software. You are not authorized to integrate or use the Software with any other software, plug-in or enhancement.

3. Intellectual Property Ownership, Copyright Protection

The Software and any authorized copies that you make are the intellectual property of and are owned by Manumitting Technologies. and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Manumitting Technologies and its suppliers. The Software is protected by law, including without limitation the copyright laws of Canada, the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Manumitting Technologies and its suppliers.

4. Restrictions

4.1 Notices.

You shall not copy the Software. New installation is required for any device you would like to use the Software on.

4.2 No Modifications.

You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

4.3 Subscribed Features.

The Software may contain features and functionality that appear disabled or "greyed out" (the "Subscribed Features"). The Subscribed Features will only activate when enabled by Manumitting Technologies and/or your paid subscription plan allows access to such Features. You agree not to access, or attempt to access, disabled Subscribed Features or otherwise circumvent the permissions that control activation of such Subscribed Features.

4.4 Transfer.

You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that:

  1. you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity;
  2. you retain no copies, including backups and copies stored on a computer; and
  3. the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software.

Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.

5. Updates

If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Manumitting Technologies may have to support the previous versions of the Software may be ended upon availability of the Update.

6. No warranty

The Software is being delivered to you "AS IS" and Manumitting Technologies makes no warranty as to its use or performance. MANUMITTING TECHNOLOGIES AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, INCLUDING ITS BETA TESTING VERSION. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, MANUMITTING TECHNOLOGIES AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

7. Limitation of liability

IN NO EVENT WILL MANUMITTING TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN MANUMITTING TECHNOLOGIES REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. MANUMITTING TECHNOLOGIES'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

Nothing contained in this Agreement limits Manumitting Technologies's liability to you in the event of death or personal injury resulting from Manumitting Technologies's negligence or for the tort of deceit (fraud). Manumitting Technologies is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Manumitting Technologies's Customer Support Department.

8. Governing Law

This Agreement and any operating rules for the Kizby Service established by Manumitting Technologies constitute the entire agreement between us with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the Province of Ontario, Canada without regard to its conflict of laws rules. For any suit, action or other proceeding arising from or relating to this Agreement, you hereby irrevocably agree to personal jurisdiction and exclusive venue of the Canadian Court, Province of Ontario in the city of Guelph. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9. General Provisions

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Manumitting Technologies. Updates may be licensed to you by Manumitting Technologies with additional or different terms. This is the entire agreement between Manumitting Technologies and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

10. Termination

Either Manumitting Technologies or you may terminate this Agreement at any time. At the time of termination you must uninstall the Software from any device it was installed on by you or any authorized individual and/or organization whom you authorized to do so. Without limiting the foregoing, we have the right to immediately terminate your Kizby Account or any other related Account in the event that you breach this Agreement. If your Account is terminated, you are and will remain responsible for all charges incurred up to the time of the termination. All provisions herein shall survive termination of this Agreement.

The provisions of Section 6 and Section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.