QUANSER DIGITAL EXPERIENCES END USER LICENCE AGREEMENT (EULA)
THIS QUANSER DIGITAL EXPERIENCES END USER LICENCE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”), AND QUANSER INC. (“QUANSER”) WITH AN OFFICE AT 119 SPY COURT, MARKHAM, ONTARIO, L3R5H6, CANADA (TOGETHER THE “PARTIES” AND INDIVIDUALLY A “PARTY”).
PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK OR TAP ON THE APPROPRIATE BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY OF THE QUANSER DIGITAL EXPERIENCES APPS COVERED BY THIS AGREEMENT.
THE QUANSER DIGITAL EXPERIENCES APPS MAY CONTINUE TO CHANGE OVER TIME AS QUANSER REFINES AND/OR ADDS MORE FEATURES. QUANSER MAY STOP, SUSPEND, OR MODIFY THE QUANSER DIGITAL EXPERIENCES APPS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. QUANSER MAY ALSO REMOVE ANY FEATURES AND CONTENT FROM THE DIGITAL EXPERIENCES APPS IN ITS SOLE DISCRETION.
1. Definitions.
Unless the context requires otherwise, the following terms have the meanings set out below (and where the context so admits, the singular shall include the plural, and vice versa):
“Content” means any interactive digital content created by Quanser that provides educational offerings in engineering and scientific domains to You.
“Content Repository” means Content that is uploaded to an area within the Quanser Academic Web Platform that is accessible by and can be downloaded to the Quanser Digital Experiences Apps.
“Documentation” means the applicable installation guide and other standard end user documentation, including, any safety instructions, codes of conduct, guidelines, or usage rules prepared and supplied by Quanser for the specific type and version of the Quanser Digital Experiences Software Bundle
“Handheld Product” means any device including a portable device such as a smartphone or tablet for which a Quanser Digital Experiences Mobile App has been designed and authorized by Quanser to operate.
“Desktop Product” means any device including desktop or laptop devices including notebook computers and ultraportable or convertible devices running a desktop operating system on which a Quanser Digital Experiences Desktop App has been designed and authorized by Quanser to operate.
“Materials” means any data, text, photograph, graphic, video, message, tag, music, sound, or other digital material or other digital information.
“Order Form” means any validly executed Order Form between Quanser and the Subscriber.
“Session Manager” means users who have the authorization to manage the number of Registered Users and their access to said Quanser Digital Experiences Modules. “User” means users authorized to download Quanser Interactive Labs Desktop or Quanser Interactive Labs Mobile, and to access the Quanser Academic Portal. For clarity, Users may read any Content Modules they have permission to access using the Quanser Digital Experiences Software Bundle.
“Quanser Academic Portal” means the account management platform that may be provided to You under this Agreement on the Quanser Academic Web Platform.
“Quanser Website” means the website that may be used for documentation or marketing purposes.
“Quanser Digital Experiences Software Bundle” means the software components and applications provided to You under this Agreement (in whatever form, medium
or manner provided or subsequently installed or used, including but not limited to the Quanser Interactive Labs Mobile App and Quanser Interactive Labs Desktop App) to access the Quanser Digital Experiences Platform that may include as applicable.
“Quanser Interactive Labs Mobile App” means the Quanser proprietary mobile application provided to You under this Agreement (in whatever form, medium or manner provided or subsequently installed or used, including but not limited to Quanser Interactive Labs) and designed for use on a Handheld Product and as part of the Quanser Digital Experiences Platform. The term “Quanser Interactive Labs Mobile App” shall not include any Third Party Components or Content, whether or not the Third Party Components or Content is distributed by Quanser or on behalf of Quanser, or the Third Party Components or Content accompanies, is provided with, or operates in conjunction with, the Quanser Interactive Labs Mobile App.
“Quanser Interactive Labs Desktop App” means the Quanser proprietary desktop application provided to You under this Agreement (in whatever form, medium or manner provided or subsequently installed or used, including but not limited to Quanser Interactive Labs) and designed for use on a Desktop Product and as part of the Quanser Digital Experiences Platform. The term “Quanser Interactive Labs Desktop App” shall not include any Third Party Components or Content, whether or not the Third Party Components or Content is distributed by Quanser or on behalf of Quanser, or the Third Party Components or Content accompanies, is provided with, or operates in conjunction with, the Quanser Interactive Labs Desktop App.
“Content Modules” means the modules that may be available to You under this Agreement through the Quanser Interactive Labs Mobile App or Quanser Interactive Labs Desktop App. Without limiting the foregoing, the Content Modules may be “Private” whereby only the Session Manager may read the module’s content, “Closed Group” whereby only certain users may read the module’s content as authorized by the Session Manager or Quanser, or “Public” whereby any user who has a Quanser Digital Experiences App may read the module’s content.
“QLabs Mobile” means the Quanser Digital Experiences Mobile App that may be provided to You under this Agreement as a player and may be available on Apple iTunes and Google Play.
“QLabs Desktop” means the Quanser Digital Experiences Desktop App that may be provided to You under this Agreement as a player and may be available on the Quanser Website, or Quanser Digital Experiences Web Platform.
“Quanser Digital Experiences Platform” means the Quanser proprietary software platform that includes but is not limited to the Quanser Interactive Labs Mobile App, Quanser Interactive Labs Desktop App, Quanser Digital Experiences Web Platform, Quanser Website, Quanser Academic Portal, and Documentation.
“Quanser Digital Experiences Web Platform” means a Quanser proprietary web platform that includes Tools and the Content Repository. For clarity, the Quanser Digital Experiences Web Platform includes Quanser Academic Portal and web-based portions of the Quanser Website. Users that are enterprises or intuitions (“Enterprise Users”) may use the Quanser Digital Experiences Web Platform to manage user accounts and permissions. “Registered User” means any User or Manager.
“Third Party Components” means software and interfaces, licensed by Quanser from a third party for incorporation into the Quanser Digital Experiences Mobile App, Quanser Digital Experiences Desktop App and Quanser Digital Experiences Web Platform and distributed as a part of the Quanser Digital Experiences Mobile App and Quanser Digital Experiences Desktop App.
“Tools” means the authoring and management tools and associated templates, widgets, and libraries that are included in the Quanser Digital Experiences Web Platform.
2. Grant of Licence
Subject to the terms and conditions herein, and the terms and conditions in any applicable order form (“Order Form”), this Agreement grants You a limited, non-
sublicensable, non-exclusive, non-transferable right to install, run, and use a copy of the Quanser Interactive Labs Mobile App on a Handheld Product, and Quanser Interactive Labs Desktop App on a Desktop Product. The Quanser Interactive Labs Mobile App and Quanser Interactive Labs Desktop App are licensed, not sold.
The Order Form is a separate document, referring to this Agreement. The Order Form may specify the right to use the Quanser Interactive Labs Web Platform and Content, as well as user restrictions (such as a number of authorized users)
If You are acquiring Content and the Quanser Interactive Labs Mobile App and Quanser Interactive Labs Desktop App on a subscription basis or as part of a free trial, then the license rights set out above apply only for the time period for which You have paid the requisite subscription fees or for the time period authorised by Quanser or its authorised distributor, as the case may be.
In all cases, the license(s) granted under this Agreement, only permit You to use the Quanser Digital Experiences Software Bundle or to access the Quanser Digital Experiences Web Platform only for Your own internal or personal purposes unless otherwise specified in Your Order Form.
Updates and Upgrades. This Agreement and the licenses granted herein, do not imply any rights or entitlement to future upgrades or updates of the Quanser Digital Experiences Platform. Notwithstanding the foregoing, the Quanser Digital Experiences Software Bundle may include functionality to automatically check for updates or upgrades to the Quanser Digital Experiences Platform, and You may be required to update the Quanser Digital Experiences Software Bundle or Third Party Components in order to continue to access or use the Quanser Interactive Labs Mobile App and Quanser Interactive Labs Desktop App, the Third Party Components, the Quanser Digital Experiences Web Platform, and Content. Quanser may (but is not obligated to) make updates or upgrades available to You from time-to-time. Any updates or upgrades provided to You by Quanser under this Agreement shall be considered Quanser Digital Experiences Platform or Third-Party Components, as the case may be. For clarity, Quanser may at any time, modify the functionality of the Quanser Interactive Labs Mobile App and Quanser Interactive Labs Desktop App
and/or the Quanser Digital Experiences Web Platform via upgrade, update, or otherwise at any time in its sole discretion.
Beta Products. If the Quanser Digital Experiences Platform is identified as pre-commercial, evaluation, “alpha” or “beta” software (“Beta Software”), the license rights set out above with respect to Your use of such Beta Software apply only for the time period authorised by Quanser (“Test Period”) and solely to the extent necessary to enable You to test and provide Feedback to Quanser regarding the Beta Software. Such license will automatically terminate upon the expiration of the Test Period, which period may be extended or terminated by Quanser at any time, in its sole discretion, but, unless You are in breach of this Agreement, Quanser will, if feasible, use commercially reasonable efforts to provide You with prior notice of any change to the duration of the Test Period. Notwithstanding the Test Period, You acknowledge and agree that Quanser may include technical measures in the Beta Software that render it inoperable after a specified period of time and You agree that You will not circumvent such technical measures, nor attempt to do so. In consideration of the grant of license to the Beta Software, You agree that You will provide Quanser with Feedback on Beta Software as Quanser reasonably requests, including ongoing feedback regarding bugs and faults experienced during the Test Period, without any compensation or reimbursement of any kind from Quanser, and that the Section below entitled “Feedback” will apply to such Feedback. Quanser may specifically request that You complete a survey related to Beta Software and You agree to complete any such surveys. YOU ACKNOWLEDGE AND AGREE THAT ALL TESTING, EVALUATION, AND USE OF BETA SOFTWARE IS DONE ENTIRELY AT YOUR OWN RISK.
3. Ownership and Limits to Use
You do not acquire any ownership right, title or interest in or to any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright, database rights or rights in any confidential information or trade-secrets, in or relating to Your Quanser Digital Experiences Software Bundle and Quanser Digital Experiences Web Platform, including Content that is made available by Quanser or through the Quanser Digital Experiences Platform. You also do not
acquire any license rights in or related to Your Quanser Digital Experiences Software Bundle and Quanser Digital Experiences Web Platform, or in any Content made available to You by Quanser or through the Quanser Digital Experiences Platform, other than the rights expressly licensed to You under this Agreement, in the associated Documentation, or in another mutually agreed upon written agreement that You may have with Quanser. Quanser expressly reserves all rights with respect to the Quanser Digital Experiences Platform and Documentation not expressly granted by this Agreement. You acknowledge that this Agreement shall provide to You only a limited license as set forth herein during the term of this Agreement.
4. Rules of Use for Quanser Digital Experiences Software Bundle
You are responsible for all activities with respect to Your Quanser Digital Experiences Software Bundle undertaken by You and You will ensure that:
a) You only use the Quanser Digital Experiences Software Bundle in accordance with this Agreement, all applicable laws and regulations, and the applicable Documentation for the Quanser Digital Experiences Software Bundle;
(b) You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a minor, and You are over the age of majority;
(c) Any information that is provided to Quanser pursuant to this Agreement is true, accurate, current, and complete, and so long as You continue to use the Quanser Digital Experiences Software Bundle or maintain an account, You will update such information to keep it true, accurate and complete;
(d) You do not knowingly, after making such inquiries as a reasonable person in Your position would undertake, use or permit others to use the Quanser Digital Experiences Software Bundle in a manner that in Quanser’s judgment, acting reasonably, interferes with, degrades or adversely affects any software, hardware, system, network, Content, or service, including any part of Your or any other end user’s Quanser Digital Experiences Platform, used by any person, including Quanser, or otherwise has a detrimental effect upon Quanser, and You will
immediately cease any such activity upon Quanser delivering notice of same to You;
(e) You do not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the Quanser Digital Experiences Software Bundle or any Content, or any part thereof, made available to You to any other person;
(f) You do not attempt to gain unauthorised access to the Quanser Digital Experiences Software Bundle or other accounts, through hacking, password mining or any other means, or obtain or attempt to obtain any Content made available through the Quanser Digital Experiences Software Bundle through any means not intentionally made available to You;
(g) You cooperate with Quanser and provide information requested by Quanser to assist Quanser in investigating or determining whether there has been a breach of this Agreement. You hereby authorise Quanser to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations; (ii) third parties in investigating acts in violation of this Agreement; and (iii) system administrators at Internet service providers, networks or computing facilities in order to enforce this Agreement. Such cooperation may include Quanser disclosing Your username, IP address, or other personal information; and
(h) You do not modify, create derivative works, or alter in any manner the Quanser Digital Experiences Software Bundle or the Documentation (including translation or localisation) or take part in any such an effort initiated by a third party.
5. Confidentiality and No Reverse Engineering
You acknowledge and agree that the Quanser Digital Experiences Software Bundle was: (a) developed at considerable time and expense by Quanser; and (b) that the Quanser Digital Experiences Software Bundle, Quanser Digital Experiences Web Platform, and Beta Software contain confidential information including the trade-secrets of Quanser. Without limiting the foregoing, for Beta Software, confidential information includes the appearance, ‘look and feel’, performance, specifications, features and functionality of software, which information may not be discussed or
shown to the public by You in any manner until publicly released by Quanser. This Agreement gives You no right to obtain from Quanser any source code for the Quanser Digital Experiences Software Bundle and, except to the extent that Quanser is expressly precluded by law from prohibiting these activities, You agree that You will not alter, modify, adapt, create derivative works, translate, deface, or Reverse Engineer the Quanser Digital Experiences Software Bundle or attempt to do so, or permit, acquiesce, authorise or encourage any other party to do the same. For the purpose of this Agreement, “Reverse Engineer” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, or “black box” reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.
6. Required Handheld and Desktop Product and Airtime Service
You are responsible for ensuring that the Handheld Product and Desktop Product and wireless network airtime services with which You choose to operate Your Quanser Digital Experiences Platform meets Quanser’s minimum requirements required for Your Quanser Digital Experiences Platform as set out in the Documentation.
7. Additional Terms
You may be required to agree to additional terms and conditions with Quanser in relation to Third Party Components (e.g. open source components) and in order to use certain Content. With respect to Third Party Components made available to You by Quanser, if the Third Party Components are not accompanied by a separate license or terms of service, its use shall be subject to the terms and conditions of this Agreement as though it were the Quanser Digital Experiences Software Bundle that forms part of Your Quanser Digital Experiences Platform; provided that such
Third Party Components is provided to You by Quanser “AS IS” and “AS AVAILABLE”, with no express or implied conditions, endorsements, guarantees, representations or warranties, and as between You and Quanser, the limitations and exclusions of liability and disclaimers set out in this Agreement shall apply, but the refund provisions set out in this Agreement shall not apply.
8. Your Materials and Other Content
(a) Feedback. You may provide feedback to Quanser about the Quanser Digital Experiences Software Bundle and the Quanser Digital Experiences Platform. Unless Quanser otherwise agrees in writing, You hereby agree that Quanser shall own all feedback, comments, suggestions, ideas, concepts and changes that You provide to Quanser regarding ‘Your Quanser Digital Experiences Platform and all associated intellectual property rights (collectively the “Feedback”) and You hereby assign to Quanser all of Your right, title and interest thereto. You will not knowingly provide Quanser any Feedback that is subject to third party intellectual property rights. You agree to cooperate fully with Quanser with respect to signing further documents and doing such other acts as are reasonably requested by Quanser to confirm that Quanser owns the Feedback and to enable Quanser to register and/or protect any associated intellectual property rights and/or confidential information.
(b) Suspend Access or Terminate. You agree that from time to time Quanser may suspend access to the Quanser Digital Experiences Platform or Content for indefinite periods of time or cease to make these available to You at any time, without notice to You, and You will have no recourse against Quanser should this occur. Except to the extent prohibited by law, Quanser reserves the right in its sole discretion, and at any time, for any reason and without notice to You, to change, suspend, remove, disable, limit, preclude or terminate Your access to the Quanser Digital Experiences Software Bundle, Quanser Digital Experiences Web Platform, and/or Content and You will have no recourse against Quanser should this occur.
9. Security, Accounts and Password
You agree to assume full responsibility for the establishment of appropriate security measures to control access to Your Handheld Product and Desktop Product. Without limiting the foregoing, You agree to choose strong passwords, and to maintain the security and confidentiality of all passwords used to access Your Quanser Digital Experiences Platform or any portion thereof, including passwords used to access any account established in connection with Your Quanser Digital Experiences Platform. You further agree that You are responsible for all activity that occurs using Your passwords, or on or through Your accounts, including all financial charges or other liability incurred in respect of such activity. You agree to immediately notify Quanser of any unauthorized use of all or any portion of Your Quanser Digital Experiences Platform, including any passwords for any portion of the Quanser Digital Experiences Software Bundle, by contacting Quanser Customer Support (portal@quanser.com). Quanser may take such actions that it deems appropriate following receipt of such notification but has no obligation to take any action. You agree that notifying Quanser as set out above does not relieve You of responsibility for all activity that occurs using Your passwords, or on or through Your accounts.
10. Term
This Agreement shall be effective upon Your agreeing to be bound by the terms and conditions of this Agreement (as described in the preamble above) and shall continue in effect unless terminated in accordance with the provisions set out herein.
11. Remedies and Termination
In addition to any other of Quanser’s rights or remedies set forth in this Agreement:
(a) If You breach this Agreement, Quanser or its agent may, but is not obligated to, take certain actions they deem appropriate. Such actions may include temporary or permanent removal of Your Content and/or the immediate suspension or termination of all or any portion of Your Quanser Digital Experiences Platform.
(b) Quanser may, in addition to all other rights and remedies provided by this Agreement or by law, immediately terminate this Agreement and any other license agreement between You and Quanser for any other portion of Your Quanser Digital Experiences Platform used by You if You breach this Agreement, or any Addendum or other agreement You have in effect with Quanser, including, by failing to pay any fees within thirty (30) days of their becoming due and payable. Where You have provided Quanser with accurate contact information, Quanser shall use reasonable commercial efforts to provide You with notice of termination.
(d) In addition, Quanser may terminate this Agreement and/or immediately cease to provide the Quanser Digital Experiences Platform without any liability whatsoever to You if Quanser is prevented from providing any portion or all of the Quanser Digital Experiences Platform by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body, or if a notice from a government agency or department indicates Quanser is not permitted to provide any portion or all of the Quanser Digital Experiences Platform. Nothing herein shall be construed to require Quanser to seek a waiver of any such law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
(e) Except as expressly provided herein, Quanser shall not have any liability to You arising from or related to the termination of this Agreement, or any rights or licenses granted herein, in accordance with this Agreement.
(f) Any termination under this Agreement by Quanser will be effective without Quanser obtaining any judicial or administrative consent, approval or resolution whatsoever in Your jurisdiction.
12. Effect of Termination
Upon termination of this Agreement or the provision of the Quanser Digital Experiences Platform to You, however caused, or if Your subscription or a free trial for the Quanser Digital Experiences Platform expires, or the Test Period for Beta Software expires or is terminated: (a) You will immediately discontinue all use of the Quanser Digital Experiences Software Bundle, or in the case where this
Agreement is not terminated, the item(s) of Quanser Digital Experiences Software Bundle including Content for which the license has been terminated or expired, and return all copies of such; and (b) Quanser shall have the right to block any transmission of data to and from the Quanser Digital Experiences Software Bundle without notice to You. Upon termination of any account You may have with Quanser, You authorise Quanser to delete Your Content, any files, programs, data associated with such account, without notice to You. You shall remain liable for all amounts that may be due up to and including the effective date of termination in relation to the affected Quanser Digital Experiences Platform and Content, including amounts charged to Your authorized mode of payment. In the event of the termination of this Agreement by Quanser pursuant to provisions of this Agreement, You shall pay to Quanser all fees (including reasonable lawyers’ fees and costs) and related expenses expended or incurred by Quanser in the enforcement of its rights hereunder. Notwithstanding the foregoing, because of the nature of the Quanser Digital Experiences Software Bundle, it may be impossible to return the Quanser Digital Experiences Software Bundle. In such cases, you agree to permanently delete the Quanser Digital Experiences Software Bundle and Content from Your Handheld Product and computing platform.
13. Consent to Collection, Use, Processing, Transfer, Storage and Disclosure (collectively, “Process” or “Processing”) of Information
Personal information that is Processed by Quanser and its service providers will be treated in accordance with Quanser’s Privacy Policy (which is hereby incorporated by reference into this Agreement and can be viewed at www.quanser.com/digital-privacy or obtained by emailing portal@quanser.com).
(a) Personal Information. Your installation and/or use of the Quanser Digital Experiences Software Bundle may result in the Processing of personal information (as defined under applicable law) about You by Quanser and its service providers. Depending on the functionality used in the Quanser Digital Experiences Platform, personal information may include information such as name, email address, account credentials and settings, Handheld Product and Desktop Product information (for example, Handheld Product and Desktop Product identifiers),
airtime service provider information, and information about the use of the Quanser Digital Experiences Platform and Content. You consent that Quanser may collect such personal information from You directly.
(b) Purposes. Consistent with Quanser’s Privacy Policy, personal information may be Processed by Quanser and their service providers for purposes related to (i) understanding and meeting Your needs and preferences and to provide You with the Quanser Digital Experiences Platform and Content; (ii) developing new and enhancing existing products and services, including to communicate with You about them; (iii) managing and developing Quanser’s business and operations; and (iv) meeting legal and regulatory requirements. Furthermore, Quanser may make available to or send to You upgrades or updates, or notices of upgrades or updates, of the Quanser Digital Experiences Platform and related products or services.
14. User Data
In addition to any disclosures authorized by Section 13, You consent and agree that Quanser may access, preserve, and disclose Your data, including personal information, or information about the use of the Quanser Digital Experiences Platform (“User Data”), to third parties, including foreign or domestic government entities, without providing notice to You under the laws of countries where Quanser and its service providers, other partners and affiliates are located in order to: (i) comply with legal process or enforceable governmental request, or as otherwise required by law; (ii) cooperate with third parties in investigating acts in violation of this Agreement or to enforce this Agreement.
15. Limitation of Liability
THE QUANSER DIGITAL EXPERIENCES SOFTWARE BUNDLE AS WELL AS THE DOCUMENTATION IS PROVIDED TO YOU AS IS. QUANSER DISCLAIMS ALL LIABILITY AND, OTHER THAN WHAT IS EXPRESSLY SET OUT IN THIS AGREEMENT, QUANSER OFFERS NO WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF THE QUANSER DIGITAL EXPERIENCES SOFTWARE BUNDLE APP AND DOCUMENTATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUANSER BE HELD LIABLE FOR ANY LOSS OR DAMAGE, DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL RESULTING FROM THE USE OF QUANSER DIGITAL EXPERIENCES SOFTWARE BUNDLE, THE QUANSER DIGITAL EXPERIENCES WEB PLATFORM, YOUR MATERIALS, CONTENT, THIRD PARTY COMPONENTS, AND
DOCUMENTATION, INCLUDING, WITHOUT LIMITING THE PRECEDING, THE LOSS OR ALTERATION OF DATA, LOSS OF PROFIT, INTERRUPTION OF BUSINESS AND LOSS OF EMPLOYEE WORK TIME. THIS EXCLUSION OF THE LIABILITY OF QUANSER WILL PREVAIL EVEN WHEN YOU ADVISE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
QUANSER’S ENTIRE LIABILITY TO THE SUBSCRIBER UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY OTHER LEGAL THEORY, (INCLUDING QUANSER’S DUTY TO INDEMNIFY AGAINST INFRINGEMENT AS PROVIDED HEREIN) WILL NOT EXCEED THE TOTAL FEES PAID TO QUANSER BY THE SUBSCRIBER FOR THE ASSOCIATED SUBSCRIPTION OR SERVICE DURING THE TERM.
QUANSER IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF MATERIALS OR CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE QUANSER DIGITAL EXPERIENCES SOFTWARE BUNDLE AND/OR ANY INFORMATION LINKED THROUGH SUCH MATERIALS OR CONTENT.
QUANSER AND/OR ITS LICENSORS AND EACH SUCH PARTY’S PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SERVICE, CONTENT, DOCUMENTATION, MODIFICATIONS, OR SERVICE CONCEPTS LICENSED HEREUNDER.
16. Warranty
Quanser does not warrant that the Quanser Digital Experiences Platform will meet your requirements, be error free, or operate without interruptions. You acknowledge that the Quanser Digital Experiences Platform operates in an environment that includes software and hardware of Third Party vendors and that Quanser does not control the products of Third Party vendors.
You have ninety (90) days from the receipt of this licence to report any defect in the Quanser Digital Experiences Platform. In such an event, Quanser will, at no cost to You, endeavor to have programming errors corrected if possible, and deliver to You a functional version of the Quanser Digital Experiences Platform. This obligation exists only if You provide at all relevant times the facilities described in this Agreement.
During this warranty period, to identify and resolve any problems relating to the Quanser Digital Experiences Platform, refer to the Documentation for the applicable contact details for reporting such problems.
Notwithstanding the preceding, You are not entitled to the warranty if You modify elements of the Quanser Digital Experiences Platform without the prior written authorisation of Quanser, if You do not follow the instructions found in the Documentation, or if You breach the terms and conditions of this licence.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
17. Severability; Entire Agreement
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement and any additional licenses accompanying the Quanser Digital Experiences Platform constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements with respect to the Quanser Digital Experiences Platform. Except as expressly set forth herein, any amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.
18. Governing Law
This Agreement along with any disputes of any kind whatsoever between Quanser and You are governed by the internal laws of the Province of Ontario, Canada, without regard to principles of conflicts of laws, and specifically excluding the United Nations Convention on the International Sale of Goods. Any disputes shall be resolved solely via commercial arbitration to be conducted in Toronto, Ontario, Canada.
19. Export Controls
You agree that You will not export or re-export any of the Quanser Digital Experiences Platform or Confidential Information received from Quanser except in compliance with the applicable laws and regulations of the relevant government authorities. You also agree that You will not use the Quanser Digital Experiences Platform for any purposes prohibited by applicable law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You represent that to the best of Your knowledge, You are eligible to receive the Quanser Digital Experiences Platform under applicable law. You certify that You will not transfer or export any product, process or service that is a direct product of the Quanser Digital Experiences Platform.
20. No Waiver or Assignment.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Quanser, and no single waiver will constitute a continuing or subsequent waiver. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign this Agreement or the rights and obligations herein without the prior written consent of Quanser. Quanser may assign this Agreement to an affiliate or purchaser of the business or assets associated with the Quanser Digital Experiences Platform.
21. Language
The parties confirm hereby that they each require that this Agreement and all documents and notices in connection therewith be drawn up in English.
Effective Date: July 1, 2020