- Non-Exclusive Licence Agreement This licence agreement (the “Agreement”) between Wonder Scientific (“Licensor”) and you or the entity you represent (“You”) sets out the terms and conditions governing your access and use of this website and its services. By accessing the services, you indicate your acceptance of the terms of this Agreement. This Agreement takes effect on the date you accept the terms of the Agreement in accordance with this section (the “Effective Date”). You represent that You have reached the age of majority and are therefore legally able to enter into contracts.
- Description of the Services Wonder Scientific provides information as well as products on its website. The Licensor reserves the right to change or discontinue any of the services. You will be notified of any material changes or discontinuation of the services.
- Grant of Licence Licensor grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and/or use the services for your personal, non-commercial use. You agree that You may not use the services in any manner or for any purpose other than as expressly permitted by this Agreement and in particular You may not:
(a) modify, alter, tamper with or create a derivative work of the website or software;
(b) reverse engineer, disassemble or decompile website, software and its services; or
(c) resell or sublicense the services.
- Modification of Licence Licensor may modify the terms of this Agreement at any time without notice. Any additional or modified terms will be effective upon being posted on the Licensor’s website. It is your responsibility to review the Agreement periodically on the website. Your continued use of the [services/software/other description as applicable] constitutes your acceptance of the modified or additional terms.
- Proprietary and Intellectual Property Rights As between Licensor and You, Licensor owns all right, title and interest in and to the website and its services as applicable. You acknowledge and agree that the website and its services as applicable is licensed to You only for the term of this Agreement and in accordance with the terms and conditions of this Agreement. Except for the limited rights granted in this Agreement, all rights are reserved by Licensor.
- Term The term of this Agreement commences on the Effective Date and remains in effect until terminated in accordance with para. 7 of this Agreement.
- Termination This Agreement may be terminated by either party upon 30 days’ prior written notice to the other party.
- Fees and Payment The fees payable by You for the website and its services as applicable and the terms and conditions of payment of such fees are set out in the payment terms section of Licensor’s website (the “Payment Terms”).
- Disclaimer The website and its services as applicable are provided “as is”, without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. Licensor gives no warranty that the website and its services as applicable will meet your particular requirements or that the operation of the website and its services as applicable will be uninterrupted or error free.
- Limitation of Liability In no event shall Licensor, its directors, officers, agents, employees or affiliates be liable to You for any direct, indirect, special, consequential or exemplary damages arising out of or related to the use or inability to use the website and its services as applicable, even if Licensor has been advised of the possibility of such damages. This limitation of liability shall apply to any claim or cause of action whatsoever whether such claim or cause of action is based on contract, tort, strict liability or other theory.
- Indemnity You agree to indemnify and hold harmless Licensor together with its directors, officers, agents, employees and affiliates, from and against all liability, causes of action, claims, costs and expenses arising out of or resulting from your [use/access] of the [services/software/other description as applicable].
- Notices All notices given under this Agreement shall be in writing.
- No Waiver No provision of this Agreement shall be deemed to be waived by Licensor unless such waiver is in writing and signed by the Licensor. No failure by Licensor to exercise and no delay by Licensor in exercising any right or remedy under this Agreement will be deemed to be a waiver by Licensor of that right or remedy. No waiver by Licensor of any breach by You of this Agreement shall be deemed to be a waiver of any subsequent breach by You of that provision.
- Severability If any court of competent jurisdiction holds that any provision in this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
- Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
- Entire Agreement This Agreement and the Payment Terms together form the entire agreement between the parties with respect to the subject matter hereof and supersede and cancel any and all prior or contemporaneous discussions, negotiations, arrangements and agreements between them, express or implied, oral or written, with respect to such subject matter hereof.
- Assignment You will not assign this Agreement or sublicense any of your rights under this Agreement without the prior written consent of Licensor. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
- Acknowledgment You acknowledge that You have read this licence, understand it and agree to be bound by its terms and conditions.