SOLUTION LICENCE AGREEMENT

 

Please read this Licence Agreement carefully. By using all or any part of the Solution, you accept all the terms and conditions of this agreement. This Licence Agreement provides for the licensing to you (the "Client") by Transcontinental Printing G.P. or Transcontinental Printing 2005 G.P., as the case may be ("Transcontinental"), of the solution or solutions of our Digital Workshop to which you have been provided access (the "Solution")..

LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT between you and Transcontinental. By using the solution, you are agreeing to be bound by the terms and conditions of this Licence Agreement. If you do not agree to the terms and conditions of this Licence Agreement, immediately cease use of the solution.

1. Grant of Limited Licence.

Transcontinental grants to you a non-exclusive limited right to use the Solution.

2. Reservation of Rights and Copyright.

The Solution and any software comprising the Solution (the "Software") are the intellectual property of and are owned by Transcontinental and its suppliers. The structure, organization and code of the Solution and the Software are the valuable trade secrets and confidential information of Transcontinental and its suppliers. The Solution and Software are protected by law. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Solution or the Software and all rights not expressly granted are reserved by Transcontinental and its suppliers.

3. Other restrictions

a) Copies. You may not copy the Solution or any Software.

b) No Transfer. YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOLUTION. 

c) No Use of Name.  You may not claim that the Solution or the Software are yours, and you may not use the name Transcontinental to endorse or promote products derived from the Software without prior written permission.

d) Username and Password You may not communicate your username and/or password to any person who is not authorized to act on your behalf hereunder.

4. Limited Warranty, Disclaimers and Limitation of Liability.

a) THE SOLUTION AND THE SOFTWARE AND ANY DOCUMENTATION ARE PROVIDED "AS  IS", WITHOUT WARRANTY OF ANY KIND.   TRANSCONTINENTAL, ITS AFFILIATES AND THEIR SUPPLIERS FURTHER DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.  THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOLUTION AND THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU.

b) IN NO EVENT SHALL TRANSCONTINENTAL, ITS AFFILIATES OR THEIR SUPPLIERS OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION, MARKETING, DISTRIBUTION, OR DELIVERY OF ANY PART OF THE SOLUTION, BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, FOR BUSINESS INTERRUPTION, FOR LOSS OF BUSINESS INFORMATION, OR FOR OTHER MONETARY LOSS, ARISING OUT OF THE USE OF OR THE PERFORMANCE OF THE SOLUTION OR THE INABILITY TO USE THE SOLUTION AND OTHER INFORMATION PROVIDED TO YOU BY TRANSCONTINENTAL, OR IN THE PROVISION OF, OR FAILURE TO PROVIDE, SERVICES OR INFORMATION.

c) NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF TRANSCONTINENTAL, ITS AFFILIATES AND ANY OF THEIR SUPPLIERS, WHETHER IN CONTRACT (INCLUDING ANY PROVISION OF THIS LICENCE AGREEMENT), TORT, OR OTHERWISE, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY CLIENT FOR THE SOLUTION.

5. Fees.

By using the solution, you represent that you have paid Transcontinental any and all applicable licence fees, if any, for the Solution as required by Transcontinental.

6. Your Warranty to Transcontinental

You warrant that all individuals having access to the Solution will observe and perform all the terms and conditions of this Licence Agreement.  You shall, at your own expense, promptly enforce the restrictions in this Licence Agreement against any person who gains access to the Solution with your permission or while your employee and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him or her.  You agree to immediately notify Transcontinental in writing of any misuse, misappropriation or unauthorized use, disclosure, display or copying of the Solution that may come to your attention. You agree to defend, indemnify and hold harmless Transcontinental, its affiliates and their suppliers from any and all claims resulting from or arising out of your use of the Solution or breach of this Licence Agreement.

7. Personal information

To the extent Transcontinental may access Personal Information, Transcontinental will not transmit Personal Information voluntarily to any third party without your express consent except to comply with legal process.  Your Personal Information remains in your full control.

8. Injunctive Relief

Because of the unique nature of the Solution, you understand and agree that Transcontinental will suffer irreparable injury in the event you fail to comply with any of the terms and conditions of this Licence Agreement and that monetary damages may be inadequate to compensate Transcontinental for such breach.  Accordingly, you agree that Transcontinental will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms and conditions of this Licence Agreement.

9. Termination

You may terminate this Agreement at any time.  Transcontinental may immediately terminate this Licence Agreement if you breach any representation, warranty, agreement or obligation contained or referred to in this Licence Agreement or in any other agreement (including a purchase order) entered into between you and Transcontinental.  The provisions of Sections 3, 4, 5, 6, 7, 8, and 10 of this Licence Agreement shall survive termination of this Agreement.

10. Miscellaneous

This Agreement shall be governed by the laws of the Province of Ontario.  This Licence Agreement is the complete agreement between Transcontinental and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof.