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")..
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
4. Limited Warranty, Disclaimers and Limitation of Liability.
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.
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.
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.
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.
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.
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.