THIS SOFTWARE TRIAL PARTICIPATION LICENSE AGREEMENT (the “Agreement”) describes the rights granted by WFAI (defined below), located at 1956 Robertson Road, Suite 201, Ottawa, Canada K2H 5B9 (“Licensor”) to any person or entity (“Licensee”, “you” or “your”) using Licensed Programs provided by WFAI as part of its software trial program. The software may include scripts, compiled code, supporting components, and documentation and are collectively referred to as the “Licensed Programs”. Both Licensor and Licensee are referred to hereinafter as a “Party” and collectively as the “Parties” to this Agreement.
By clicking the “I Accept” checkbox, Licensee agrees to be bound by all the terms and conditionsstated herein.
Licensee represents and warrants that he or she is legally able to enter into binding agreements and is a duly authorized agent of such entity for the purpose of entering into this Agreement and binding such entity in accordance with its terms. He or she represents that the information submitted to WFAI as part of the trial, including all application data, are true accurate, and complete.
To the extent Licensee has a separately executed agreement with WFAI or its Affiliates on the same or a different subject matter, such agreement will continue unmodified under its own terms. In the event of conflict between this Agreement and any other terms or conditions provided by WFAI or its Affiliates, including as part of the Licensed Programs, the terms of this Agreement shall govern.
For Purposes of this Agreement, “WFAI” means WorkforceAI regardless of Licensee location of business.
Section 1 – Conditional Grant. Unless you accept all the terms and conditions of this Agreement, you receive no rights or licenses hereunder. In the absence of a signed license agreement between Licensor and Licensee specifying alternate terms, any use of the Licensed Programs by the Licensee shall be considered acceptance of these terms. The Licensed Programs are copyrighted and are licensed, not sold to you. If you are not willing to be bound by the terms of this Agreement, do not access any of the WAFI or affiliated websites, install, copy or use the Licensed Programs.If you received access to this service from any source other than the Licensor, your access to the Licensed Programs is NOT permitted under this Agreement, and you must refrain from using the service or the software.
Section 2 – Warranty Disclaimer. NO WARRANTIES. LICENSOR, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO REPRESENTATION OR WARRANTY , WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ANY OTHER GUARANTEES OR CONDITIONS WITH RESPECT TO USE OF THE LICENSED PROGRAMS. LICENSEE’S USE OF ALL SUCH PROGRAMS ARE AT LICENSEE’S AND CUSTOMERS’ OWN RISK. LICENSOR PROVIDES THE LICENSED PROGRAMS ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” LICENSOR DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM, OR PROCESSED BY, THE LICENSED PROGRAMS. TO THE EXTENT PERMITTED UNDER LAW, LICENSOR EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, DATA ACCURACY, AND NON-INFRINGEMENT. NO GUARANTEE OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION IS MADE.
Section 4 – Confidentiality. The Licensed Programs, including documentation, are proprietary. They shall be handled as the confidential information of WFAI Licensed Programs, and shall be used by any receiving Party solely for any licensed uses of the Licensed Programs. Any receiving Party shall exercise thesame degree of care with regard to the protection of the Licensed Programs as it uses in protecting and preserving its own confidential and proprietary information and shall restrict access or distribution of the Licensed Programs to only those employees, contractors, consultants, affiliates, and subsidiaries who are subject to an obligation to keep such information confidential. THIS RELEASE OF THE LICENSED PROGRAMS MAY NOT BE REDISTRIBUTED OR PUBLISHED IN WHOLE OR IN PART TO ANY THIRD PARTY OTHER THAN THE LICENSEE. You therefore agree not to transfer, copy, disclose,provide or otherwise make available such proprietary information in any form to any third party without the prior written consent of GE.
Section 5 – Limitation of Liability. ANY LIABILITY ARISING UNDER THIS LICENSE, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR TO ANY THIRD PARTY, FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, OR SPECIAL CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, LOST DATA, OR COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR ANY SOFTWARE LICENSED FROM THIRD PARTIES FOR USE WITH THE SERVICES IS EXPLICILTLY DISCLAIMED AND LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT SHALL NOT EXCEED US$1,000. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.
Section 7 – Term and Termination. Your rights to the Licensed Programs will continue for the time period specified by GE. No rights to use the production release of the Licensed Programs are provided by this Agreement or any other terms which may be provided with the Licensed Programs (e.g. any ‘click-through’ license agreements). Notwithstanding the foregoing, either Party may terminate this Agreement at any time for any reason or no reason by providing the other party written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using and delete the Licensed Programs. In the event of any expiration or termination of this Agreement, its Confidentiality provision, disclaimers of GE’s representations and warranties, WFAI’s rights with respect to Feedback, and limitations of WFAI’s liability shall survive.
Section 8 – Applicable Law. The Agreement shall be governed by and interpreted in accordance with the substantive law of the the Province of Ontario, Canada., excluding its conflicts of law provisions, and by the courts of that province or state.
Section 9 – Export Compliance. Licensee will comply with any and all anti-boycott laws including any executive orders, rules, or regulations. Licensee agrees to comply with all applicable export laws and regulations, including those of Canada and the United States, to ensure technology provided by WFAI or its Affiliates under the Agreement is not used, sold, disclosed, released, transferred, or re-exported in violation of such laws and regulations. Licensee may not directly or indirectly export, re-export, or transfer any items or technology provided by Licensor or its Affiliates under the Agreement to:any country designated by Canada or the U.S. Department of State as a “State Sponsor of Terrorism”, including for the purposes of the Agreement North Korea, or to a resident or national of any such country; any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce, the list of "Specifically Designated Nationals and Blocked Persons" maintained by Canada or the U.S. Department of Treasury or any other applicable prohibited party list of the Canadian or US Government. The Licensed Programs are not designed for real-time control or time-sensitive applications that have the potential to cause death, personal injury, or property damage, or that could result in radioactive, medical, life support or other mission-critical activities, or any nuclear, chemical, or biological weapons activities or development of missile technology.
Section 10 – No Support. Licensor shall have no obligation to support the Licensed Software.
LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE THE SOFTWARE AND/OR ACCOMPANYING MATERIALS, AND NOT TO USE THE SOFTWARE IN A PRODUCTION ENVIRONMENT.
Section 3 – Feedback. It is expressly understood, acknowledged and agreed that you shall provide WFAI reasonable suggestions, comments and feedback regarding the Licensed Programs, including but not limited to usability, bug reports and test results, with respect to Licensed Programs testing (collectively, "Feedback"). If you provide such Feedback to GE, you shall grant WFAI the following worldwide, non-exclusive, perpetual, transferable, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any product, technology, service, specification or other documentation developed or offered by WFAI or any of its affiliates (individuallyand collectively, "WFAI Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any WFAI Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a WFAI Product, technology or service. Further, you represent and warrant that your Feedback is not subject to any license termsthat would purport to require WFAI to comply with any additional obligations with respect to any WFAI Products that incorporateany Feedback.
Section 6 – License. a) License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a worldwide, non-transferable, royalty-free, non-exclusive license to: download and install the Licensed Programs on Licensee’s own premises, and permit Licensee’s employees to use the Licensed Programs, solely for Licensee’s own internal trial of the Licensed Programs during the time period specified by GE.
b) For the purposes of this Agreement, the right to “use” the Licensed Programs shall include the right to utilize, run, access, store, copy, and display the Licensed Programs internally in Licensee’s non-production environment. No right or license is granted or agreed to be granted to disassemble, benchmark or decompile any Licensed Programs furnished in object code form, and Licensee agrees not to engaWFAI in any such conduct or permit any third-party to engaWFAI in such conduct unless permitted by law. No right or license is granted to distribute, publish, or disclose the Licensed Programs or to conduct or permit any third party to conduct any benchmarking or other testing under this Agreement. Reverse engineering of Licensed Programs provided in object code form is prohibited, unless such a right is explicitly granted by any explicit license subject to sub-section (c) below or as a matter of law, and then only to the extent explicitly permitted. Licensor shall have no obligation to support any such reverse engineering, any product or derivative of such reverse engineering, or any use of the Licensed Programs with any modified versions of any of their components under this Agreement.
c) Use of some open source and third party software applications or components included in or accessed through the Licensed Programs may be subject to other terms and conditions found in a separate license agreement, terms of use or “Notice” file located at the download page. The Licensed Programs are accompanied by additional software components solely to enable the Licensed Programs to operate as designed. Licensee is not permitted to use such additional software independently of the Licensed Programs unless Licensee secures a separate license for use from the named vendor. Do not use any third party code unless you agree with the applicable license terms for that code. Your use of any third party software (including open source) will be governed the applicable license agreements, if any, between you and such third parties. WFAI shall have no warranty, support, maintenance, or other obligations or liability under this Agreement with respect to such third party software.
d) Title. Title to and ownership of the Licensed Programsshall at all times remain with Licensor. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.