END USER LICENSE AGREEMENT
Last Updated Date: JUNE 02, 2021.
ATTENTION: THIS IS A LICENSE, NOT A SALE. THE LICENSED PRODUCTS WHICH YOU ORDER THROUGH THE SIGN SPEC WEBSITE ARE PROVIDED TO YOU UNDER THIS AGREEMENT, WHICH DETERMINES WHAT YOU MAY DO WITH THE LICENSED PRODUCTS AND CONTAINS LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
BY CLICKING THROUGH THE “I AGREE” BOX BELOW, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
THE LICENSED PRODUCTS ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.
This end user license agreement (the “Agreement”) is between you and Sign Spec Canada Inc. (“Sign Spec”) and governs your use of Sign Spec’s Licensed Products. If you do not agree with these terms and conditions, you must not accept this Agreement and may not license or use the Licensed Products. This Agreement is subject to change by Sign Spec without prior written notice at any time, in its sole discretion. Any amendments made to this Agreement by Sign Spec will be in effect as of the “Last Updated Date” referred to at the beginning of this Agreement. You should review this Agreement before purchasing any Licensed Product available through this Sign Spec website. Your continued use of Sign Spec Materials or any purchases made by you from the Sign Spec website after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
By placing an Order, you affirm that you are of legal age to enter into this Agreement, and you accept and agree to be bound by these terms and conditions. You affirm that if you place an Order and enter into this Agreement on behalf of an organization or company, you have the legal authority to bind such organization or company to these terms and conditions.
For third party End Users acquiring Licensed Products from an Intermediary, and where such End User is agreeing to this Agreement in writing at the request of an Intermediary, references to “you” shall be deemed, where applicable, to be references to such End User.
In addition to terms defined elsewhere in this Agreement, the following capitalized and underlined terms shall have the meaning set forth in this Section for purposes of this Agreement:
Sign Spec welcomes ideas, comments, suggestions or other feedback regarding improvements or additions to the Sign Spec Materials. If You submit comments, messages, suggestions, ideas, concepts, feedback or other information about the Sign Spec Materials, Sign Spec or its business (collectively, “Submissions”), you: (a) represent and warrant that none of the Submissions are confidential or proprietary to you or to any other party; (b) represent and warrant that none of the Submissions breach any agreement to which you are a party; and (c) grant to Sign Spec an exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable, sub-licensable, worldwide license to use, share and commercialize such Submissions in any way and for any purpose. You hereby waive, and will ensure that your personnel waive, in favour of Sign Spec and its successors and assigns, any and all moral rights in and to all Submissions.
You hereby agree to indemnify, defend at your own expense and hold harmless Sign Spec and its directors, officers, employees, licensors, agents and affiliates (collectively the “Indemnitees”) from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees) incurred by any of them in connection with: (a) breach by you or any End User of any representations, warranties or covenants under this agreement; and (b) any and all uses of the Sign Spec Materials by you and End Users. This indemnity will survive any termination of this Agreement, howsoever caused.
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 2.7 OF THIS AGREEMENT AND TO THE GREATEST EXTENT ALLOWED BY LAW, THE SIGN SPEC MATERIALS ARE PROVIDED ON AN "AS IS, WITH ALL FAULTS BASIS" AND SIGN SPEC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SIGN SPEC MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR COMPLIANCE WITH STANDARDS OR LAWS. UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN, SIGN SPEC DOES NOT WARRANT THAT THE SIGN SPEC MATERIALS WILL BE ERROR FREE, NOR DOES SIGN SPEC WARRANT THAT THE SIGN SPEC MATERIALS WILL MEET ALL YOUR REQUIREMENTS. YOU ASSUME ALL RISK FOR DAMAGES THAT MAY RESULT FROM THE USE OF THE SIGN SPEC MATERIALS, INCLUDING BODILY INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGN SPEC OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR INTERRUPTION OF BUSINESS, HOWSOEVER CAUSED AND WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SIGN SPEC MATERIALS, EVEN IF SIGN SPEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGN SPEC’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY SIGN SPEC FROM YOU OR THE INTERMEDIARY, AS APPLICABLE, FOR SIGN SPEC MATERIALS PURCHASED UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You acknowledge and agree that your use of Sign Spec Materials does not relieve you of any obligation which you may have to comply with federal and provincial legislation which is applicable to your industry and your workplace or your responsibilities under any applicable law. The use of Sign Spec Materials is not a substitute for any of the legal obligations which you may otherwise have.
BY SIGNING “I AGREE”, YOU HEREBY AGREE THAT TOU HAVE REVIEWED, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND FURTHER AGREE TO ENSURE THAT ANY END USERS TO WHOM YOU PROVIDE THE SIGN SPEC MATERIALS DO THE SAME.
Today's Date: January 31, 2023
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Document Name: EULA
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