By clicking on the “ACCEPT AND LOGIN” button below, you AGREE that you have read the End User License Agreement set out below and AGREE to be bound by all of its terms and conditions. The use of the eCourse to which your assigned User ID allows you access (“TNS eCourse”) is conditional upon your agreement with the terms and conditions of the licence.
If you DO NOT AGREE with any provision contained in the End User License Agreement, you may not use the TNS eCourse and you should not click on the “LOGIN” button below.
If at any time you wish to terminate this licence, you may do so by writing to Licensor at the address set out at the bottom of the End User License Agreement, at which point the TNS eCourse licence will AUTOMATICALLY TERMINATE, and you will have no further right to use the TNS eCourse.
END-USER LICENSE AGREEMENT
IMPORTANT! CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE ACCESSING OR USING THE TNS ECOURSE WHICH ACCOMPANIES IT. BY ACCESSING OR USING THE TNS ECOURSE, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE, ACCESS OR RETAIN ANY COPIES (INCLUDING PRINTED COPIES) OF THE TNS ECOURSE.
This End-User License Agreement (the “Agreement”) is a legal agreement between you and The Natural Step (Canada) Inc. (“Licensor”) for the TNS eCourse product or products (in object code form only), and all related documentation (printed or electronic), media (including without limitation all templates, audiovisual materials and rich media components) and other materials which accompany this Agreement and all copies thereof (collectively, the “TNS eCourse”).
LICENCE. Subject to the terms and conditions of this Agreement, Licensor hereby grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable right to use the TNS eCourse solely for your personal non-commercial use.
UPDATES AND PATCHES. This Agreement also governs, and the term “TNS eCourse” as used in this Agreement includes, any patches, revisions, updates, upgrades or replacements of the TNS eCourse (“Updates”) that may be subsequently delivered to you or that you may subsequently receive, unless other terms and conditions are delivered with such Updates, in which case such terms and conditions shall govern. You agree that you may only use the TNS eCourse as modified or replaced by the Updates and you shall cease to use all prior versions and components of the TNS eCourse so modified or replaced. If the TNS eCourse accompanying this Agreement consists of Updates, you agree that this Agreement shall supersede and replace any previously issued Agreement in respect of the TNS eCourse.
RESTRICTIONS. You agree not to: (a) copy the TNS eCourse; (b) distribute, disclose, sublicense, sell, give away, loan, lend, rent, transfer or transmit in any manner the TNS eCourse, whether temporarily or permanently; (c) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form the TNS eCourse, or create derivative works based on, or any competitive or emulating TNS eCourse using, the TNS eCourse; (d) use the TNS eCourse on a service bureau or similar basis, including without limitation using the TNS eCourse to process the work or data of others or otherwise making available the functions, results or benefit of the TNS eCourse available for use by others; (e) use the TNS eCourse in a manner that infringes upon the lawful rights of others or in contravention of any and all applicable laws (including without limitations all applicable copyright laws); (f) use the TNS eCourse for any unlawful purpose or in any unlawful manner; (g) use the TNS eCourse for any commercial purpose; (g) export or re-export the TNS eCourse; or (h) attempt, or cause, permit or encourage any other person to do any of the foregoing.
OWNERSHIP. The TNS eCourse is protected by copyright and other intellectual property rights and is licensed, not sold. All right, title and interest (including all copyrights, trade-marks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the TNS eCourse and all copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by or licensed to the Licensor. Other content has been integrated into the TNS eCourse with the consent of various licensors, and all said other content is the property of the respective licensors. All trade names, company names, trade-marks, service marks and other product and service names and logos in the TNS eCourse are the proprietary marks of, or under license to, the Licensor, or, where indicated, its licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. This Agreement does not grant you any rights in respect of any such marks. Licensor’s and its licensors’ products, services, methods and processes may be covered by one or more patents or other statutory intellectual property rights, and are subject to trade secret and other proprietary rights. Licensor and its licensors reserve all such rights, respectively.
LINKS AND THIRD PARTY CONTENT. As a convenience to you, Licensor may provide, in this TNS eCourse, links to websites operated by other entities. If you use these sites, you will exit the TNS eCourse. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Licensor makes no representation or warranty regarding, and does not endorse, any linked websites, the information appearing thereon or any of the products or services described thereon, or the linked third party sources. Links do not imply that Licensor sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trade-mark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trade-mark, trade name, logo or copyright symbol of Licensor or any of its affiliates. This TNS eCourse may contain materials, data or information provided, posted or offered by third parties. You agree that Licensor shall not have any liability whatsoever to you for any such third party material, data or information. The views and opinions contained in said third party material, data or information are not necessarily those of Licensor, and Licensor makes no representation or warranty regarding said third party material, data or information.
NO WARRANTY. YOU UNDERSTAND AND ACKNOWLEDGE THAT LICENSOR HAS MADE THE TNS ECOURSE AVAILABLE TO YOU ONLY ON AN “AS-IS” BASIS AT YOUR SOLE RISK, AND MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WHATSOEVER REGARDING THE TNS ECOURSE OR ITS USE AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE TNS ECOURSE REMAINS WITH YOU. LICENSOR CANNOT AND DOES NOT WARRANT THAT THE TNS ECOURSE WILL OPERATE WITHOUT INTERRUPTIONS, THAT IT WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE, RELIABLE OR CURRENT. LICENSOR ACCEPTS NO RESPONSIBILITY FOR, AND DOES NOT WARRANT THE ACCURACY, CURRENCY OR RELIABILITY OF THE TNS ECOURSE. LICENSOR DOES NOT WARRANT THAT THE TNS ECOURSE OR THE SUPPORT MATERIALS WILL NOT INFRINGE THE PROPRIETARY RIGHTS (INCLUDING PATENT, COPYRIGHT, TRADE-MARK, OR TRADE SECRET RIGHTS) OF ANY THIRD PERSON.
LIMITATIONS OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL LICENSOR'S LIABILITY TO YOU HEREUNDER OR IN RESPECT OF THE TNS ECOURSE EXCEED THE LESSER OF $100.00 OR THE AMOUNT PAID BY YOU. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, PROFITS, OR EXPECTED SAVINGS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, LOSS OF DATA OR INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE TNS ECOURSE, EVEN IF LICENSOR FORESEES OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
APPLICABILITY. THE LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.
INDEMNIFICATION. You agree to indemnify and hold the Licensor and its licensors, their respective affiliates, subcontractors and agents, and all of their respective directors, officers and employees harmless from any claim or demand, including reasonable legal fees, made by any third party in connection with or arising out of your use of the TNS eCourse, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.
TERMINATION. Licensor reserves the right to terminate this Agreement: (a) without notice if you breach or otherwise fail to comply with any provision of this Agreement; (b) upon posting a notice of termination on www.naturalstep.ca, www.naturalstep.org, or by sending you a notice of termination; (c) if you attempt to transfer a copy of the TNS eCourse or assign or delegate your rights under this Agreement to any third party (which transfer, assignment, or delegation will be null and void). Upon termination of this Agreement: (a) any and all rights granted to you under this Agreement shall immediately cease: (b) you shall destroy and/or delete from all hard drives and other electronic devices all copies of the TNS eCourse in your possession or control; and (c) if requested by Licensor, you shall certify in writing that all copies of the TNS eCourse in your possession or control have been destroyed or deleted.
ASSIGNMENT. This Agreement, the TNS eCourse, and any rights granted to you under this Agreement may not be transferred or assigned by you (including, without limitation, the granting of any security interest in the TNS eCourse or other transmission or communication of the TNS eCourse), in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Licensor and any such attempted assignment or transfer shall be null and void. In the event Licensor agrees in writing to an assignment of this Agreement to a third party, you shall cease all use of the TNS eCourse and destroy or cause to be destroyed all copies thereof within your possession or control and the third party assignee shall agree in writing with Licensor to assume all of your obligations hereunder. You shall also certify in writing to Licensor that the foregoing has been accomplished. This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and Licensor. This Agreement may be assigned by Licensor in its sole discretion.
DAMAGES. You acknowledge and agree that irreparable injury may result to Licensor if you breach any of the provisions in this Agreement and that damages may be an inadequate remedy in respect of such breach. You hereby agree in advance that, in the event of such breach, Licensor shall be entitled, in addition to such other remedies, damages and relief as may be available at law or in equity, to the granting of interlocutory and final injunctive relief. Any legal proceeding brought by you against Licensor must be brought within one year after the event which is the subject of the proceeding has occurred.
CHOICE OF LAW. This Agreement will be deemed to have been made and performed exclusively in the Province of Ontario, Canada, and will be governed by and construed under the laws of that jurisdiction. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any claim related to this Agreement or the TNS eCourse arising from or in connection with this Agreement and agree not to bring any action, claim, suit or proceeding against the Licensor, its affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Licensor with respect to the subject matter of this Agreement and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and Licensor other than as expressly set forth in this Agreement. You represent and warrant that you have not been induced to enter into this Agreement by any other statement, representation or warranty not contained in this Agreement. The headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
SEVERABILITY. To the extent that any provision of this Agreement is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and you and Licensor will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions.
AMENDMENTS AND WAIVERS. No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure of Licensor in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.
NOTICES. Any demand, notice or other communication to be given to Licensor shall be given in writing by mail to the following address:
The Natural Step Canada
Suite 203, 4 Florence Street