The Bridge Network Inc. End User Software License And Services Agreement

Preamble
IMPORTANT – READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING WITH THE DOWNLOADING AND/OR INSTALLATION OF THIS SOFTWARE PRODUCT. THIS IS THE END USER SOFTWARE LICENSE AND SERVICES AGREEMENT THAT YOU ARE REQUIRED TO ACCEPT BEFORE INSTALLING AND USING THE BRIDGE NETWORK INC. SOFTWARE OR ACCESSING ANY RELATED SERVICES. YOU ARE NOT PERMITTED TO DOWNLOAD AND/OR INSTALL THIS SOFTWARE PRODUCT OR ACCESS ANY RELATED SERVICE UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS END USER SOFTWARE LICENSE AND SERVICES AGREEMENT.

BY SELECTING THE “I AGREE” OPTION AND SELECTING “ACTIVATE ACCOUNT”, THEN DOWNLOADING THE SOFTWARE PRODUCT OR OTHERWISE ACCESSING ANY RELATED SERVICE, YOU CONSENT TO BE BOUND BY AND ARE A PARTY TO THIS END USER SOFTWARE LICENSE AND SERVICES AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS END USER SOFTWARE LICENSE AND SERVICES AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE PRODUCT OR ACCESS ANY RELATED SERVICE, AND DO NOT PROCEED TO CLICK THE “ACTIVATE ACCOUNT” BUTTON.

THIS AGREEMENT IS ENTERED INTO BY THE BRIDGE NETWORK INC. (“THE BRIDGE NETWORK”) AND YOU AS END USER OF THE SOFTWARE PRODUCT AND ALL RELATED SERVICES (“END USER”).

1. The Software Product
The subject of this license is the eTrack™ software product in which this license is embedded and any related updates provided to END USER by THE BRIDGE NETWORK, including computer software (collectively, the "Software Product") and all related services (the “Services”). The Software Product does not include bug fixes, error corrections, patches, new releases, or any other component not specified within this Agreement. END USER agrees that THE BRIDGE NETWORK (and/or its third party suppliers or contractors) shall be entitled to use any personal information to which THE BRIDGE NETWORK (and/or its third party suppliers or contractors) may have access pursuant to the transactions contemplated by this Agreement (including, without limitation, access which may be provided by END USER making use of the Software Product and the Services) in accordance with the terms of THE BRIDGE NETWORK’s privacy policy. END USER acknowledges that this privacy policy may be updated from time to time and END USER agrees to obtain any consents required from individuals whose personal information may be accessed pursuant to the transactions contemplated by this Agreement in connection with the uses contemplated by this privacy policy.

2. Software License Grant
Upon the following terms and conditions including payment of any applicable fees: (i) THE BRIDGE NETWORK hereby grants to END USER and END USER hereby accepts from THE BRIDGE NETWORK, a non-exclusive, non-transferable and non-assignable license, for END USER’s own personal, internal, end-use purposes only (excluding the commercialization of information technology products and/or services), to install and use the Software Product on one or more computers where such computers are owned or leased by END USER and (ii) END USER hereby subscribes for and THE BRIDGE NETWORK agrees to use commercially reasonable efforts to provide, the Services.

3. Ownership and Intellectual Property Rights
The Software Product is protected by copyright and the Software Product and the Services are proprietary and confidential of THE BRIDGE NETWORK (and/or its third party suppliers). All rights, title and interest in and to the Software Product and Services (including associated intellectual property rights) are and will remain vested in THE BRIDGE NETWORK and/or its third party suppliers. These rights are protected by national and other laws and international treaties. END USER acknowledges that no rights, license or interest to any THE BRIDGE NETWORK trade-marks or trade names are granted hereunder.

4. License Restrictions
THE SOFTWARE PRODUCT WHICH IS THE SUBJECT OF THIS AGREEMENT IS LICENSED TO END USER, NOT SOLD.

END USER MAY NOT SUBLICENSE, ASSIGN, RESELL, SHARE, PLEDGE, RENT OR TRANSFER ANY OF ITS RIGHTS UNDER THIS AGREEMENT IN RELATION TO THE SOFTWARE PRODUCT OR ANY OF THE SERVICES OR ANY PORTION THEREOF.

EXCEPT AS EXPRESSLY PERMITTED BY COPYRIGHT LAWS, NO COPYING, REDISTRIBUTION, DISPLAYING, PERFORMING, REPRODUCING, LICENSING, TRANSFERRING OR PUBLICATION OF THE SOFTWARE PRODUCT OR ANY OF THE SERVICES' CONTENT IS PERMITTED WITHOUT THE EXPRESS PERMISSION OF THE BRIDGE NETWORK, WHICH CONSENT SHALL BE AT THE BRIDGE NETWORK'S DISCRETION. ANY SUCH COPY WHICH IS MADE IS SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AND ALL TITLES, TRADEMARKS, COPYRIGHT NOTICES AND OTHER LEGENDS SHALL BE REPRODUCED ON SUCH COPY.

END USER MAY NOT USE OR COPY THE SOFTWARE PRODUCT, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. END USER MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS OF THE SOFTWARE PRODUCT OR OTHERWISE ATTEMPT TO (A) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY SOFTWARE PROTECTION MECHANISMS IN THE SOFTWARE PRODUCT INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE SOFTWARE PRODUCT OR (B) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANIZATION FORM OF THE SOFTWARE PRODUCT. END USER WILL AT ALL TIMES, INCLUDING DURING AND AFTER THE TERM OF THIS LICENSE, KEEP THE SOFTWARE PRODUCT AND THE CONTENT OF THE SERVICES CONFIDENTIAL.

END USER AGREES THAT THE SOFTWARE PRODUCT WILL NOT BE SHIPPED, TRANSFERRED OR EXPORTED INTO ANY OTHER COUNTRY, OR USED IN ANY MANNER PROHIBITED BY CANADIAN OR OTHER APPLICABLE EXPORT LAWS AND REGULATIONS. END USER AGREES TO COMPLY WITH ALL OTHER APPLICABLE LAWS AND REGULATIONS.

THE BRIDGE NETWORK RESERVES THE RIGHT TO MODIFY, AMEND OR CEASE TO OFFER ANY OF THE SERVICES ASSOCIATED WITH THE SOFTWARE PRODUCT UPON PROVIDING END USER WITH TEN (10) DAYS PRIOR NOTICE, WHICH SHALL BE POSTED ON THE WEBSITE FROM WHICH THE SERVICES ARE ACCESSED BY THE END USER. THE BRIDGE NETWORK FURTHER RESERVES THE RIGHT TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING THE AMENDED TERMS ON THE WEBSITE, WHICH POSTING SHALL CONSTITUTE NOTICE TO THE END USER. ALL AMENDED TERMS SHALL BE EFFECTIVE IMMEDIATELY UPON SUCH NOTICE.

END USER AGREES TO INDEMNIFY AND HOLD THE BRIDGE NETWORK, ITS RESELLERS AND THIRD PARTY SUPPLIERS, DIRECTORS, OFFICERS AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, DUE TO OR ARISING OUT OF YOUR USE OF THE SOFTWARE PRODUCT AND THE SERVICES OR BREACH OF THIS AGREEMENT BY THE END USER.

IN CONNECTION WITH THE SERVICES PROVIDED THE BRIDGE NETWORK, END USER AGREES AS FOLLOWS: (A) ONLY THE REGISTERED USER OF THE ACCOUNT MAY USE THE SOFTWARE PRODUCT AND THE SERVICES, (B) END USER IS SOLELY RESPONSIBLE FOR THE CONTENTS OF END USER’S E-MAIL MESSAGES, ATTACHMENTS AND STORED FILES AND THE BRIDGE NETWORK RESERVES THE RIGHT TO REMOVE FROM ITS SERVERS ANY CONTENT THAT MAY EXPOSE THE BRIDGE NETWORK TO POTENTIAL LIABILITY, (C) END USER MAY NOT DISTRIBUTE THROUGH THE SERVICES ANY ATTACHMENTS, DOCUMENTS OR FILES THAT: (i) INFRINGE ON ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER THIRD PARTY PROPRIETARY RIGHTS; (ii) VIOLATE ANY LAW, STATUTE, ORDINANCE OR REGULATION; (iii) ARE DEFAMATORY OR LIBELOUS; (iv) ARE OBSCENE; AND/OR (v) CONTAIN VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR SIMILAR HARMFUL PROGRAMMING ROUTINES, (D) END USER MAY NOT USE THE SOFTWARE PRODUCT OR THE SERVICES FOR ANY UNLAWFUL PURPOSE, (E) END USER MAY NOT USE THE SOFTWARE PRODUCT OR SERVICES IN A MANNER THAT MAY DAMAGE, DISABLE, OVERBURDEN OR IMPAIR EITHER THE SERVICES OR THE NETWORKS CONNECTED TO THE SERVICE, (F) END USER MAY NOT ATTEMPT TO GAIN UNAUTHORIZED ACCESS TO THE SERVICE, INCLUDING BUT WITHOUT LIMITATION, THROUGH HACKING OR PASSWORD MINING, (G) END USER MAY NOT USE THE SOFTWARE PRODUCT OR SERVICES TO COLLECT INFORMATION ABOUT THIRD PARTIES, INCLUDING AND WITHOUT LIMITATION, E-MAIL ADDRESSES.

5. Payment of Fees
In consideration of the Services provided to END USER by THE BRIDGE NETWORK and END USER’s use of the Software Product, END USER agrees to pay THE BRIDGE NETWORK by authorized credit card the then applicable fees ("Fees"), together with all applicable taxes. END USER has thirty (30) days from the date that any discrepancy appears in END USER’s statement or any invoice to notify THE BRIDGE NETWORK in order to receive an adjustment or credit, after which time, all Fees will be deemed correct. END USER may cancel END USER’s subscription to the SERVICES prior to the renewal period by providing THE BRIDGE NETWORK with five (5) days written notice by e-mail or letter.

6. Term of License
This license shall be in effect from the time END USER installs the Software Product or accesses any of the Services and accepts the terms and conditions of this license, and shall remain in effect for so long as the END USER subscribes to the Services unless this license is otherwise terminated. This license will terminate upon the conditions set forth in this Agreement or if END USER fails to comply with any term or condition of this Agreement, including failure to pay any applicable Fees. In addition, THE BRIDGE NETWORK may terminate this Agreement without cause by providing you with fifteen (15) days prior notice by e-mail. END USER agrees upon expiration or termination of this Agreement to immediately un-install the Software Product and destroy all copies of the Software Product in its possession and/or under its control.

7. Notice to U.S. Government End Users
The Software Product is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software Product with only those rights set forth therein.

8. Disclaimer of Warranty
THE SOFTWARE PRODUCT AND ALL SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. USE OF THE SOFTWARE PRODUCT AND ALL SERVICES IS AT END USER’S OWN RISK. THE BRIDGE NETWORK AND ITS RESELLERS DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET THE END USER’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRRUPTED OR ERROR FREE OR SECURE OR ACCURATE OR COMPLETE OR CURRENT. WITHOUT LIMITATION, TO THE FULLEST EXTENT ALLOWABLE BY LAW, THIS DISCLAIMER EXTENDS TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

9. Limitation of Liability
THE BRIDGE NETWORK’S AGGREGATE LIABILITY AND THAT OF ITS RESELLERS AND THIRD PARTY SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT TO EXCEED THE TOTAL OF PRIOR PAYMENTS MADE BY END USER FOR THE SOFTWARE PRODUCT AND SERVICES IN THE SIX MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE BRIDGE NETWORK, ITS RESELLERS AND/OR ITS THIRD PARTY SUPPLIERS BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF THE BRIDGE NETWORK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS REVENUE, OTHER ECONOMIC LOSS OR ANY LOSS OF DATA ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE SERVICES OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES.

10. General Provisions
(a) Survival. The limitations of liability and ownership rights of THE BRIDGE NETWORK and its third party suppliers contained herein and END USER’s confidentiality obligations and other obligations following termination of this Agreement shall survive the termination of this Agreement for any reason.

(b) Amendment. Except as provided in section 4 of this Agreement, no amendments or modifications may be made to this Agreement except in writing signed by both parties.

(c) Severability. If one or more provisions of this Agreement are found to be invalid or unenforceable, this Agreement shall not be rendered inoperative, rather the remaining provisions shall continue in full force and effect.

(d) Conflicting Terms. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior communications.

(e) Language. The parties agree that this Agreement be drafted in English. Les parties ont convenu à ce que ce Contrat soit rédigé en anglais.

(f) Governing Law. This Agreement shall be governed by the laws of the Province of Ontario. The parties hereby agree to the non-exclusive jurisdiction of the courts of the Province of Ontario. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods and any state Uniform Computer Information Transactions Act or similar federal, provincial or state laws or regulations.

(g) Headings. The section headings used herein are for convenience of reference only and do not form part of this Agreement, and no construction or inference shall be derived therefrom.

(h) Benefit of the Agreement. This Agreement is binding upon and shall enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns.


END OF END USER SOFTWARE LICENSE AND SERVICES AGREEMENT
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