BY CLICKING THE “I AGREE” BUTTON, YOU AGREE TO BECOME A PARTY TO THIS AGREEMENT.
This Software Licensing agreement (the “Agreement”) is made between you (“Licensee”) and mindZplay Inc. (“mindZplay”), you may not assign, transfer or delegate this agreement to anyone.
mindZplay has developed and licenses to users its software program marketed under the name Massage ManEdger (the “Software”).
Licensee desires to utilize a copy of the Software.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, mindZplay and Licensee agree as follows:
mindZplay hereby grants to Licensee a non-exclusive, non-transferable license to use the Software as set forth in this Agreement. The Licensee shall not use the Software for any purpose prohibited by law.
Software is intellectual property of mindZplay. This Agreement does not give Licensee any intellectual property rights in the Software. The Licensee shall not modify, copy, duplicate, reproduce or make any attempt to discover or obtain the source code for the Software.
Warranty of Title
mindZplay hereby represents and warrants to Licensee that mindZplay is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement.
Warranty of Functionality
mindZplay warrants that the Software shall perform in all material respects according to the mindZplay’s specifications concerning the Software when used with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify mindZplay. Licensee’s sole remedy shall be that mindZplay shall correct the Software, within a reasonable time, so that it operates according to the specification.
THIS IS A LIMITED WARRANTY AND THE ONLY WARRANTY MADE BY MINDZPLAY AND ITS AGENTS.
Licensee hereby authorizes mindZplay to charge Licensee’s credit card or other preapproved payment method in advance for all applicable fees incurred by Licensee in connection with Licensee’s chosen licensing option. Licensee hereby acknowledges that mindZplay will charge Licensee’s designated credit card or other pre-approved payment method in accordance with the payment schedule of the licensing option for which Licensee has registered until cancellation or termination. Licensee further acknowledges that it is Licensee’s responsibility to IMMEDIATELY notify mindZplay of any changes to Licensee’s credit card or other pre-approved payment method; otherwise Licensee’s access to the Software may be disconnected or interrupted.
Should the Licensee elect to discontinue the use of or Terminate the Software Agreement prior to the expiration of the chosen licensing term, the Licensee agrees that fees related to that term will not be refunded or left uncollected.
The following remote support services are included in the software licensing fees:
mindZplay will provide Licensee Start-up Training sessions not to exceed the following parameters:
One sixty minute software setup session
Two thirty minute refresher sessions
Unlimited access to online training tutorials
Unlimited use of electronic support ticketing system
Additional Supplemental Training may be made available by mindZplay, at their sole discretion, in the event that the Licensee wishes to have additional training sessions over and above the Start-up training. Supplemental Training may be provided to the Licensee at an additional charge based on mindZplay’s hourly rates in effect at the time of request.
Data Ownership; Loss
All data created or transmitted by Licensee and stored on mindZplay servers as part of the Software (“Licensee Data”) shall at all times be owned by Licensee. Except as instructed by Licensee directly or through instructions provided to the servers through Licensee’s use of the Software, mindZplay shall treat Licensee Data as confidential information.
Licensee’s access to the Software may be disconnected or interrupted if terms of this agreement are violated. Prior to Licensee’s access being disrupted, mindZplay shall make reasonable attempt to contact Licensee, via email and telephone if applicable, so that matters may be resolved.
Upon termination or cancellation of this Agreement for any reason mindZplay, if requested by Licensee, shall return all Licensee Data to Licensee in the file format used by the Software, unless the two parties have previously agreed upon another file format. It is the licensee’s responsibility to contact mindZplay and request the data be returned within 14 days of termination. Subsequently, Licensee data on the system will be removed from the system and destroyed.
There is no implied or stated remedy, circumstances or liability for mindZplay to provide available Licensee Data to anyone (user, partner, employee or similar) that is not the original Licensee. Licensee further agrees to distribute a copy of this agreement to all users of the Software.
mindZplay shall perform regular backups of all Licensee Data, but mindZplay shall in no event be liable to Licensee or any third party for loss, destruction or corruption of Licensee Data.
Website Domain Name Ownership
The Licensee may contract mindZplay to purchase and manage its website domain name on behalf of the Licensee. In this case, the ownership of the domain name resides with the Licensee and not with mindZplay. Upon request the domain name will be released to the Licensee.
Limitation of Liability
mindZplay shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether mindZplay was advised of the possibility of such losses in advance. mindZplay shall be held harmless for losses, real or perceived, that occur relating to the use of the Software.
Lost or Forgotten User Names and Passwords
In the event Licensee or authorized user loses or forgets Licensees User Name or Password, mindZplay may, at mindZplays sole discretion, provide Licensee with a new User Name and Password, under security procedures solely determined by mindZplay. mindZplay shall not be responsible for any delays, costs, lost revenue, data, usage or related matters with Licensees (or other users) inability to access or use the Software that may result from lost, stolen, changed, re-issued or forgotten User Names or Passwords.
Use of Information
Licensee gives mindZplay the right to use non-personal “Licensee Data” entered on the mindZplay system in ways necessary to provide the mindZplay solution.
mindZplay strictly enforces a no tolerance policy when it comes to spam. mindZplay prohibit Licensee from the sending of UNSOLICITED mass email messages of any kind. If mindZplay finds that Licensee is spamming others on the Internet, mindZplay shall have the right to terminate this license and discontinue Licensee’s use of the Software. In accordance with this Anti-Spam policy, Anti-Spam Policies of others and the CASL and the CAN-SPAM Act or its equivalent, if Licensee is violating any of those policies or regulations, mindZplay shall have the right to immediately terminate Licensee’s use of the Software and, at its sole discretion, bring legal action against Licensee. Should any law enforcement agency, Internet Provider, or other person or entity provide mindZplay with notice that Licensee may have engaged in transmission of UNSOLICITED emails or may have engaged in otherwise unlawful conduct or conduct in violation of an Internet Service Provider’s terms of service or any such policies or regulations, mindZplay reserve the right to cooperate in any investigation relating to your activities including disclosure of the Licensee’s account information.
mindZplay reserves the right to, at their discretion; request the removal, or modification of any and all content promoting third party products or services on the Software. In the event that the Licensee does not fulfill such a request within 7 days of the request, mindZplay shall have the right to terminate this license and discontinue Licensee’s use of the Software.
Licensee’s license will be terminated if the Licensee violates this Agreement. Either party may terminate the licence by providing 30 days written notice.
This Agreement shall be construed and enforced in accordance with the laws of the Saskatchewan, Canada. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
MindZplay product trial users and licensees’ agree that mindZplay may contact them via telephone and other electronic means to provide information, promotional material and follow-up correspondence.