LIFE & DEATH MATTERS
THIS END USER LICENCE AGREEMENT (the “Agreement”) is a legal agreement between you (either the individual who wishes to create an account for or use the Digital Library or Licensor’s Work (referred to as “You” or “User”) and Life and Death Matters Inc. (referred to as “Licensor”).
DISCLAIMER: THE DIGITAL LIBRARY, ALL MATERIALS, DOCUMENTS AND MULTIMEDIA ACCESSIBLE FROM THE DIGITAL LIBRARY INCLUDING, BUT NOT LIMITED TO, MANUALS, WORKBOOKS, NEWSLETTERS, PODCASTS, VIDEOS, PRESENTATIONS, ARE INTENDED ONLY AS A RESOURCE OF GENERAL EDUCATION ON THE SUBJECT MATTER. THE LICENSOR PROVIDES NO GUARANTEE THAT THE INFORMATION WILL REMAIN CURRENT BEYOND THE DATE OF PUBLICATION. THE INFORMATION AND TECHNIQUES PROVIDED IN LICENSOR’S WORK SHOULD BE USED IN CONSULTATION WITH QUALIFIED MEDICAL HEALTH PROFESSIONALS AND SHOULD NOT BE CONSIDERED A REPLACEMENT, SUBSTITUTE OR ALTERNATIVE TO THEIR GUIDANCE, ASSESSMENT OR TREATMENT. LICENSOR ACCEPTS NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION BODILY INJURY OR DEATH) OR ANY OTHER PROBLEM CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY FROM INFORMATION CONTAINED IN AND/OR RELIANCE UPON LICENSOR’S WORK.
IF YOU WISH TO USE THE DIGITAL LIBRARY YOU MUST CLICK “CREATE ACCOUNT” SIGNIFYING YOUR AGREEMENT TO THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE DIGITAL LIBRARY OR LICENSOR’S WORK. IF YOU DOWNLOAD, COPY OR USE THE DIGITAL LIBRARY OR LICENSOR’S WORK, OR SIGN IN TO THE DIGITAL LIBRARY, YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THIS AGREEMENT.
In consideration of the mutual promises and covenants contained in this Agreement, the Fees, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You and Licensor hereby agree to be bound by the following:
1. DEFINITIONS
1.1 “Digital Library” means Licensor’s Work that is accessible on the Website to a User;
1.2 “Fees” means the fees paid by or behalf of the User to Licensor to access the Digital Library;
1.3 “Licensor’s Work” means any and all materials, documents and multimedia accessible from the Digital Library including, but not limited to, manuals, workbooks, newsletters, podcasts, videos, presentations;
1.4 “User Account” means an account established by Licensor for a User;
1.5 “User ID” means the identification name(s), email address(es) and/or password(s) provided by User to access a User Account; and
1.6 “Website” means Licensor’s website located at https://onlineresources.lifeanddeathmatters.ca/.
2. LICENCE
2.1 The Digital Library and Licensor’s Work is proprietary to Licensor. Subject to Licensor’s receipt the Fees, User’s acceptance of this Agreement and Section 2.10, Licensor grants to the User a nontransferable, non-exclusive, limited licence to use the Digital Library and Licensor’s Work for the User’s bona fide internal business purposes or, if the User is a student, for educational purposes, with no right to sublicense (the “Licence”).
2.2 Licensors reserves all rights not explicitly granted herein. The Licence granted to the User in this Agreement herein is non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner Licensor’s marketing or distribution activities or the licensing of the Digital Library or Licensor’s Work by Licensor to any other person.
2.3 The User shall not:
(a) use, copy, republish or distribute the Digital Library or Licensor’s Work, or cause or permit any person to use, copy, republish or distribute the Digital Library or Licensor’s Work, except as expressly permitted under this Agreement;
(b) loan, sell, rent, lease, timeshare, sublicense, grant a security interest in, or otherwise attempt to transfer its Licence to the Digital Library or Licensor’s Work, in whole or in part to any person;
(c) except to the extent that these restrictions are void under applicable law, directly or indirectly attempt in any way to rewrite, reorganize, reproduce, or translate the Digital Library or Licensor’s Work, create derivative works thereof, or circumvent any usage or other restrictions imposed by Licensor; or
(d) remove, alter or modify any proprietary notices or labels from the Digital Library or Licensor’s Work.
2.4 The User acknowledges and agrees that this Agreement does not grant the User any rights to use any trademarks or trade names of Licensor or its licensors. All such marks shall remain the property of their respective owner.
2.5 The User acknowledges and agrees that the establishment of a User Account and User ID does not entitle the User to use any content, materials, software application or service provided by Licensor or by any other third party other than the Digital Library.
2.6 The User covenants to take all reasonable steps to preclude any third party access to the User Account and User ID including, but not limited to:
(a) maintaining in strict confidence any password that limits access to the Digital Library or Licensor’s Work or is used to establish the User’s identity in communications with the Licensor; and
(b) ensuring the User is logged off of the Digital Library when not in use or in attendance by the User.
2.7 The User acknowledges and agrees that Licensor, in its sole discretion, may:
(a) refuse to establish a User Account; or
(b) cancel or suspend the User Account and/or access to the Digital Library, if Licensor reasonably believes that the Digital Library has been or may be misused by the User or any third party who has obtained access to the Digital Library.
2.8 The User acknowledges and agrees that the User Account and User ID are personal to the User and the User shall notify Licensor immediately if the User becomes aware of any unauthorized use of the whole or any part of the Digital Library, the User Account or the User ID.
2.9 Licensor may, at its discretion, store data and records generated by User on the Digital Library. Notwithstanding the foregoing, the User shall be responsible for all data and records generated by the User including, but not limited to, the backup and storage of such data and records. Licensor shall not be responsible for any lost or corrupted data or records generated by User and stored on the Digital Library.
2.10 Licensor may, at its sole discretion, grant you access to all or part of Licensor’s Work or the Digital Library for evaluation purposes only for a limited duration as specified during enrollment (“Trial Access”). Licensor may terminate or otherwise restrict Trial Access at any time and for any reason.
3. DISCLAIMER AND LIMITATION OF LIABILITY
3.1 LICENSOR’S WORK AND THE DIGITAL LIBRARY ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SUITABILITY FOR A PARTICULAR PURPOSE OR ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK OF USE OF THE LICENSOR’S WORK OR DIGITAL LIBRARY IS WITH THE USER. LICENSOR DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT LICENSOR’S WORK OR DIGITAL LIBRARY WILL MEET USER REQUIREMENTS. LICENSOR DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING LICENSOR’S WORK OR THE DIGITAL LIBRARY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. LICENSOR DOES NOT WARRANT THE LICENSOR’S WORK OR DIGITAL LIBRARY AGAINST INFRINGEMENT WITH RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT THE DIGITAL LIBRARY OR LICENSOR’S WORK DOES NOT INCLUDE ANY VIRUS TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO PERFORM ANY OTHER SUCH ACTIONS.
3.2 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY THE USER OR ANY OTHER PERSON OR ENTITY INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INCIDENTAL, INDIRECT, DIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY INJURY OR DEATH, LOSS OF BUSINESS PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSOR’S WORK OR THE DIGITAL LIBRARY, OR WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE USER IS DISSATISFIED WITH THE LICENSOR’S WORK OR THE DIGITAL LIBRARY, THE USER’S SOLE REMEDY SHALL BE TO TERMINATE THE AGREEMENT.
3.3 THE USER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS PART 3 ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT NOR PROVIDED THE LICENSOR’S WORK OR PROVIDED ACCESS TO THE DIGITAL LIBRARY BUT FOR THE USER’S AGREEMENT TO LIMIT LICENSOR’S LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR HEREIN.
4. ENDORSEMENTS, COMMUNICATION AND LINKS TO EXTERNAL SITES
4.1 Licensor is not responsible for the contents of any third party sites or services, any links contained in third party sites or services, or any changes or updates to third party sites or services. Licensor provides these links and access to third party sites and services to the User only as a convenience and the including of any link or access does not imply an endorsement by Licensor of the third party site or service.
4.2 Nothing in this Agreement, nor the Licence shall constitute or imply any promise to or intention to make any purchase of products or services by either party or its affiliates or any commitment by either party or its affiliates with respect to the present or future marketing of any product or service or any commitment to enter into any other business relationship.
5. INDEMNITY AND REMEDIES
5.1 The User shall defend, indemnify and save Licensor and its respective directors, officers, employees, agents, affiliates, shareholders or any combination thereof harmless from any claims, costs (including settlement and legal or other professional fees on a solicitor and own client basis), damages, expenses, losses, and liability arising out of or relating to, either directly or indirectly, the User’s use of the Digital Library, the User’s use of Licensor’s Work, any breach by the User of its obligations under this Agreement, any unauthorized alteration, modification, adjustment or enhancement made by the User to the Digital Library or Licensor’s Work or the misuse of a User ID or User Account.
5.2 The User agrees that, in addition to any other rights or remedies Licensor may have for any breach of this Agreement, Licensor has the right to an injunction or other equitable relief in any court of competent jurisdiction enjoining a threatened or actual breach of this Agreement by the User.
6. FUTURE AMENDMENT OF TERMS
6.1 The User acknowledges that Licensor may modify the terms and conditions of this Agreement in its sole discretion at any time by posting a revised version of the Agreement on the Website. The User’s continued use of the Digital Library and/or Licensor’s Work shall be evidence of the User’s acceptance of any such modified terms and conditions of this Agreement.
7. CONTACT INFORMATION
7.1 Users may send email to Licensor at the following address: [email protected]
8. SURVIVAL
8.1 The User acknowledges, covenants and agrees that due to the proprietary nature of the Licensor’s Work and the Digital Library, the provisions of this Agreement, including, without limitation Part 3 and 5 of this Agreement, will continue in full force and effect notwithstanding the termination of this Agreement for any reason.
9. GOVERNING LAW
9.1 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties agree that the Courts of the Province of British Columbia shall have exclusive jurisdiction to hear and make any judicial determination on any issue arising with respect to this Agreement. The parties expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or reenacted from time to time. The parties have required that this Agreement and all documents relating thereto be drawn-up in English. NOUS avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient redigés en anglais.
10. SEVERABILITY
10.1 If a court of competent jurisdiction concludes that any provision of this Agreement is illegal, invalid or unenforceable, then it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.
11. BINDING EFFECT
11.1 By clicking the I AGREE button set out below and/or by copying, accessing or otherwise using the Digital Library or the Licensor’s Work, the User represents and warrants to Licensor that the User has all requisite power and authority to enter into this Agreement and has all necessary power and authority to perform the obligations of the User as set out herein.
12. ENUREMENT
12.1 This Agreement will be for the benefit of and binding upon the heirs, executors, representatives, administrators, successors and permitted assigns of the User.
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties, with respect to the subject matter of this Agreement.
