Software License Agreement

This Software Licensing Agreement is entered into on May 1, 2015, by and between NDHandouts (Licensor) and Registered Users (Licensee).

Recitals. WHEREAS, Licensor is engaged in the business of designing and developing computer-related software and related products and has created and developed a web based software called NDHandouts that is intended to be used by Naturopathic Doctors (licensee).

WHEREAS, Licensee desires to utilize NDHandouts for the purposes of organizing and managing their forms, handouts, and image files.

WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor’s Software on a cloud based platform pursuant to the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:

1. LICENSE. Licensor hereby grants to Licensee, for the term of this Agreement, an exclusive license, that is assigned into agreement by accepting these terms herein. Licensee has the right and license to use NDHandouts for business purposes only. Licensee does not have the right to make copies or re-distribute the Software in connection with its business of NDHandouts on its PC or mobile device system in ndhandouts.com

This license is expressly non-limited meaning you can run it on as many personal computers or mobile devices as you like. Use of the license is offered for free.

Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above.

2. TERM. This Agreement shall be effective as of the date of execution by both parties and shall extend until the owner of said NDHandouts chooses to delete the Software from the Internet or where the licensee chooses to terminate use.

3. COMPENSATION. In consideration for the licenses granted hereunder, Licensee is not required to pay for use to Licensor the User Fee recited is FREE for USAGE.

4. CONFIDENTIALITY. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for additional years years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees, sub-licensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.

Licensee shall take no steps in attempting to reverse engineer the Software.

5. INSTALLATION ACCEPTANCE. No installation of Software is required on Licensee’s computer, network, or otherwise as the Licensor provides access to a cloud based platform.

6. WARRANTIES. Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.

Licensor warrants that the Software will perform in accordance with the specifications provided by Licensor to Licensee, a copy of which will be added to this Agreement. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Licensee under the FREE USAGE license as defined herein understands and accepts that the Licensor has done everything to their ability to maintain said Software. Licensee does not have the right to execute a claim and as such should always maintain copies, backups of all content saved on the cloud platform. Should such document be deleted the Licensor does not claim responsibility. Sole responsibility is on Licensee to maintain their own files.

7. IMPROVEMENTS. Any improvements or modifications made by Licensor to the Software shall be updated on the cloud server.

8. TERMINATION. The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:

Right to Terminate. Either party may terminate this Agreement on no set or given date from acceptance of terms. Both parties have the right to terminate at will.

Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time on without written notice to Licensor for any reason and can be requested to be removed from the mailing list.

9. POSTTERMINATION RIGHTS. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.

10. INDEMNITY. Licensor agrees to defend, indemnify, and hold Licensee, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensee based on a breach by Licensor of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on Licensee’s use of the Software.

11. NOTICES. Any notice required to be given pursuant to this Agreement shall be in writing electronically mailed to Licensee.

12. JURISDICTION AND DISPUTES. This Agreement shall be governed by the laws of Ontario, Canada.

All disputes hereunder shall be resolved in the applicable state or provincial courts of Ontario. The parties consent to the jurisdiction of such courts, agree to accept service of process by electronic mail and waive any jurisdictional or venue defenses otherwise available.

13. AGREEMENT BINDING ON SUCCESSORS. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

14. WAIVER. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

15. SEVERABILITY. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

16. ASSIGNABILITY. The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.

17. INTEGRATION. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

ACCEPTANCE OF TERMS. The parties hereto, intending to be legally bound hereby, have each agreed that by completing the registration to the NDHandouts cloud platform constitutes as the official act of acceptance of terms. No hand and seal is required, but the act of acceptance serves with equal legal binding.