ACCP Licensing Agreement
This document is a legal agreement (the “Agreement”) made and effective upon the signing of the proposal that makes reference to said agreement. Between 1864803 Ontario Limited dba AdvancePro Technologies, (“We,” “Us”, “Our”, “vendor”, “Licensor” or “AdvancePro”) located in Toronto, Canada, and the signer (“Customer”, “You”, or “Licensee”) in relation to the services associated with the software, AdvancePro and any associated modules and web services.
This entire agreement is subject to the terms of the AdvancePro Technologies proposal as agreed to and signed by the Licensee. By undertaking to receive and/or paying for the products and/or services described below, you accept the following terms and conditions of this agreement. We intend this to be the legal equivalent of your signature on a written contract, and equally binding.
The following definitions shall apply to this Agreement:
“ACCP” means AdvancePro Customer Care Program.
‘Software” means the executable code for that certain computer software developed and owned by Vendor as accessed by the Licensee. This includes customizations, web services, and/or modules where applicable.
‘Software Upgrade” means the current version release of new version development of the Software with new features and/or enhancements. This does not include modules which are sold separately.
“Technical Support” means services from technical staff who will attempt to help the user solve specific problems with use of the Software. Technical support may be delivered over the telephone or online by e-mail or a website or a tool where users can log a call/incident. It does not include professional services.
“Technical Support Incident” means a logged support ticket or phone call to our technical support line.
“Professional Services” means additional billable services including but not limited to training and custom software development.
‘Use’ means executing or loading the Software into computer RAM or other primary memory.
“Users” means concurrent login accounts associated with the Licensee as agreed to and signed by the Licensee in the AdvancePro Technologies proposal.
“Payment Terms means the dates when payments occur as agreed to and signed by the Licensee in the AdvancePro Technologies proposal.
The customer agrees to pay the amount agreed upon in their signed proposal. The purchase of additional users will be subject to incremental fees. This pricing may be adjusted by Licensor only upon thirty (30) days advance written notice to Licensee.
Late payments are subject to a 2% / month interest charge. Payments more than 10 days overdue may be subject to a $250.00 service fee and/or discontinuance.
The customer authorizes AdvancePro Technologies to initiate charges to any credit card provided to AdvancePro Technologies and authorizes the Credit Card institution to accept the fee amount. The customer understands that the Credit Card will be automatically charged on an ongoing basis (or as agreed to at signing) in accordance with the AdvancedPro Technologies billing process.
It is the customer’s responsibility to maintain updated credit card information and alert AdvancePro Technologies in writing with 30 days’ notice if the customer wishes to discontinue AdvancePro Technologies authorization to initiate charges to the Credit Card.
- VENDOR OBLIGATIONS
- Ongoing access to the AdvancePro software as long as the Licensee provides payments as agreed to and signed by the Licensee in the AdvancePro Technologies proposal. ii. Unlimited Technical Support iii. All software upgrades as released (does not include modules) iv. All Patches and Bug fixes as released v. ACCP Benefits, which include the following, subject to modifications; a) Webinars b) Knowledge base access c) Market Place d) User Community e) Discounts on AdvancePro products and services f) And other benefits as they become available.
- DISCONTINUING THE LICENSE
This Agreement is a perpetual monthly agreement and is to remain active as long as the Licensee provides payments as agreed to and signed by the Licensee in the AdvancePro Technologies proposal. The Licensee may discontinue use of license at any time, with 30 days written notice.
Licensor shall have the right to terminate this Licensee, upon 10 days written notice to Licensee, in the event of non-payment as per section 3.
The unauthorized manipulation or tampering with the database or the AdvancePro code violates the ACCP service agreement, software agreement, and warranty, and could be subject to support fees and /or termination as deemed by the Licensor.
- OWNERSHIP OF DATA
Licensee retains ownership of all their company data.
Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement. Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this license agreement, may be actionable as a violation of licensor’s trade secret rights.
Licensee may not assign this agreement to any subsidiary or affiliate under its control, or as part of the sale of that part of its business which includes the Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization, without Licensor’s consent and approval.
- LIMITED LIABILITY
Unless otherwise expressly stated herein, Licensor shall not be liable to Licensee for any consequential damages arising out of Licensor’s breach of this Agreement, except in the case of gross negligence breach of confidentiality or willful acts of misconduct.
All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party.
- GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada.
- CONSENT TO JURISDICTION, VENUE AND SERVICE
The Licensor consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the Province of Ontario unless the Licensor changes headquarters, and the Licensor consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, directed to the respective party at the address at which it is to receive notice as provided herein.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the
remaining provisions shall not be impaired thereby.
- NO WAIVER
The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
All monetary values referred to in this agreement are in the currency of Canadian Dollars if residing in Canada or United States dollars for the USA and all other places in the world.
- PRIOR UNDERTAKINGS
This agreement supersedes any prior written or verbal agreement between the parties or their agents.
- COMPLETE AGREEMENT
This Agreement sets forth the entire understanding of the parties as to its subject matter. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.