Xpert Xpress End User Licence Agreement (“Agreement”)

Last updated: June 12, 2020

Please read this End-User Licence Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloaded or using xpertxpress.ca/end_user agreement (“Software”). By clicking the “I Agree” button, downloaded or using the Software, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Software.

Introduction

You have been granted access to use this Software in accordance with an Xpert Xpress Software License Agreement between Xpert Xpress and its client which could be your employer, contractor, service provider, client, customer or other relation (the “License Agreement”). The License Agreement includes Xpert Xpress standard Terms of Use xpertxpress.ca/terms_of_use which are incorporated into this Agreement and which you are also bound to. As part of the License Agreement and as a result of your relationship with the party who signed the License Agreement, you have been granted permission to use the Software. This End User Licence Agreement (“EULA”) sets forth the provisions under which Xpert Xpress and/or its corporate affiliates, successors, assigns and related companies (“Xpert Xpress” or “Service Provider”) is willing to grant you this use which may also include access to our host server, hardware, maintenance and software improvements (the “Service Provider Platform”), as well as our instruction manuals and documents (the “User Documents”) (collectively, the Software, the Service Provider Platform and the User Documents are referred to as the “Licenced Materials”) for use on certain permitted devices such as your mobile phone, tablet, computer, smart watch or other smart device (“Permitted Device”). This permission to use the Licensed Materials on Permitted Devices is known as a “License” and is more specifically described below. It outlines what you can and cannot do with the Licensed Materials.

Licence

Xpert Xpress grants you, a royalty-free, non-exclusive, non-transferable revocable licence to use the Licenced Materials, and to upload, process, view, display, analyze information that you or other related users under the License Agreement have uploaded to the Service Provider Platform (“User Content”).

Title and Ownership

The Licenced Materials are Licenced, not sold by Xpert Xpress and Xpert Xpress reserves any rights not expressly granted to you. All right, title, and interest in the Licenced Materials, including without limitation all patent rights, copyrights and other intellectual property rights thereto, is retained by Xpert Xpress and its Licensors. You may run or use the Licenced Materials subject to the restrictions herein solely for your professional use. In the case you make any alterations or improvements to the Licensed Materials (which you are not permitted to do)(the “Improvements”), you hereby agree to assign to Xpert Xpress all right, title and interest in the Improvements which may exist including all intellectual property rights including copyright, patents, trade-secrets and/or any moral rights thereto. In the case that such Improvements cannot be assigned, you grant Xpert Xpress a worldwide, exclusive, worldwide right to use, exploit, copy, modify, sell and or sub-license the Improvements in any manner whatsoever.

User Content

You grant Xpert Xpress a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the License Agreement plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, analyze, sell, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including and your right to object to derogatory treatment of such User Content.

Restrictions

You agree not to, and you will not permit others to:
(a) permit any third Person to use the Licenced Materials;
(b) re-Licence or sub-licence, lease, loan or otherwise distribute the Licenced Materials to any third Person;
(c) process or permit to be processed the data of any other Person; or
(d) use the Licenced Materials or the Service in the operation of a commercial business whereby you are directly or indirectly reselling or selling the Licensed Materials or using them for commercial profit.
(e) use the Licensed Materials only for the purposes provided to you by your employer, partner, client, customer and only in accordance with this Agreement and Xpert Xpress Terms of Use.
(f) reverse engineer, decompile, dis-assemble, make derivative works, products, software or services from or translate, reprint, copy any of the Licensed Materials.

Modifications to Software

Xpert Xpress reserves the right to modify, suspend or discontinue, temporarily or permanently, the Licenced Materials or any service to which it connects, with or without notice and without liability to you.

Term and Termination

This Agreement shall remain in effect until terminated by you or Xpert Xpress. Xpert Xpress may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement without prior notice. This Agreement will be terminated immediately, without prior notice from Xpert Xpress, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Licenced Materials and all copies thereof from your Authorized Device. Upon termination of this Agreement, you shall cease all use of the Licenced Materials and delete any and all copies from your Authorized Device.

Governing Law

The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Ontario for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed in accordance with the laws applicable and in force in the Province of Ontario, Canada.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provisions to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Amendments to this Agreement

Xpert Xpress may amend the terms of this EULA by posting the amended terms on its website, or by giving notice with updates. Your continued use of the Xpert Xpress Licenced Material after the effective date of any amendment will deem your agreement. Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is posted in the Xpert Xpress Licenced Materials itself or on the Xpert Xpress website.

Limitation of Liability

Xpert Xpress makes no warranty expressed or implied regarding the fitness of the Licenced Materials for a particular purpose or that the Licenced Material will be suitable or appropriate for the Authorized User’s specific requirements. Xpert Xpress does not warrant that the use of the Licenced Materials will be uninterrupted or error-free. You accept that the Licenced Material in general is prone to bugs and flaws within an acceptable level as determined in the industry. Xpert Xpress, its employees and agents, shall not be liable for any claims, damages, injuries, loss, of any kind, whether direct or indirect, consequential or incidental, arising from the use or the inability to use the Xpert Xpress Licenced Material or the failure to safeguard the data contained in the Xpert Xpress Licenced Material. This includes, without limitation, loss of revenue, profit or savings, lost, damaged or stolen data, or other commercial or economic loss. You agree to indemnify and hold Xpert Xpress, its employees and agents, harmless from and against any claims, damages, complaints, costs or expenses, loss, actions or causes of action you or any third party incurred or suffered, as a result of the use or inability to use the Xpert Xpress Licenced Material or your failure to safeguard the data contained in the Xpert Xpress Licenced Material.

Contact Information If you have any questions about this Agreement, please contact us: info@xpertxpress.ca