End-User License Agreement >

End-User License Agreement (EULA)

Introduction

NOTICE:   Below are the terms and conditions of the deliverables you are about to use from PRAGMA.

Please read carefully before you proceed.

1. Relationship with PRAGMA

1.1.              Your use of PRAGMA’s products, software and services (referred to collectively as the “Deliverables” in this document and excluding any Deliverables provided to you by PRAGMA under a separate written agreement) is subject to the terms of a legal agreement between you and PRAGMA. “PRAGMA” means PRAGMA SOLUTIONS CND INC., whose principal place of business is at 6500 Rue Zéphirin-Paquet, Suite 300, Québec City, QC G2C 0M3, and email address being info@pragmandt.com. This document explains how the agreement is made up, and sets out the terms and obligations.

1.2.             Unless otherwise agreed in writing with PRAGMA, your agreement with PRAGMA will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

1.3.             This agreement with PRAGMA will also include the terms of any legal notices applicable to the Deliverables that can be sent to you by PRAGMA from time to time, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4.             The Universal Terms, together with the Additional Terms, collectively referred to below as the “Terms” form a legally binding agreement between you and PRAGMA in relation to your use of the Deliverables. It is important that you take the time to read them carefully.

1.5.             If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service

2. Accepting the Terms

2.1.             In order to use the Deliverables, you must first agree to the Terms. You may not use the Deliverables if you do not accept the Terms.

2.2.            You can accept the Terms by checking the “I agree” box or clicking on the “Submit” button on the bottom of the web page, or simply by proceeding with the actual use of the Deliverables.

2.3.            You may not use the Deliverables and may not accept the Terms if (a) you are not of legal age to form a binding contract with PRAGMA, or (b) you are a person barred from receiving the Deliverables under the laws of Canada or other countries including the country in which you are resident or from which you use the Deliverables.

2.4.            Before you continue, you should print off or save a local copy of the Universal Terms for your records.

3. Use of the Deliverables

3.1.             In order to access certain Deliverables, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Deliverables. You agree that any registration information you give to PRAGMA will be kept and stored by PRAGMA in a secured location.

3.2.            You agree to use the Deliverables only for purposes that are permitted by (a) the Terms (b) any other contractual agreement executed in writing between you and PRAGMA (c) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

3.3.            You agree not to access (or attempt to access) any of the Deliverables by any means other than through the interface that is provided by PRAGMA, unless you have been specifically allowed to do so in a separate agreement with PRAGMA.

3.4.            Unless you have been specifically permitted to do so in a separate agreement with PRAGMA, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Deliverables for any purpose.

3.5.            You agree that you are solely responsible for (and that PRAGMA has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which PRAGMA may suffer) of any such breach.

4. Proprietary Rights

4.1.             You acknowledge and agree that PRAGMA (or PRAGMA’s licensors) own all legal right, title and interest in and to the Deliverables, including any intellectual property rights which subsist in the Deliverables (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that all information included in the Deliverables are considered confidential by PRAGMA and that you shall not disclose such information without PRAGMA’s prior written consent.

4.2.            Unless you have agreed otherwise in writing with PRAGMA, nothing in the Terms gives you a right to use any of PRAGMA’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

4.3.            You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Deliverables.

5. License from PRAGMA

5.1.             PRAGMA gives you a personal (or as an employee of a corporation), worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by PRAGMA as part of the Deliverables as provided to you by PRAGMA (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Deliverables as provided by PRAGMA, in the manner permitted by the Terms.

5.2.            You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless required by law, or unless you have been specifically told that you may do so by PRAGMA, in writing.

5.3.            Unless you have been specifically permitted to do so in a separate agreement with PRAGMA, you will not create or try to create any improvement on the Software.

5.4.            Unless PRAGMA has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

5.5.            The Software incorporates or interacts with third party components delivered with the Software and that are subject to the terms and conditions of the third party software licenses (“Third Party Software”) listed in the file pragma_thirdparty_eula.rtf, as may be modified by PRAGMA from time to time to reflect changes in the composition of Third Party Software. Please note that the Third Party Software includes so-called “open source” software, which can provide certain additional rights to end users. To the extent required by the licenses that accompanies the Third Party Software, the terms of such licenses will apply in lieu of the terms of this Agreement with respect to such Third Party Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

6. Software Updates

6.1.             The Software which you use may, upon your acceptance through user interface settings, automatically download and install updates from time to time from PRAGMA. These updates are designed to improve, enhance and further develop the Deliverables and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Upon your acceptance through user interface settings, you agree to receive such updates (and permit PRAGMA to deliver these to you) as part of your use of the Deliverables.

7. Ending your relationship with PRAGMA

7.1.             The Terms will continue to apply until terminated by either you or PRAGMA as set out below.

7.2.            If you want to terminate your legal agreement with PRAGMA, you may do so by (a) notifying PRAGMA at any time. Your notice should be sent, in writing, to PRAGMA’s address or email address which is set out at the beginning of these Terms.

7.3.            PRAGMA may at any time, terminate its legal agreement with you if:

7.3.1.          you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

7.3.2.         PRAGMA is required to do so by law (for example, where the provision of the Deliverables to you is, or becomes, unlawful);

7.4.            When these Terms come to an end, all of the legal rights, obligations and liabilities that you and PRAGMA have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, including but not limited to section 4 and the provisions of paragraph 11.5 shall continue to apply to such rights, obligations and liabilities indefinitely.

8. EXCLUSION OF WARRANTIES

8.1.             NOTHING IN THESE TERMS, INCLUDING SECTIONS 8 AND 9, SHALL EXCLUDE OR LIMIT ANY CLAIM THAT PRAGMA MAY HAVE AGAINST YOU IN WARRANTY OR LIABILITY FOR LOSSES WHICH ARE NOT LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.2.            YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE DELIVERABLES IS AT YOUR SOLE RISK AND THAT THE DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

8.3.            IN PARTICULAR, PRAGMA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

8.3.1.          YOUR USE OF THE DELIVERABLES WILL MEET ALL YOUR REQUIREMENTS, PRESENT OR FUTURE

8.3.2.         YOUR USE OF THE DELIVERABLES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR

8.3.3.         ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE DELIVERABLES WILL BE ACCURATE OR RELIABLE, AND

8.3.4.         THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE DELIVERABLES WILL BE CORRECTED.

8.4.            ANY DATA OBTAINED THROUGH THE USE OF THE DELIVERABLES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MIGHT RESULTS FROM YOUR USAGE OF THE DELIVERABLES.

8.5.            NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRAGMA OR THROUGH OR FROM THE DELIVERABLES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

8.6.            PRAGMA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THE DELIVERABLES.

9. LIMITATION OF LIABILITY

9.1.             YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRAGMA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR DELIVERABLES, OR OTHER INTANGIBLE LOSS;

9.2.            THE LIMITATIONS ON PRAGMA’S LIABILITY TO YOU IN PARAGRAPH 9.1 ABOVE SHALL APPLY WHETHER OR NOT PRAGMA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9.3.            PRAGMA Deliverables ARE for nondestructive testing, in the context of inspection procedures written and supervised by qualified ASNT/ACCP/PCN/CSWIP/ISO Level III personnel, or engineering personnel with equivalent expertise, depending on the component inspected and the applicable inspection codes and/or laws.  All procedures will establish clearly the need to calibrate and test the instruments INVOLVED, via the Software INVOLVED, to determine that it is fit-for-purpose prior to collect the inspection data.  The procedure will also establish the training requirement and step-by-step usage of the instrument and Software to perform valid inspection data.  THEREFORE, YOU AKNOWLEDGE FULL AND SOLE RESPONSIBILITY FOR THE FITNESS FOR PURPOSE, THE PRODUCED DATA AND THE RELATED PRODUCTIVITY USING THE DELIVERABLES.

10. Changes to the Terms

10.1.           PRAGMA may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, PRAGMA can provide you with access to the new copy of the Universal Terms and/or any new Additional Terms by email, regular mail, or postings on the Deliverables.

10.2.           You understand and agree that if you use the Deliverables after the date on which the Universal Terms or Additional Terms have changed, PRAGMA will treat your use as acceptance of the updated Universal Terms or Additional Terms.

11. General Legal Terms

11.1.            The Terms constitute the whole legal agreement between you and PRAGMA and govern your use of the Deliverables (but excluding any Deliverables which PRAGMA may provide to you under a separate written agreement), and completely replace any prior agreements between you and PRAGMA in relation to the Deliverables.

11.2.           You agree that if PRAGMA does not exercise or enforce any legal right or remedy which is contained in the Terms (or which PRAGMA has the benefit of under any applicable law), this will not be taken to be a formal waiver of PRAGMA’s rights and that those rights or remedies will still be available to PRAGMA.

11.3.           If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

11.4.           You acknowledge and agree that any subsidiary and/or affiliate of PRAGMA shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

11.5.           The Terms, and your relationship with PRAGMA under the Terms, shall be governed by the laws of Québec Province (Canada) without regard to its conflict of laws provisions. You and PRAGMA agree to submit to the exclusive jurisdiction of the courts located within the City of Québec, Québec (Canada) to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that PRAGMA shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.