Absorb Inform Terms and Conditions
The order form made in accordance with the Absorb Inform Terms and Conditions (referred to herein as the "Inform T&C") by and between you, (the "Client") and Absorb. By ordering or otherwise using Absorb Inform, an add-on Business Intelligence module ("Absorb Inform"), Client agrees to and accepts this Inform T&C in its entirety. If client does not agree to the terms of this Inform T&C, Client may not use Absorb Inform.
- DEFINITIONS: In this Inform T&C, the following terms shall have the following meanings:
"Absorb" – means Absorb Software Inc and its Affiliates.
"Agreement" – means Service Terms and Conditions whereby Client agrees to purchase the Service being Absorb Learning Management System (LMS) from Absorb, including any subsequent amendments thereto. entered in between Absorb and the Client.
"Data Visualization" means the transformation of information (such as data, processes, relations or concepts) into a graphical representation or diagram with the goal of providing the Inform Admin with a qualitative or quantitative understanding of the information contents and which may include interactive elements.
"Inform Admin" means Client User who is directly using Absorb Inform.
Terms not otherwise defined above have the meaning given to them elsewhere in this Inform T&C or the Agreement
1.1. Absorb will make Absorb Inform available to Client as provided in the Order Form, subject to the Fees listed therein, and in accordance with the terms of the Inform T&C. Client's right to use the Absorb Inform is limited therein.
2.1. Absorb grants a time limited, non-exclusive, non-transferable license to Client and Inform Admins to use Absorb Inform in accordance with the Inform T&C. Any other use of Absorb Inform by Client or any third party is strictly forbidden. All use of Absorb Inform by Client shall be solely for its own business purposes in accordance with the Inform T&C.
2.2. If a consultant, contractor or agent is retained by Client to exercise rights as a Inform Admin for Client (as applicable), Client shall ensure that such consultant, contractor or agent is working solely for the benefit of Client in such regard and Client shall ensure, prior to allowing such party access to the Software, that the consultant, contractor or agent is under confidentiality obligations at least as stringent as those in the Inform T&C and agrees to restrictions of use of Absorb Inform consistent with the provisions of the Inform T&C. Client shall be responsible for all acts or omissions of Client's consultants, contractors and/or agent (including, without limitation, all breaches of the terms of this Inform T&C). Any breach by a consultant, contractor and/or agent of the terms of the Inform T&C shall be deemed to be a breach by Client.
LICENSE RESTRICTIONS: In addition to the restrictions of each License as outlined in the Agreement (which are incorporated by reference into this Section 2), Client shall not (i) remove any copyright, trade-mark or patent notices contained in or on Absorb Inform; (ii) rent, lease or lend Absorb Inform, use Absorb Inform to operate a subscription service, service bureau, Software as a Service (SaaS) offering or use Absorb Inform to otherwise provide commercial hosting services with Absorb Inform; (iii) use Absorb Inform to create, develop, distribute and/or maintain any component libraries for Data Visualization; (iv) reverse engineer, decompile or disassemble Absorb Inform nor attempt to gain knowledge of the source code or expose the functionality of Absorb Inform in any manner whatsoever, except as otherwise specifically permitted by applicable law notwithstanding such a restriction; (v) separate Absorb Inform into components (or use components on a stand-alone basis or in any way which separates such components from Absorb Inform as a whole); (vi) sublicense, modify, distribute, or create derivative works based on Absorb Inform or any part thereof; and (vii) be engaged at any time in the manufacture, use, distribution or transfer of counterfeit, pirated or illegal software.
OWNERSHIP: Absorb Inform is protected by Canadian copyright laws and other intellectual property laws and treaties or provisions. Absorb (and/or its third party licensors and suppliers) retain all right, title and interest in and to Absorb Inform, including any and all derivative works and/or modifications made thereto in accordance with the Inform T&C (including, without limitation, all intellectual property rights therein). Absorb Inform is licensed, not sold, and all rights not expressly granted in this Inform T&C are reserved by Absorb (and/or its third party licensors and suppliers). Client acknowledges that Client's possession or use of Absorb Inform does not transfer to Client any title or ownership interest in or to the intellectual property in Absorb Inform, and that Client will not acquire any rights to Absorb Inform except as expressly set forth herein. The Inform T&C does not grant Client any rights in any trade-marks, service marks and/or business names of Absorb and/or its third party licensors and suppliers, all of which remain the exclusive property of Absorb (and/or its third party licensors and suppliers).
CONFIDENTIALITY: Client agrees with Absorb that: (a) Absorb Inform contains information or material which is proprietary and/or confidential to Absorb (and/or its third party licensors and suppliers), which is not generally known other than by Absorb, and which Client may obtain knowledge of through, or as a result of, the relationship established hereunder with Absorb (collectively referred to as "Confidential Information"). Without limiting the generality of the foregoing, Confidential Information also includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, knowhow, new product or new technology information, strategies and development plans (including prospective trade names or trademarks); (b) such Confidential Information has been developed and obtained by Absorb by the investment of significant time, effort and expense; (c) Client shall not make use of the Confidential Information for Client's own benefit or for the benefit of any person or entity other than Absorb, except for the purposes of exercising Client's express license rights granted under these Inform T&C ; and (d) Client agrees to hold in confidence, and not to disclose or reveal to any person or entity, Absorb Inform, Documentation or any other Confidential Information concerning Absorb Inform other than to such persons as Absorb shall have specifically agreed in writing to permit Client to so disclose, except where such disclosure is necessary for Client to utilize Absorb Inform for the furtherance of the express license rights granted under this Inform T&C.
UNSOLICITED "BUG FIXES": If Client identifies problems with the usability, operability, or interoperability of Absorb Inform, Client may deliver or suggest "bug fixes" to Absorb for Absorb's consideration. For clarity, however, Client has no obligation to submit any "bug fixes" to Absorb but, if Client does, then, in consideration of any license rights granted to a Client, such Client hereby grants to Absorb a perpetual, worldwide, non-terminable, irrevocable, royalty free right and license to use and exploit such bug fixes as it deems appropriate and Absorb shall have the absolute right to incorporate all such "bug fixes" accepted by Absorb into Absorb's products and services for all purposes, without any payment or other compensation to Client.
LIMITED WARRANTY: ABSORB INFORM IS PROVIDED "AS IS". ABSORB DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF ABSORB INFORM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF ABSORB INFORM IS ASSUMED BY CLIENT.
ABSORB DOES NOT WARRANT THAT ABSORB INFORM WILL MEET CLIENT'S REQUIREMENTS, THAT OPERATION OF ABSORB INFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ABSORB INFORM ERRORS WILL BE CORRECTED. ABSORB IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS WHICH ARE MADE AFTER THE RELEASE OF ABSORB INFORM NOR FOR PROBLEMS IN THE INTERACTION OF ABSORB INFORM WITH NON-ABSORB SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY MODIFICATIONS, DERIVATIVE WORKS, ADDITIONAL FUNCTIONALITY OR OTHER CHANGES MADE TO ABSORB INFORM BY CLIENT). ABSORB WILL HAVE NO RESPONSIBILITY TO REPLACE OR REFUND THE LICENSE FEE FOR MEDIA DAMAGED BY ACCIDENT, ABUSE OR MISAPPLICATION.
THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF AND ABSORB AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ABSORB, ITS EMPLOYEES, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.
HIGH RISK ACTIVITIES: Client acknowledges and agrees not to use Absorb Inform in any application or situation where any failure of Absorb Inform could lead directly to death, personal injury, or severe physical or environmental damage. Examples include using Absorb Inform for controlling the operation of: (i) equipment in any nuclear facilities; (ii) aircraft navigation, communications or flight control systems; (iii) air traffic control systems; (iv) mass transit systems; (v) medical equipment (but only in equipment with an FDA classification of 2 or 3, or an equivalent classification); or (vi) weapons systems. By virtue of the complex nature of Absorb Inform and its potential uses, it is possible that latent bugs or inoperable features or incompatibilities or errors may affect the validity of data obtained and calculations performed using Absorb Inform. Absorb advises that Absorb Inform is not fault tolerant and is not designed or intended for use in hazardous environments or mission critical applications requiring fail safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life support machines, hazardous materials storage and transmittal systems, waste treatment applications or any other application in which the failure of Absorb Inform could lead directly to death, personal injury, or severe physical or property damage or exposure to material financial loss (collectively, "High Risk Activities"). Absorb expressly disclaims any express or implied warranty or condition of fitness for High Risk Activities. Client agrees that use of Absorb Inform in High Risk Activities is at Client's own risk and is advised to obtain suitable perils insurance against risk in an amount commensurate with Client's risk of loss. Client hereby indemnifies and holds Absorb and its licensors and suppliers harmless from liability for such use and the results of use.
MODIFICATION: Absorb reserves the right to amend this Inform T&C from time to time, in which case the new Inform T&C will supersede prior versions. Absorb will notify Client of material changes not less than thirty (30) days prior to the effective date of any such amendment, and Client continued use of the Absorb Inform following the effective date of any such amendment will constitute consent to any such amendment.