Black Dog Website & Content Management System End User License Agreement

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY) AND BLACK DOG MARKETING AND ADVERTISING INC., WHICH INCLUDES THE SOFTWARE, ONLINE OR ELECTRONIC DOCUMENTATION AND MAY INCLUDE ASSOCIATED MEDIA MATERIALS (COLLECTIVELY, THE "SOFTWARE"). BY SELECTING TO USE AND PUBLISH THE SOFTWARE OR OTHERWISE INSTALL THE SOFTWARE ON A COMPUTER SYSTEM, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREE TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACTIVATE, OR PUBLISH THIS SOFTWARE.

1. Definitions

a) "Black Dog" means Black Dog Marketing & Advertising Inc.
b) "Software" means only the Black Dog Marketing & Advertising Content Management System.
c) "Website" means the images, text, pages, and links of the electronic files related to the internet.

2. General

By using the Software, you agree:

a) To not modify the source code or circumvent the Software Activation Element (Whereby the Software communicates with the Black Dog server for its license key);
b) You may not attempt to modify or otherwise enable features not already enabled by the Software;
c) All copyright notices in the SOFTWARE may not be removed;
d) That should the Software Activation Element fail to connect you to the Black Dog server, for any reason, Black Dog is relieved from any liability;
e) To pay the prescribed fee associated with the use of the Software.

3. License Grants

a) This Agreement grants you a limited, non-exclusive license to use the SOFTWARE specifically as set forth herein. BLACK DOG reserves all rights not expressly granted to you. The SOFTWARE consists of server Software (SERVER) and is installed/downloaded directly onto authorized SERVER(S).

b) You may install and use the SOFTWARE on a single, compatible server. Run time license must only be used for one site and a single domain name.

c) You may access the user web-based interface of the Software from any terminal or internet.

4. License Restrictions

a) You may not make or distribute copies of the Software.
b) You may not sell, rent, lease, relicense, or sublicense the SOFTWARE except under the terms of a Service Provider License Agreement and/or Reseller Agreement, as applicable.
c) You may not alter, merge, modify, adapt, translate, decrypt, reverse engineer, or disassemble the SOFTWARE.
d) you shall not use the SOFTWARE in any way for the purpose of developing similar SOFTWARE or anything of having a similar function to this SOFTWARE.

5. Ownership

a) The forgoing license gives you limited license to use the SOFTWARE. BLACK DOG and its suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the SOFTWARE and all copies thereof. All rights not specifically granted in this EULA are reserved by BLACK DOG and its suppliers.
b) Software is copyrighted by BLACK DOG.
c) Content of the website for which the SOFTWARE is used remains property of and is copyrighted to the owner of the website.

6. Transfer of Rights

If all or a substantial portion of your assets and/or a controlling interest in your ownership should become acquired (or are the subject of a merger, acquisition, or reorganization), the SOFTWARE license and rights granted herein may be transferred to the acquiring/surviving entity provided you retain no copies or portion of the SOFTWARE. You shall transfer all of the SOFTWARE, and the recipient agrees to the terms of this Agreement and shall communicate the change in ownership in writing with BLACK DOG.

7. Termination

In the event that you fail to comply with this EULA, BLACK DOG may terminate the license and you must destroy all copies and backups of the SOFTWARE and component parts with the exception of the Content of the website that you have created.

8. Applicable Law

This EULA is governed by the laws of Canada, and in respect to any dispute which may arise hereunder you consent to the jurisdiction of the federal and provincial courts sitting in Halifax, Nova Scotia.

9. Warranty Disclaimer

a) BLACK DOG AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. BLACK DOG DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
b) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BLACK DOG, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
d) BLACK DOG SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED SYSTEM PLATFORM, OPERATING SYSTEM OR OTHER THIRD PARTY SOFTWARE USED TO ACCESS THE WEB-BASED USER INTERFACE OF THE SOFTWARE.
e) BLACK DOG SHALL NOT PROVIDE FREE SUPPORT OF THE SOFTWARE OR FREE TRAINING FOR USING THE SOFTWARE.

10. Limitation of Liability

a) NEITHER BLACK DOG NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR THE WEBSITE, AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF BLACK DOG OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b) BLACK DOG'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
c) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS EULA.

11. Basis of Bargain

The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between BLACK DOG and you. Such Warranty Disclaimer and Limited Liability are for the benefit of Black Dog, its agents and suppliers.

12. Representations and Warranties

Black Dog is a company in good standing under the laws of Nova Scotia.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.
We are not bound by any representation, warranty, promise, agreement or inducement not embodied herein you agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect.
The failure or delay of BLACK DOG to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

The parties understand, agree and acknowledge that the EULA was freely negotiated by both parties and that in any controversy over interpretation, there shall be no inference, presumption or conclusion drawn against Black Dog by virtue of having drafted the EULA or a portion of it.

No BLACK DOG dealer, agent or employee is authorized to make any amendment to this EULA. Black Dog reserves the right to update and change this license agreement at any time.

All questions concerning this EULA shall be directed to:
Black Dog Marketing & Advertising Inc.,
1156 Bedford Highway, Bedford, Nova Scotia, B4A 1B8, Canada.

Black Dog Content Management System is a copyright of Black Dog Marketing & Advertising Inc. in Canada the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use BLACK DOG's or its licensors' names or any of their respective trademarks.