End User License Agreement
IMPORTANT - PLEASE READ CAREFULLY
KwikReports is a division of Datagrid Mobile Solutions Inc. in the province of Ontario, Canada. From now on refered too as "KwikReports"
Please note the following preliminary terms, which use some of the definitions set out in below:
This Agreement: This Agreement, and any new versions, betweenKwikReports. (KwikReports) and You, covers all Your use of KwikReports Software from any devices where KwikReports Software has been installed, by You or by third parties. You can accept this Agreement by clicking on the ACCEPT button or similar buttons or links as may be designated by KwikReports.
Additional Terms: Your agreement with KwikReports will also include the Additional Terms (as defined below). The Additional Terms shall include, but are not limited to, the terms and policies set out within. In order to use the KwikReports Software, KwikReports Website and Products, You must accept the Additional Terms. You can accept the Additional Terms by (i) clicking to accept or agree where this option is made available to You, or (ii) by actually using the KwikReports Software, KwikReports Website and Products, in which case You acknowledge and agree that KwikReports will treat such use as acceptance of the applicable terms. You acknowledge and agree that by accepting this Agreement and the Additional Terms you are entering into a legally binding contract, which collectively is referred to below as the "Terms". If there is any contradiction between the Additional Terms and this Agreement, then the Additional Terms shall take precedence in relation to the relevant KwikReports Service. You should print off or save a copy of the Terms for your records.
Electronic Signature(s): You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the KwikReports Software and/or Website. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction's Restrictions: If the law of Your country prohibits You from downloading or using KwikReports Software because You are under the age limit or because the KwikReports Software is not allowed in Your country, please don't use it.
1.1 The following terms and expressions shall have the following meanings:
Additional Terms: the terms and conditions and policies applicable to Your use of the KwikReports Software, the KwikReports Website and the Products, in addition to this Agreement.
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, KwikReports. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than 50% of the outstanding voting stock of the corporation, company, or other entity.
Agreement: this End User License Agreement, as may be renewed and/or amended from time to time.
Content: means any and all content consisting of text, sounds, pictures, photos, video and/or any type of information or communications.
Documentation: any online or otherwise enclosed documentation provided by KwikReports.
Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above or upon installation or use of the KwikReports Software by You, whichever occurs earlier.
IP Rights: means (i) patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow, trade secrets and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights.
Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account.
Product(s): shall have the meaning given in the Terms of Service athttp://www.kwikreports.com/terms
KwikReports API: application program interface consisting of the set of routines utilized by the KwikReports Software to provide the KwikReports Software functionality for a given platform or operating system, KwikReports API being included in or linked to the KwikReports Software as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof.
KwikReports Promotional Materials: any and all trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by KwikReports for the promotion of its company, its products and activities, other than the KwikReports Online Material.
KwikReports Software: the software distributed by KwikReports for internet communication applications, including without limitation the KwikReports API, UI and Documentation, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof.
KwikReports Staff: the officers, directors, employees and agents of KwikReports or its Affiliates, or any other persons hired by KwikReports or its Affiliates.
KwikReports Website: any and all elements, contents and the 'look and feel' of the website available under the URL, www.kwikreports.com, - among other URL's -, from which website the KwikReports Software can be downloaded.
Terms: has the meaning given in the "Additional Terms" preliminary term above.
UI: the user interface of the KwikReports Software.
User Account: refers to the account with User ID and Password that You create for Your use of the KwikReports Software.
User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account.
You: You, the end user of the KwikReports Software, also used in the form "Your" where applicable.
1.2 References to the singular include the plural and vice versa, and references to one gender include the other gender.
1.3 Any phrase introduced by the expressions "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.1 License: Subject to the terms of this Agreement, KwikReports hereby grants to You a limited non-exclusive, non-sub licensable, non-assignable, free of charge license to download, install and use the KwikReports Software on Your computer, phone or PDA for the sole purpose of communicating with KwikReports server for the purpose of processing data entered by You. You acknowledge that use of KwikReports Free software does not include any fees incurred for account maintenance and data processing on KwikReports severs.
2.2 No Granting of Rights to Third Parties: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the KwikReports Software, Service or any part thereof.
2.3 No Modifications: You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the KwikReports Software or any part thereof except to the extent permitted by law. Further more you may not under any circumstances utilize KwikReports Software that has been modified by third parties not approved by KwikReports.
2.4 Third Parties: The KwikReports Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the KwikReports Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the KwikReports Software will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with KwikReports or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to KwikReports or its Affiliates to enforce any of your rights.
2.5 Exclusive Ownership: Any and all IP Rights in the KwikReports Software, the KwikReports Website, the KwikReports Online Material and the KwikReports Promotional Materials are and shall remain the exclusive property ofKwikReports and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with KwikReports' IP Rights. Any unauthorized use of KwikReports' IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the KwikReports Software, but may be accessed through use of the KwikReports Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
2.6 No Removal of Notices: You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or KwikReports' rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
2.7 KwikReports Promotional Materials: Nothing in this Agreement will give You any right to use the KwikReports Promotional Materials.
3.1 No Warranties: Installing KwikReports Software enables You to communicate your reports with other people. KwikReports cannot guarantee that You will always be able to communicate these reports with other people, nor can KwikReports guarantee that You can communicate your reports without disruptions, delays or communication-related flaws or that all Your communications shall always be delivered to other people.
3.2.1 Content of Communications: The content of the communication spread by the use of the KwikReports Software is entirely the responsibility of the person from whom such content originated. You understand, therefore, that by using the KwikReports Software, You use the KwikReports Software, the Products and the KwikReports Website at Your own risk.
3.2.2 You acknowledge and agree that You are solely responsible for any Content that You upload, submit, post, transmit or display through the KwikReports Software and/or the KwikReports Website -(" Use" or "Used") and that KwikReports is not responsible to You or any third party for any Content that is Used by You or any other KwikReports Software user.
3.2.3 Third Party IP Rights: You agree that You shall not Use any Content that is subject to any third party IP Rights, unless you have a license or specific permission from the owner to Use such third party content, and to grant KwikReports the license set out in paragraph 3.2.4 below.
3.2.4 License: You hereby grant to KwikReports a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable and transferable license to: (i) reproduce, modify and publish any Content that you Use on the publicly accessible areas of the KwikReports Website for the purpose of displaying and distributing such Content on the KwikReports Website for such time as You continue to Use such Content on the KwikReports Website; and (ii) distribute and/or display through the KwikReports Software any Content that You provide or make available using the KwikReports Software for the sole purposes of making the KwikReports Software and the Products available to You.
3.2.5 Removal of Content: KwikReports reserves the right (but shall have no obligation) to decide whether any Content that You Use complies with this Agreement and any Additional Terms. KwikReports may in its sole discretion remove such Content and/or terminate this Agreement and Your User Account if You Use any Content that is in breach of this Agreement and/or any Additional Terms at any time and without prior notice to You.
3.3 Utilization of Your Computer or Mobile Device: KwikReports Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between KwikReports Software and KwikReports servers. KwikReports will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however KwikReports cannot give any warranties in this respect.
3.4 Updates to and New Versions of the KwikReports Software: KwikReports, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the KwikReports Software. KwikReports has no obligation to make available to You any subsequent versions of the KwikReports Software. From time to time the KwikReports Software may download and install updates from KwikReports and other authorized distribution sources automatically. These updates are required to maintain software compatibility, provide security updates or bug fixes, or offer new features, functionality or versions. You agree to receive such updates from KwikReports in order to continue using the KwikReports Software. You may have to enter into a renewed version of this Agreement, in the event you download, install or use a new or updated version of the KwikReports Software.
3.5 Suspension: KwikReports may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the KwikReports Software, and/or disable any KwikReports Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at KwikReports' discretion, are in breach of the Terms, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
4.1 Lawful purposes: You will use the KwikReports Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You; (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the KwikReports Software , KwikReports Server, or the communication; or (c) use any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights;
4.2 Password Security: To prevent unauthorized use of your User Account, You must not share your Password with any third party. If You suspect that your password is known to someone else, then You should change it immediately to protect your User Account.
4.3 Representations: You represent and warrant that You are authorized to enter into and comply with the Terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations under the Terms, as well as any and all laws, regulations and policies that may apply to the use of the KwikReports Software, the Products and/or the KwikReports Website.
4.4 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD KWIKREPORTS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE KWIKREPORTS SOFTWARE, OR (D) COMMUNICATION SPREAD BY MEANS OF THE KWIKREPORTS SOFTWARE.
4.5 Utilization of Your Computer: If Your use of the KwikReports Software is dependent upon the use of a processor and bandwidth owned or controlled by a third party, You acknowledge and agree that Your license to use the KwikReports Software is subject to You obtaining consent from the relevant third party for such use. You represent and warrant that by accepting this Agreement and using the KwikReports Software, You have obtained such consent.
4.6 Export Restrictions: KwikReports Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the KwikReports Software as well as end-user, end-use and destination restrictions issued by national governments. This software is controlled under ECCN 5D992.b.1 of the Export Administration Regulations ("EAR") per CCATS # G047973 and thus may not be exported or re exported to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. EAR 742.15(a), Title 15 Code of Federal Regulations. Moreover, the software may not be exported or re exported to or downloaded by any person or entity subject to US sanctions regardless of location. See http://www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm and EAR Part 736. KwikReports is making this software available to You for download only on the condition that You certify that You are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.
4.7 Government Users. The KwikReports Software and Documentation are "commercial computer software" and "commercial computer software documentation," respectively; as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the KwikReports Software or the Documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement.
5.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by either KwikReports or You as set out below. The Additional Terms will be effective as of the date upon which they are accepted by You or Your use the relevant KwikReports Service (as applicable), and will remain effective until terminated by either KwikReports or You as set out below and/or in the applicable terms.
5.2 Termination: You may terminate the Terms with immediate effect at any time. Without limiting other remedies, KwikReports may limit, suspend, or terminate this license and Your use of KwikReports Software, prohibit access to the KwikReports Website and delete Your User Account and/or User ID, with immediate effect, automatically and without recourse to the courts, if we think that You are in breach of the Terms, creating problems, legal liabilities (actual or potential), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. KwikReports shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to Your User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
5.3 Consequences of Termination: Upon termination of this Agreement and the Additional Terms: (a) all licenses and rights to use the KwikReports Software shall immediately terminate; (b) You will immediately cease any and all use of the KwikReports Software; and (c) You will immediately remove the KwikReports Software from all devices, hard drives, networks and other storage media and destroy all copies of the KwikReports Software in Your possession or under Your control.
5.4 Credit Card Refund/Cancelation Policy: Upon termination of this Agreement and the Additional Terms: (a) all charges for services rendered by KwikReports under this agreement are non refundable; (b) any amount reports remaining on your KwikReports account will be refunded to your credit card within 14 business days at the rate in which they where purchased with the exception of a purchase including a promotional item; (c) You shall notify KwikReports of any billing changes immediately; failure to do so may result in charges not being processed and your KwikReports service being suspended without notice. Only reports purchased by user are refundable, promotional or free reports supplied by Kwikreports have no monetary value. Proof of purchase must be supplied before a refund can be processed.
5.5 New Versions: KwikReports reserves the right to change this Agreement at any time by publishing the revised Agreement on the KwikReports Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the KwikReports Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at http://www.kwikreports.com/terms.htm. KwikReports reserves the right to change any of the Additional Terms from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the KwikReports Website (unless You expressly accept the revised terms earlier by clicking on the accept button if this option is made available), or within the timeframe set out in the applicable terms if different.
6.1 No Warranties: THE KWIKREPORTS SOFTWARE IS PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER; KWIKREPORTS DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE KWIKREPORTS SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. KWIKREPORTS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE KWIKREPORTS SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT DATA LOSS, NOR DOES KWIKREPORTS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF DATA MADE THROUGH THE KWIKREPORTS SOFTWARE.
6.2 Your own Risk: You acknowledge and agree that the entire risk arising out of Your use of the KwikReports Software remains with You, to the maximum extent permitted by law.
6.4 No Liability: The KwikReports Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT KWIKREPORTS, ITS AFFILIATES, ITS LICENSORS AND THE KWIKREPORTS STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE KWIKREPORTS SOFTWARE, AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE KWIKREPORTS SOFTWARE IS TO IMMEDIATELY UNINSTALL AND CEASE USE OF SUCH KWIKREPORTS SOFTWARE.
6.5 Limitation of Liability: IN NO EVENT SHALL KWIKREPORTS, ITS AFFILIATES, ITS LICENSORS OR THE KWIKREPORTS STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:
6.5.1 ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER (OR OTHER DEVICE) FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE KWIKREPORTS SOFTWARE; AND
6.5.2 ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE KWIKREPORTS SOFTWARE;
6.5.3 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF;
(I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE KWIKREPORTS SOFTWARE;
(II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY KWIKREPORTS FOR ANY REASON; AND
(III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE KWIKREPORTS SOFTWARE TO YOU.
6.6 THE LIMITATIONS ON KWIKREPORTS' LIABILITY TO YOU IN PARAGRAPH 6.5 ABOVE SHALL APPLY WHETHER OR NOT KWIKREPORTS, ITS AFFILIATES OR THE KWIKREPORTS STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
6.7 Jurisdiction's Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation.
7.1 In addition to this Agreement, You have to comply with the following Additional Terms when using the KwikReports Software, the Products and the KwikReports Website. We expect You to read these Additional Terms carefully, all of which are made part of this Agreement:
7.2 Any other exceptions: If You are interested in doing anything which is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain KwikReports' prior written consent and explicitly agree upon any further terms.
8.1 Entire Agreement: The terms and conditions of the Terms constitute the entire agreement between You and KwikReports with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or KwikReports arising out of fraud or fraudulent misrepresentation.
8.2 Partial Invalidity: If any provision of the Terms, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms as a whole, the legality, validity or enforceability of the remainder of the Terms (including the remainder of the term which contains the relevant provision) shall not be affected.
8.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms or by law shall not constitute a waiver of that right, power or remedy. If KwikReports waives a breach of any provision of the Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
8.4 Assignment: You are not allowed to assign the Terms or any rights hereunder. KwikReports is allowed at its sole discretion to assign the Terms or any rights hereunder to any third party, without giving prior notice.
8.5 Applicable Law and Competent Court: The Terms shall be governed by and interpreted in accordance with the laws of The United States of America and shall be subject to the jurisdiction of the courts of the district of The United States of America.
8.6 Language: The original English version of the Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.
8.7 Survival: The terms of paragraphs 2.5, 5 and 6 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE KWIKREPORTS SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO KWIKREPORTS THE RIGHTS SET FORTH HEREIN.
© KwikReports - Last revised: 06/24/2011