Terms & Conditions
1. General
This document constitutes an offer by SRB Education Solutions Inc., d/b/a/ L4U Library Software (the "Supplier) to provide the products and services described in the attached quotation (the "Quotation"), on the terms and conditions set out below. These terms and conditions apply notwithstanding any language in the customer's purchase order (if one exists) or any other written or oral representation made prior to, simultaneously with, or at any time after the Quotation. No addition or modification of these terms and conditions may be made, except on written consent of the Supplier.
The Customer shall be deemed to have made an unqualified acceptance of these terms and conditions of sale on the earliest of the following to occur: (i) the Customer's payment of any amounts due hereunder; (ii) the Customer's receipt of the products and services; or (iii) any other event constituting acceptance at law.
2. Cancellation and Changes
After acceptance of the Quotation, the Customer may not cancel or modify its order or any part thereof without the Supplier's prior written consent. The Supplier reserves the right to change the price, terms of payment and delivery dates for any products and services affected by any modification to which it consents.
3. Software Licensing
All software licenses are subject to these terms and conditions, as well as all terms and conditions in the relevant software license agreement.
4. Disclaimer of Warranties
The warranty for any purchased hardware is provided directly by the manufacturer of such hardware and Supplier will assign all such warranties, to the extent possible, directly to Customer.
Any oral or written description of the products and services is for the sole purpose of identifying the products and services and shall not be construed as an express warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER MAKES NO WARRANTY, REPRESENTATION, GUARANTEE, COVENANT OR CONDITION IN RESPECT OF THE PRODUCTS OR SERVICES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES, INCLUDING, BUT NOT LIMITED TO MERCHANTABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL SUPPLIER BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES INCURRED BY CUSTOMER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO LOST PROFITS) OR OTHER DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR FOR ANY CLAIM BY ANY THIRD PARTY.
THE PRICING OF THE PRODUCTS AND SERVICES REFLECTS THE ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
6. Taxes and Other Charges
All taxes, inspection or testing fees, freight costs, insurance or any other fee or charge whatsoever, imposed on, in connection with or measured by any transaction between the Supplier and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced.
7. Delivery, Title and Risk of Loss
All product will be shipped by Canada Post, ground delivery.
No product returns shall be accepted for credit without prior written approval of the Supplier. However, Customer may return software for full refund, within 90 days of invoice, if not fully satisfied.
Shipping dates communicated by the Supplier are based on prompt receipt of all necessary information regarding the order. The Supplier will use its reasonable business efforts, but does not guarantee, to meet scheduled dates. The Supplier reserves the right to make delivery in instalments. Delay in delivery shall not relieve the Customer of its obligations to accept remaining deliveries.
Claims for shortages, defects, or other errors must be made in writing to the Supplier within 10 days after receipt of shipment of products or delivery of services. Failure to give such notice shall constitute unqualified acceptance and a waiver of all claims by the Customer.
8. Terms of Payment
All payments are to be made net fifteen (15) days of date of invoice, which is issued upon shipment of products. The Customer agrees to pay, at the Supplier's discretion, a late payment charge of up to 1.5% per month (18% per year) on all amounts not paid in full within 30 days of invoice.
Payments shall be made cheque, credit card (VISA), wire transfer to the Supplier's bank account or as the Customer may be advised by the Supplier in writing from time to time.
Privacy Policy
L4U™ Library Software asks customers to supply various personal data when placing an order, such as name and address, credit-card information, and e-mail address. We use this data only for the purpose of filling their order, or for communicating with the customer or supplier about the status of an order. We may use the customer's organization name and city in promotional literature though no personal contact information is disclosed.
L4U also asks customers to supply various personal data when they are requesting that we keep in touch with them about L4U Library Software products. We use this data only for the purpose of informing our customers of product announcements.
From time to time we receive requests from prospective purchasers of L4U products for references from other existing customers in their geographical or application area. We do not release any information to such requests without permission. Said permission is requested on a case-by-case basis through e-mails or faxes sent out to existing L4U customers.
Customers of L4U have the choice of supplying feedback and information about their use of L4U and other L4U products. This information is only used to enhance product quality and to help determine future product direction.
L4U, at the discretion of the customer, also receives customer data in the form of backup files from the customer's copy of L4U (for our Offsite Backup Service or for Customer Support cases), or in the form of binary files (for our CheckMARC Service). We use this data only for the purposes of the services involved.
We treat customer information as private and confidential, and we will not disclose this information, other than those cases mentioned above, to other individuals or organizations unless required by law.
We will not distribute customer information to be used in mailing lists, surveys, or any other purpose other than what is stated above.
Software License Agreement
SRB EDUCATION SOLUTIONS INC., d/b/a/ L4U LIBRARY SOFTWARE ("L4U")
"You" or "Your" means the person or company who is being licensed to use the Software.
"Licensor" means L4U.
"Software" means the computer software provided by L4U, in object code format only, and includes any documentation related thereto, and all updates provided to You (if any).
1. Grant of License and Ownership
(a) The Software is licensed not sold. Licensor grants to You a non-exclusive, non-sublicenseable, and non-transferable right to use the Software, subject to the terms and conditions of this Agreement. If the Software does not contain network functionality you may install only one copy of the Software on a single computer. If the Software contains network functionality, you may use the Software in a manner consistent with the network functionality as set out in the relevant documentation and you may install as many copies of the Software as is necessary for You to use such network functionality.
(b) The Software and any and all modifications thereto are proprietary to Licensor, and title to them remains in Licensor. All applicable common law and statutory rights in the Software and updates of the Software, including, but not limited to, rights in confidential and trade secret material, source code, object code, trademarks, service marks, patents, and copyrights, shall be and will remain the property of Licensor. Licensee shall have no right, title, or interest in such proprietary rights.
(c) Licensor has no obligation to provide updates or support services to You. Obligations or expectations with regard to product updates, enhancements, support or remedies for errors, defects or deficiencies will be limited to those expressly set forth in a separate agreement between You and Licensor. In the absence of such an agreement, Licensor will use reasonable efforts to provide ongoing support and remedies to identified errors and defects, on a time and materials basis, at Licensor's then current commercial rates.
2. Restrictions on Use
You may not:
(a) distribute, sublicense, resell, transfer possession of or otherwise make available copies of the Software (in whole or in part) to any third party, including but not limited to use by affiliates, subsidiaries or partners;
(b) copy the Software, except that You shall be entitled to make one copy of the Software solely for use for backup or archival purposes;
(c) use the Software to rent, lease or otherwise provide services to third parties, including, without limitation, data processing, hosting, outsourcing, service bureau or online application services offerings to third parties;
(d) incorporate the Software, in whole or in part, into any other software; and
(e) modify or enhance the Software, nor reverse engineer, decompile, disassemble the object code of the Software nor create substantially derived forms of the Software.
3. DISCLAIMER OF WARRANTY
THE SOFTWARE IS LICENSED SOLELY ON AN "AS IS" BASIS. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT LICENSOR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO WARRANTY, REPRESENTATION, GUARANTEE, COVENANT OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO: (i) NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (ii) THAT THE SOFTWARE WILL BE FREE OF DEFECTS, BUGS OR ERRORS, OR THAT IT WILL PERFORM IN AN UNINTERRUPTED AND ERROR-FREE MANNER; (iii) THAT THE SOFTWARE WILL BE FREE OF VIRUSES, WORMS OR OTHER CODES, ROUTINES OR DEVICES DESIGNED TO DISABLE, IMPAIR, DESTROY, ERASE OR OTHERWISE DAMAGE THE SOFTWARE OR ANY HARDWARE ON WHICH THE SOFTWARE IS USED; AND/OR (iv) MERCHANTABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY
IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES INCURRED BY YOU, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO LOST PROFITS) OR OTHER DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR FOR ANY CLAIM BY ANY THIRD PARTY.
THE PRICING OF THE SOFTWARE REFLECTS THE ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
5. Termination
The license is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form. It will also terminate if You fail to comply with any term or condition of this Agreement.
6. Miscellaneous
This Agreement is the only agreement between You and Licensor and Licensor IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, CORRESPONDENCE, OR OTHERWISE UNLESS SPECIFICALLY AGREED TO IN WRITING. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, the terms and conditions of this Agreement shall prevail.
This Agreement is governed by the laws of the Province of British Columbia, Canada and You agree to submit to the exclusive jurisdiction of the courts of the province of British Columbia in respect of any disputes under this Agreement.
If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.
