Disclaimer/ License Agreement

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Disclaimer

 

This information provided by Noxa Analytics, Inc. is strictly for informational purposes and is not to be construed as advice or solicitation to buy or sell any security. Noxa Analytics, Inc. will not be held responsible for any losses accrued as a result of any content in this file.

 

 

License Agreement

 

This End User License Agreement (the "AGREEMENT") is a legal agreement between you and Noxa Analytics, Inc. (“Noxa Analytics") regarding your use of Noxa Analytics’ software and service entitled which may include user documentation provided in "online" or electronic form. BEFORE YOU CLICK ON THE "I AGREE" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE SOFTWARE WILL NOT BE DOWNLOADED TO YOUR COMPUTER.

 

 

TERMS AND DEFINITIONS

 

 (a) “LICENSEE” is the party (either an individual or an entity) who has purchased the license rights to use the Developed Program solely for his own personal use. LICENSEE shall include such affiliates, subsidiaries, divisions and business units that are under financial and/or managerial control of LICENSEE.

 

 (b) “Virtual Private Server” (VPS, also referred to as Virtual Dedicated Server or VDS) is a method of dividing underlying hardware server resources into virtual servers, where resources can be allocated in a way that does not directly reflect the underlying hardware. Each virtual server can run its own full-fledged operating system, applications and each virtual server is an independent environment that can be independently rebooted, stopped, or started.

 

 (c) “Licensed Computer” is the personal computer or Virtual Private Server designated by LICENSEE to operate the Software licensed to LICENSEE pursuant to the terms of this Agreement and upon registration of such computer with Noxa Analytics.

 

 (d) “SIGNALS” include any messages, information generated by the Software and generated for and in conjunction with LICENSEE’s personal and individual use of the Software.

 

 (e) “SOFTWARE” is Noxa Analytics’ proprietary Adaptive Mixture of Experts (Noxa-AME) computer software program, including SIGNALS generated by the software and services provided by Noxa Analytics and update or upgrade of Noxa-AME; the program’s related materials including user manuals, documentation, and software release notes; and such updates, modifications or new releases of the software program and documentation as may be provided by Noxa Analytics to LICENSEE.

 

 

LICENSE GRANT AND RESTRICTIONS

 

 (a) Grant of License:  During the term of LICENSEE’s subscription license, subject to the payment of the applicable fees and LICENSEE’s compliance with the terms of this AGREEMENT, this AGREEMENT permits LICENSEE to use one (1) copy of the specified version of the SOFTWARE, for internal purposes only, on only one (1) Licensed Computer or Virtual Private Server, and only by one (1) user, at a time.

 

 (b) Scope of use:  LICENSEE must obtain a separate registration and identification for each Licensed Computer from Noxa Analytics. The SOFTWARE is "in use" on the Licensed Computer when it is loaded into the temporary memory (i.e. RAM) or Installed Into the permanent memory (e.g. hard disk, CD-ROM or other storage device) of that Licensed Computer. We reserve all rights not expressly granted in this AGREEMENT.

 

 (c) Restrictions:  You may not rent, lease, or loan the SOFTWARE, but you may transfer your rights under this AGREEMENT permanently, provided you transfer this AGREEMENT, the SOFTWARE and all accompanying printed materials, retain no copies, and the recipient agrees to the terms of this AGREEMENT. LICENSEE is not authorized to modify, adapt, translate, or create derivative works based upon, in whole or in part the Software or the SIGNALS it generates, or to reverse compile or disassemble the Software and/or its SIGNALS. The rights granted LICENSEE hereunder are restricted exclusively to LICENSEE. All rights not expressly granted to LICENSEE by this Agreement are exclusively reserved to and by Noxa Analytics.

 

LICENSEE MAY NOT DISTRIBUTE, CONVEY, SELL, USE OR TRADE ANY SIGNAL OR OTHER INFORMATION GENERATED BY THE SOFTWARE TO ANY PERSON OR GROUP.  SUCH PROHIBITED GROUPS INCLUDE, BUT ARE NOT LIMITED TO, ANY POOL, FUND OR INVESTOR GROUPS, WHICH POOL FUNDS TOGETHER AND PAYS COMMISSIONS OR INCENTIVE FEES TO LICENSEE.

 

 (d) Use on other computers;  Noxa Analytics reserves the right that upon multiple or repeated requests for re-installation and/or transfer of licenses for any reason, to withhold registration and license, unless LICENSEE pays a new License Fee or upon establishing to Noxa Analytics’ satisfaction that LICENSEE is not installing the Software on more than one (1) personal computer.

 

 (e) Transfer of License Grant:  The Software may not be assigned, sub-leased, sub-licensed, sold or otherwise transferred, except as provided herein.  Upon written consent from Noxa Analytics, LICENSEE may transfer the license granted herein to another party and such license shall only become effective upon the party receiving the license consenting to and assuming, in writing, all terms of this Agreement. LICENSEE must pay Noxa Analytics a fee for the transfer, and must also remove the Software Program from the initially Licensed Computer to Noxa Analytics’ satisfaction.

 

 (f) Copyright:  The SOFTWARE is owned by Noxa Analytics or its suppliers or licensors and is protected by United States and Canadian copyright laws and international treaty provisions. We (and our suppliers) own and retain all right title and interest in and to the SOFTWARE, including patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Therefore, LICENSEE may not use, copy or distribute the SOFTWARE without authorization. LICENSEE may (a) make one (1) copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single hard disk provided LICENSEE keeps the original solely for backup or archival purposes. LICENSEE may not copy the printed materials accompanying the SOFTWARE, if any, nor print copies of any user documentation provided in "online" or electronic form.

 

 

NO WARRANTIES

 

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSABLITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. NOXA ANALYTICS MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOXA ANALYTICS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE OR BECOME AVAILABE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRA¬STRUCTURE, OR DISRUPTION ATTRIBUTABLE TO THE TURN OF THE MILLENIUM. THEREFORE NOXA ANALYTICS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSABILITY, OR PERFORMANCE.

 

 

LIMITED LIABILITY

 

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOXA ANALYTICS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL; WORK STOPPAGE; HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NOXA ANALYTICS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

 

GENERAL

 

This AGREEMENT is governed by the laws of the Province of Ontario, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This AGREEMENT shall not be subject to the Uniform Commercial Code. Any dispute between you and Noxa Analytics regarding this AGREEMENT will be subject to the exclusive venue of the provincial courts of Ontario, Canada. This AGREEMENT is the entire agreement between you and Noxa Analytics and supersedes any other communications or advertising with respect to the SOFTWARE and documentation. If any provision of this AGREEMENT is held invalid, the remainder of this AGREEMENT will continue in full force and effect No provision of this AGREEMENT shall be deemed waived or modified except in a written addendum signed by an authorized representative of Noxa Analytics.

 

 

Contact Information

 

Should you have any questions concerning this AGREEMENT, or if you desire to contact Noxa Analytics for any reason, please call (613) 599-7844, or write: Noxa Analytics, Inc., 75 Spruce Meadows Drive, Kanata, Ontario K2M2K4.

 

 

 


 

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