END USER LICENSE AGREEMENT

End-User Licence Agreement

IMPORTANT: THIS END USER LICENSE AGREEMENT (“EULA”) IS AN AGREEMENT BETWEEN US AND YOU. PLEASE READ IT CAREFULLY BEFORE INSTALLING OR USING SOFTWARE DEVELOPED BY US (OUR SOFTWARE). INSTALLING APPLICATIONS OR ANY CODE DEVELOPED BY US OR ANY PART THEREOF WILL CONFIRM YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT AND YOU WILL BECOME BOUND BY ITS TERMS. THIS AGREEMENT CONTAINS LICENSE DETAILS FOR THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. IF YOU DO NOT WISH TO AGREE TO THESE TERMS THEN YOU SHOULD NOT INSTALL OR USE THE SOFTWARE OR ANY PART THEREOF. WE RESERVE THE RIGHT TO CHANGE THIS LICENSE AGREEMENT WITH THE INTRODUCTION OF NEW VERSIONS OF OUR SOFTWARE AND USE OF THOSE NEW VERSIONS MAY REQUIRE THE ACCEPTANCE OF ANY UPDATED LICENSE AGREEMENT.

1. DEFINITIONS

i. “us” , “Level Up Enterprises” and “Level Up” means “Level Up Enterprises Ltd” a private registered company in British Columbia, Canada.

ii. “Software” in this instance means any software application developed or supplied by Level Up.

iii. “Single use license” means a license issued for a single installation on a single web site.

2. LICENSE TERMS

i. This license is applicable to all versions of software developed by Level Up, unless superseded by an updated license agreement provided as part of a version update to the software.
ii. We reserve the right to revoke support for older software 18 months after the introduction of newer versions.
iii. Single user licenses permit the installation of the Software on a single web site.
iv. You may make one copy of the Software in machine readable form for backup purposes.
v. The license to use the software does not expire and requires no yearly fees to use. The license does not qualify you for free technical support. Support terms, availability and pricing are available on request.
vi. We reserve the right to produce additional components in the future that may require an additional purchase, and license, for use.
vii. License owners are required to keep WDI updated on the URL where the software is used. We reserve the right to refuse support to any site that we do not have on record.
viii. Licenses are transferable at the sole discretion of WDI. Under no circumstances will a license under 6 months old be eligible for transfer. We reserve the right to charge a processing fee for the transfer of licenses.

3. LICENSE RESTRICTIONS (SINGLE USE LICENSE)

i. You may not sell, rent, lease, transfer or sub-license the Software.
ii. You may alter the software and changes can be distributed. However, no core code within the software can be used to create derivative products without the prior written consent of Level Up. Any changes made to the software will not be covered by support and are made at your own risk.
iii. You undertake not make the installation or a compressed distribution of the software available outside of your company.
iv. You may make one addition installation for testing and development purposes but this must be secured by password protection on your web server.

4. OWNERSHIP

i. This Software, including all code, CSS and HTML files, contain proprietary information that belongs to Level Up. This license gives you limited rights to use the Software. Level Up retains all right, title and interest, including copyrights, to the Software and all copies of the Software. All rights not explicitly granted by this License are reserved by Level Up and its suppliers.

5. PROPRIETARY NOTICES

i. This license, as standard, does not permit the removal, modification, disabling, altering or tampering with any copyright, trademark, logo or wording. This includes the branding of the administration system control panel.
ii. The removal, modification, disabling, altering or tampering of the “powered by Level Up” wording in the administration system is not permitted. Any such rebranding must not imply that the Software is a differently named package.

6. CONFIDENTIALITY

i. This Software, including all code, CSS and HTML files, contain proprietary information that belongs to Level Up. You must, at all times, keep all code confidential and protected from unauthorised disclosure to anybody outside the owner of the user license. You may not distribute or otherwise use any of the code from the Software.

7. LIMITED WARRANTY, DISCLAIMER AND LIABILITY

i. Level Up will endeavour to rectify any errors in the Software, in contradiction to the functionality stated within the original specification documentation, as soon as possible. These corrections will be issued free of charge for a period up to ten days after the first installation. Corrections of errors thereafter will be chargeable under technical support service at preffered rates or at $50/hr if no annual support contract is in place.
ii. This Software is provided by Level Up “as is” and any expressed or implied warranties including, but not limited to, the implied warranties of fitness for purpose are disclaimed. In no event shall Level Up be liable for any direct, indirect, incidental, special or consequential damages. This includes, but it not limited to, loss of use, data or profits; business interruption; loss of business information, however caused and on any theory of liability whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software even if it is advised of the possibility of such damage.
iii. Level Up cannot be held responsible for your web server not containing the correct support systems or software required to run the Software. You should ensure compatibility with your system before licence purchase.
iv. No refund of licence fee is available under any circumstances.
v. Level Up reserve the right to alter the terms of this license agreement for new versions of its Software.
vi. If any terms of this license are violated, Level Up reserves the right to revoke the license.
vii. If any section of this license is deemed to be invalid or unenforceable for any reason, the remainder of the license shall continue to remain valid and enforceable.
viii. This EULA is governed by the laws of British Columbia and Canada.