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PPM ONLINE LICENSE AGREEMENT

This PPM ONLINE LICENSE AGREEMENT (“License Agreement”) is an agreement between The Certified General Accountants Association of Canada (“CGA-Canada”) and yourself, in your capacity of authorized user, (“You”) for the access and use of the PPM Online Documentation.

Access to the PPM Online website and use of the PPM Online Documentation ARE subject to the terms and conditions of this License Agreement.

BEFORE REGISTERING AND/OR ACCESSING YOUR ACCOUNT, YOU MUST READ THIS LICENSE AGREEMENT CAREFULLY.

USING THE PPM ONLINE DOCUMENTATION MEANS THAT “YOU” ARE AUTHORIZED TO ACCEPT THIS LICENSE AGREEMENT, THAT YOU HAVE READ AND UNDERSTAND ITS TERMS AND THAT YOU AGREE TO BE BOUND BY IT.

IF YOU DO NOT AGREE WITH ANY PART OF THIS LICENSE AGREEMENT, YOU MUST NOT ACCESS THE PPM ONLINE WEBSITE OR USE THE PPM ONLINE DOCUMENTATION.

DEFINITIONS

“PPM Online Documentation” means all the manuals, guidelines, reports, published information stored on the PPM Online Website, and any other materials in any form that CGA-Canada provides or makes available through its PPM Online Website.

“Location” means the office or other geographical location at which the Permitted Number of Permitted Users may access the PPM Online Documentation and for which license fees have been paid.

“Permitted Number” means the number of Permitted Users which shall be either: (i) a maximum of five (5) users; or (ii) six (6) users or more, the whole in accordance with the applicable subscription fees.

“Permitted Users” means the users for which You have paid a license fee for the access to the PPM Online Documentation, the number of which shall equal the Permitted Number.

PERMITTED USES

Subject to the terms of this Agreement, CGA-Canada grants to You a non-exclusive and non-transferable license, strictly for the Permitted Users at the Location, to access the PPM Online Website and use the PPM Online Documentation and, for each individual Permitted User, the right to download a single copy of the PPM Online Documentation on a single computer or print the PPM Online Documentation.

You may only access the PPM Online Website and use the PPM Online Documentation for your internal business and professional purposes.

You agree that all access to the PPM Online Website and use of the PPM Online Documentation is strictly limited to the Permitted Users, and You shall not permit and shall ensure that the Permitted Users do not permit the access to the PPM Online Website by any persons or entities other than the Permitted Users.

The term of the License Agreement is one year and may be renewed annually on payment of the applicable subscription fees.

Your rights to use the PPM Online Documentation are only as specified in this Agreement. You will not otherwise copy the PPM Online Documentation.

PROHIBITED USES

You may not:

Use the PPM Online Documentation on a Wide Area Network (WAN) or in any way that allows users in different physical locations to access it.
Use or permit use of the PPM Online Documentation in any on-line system or database.
Copy or distribute copies of the PPM Online Documentation to others.
Modify in any way the PPM Online Documentation or merge it with any other product.
Translate or create derivative works based on the PPM Online Documentation.
Remove, obscure, or alter any notice of the patent, copyright, trade-mark or other property rights related to the PPM Online Documentation.
Sub-license, sell, lend, rent, or lease any portion of the PPM Online Documentation
Copy any portion of the PPM Online Documentation, except to make a backup copy, as described above under Permitted Uses.

The license and rights granted by this License Agreement are not a sale of the PPM Online Documentation or any copy thereof. All world-wide ownership of and all right, title and interest in and to the PPM Online Website and PPM Online Documentation and all portions and copies thereof including, without limitation, all copyrights, patent rights, trademark rights, trade secret rights, inventions and other proprietary rights therein and thereto, are and shall remain exclusively in CGA-Canada and its licensors. You agree to abide by all copyright laws applicable to the PPM Online Website and PPM Online Documentation.

LIMITED WARRANTY

YOUR ACCESS TO AND USE OF THE PPM ONLINE WEBSITE AND PPM ONLINE DOCUMENTATION, IS AT YOUR SOLE RISK AND ARE PROVIDED “AS IS”, “AS AVAILABLE”. CGA-CANADA DOES NOT WARRANT THAT THE PPM ONLINE WEBSITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS. CGA-CANADA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, STATUTORY NO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVES ANY AND ALL SUCH WARRANTIES OTHER THAN THE WARRANTIES HEREIN.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER PROVISION OF THIS OR ANY OTHER AGREEMENT, CGA-CANADA SHALL NOT BE LIABLE FOR (1) ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO INACCURACY OF ANY DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF PROFITS, DATA OR USE) ARISING OUT OF OR IN CONNECTION WITH ANY USE OR INABILITY TO USE THE PPM ONLINE WEBSITE OR PPM ONLINE DOCUMENTATION OR ANY CGA-CANADA SERVICES WHICH MAY BE PROVIDED, OR ANY CAUSE RELATED THERETO, EVEN IF CGA-CANADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (2) ANY AMOUNT IN EXCESS OF THE LESSER OF THE PRICE, FEE OR CHARGE THEREFOR RECEIVED BY CGA-CANADA FOR THE ACCESS TO THE PPM ONLINE DOCUMENTATION. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some or all of the above limitations may not apply to you. The foregoing limitation of warranty and liability inure to the benefit of CGA-Canada's licensors having an interest in the package.

Any written or oral information or advice given by CGA-Canada dealers, distributors, agents, or employees will in no way increase the scope of this warranty, nor may you rely on any such written or oral communication.

TERMINATION

CGA-Canada shall have the right to terminate this Agreement and the license granted herein immediately without further notice if you fail to comply with any provision of this Agreement or fail to pay in full the fees for the subscription to the PPM Online Website and PPM Online Documentation. CGA-Canada shall also have the right to terminate this Agreement and the license granted herein upon ten (10) days written notice if you i) terminate or suspend business; ii) become subject to any bankruptcy or insolvency proceeding; iii) become insolvent or becomes subject to control by a trustee, receiver or similar authority, or iv) has wound-up or liquidated, voluntarily or otherwise.

Upon termination you shall remove all copies of the PPM Online Documentation or any part thereof from your server or servers and any and all of your systems and storage devices and destroy the same. Upon CGA-Canada’s request, you shall deliver to CGA-Canada a certification in writing that all complete and partial copies of the PPM Online Documentation have been destroyed and that none remains in your possession or under your control and their use has been discontinued. The provisions of this License Agreement, other than the license grant contained in Section 2 hereof, shall survive termination.

ASSIGNMENT

You may not assign, sublicense or otherwise transfer this License Agreement or its obligations hereunder to anyone, including any parent, subsidiaries, affiliated entities, third parties, or users that are not Permitted Users hereunder, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization, without CGA-Canada’s prior written consent.

GENERAL

This License Agreement constitutes the entire agreement and supersedes any prior agreement between CGA-Canada and you concerning the PPM Online Website. CGA-Canada is not bound by any provision of a purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless CGA-Canada specifically agrees to the provision in writing. This License Agreement cannot be amended, modified, or waived, unless the change is written and signed by an authorized CGA-Canada representative.

This License Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, excluding their respective conflict of laws provisions. Any legal proceedings related to this Agreement shall be commenced in Ottawa, Ontario, Canada. The United Nations Convention of Contracts for the International Sale of Goods is specifically excluded.

No delay, failure or default in performance of any obligation of CGA-Canada hereunder shall constitute a breach of this License Agreement to the extent caused by causes beyond its control of the party, including: acts of governmental agency, war, insurrection, fire, flood, or other natural calamity, labour disputes, default by suppliers, or other similar causes.