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The Certified General Accountants Association of Canada (“CGA-Canada”) Public Practice Manual (“PPM Online”) is a © copyright CGA-Canada 2008. Use of the PPM Online is 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 THIS PRODUCT MEANS THAT “YOU” ARE AUTHORIZED TO ACCEPT THIS 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 AGREEMENT, YOU MUST NOT INSTALL OR USE THE PRODUCT.

Permitted Uses

CGA-Canada grants you a non-exclusive, non-transferable site license to use PPM Online, including all software and information stored on the site or CD Rom and any related documentation included with the subscription (together referred to as the “Licensed Product”) for your internal business and professional purposes only subject to the terms set forth below. You may only run the Product concurrently on the number of networked workstations specified in the original invoice for your site, at your site. The Product may be installed and/or accessed and used at one physical location only.

The term of the license is one year and may be renewed annually on payment of applicable fees. You will receive updates of the Product during the period in which your license has been renewed. You are licensed to use only the most up-to-date version of the Product made available by CGA-Canada.

Your rights to use the Product are only as specified in this Agreement. You will not copy the Product except (i) as necessary to read the Product from the media into the memory of a computer solely for the purpose of executing it on a single machine (whether a stand-alone computer or a workstation of a multi-terminal system) or (ii) to create an archival copy, which automatically becomes the property of CGA-Canada, and which is subject to this Agreement.

Prohibited Uses

You may not:

Use the Product 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 Product in any online system or database.
Copy or distribute copies of the Product to others.
Modify the Product or merge it with any other product.
Reverse assemble, disassemble, decompile, or make any attempt to discover the source code to the Product.
Translate or create derivative works based on the Product.
Remove, obscure, or alter any notice of the patent, copyright, or other property rights related to the Product.
Sub-license, sell, lend, rent, or lease any portion of the Product.
Copy any portion of the Product, except to make a backup copy, as described above under Permitted Uses.

The license and rights granted by this Agreement are not a sale of the Product or any copy thereof. All world-wide ownership of and all right, title and interest in and to the Product 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 Product.

Limited Warranty

CGA-Canada warrants that, upon delivery by CGA-Canada, the Product will be free from defects in materials and workmanship, under normal use, and that the Product will substantially conform to any specifications established by CGA-Canada for a period of 90 days from purchase.

Your sole and exclusive remedy, and CGA-Canada’s sole and exclusive obligation and liability, with respect to any breach of the express warranties set forth in this Section 4 shall be: (a) in the case of media defect, to provide non-defective replacement media containing the Product, or (b) in case of the other express warranty in this Section 4, to use commercially reasonable efforts to correct such material non-conformance or, if such correction is not reasonably feasible, in CGA-Canada’s opinion, to refund any pre-paid Product license fee upon return of the Product. The limited warranty and the remedy provided for in this Section 4 are void if failure of the Product has resulted from accident, abuse, or misapplication by you.

CGA-CANADA DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION. THE PRODUCT IS LICENSED “AS IS” AND CGA-CANADA HEREBY SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, 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 LICENSEE HEREBY EXPRESSLY WAIVES ANY AND ALL SUCH WARRANTIES OTHER THAN THE WARRANTIES HEREIN.

Limit 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 PRODUCT 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 THEREFORE RECEIVED BY CGA-CANADA FOR THE PRODUCT. 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 Product. 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 become subject to control by a trustee, receiver or similar authority, or iv) have wound-up or liquidated, voluntarily or otherwise.

Upon termination you shall remove all copies of the Product 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 Product have been destroyed and that none remains in your possession or under your control and their use has been discontinued. The provisions of this Agreement, other than the license grant contained in Section 1 hereof, shall survive termination.

Assignment

You may not assign, sublicense or otherwise transfer this Agreement or its obligations hereunder to anyone, including any parent, subsidiaries, affiliated entities or third parties, 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 Agreement constitutes the entire agreement and supersedes any prior agreement between CGA-Canada and you concerning the Product. 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 Agreement cannot be amended, modified, or waived, unless the change is written and signed by an authorized CGA-Canada representative.

This 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 Agreement to the extent caused by causes beyond CGA Canada’s control, including: acts of governmental agency, war, insurrection, fire, flood, or other natural calamity, labour disputes, default by suppliers, or other similar causes.

CGA-Canada reserves the right at any time not to release or discontinue release of the Product and updates or versions thereof and, in any such updates or revisions, to alter features, specifications, capabilities, functions, availability or other characteristics of the Product.