Terms of Use - User Software License Agreement

THIS IS A LICENSE AGREEMENT ("AGREEMENT") BETWEEN UIM INTERNET SOLUTIONS INC., ("UIM") AND THE INDIVIDUAL USER ("USER"). THIS AGREEMENT PROVIDES THE USER THE RIGHT TO USE THE OWL SCHEDULING DATABASE (THE "DATABASE"), ALSO KNOWN AS "OWL", AND OTHER CONTENT AND UPDATES THERETO MADE AVAILABLE BY OWL (COLLECTIVELY, THE "CONTENT"), AS WELL AS WEB-BASED OR MACHINE EXECUTABLE, NAVIGATIONAL SOFTWARE AND RELATED DOCUMENTATION AND UPDATES THERETO MADE AVAILABLE BY OWL. THE CONTENT AND SOFTWARE ARE REFERRED TO COLLECTIVELY AS THE "OWL INFORMATION." LICENSOR IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE (THE "LICENSE") TO USE THE OWL INFORMATION ACCORDING TO THIS AGREEMENT, ONLY ON THE CONDITION THAT USER ACCEPTS ALL TERMS IN THIS AGREEMENT.

IF USER DOES NOT AGREE TO ANY OF THE TERMS BELOW, UIM IS UNWILLING TO LICENSE THE OWL INFORMATION TO USER.

LICENSE. UIM grants User a non-exclusive, non-transferable license to (a) register, access and use the OWL Scheduling Database via the Internet; and (b) solely to access the Content on the OWL website, except as authorized on a case-by-case basis.
RESTRICTIONS. User may not use, copy, modify, or transfer the OWL INFORMATION, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. User may not reverse engineer, disassemble, recompile, or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing. Any attempt to transfer any of the rights, duties or obligations hereunder is void. User may not rent, lease, loan, resell for profit, or distribute the OWL INFORMATION, Software or any part thereof.
OWNERSHIP. The OWL System is the property of UIM Internet Solutions Inc. or its licensor(s) and is protected by copyright and other intellectual property laws. The OWL Scheduler is licensed, not sold to User for use only under the terms of this Agreement, and OWL reserves all rights not expressly granted to User.
TERM; TERMINATION. This agreement shall terminate immediately without notice to User if User breaches any term or condition of this Agreement. UIM reserves the right to terminate this Agreement, or any of its services and/or product offerings at any time and for any reason upon 90 days written notice to the User. Upon termination, the license granted herein shall immediately cease, and User shall terminate all access to the OWL Scheduler.
THIRD-PARTY SOURCES. UIM acknowledges that the OWL database may incorporate portions of MySQL Server version 5.5, an Oracle product that provides database structuring and customisation. Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners. The Internet connectivity and browsing functionality for the site are the User's responsibility and subject to User obtaining an Internet connection through any third party provider as well as obtaining a licensed copy of:

Recommended Browsers
Firefox 39.x or above
Internet Explorer 11.x or above
Google Chrome 44.x or above (under verification)
Safari 8.x or above (under verification)
DATABASE MAINTAINED BY UIM.
1. User acknowledges and agrees that (a) UIM may, from time to time, elect to update various parts of the Database or the user interface, but UIM does not warrant or guarantee that any aspects of the Software will be updated at any time during the term of this Agreement;
2. UIM does not assume, and expressly disclaims, any obligation to obtain and include any information in the Database;
3. UIM is not advocating the use of any product advertised in the Database (or elsewhere), nor is UIM responsible for misuse of a product due to typographical or other errors in the database, User negligence or otherwise;
4. User agrees to guarantee to seek additional source of information pertinent to his/her schedule in case of OWL malfunction for any reason; and
5. User acknowledges the possibility of human error or various Internet or Software failures. In such circumstances User should confirm information in the Database/Scheduler through independent sources. User agrees and acknowledges that User is at all times personally responsible and accountable for attending scheduled shifts or other duties;
WARRANTIES; DISCLAIMER.
1. Software Warranty. UIM does not warrant that User's use of the Software will be error-free or uninterrupted. UIM will, at its own expense and as its sole obligation and User's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Software reported to UIM by User in writing during the term of this Agreement.
2. Disclaimer. Because Internet based applications have limitations and susceptibility to temporary interruptions of services, UIM recommends that User frequently copies or backs up information stored in the OWL system. The OWL INFORMATION is provided to user "As Is." Except as specifically set out in this Agreement or the Service Agreement, UIM and its affiliates, agents and licensors cannot and do not warrant the accuracy, completeness or currency of the OWL INFORMATION provided hereunder; and expressly disclaim all warranties and conditions, express, implied or statutory, including without limitation the implied warranties or conditions of merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY. Neither UIM nor its affiliates, agents or licensors shall be liable under any claim, demand or action arising out of or relating to User's use of the OWL INFORMATION/ Scheduler, nor UIM's performance of (or failure to perform) any obligation under this Agreement, nor for direct, special, incidental or consequential damages, including, without limitation, damages due to lost profits or business interruption, or other damages caused by the inability to use the OWL INFORMATION/Scheduler, even if UIM, its affiliates, agents or licensors have been advised of the possibility of such loss or damages and whether or not such loss or damages is/are foreseeable, except for direct damages arising from its breach of this agreement or negligence.
PRIVACY. UIM's privacy policy is attached and follows this Agreement.
WAIVER. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
ASSIGNMENT. Neither this Agreement nor any rights or obligations of User hereunder may be assigned by User in whole or in part without the prior written approval of UIM. Any assignment in derogation of the foregoing shall be null and void.
SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between UIM and User which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada.
This agreement shall enure to the benefit of and be binding on the parties hereto and their respective heirs, legal personal representatives, successors and assigns.

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