END USER LICENSE AGREEMENT FOR ATB FINANCIAL® EFT EDITOR ("PRODUCT")
NOTICE: PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR OTHERWISE USE THE PRODUCT.
In this EULA, "you" means the natural person or the entity that is agreeing to be bound by this EULA. "ATB Financial" means Alberta Treasury Branches.
If you are downloading, installing, accessing or otherwise using the Product in the course of your employment or a contract of service, you represent and warrant that you have been given explicit permission by your employer or client to download, install, access and/or otherwise use the Product and that you have the authority to bind your employer or client.
1. General. The Product is licensed, not sold, to you by ATB Financial for use only under the terms of this EULA. ATB Financial reserves all rights not expressly granted to you, including title and ownership of copyright and other intellectual property rights in and to the Product and any copies thereof.
2. Permitted License Uses and Restrictions
(a) This EULA allows you to download, install and use one copy of the Product on a single computer owned or authorized for use by you. You may not install the Product on any computer you do not own or on any computer in respect of which you have not been given the authority to install the Product.
(b) You may not copy the Product, in whole or in part, except that you may make a reasonable number of machine-readable copies of the Product for backup or archival purposes only. You may not remove any titles, trademarks, copyright notices or other proprietary markings or notices on the original version of the Product or on any copies thereof.
(c) Except as and only to the extent expressly permitted in this EULA and by applicable law, you may not (i) copy, decompile, reverse engineer, disassemble, modify or create derivative works of the Product, in whole or in part, or (ii) sell, rent, lease, lend, redistribute, sublicense or transfer the Product, in whole or in part, to a third party.
3. Termination. This EULA is effective until terminated. Your rights hereunder will terminate automatically without notice from ATB Financial if you fail to comply with any term(s) of this EULA. Upon termination of this EULA, you shall immediately cease all use of the Product and destroy all copies (full or partial) of the Product.
4. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. ATB FINANCIAL HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, QUALITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ATB DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, BE FREE FROM VIRUSES, BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR THAT YOUR ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR THAT ANY DEFECTS IN THE PRODUCT WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ATB FINANCIAL IS UNDER NO OBLIGATION TO SUPPORT OR MAINTAIN THE PRODUCT.
5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ATB FINANCIAL, ITS SUBSIDIARIES, AFFILIATES, NOR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PRODUCT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY TYPE, WHETHER DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR DOWNLOADING OF, INSTALLATION OF, ACCESS TO, USE OF, OR INABILITY TO USE, THE PRODUCT, HOWSOEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE). ATB FINANCIAL?S LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, IF ANY, PAID BY YOU FOR THE PRODUCT LICENSED TO YOU UNDER THIS EULA. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER ATB FINANCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6. Compliance with Laws. You agree to comply with all applicable laws governing your use of the Product. Notwithstanding anything else in this EULA, you may not export the Product except as authorized by Canadian law.
7. Assignment. You may not assign this EULA, in whole or in part, or any right or interest hereunder, by operation of law or otherwise, without the prior written consent of ATB Financial. Any attempt to assign this EULA without such consent will be null and of no effect. Notwithstanding the foregoing, you may assign this EULA in its entirety to: (i) your affiliate, provided that the Product is transferred to such affiliate, you not retain any copy of the Product and you cease all use of the Product; and (ii) in connection with your merger, reorganization, transfer, sale of assets, or change of control. Subject to the foregoing, this EULA will bind and inure to the benefit of each party's successors and permitted assigns.
8. Governing Law; Severability. This EULA will be governed by, construed and interpreted in accordance with the laws of the Alberta Canada, without giving effect to principles of conflicts of law. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties submit to the non-exclusive jurisdiction of the courts of the Province of Alberta, Canada. If for any reason a court of competent jurisdiction finds any provision herein or portion thereof to be unenforceable, the remainder of this EULA shall continue in full force and effect.
9. Entire Agreement; Modification; Waiver. This EULA constitutes the entire agreement between you and ATB Financial with respect to your downloading of, installation of, access to and use of the Product. No amendment or modification of this EULA will be binding unless in writing and signed by both parties. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights.
END OF EULA