IMPORTANT: THIS IS A LEGALLY BINDING CONTRACT WHICH APPLIES IF YOU USE ANY PRODUCTS OR SERVICES MADE AVAILABLE
AT THIS WEBSITE. PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT CAREFULLY.
1. DEFINITIONS
In this Agreement the following definitions apply:
(a)
"Product" means collectively products or services made available at this website, including but without
limitation the workplace health systems of CWS and all associated software, components, media, and other
materials, whether audiovisual, print or in any other media or format.
(b)
"CWS" means Creative Wellness Solutions Inc.
(c)
"Licensee", or "you" means the person or entity entering into this Licence Agreement for use of the
Product.
(d)
"Permitted Locations" means those locations where CWS has authorized you to use the Product.
(e)
"Web Access Period" means the period for which CWS has authorized you to obtain access to this website
to obtain the Product.
Other terms may be defined within this Agreement.
2. ADDITIONAL TERMS AS PREVIOUSLY AGREED
You acknowledge that prior to obtaining access to the Product pursuant to this Agreement, you have entered into
an agreement with CWS defining the identity of the Licensee, the scope of the Product which may be obtained by
you, the Permitted Locations where the Product may be used by you and the Web Access Period. If prior to
obtaining Product from this website CWS and you have not agreed on such terms then the Permitted Locations shall
be solely your head office, the Web Access Period shall not exceed six months from the date you enter into this
Licence Agreement and the Product to be made available by CWS shall be such Product as determined by CWS from
time to time.
3. NON-EXCLUSIVE LICENCE/PERMITTED USES
CWS hereby grants you the non-exclusive license to use the Product strictly in association with your business at
the Permitted Locations. All other rights are strictly reserved to CWS. You may only obtain the Product from
the website during the Web Access Period, as described above. You may not modify the Product in any way without
the prior written permission of CWS. You acknowledge that CWS owns all intellectual property, including but not
limited to copyright and trademark, in the Product in Canada and all other territories. You shall not alter any
trademark or other intellectual property markings on the Product. You shall not use the Product in any manner
which may be disparaging to CWS, its affiliates or personnel. Any publication, reproduction, modification or
other uses of the Product contrary to the terms of this Agreement shall constitute a default of this Agreement
by you and shall entitle CWS to terminate this Agreement and to obtain all remedies available at law.
4. DISCLAIMER OF WARRANTIES
You agree that there are no warranties provided in relation to the Product, express or implied, including but
not limited to, warranties in respect of results of use of the Product, or fitness for a particular purpose.
5. LIMITATION OF LIABILITY
ALL USE OF THE PRODUCT IS AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES SHALL CWS, ITS SHAREHOLDERS, PERSONNEL OR
AFFILIATES, BE LIABLE FOR ANY CLAIMS FOR DAMAGES, WHETHER DIRECT, INDIRECT, PUNITIVE, EXEMPLARY OR OTHERWISE,
ARISING OUT OF ANY CAUSE OF ACTION OR TYPE OF CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT,
NEGLIGENCE, BODILY INJURY, PROPERTY DAMAGE OR FOR LEGAL COSTS, IN EXCESS OF THE SUM OF ALL PAYMENTS MADE BY YOU
TO CWS IN RELATION TO THE PRODUCT. YOU UNDERSTAND THAT THIS IS A REASONABLE ALLOCATION OF RISK IN LIGHT OF THE
CONSIDERATION YOU HAVE PROVIDED IN EXCHANGE FOR THE OPPORTUNITY TO USE THE PRODUCT.
6. NO MEDICAL ADVICE PROVIDED
YOU UNDERSTAND AND AGREE THAT CWS IS PROVIDING NO MEDICAL OR SIMILAR ADVICE OF ANY FORM WHATSOEVER, WHICH SHALL
BE ENTIRELY YOUR RESPONSIBILITY AND THOSE OR YOUR PERSONNEL AND EMPLOYEES.
7. TERMINATION
If you commit any breach of this Agreement, CWS shall have the right to immediately terminate this Agreement and
all of your rights to use the Product. Upon any such termination, you shall immediately cease all use of the
Product and shall either return all copies of the Product to CWS or destroy all such copies, as requested by
CWS. Any such termination shall not limit other remedies available to CWS in accordance with law or under this
Agreement.
8. NO SUBLICENSE OR ASSIGNMENT
You are not permitted to sublicense or assign or otherwise transfer any of the rights granted to you in respect
of the Product to any other person or entity, without the prior written consent of CWS. Any purported
sublicense, assignment or transfer shall be a default of this Agreement by you, which shall entitle CWS to
immediately terminate this Agreement.
9. REMEDIES OF CWS
In addition to any other remedies available to CWS in accordance with law or this Agreement, in the event that
you reproduce, publish, use or otherwise exploit the Product in any manner not explicitly permitted by this
Agreement, you understand that you will cause irreparable harm to CWS which cannot be fully compensated in
damages. In any such situation, CWS shall have the right to obtain an injunction stopping all such activity.
10. LAW AND DISPUTE RESOLUTION
This Agreement shall be governed solely by the laws of Nova Scotia and the laws of Canada applicable in Nova
Scotia, and any disputes under this Agreement shall be subject exclusively to the courts of Nova Scotia, sitting
at Halifax, Nova Scotia.
11. GENERAL MATTERS
If any of the provisions of this agreement are held to be invalid or unenforceable, such a finding shall not
affect the remaining portions of this Agreement. No waiver of any part of this Agreement shall be valid unless
agreed to in writing. Paragraph headings shall not affect the interpretation of this Agreement.