This agreement is made as of
By and between From (LICENSEE) And EASY OPTOMETIRST (LICENSOR)
Whereas, LICENSEE desires to use Easy Optometrist Licensed Software; and Whereas, LICENSOR desires to grant to LICENSEE and LICENSEE desires to obtain from LICENSOR a nonexclusive license to use the Software and related Documentation solely in accordance with the terms and on the conditions set forth in this Agreement.
Now, therefore, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

LICENSE AGREEMENT FOR EASY OPTOMETRIST SOFTWARE Subsription and Disclaimer
If LICENSEE chooses to provide LICENSOR their email address or any other personally identifiable information, LICENSOR will use it only as it pertains to LICENSEE's subscription account.
If LICENSEE chooses to unsubscribe from EASY OPTOMETRIST, billing cycle will stop as of end of month.
COPYRIGHT
EASY OPTOMETRIST reserve all copyrights on our software, images, and information found in the EASY OPTOMETRIST software and it may not be copied in any form. Only information added by users in the daily regular use of the software can be extracted as a downloadable file as required. E-MAIL You may choose to communicate with us via e-mail. However, in case you do so, you should note that the security of internet e-mail is unreliable.
By sending confidential or sensitive e-mail messages which are unencrypted you accept the risks of such uncertainty and possible breach of confidentiality or privacy over the internet. NO WARRANTY NO LIABILITY In no way is Axxyr Systems Limited is liable to the user or any other party for any damages or loss of information. CHANGES We may make changes to this information at any time without prior notice.
1. DEFINITIONS
  A. "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Software which are furnished to LICENSEE by LICENSOR in connection with the Software.
  B. "License Fee" shall mean the amount of [payment].
  C. "Software" shall mean the computer programs in machine readable object code form EASY OPTOMETIRST Software and any subsequent error corrections or updates supplied to LICENSEE by LICENSOR pursuant to this Agreement. Software and Documentation may be amended from time to time.

2. LICENSE GRANT LICENSOR hereby grants to LICENSEE a nonexclusive, non-transferrable, limited license to access and use the Software for a period of [number] years commencing on the Effective Date of this Agreement (the License Term).
3. MODIFICATIONS
  A. Error Corrections and Updates. LICENSOR will provide LICENSEE with error corrections, bug fixes, patches, or other updates to the Software licensed to the extent available in accordance with LICENSOR's release schedule.
  B. Other Modifications. LICENSEE may, from time to time, request that LICENSOR incorporate certain features, enhancements, or modifications into the Software.
LICENSOR may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of LICENSOR's licensees.
  C. Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of LICENSOR.

4. COPIES Software may not be copied by LICENSEE in whole or in part under any circumstances for personal use or for other purposes.

5. LICENSE FEES AND PAYMENT A. License Fee. In consideration of the licenses granted herein, LICENSEE shall pay the License Fee (Except for the trial period) for the Software and Documentation upon receipt of invoice from LICENSOR.
All amounts payable hereunder by LICENSEE shall be payable in Canadian funds without deductions for taxes, assessments, fees, or charges of any kind. Checks shall be made payable to LICENSOR and shall be forwarded to the LICENSOR at the above address. B. Taxes and Other Charges. LICENSEE shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder.

6. OWNERSHIP AND PROTECTION OF SOFTWARE

  A. Proprietary Notices. LICENSEE agrees to respect and not to remove, obliterate, or cancel from view any copyright; trademark; confidentiality; or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.
  B. No Reverse Engineering. LICENSEE agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof. This describes the customer's responsibility to pay for any license fees and taxes and specifies how they are to be paid.
  C. Ownership. The Website and all intellectual property rights embodied therein, including but not limited to copyrights, trademarks, trade secrets, patents, and proprietary technology, are and shall remain the sole and exclusive property of Licensor. LICENSEE further acknowledges that all copies of the Software in any form are the sole property of LICENSOR. LICENSEE shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of LICENSOR's proprietary rights therein.

7. CONFIDENTIALITY

  A. Acknowledgement. LICENSEE hereby acknowledges and agrees the Software and Documentation constitute and contain valuable proprietary products and trade secrets of LICENSOR and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, LICENSEE agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
  B. Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to
    (1) have been known publicly;
    (2) have been known generally in the industry before communication by the disclosing party to the recipient;
    (3) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party;
    (4) have been known otherwise by the recipient before communication by the disclosing party; or
    (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
  C. Injunctive Relief. LICENSEE acknowledges that the unauthorized use, transfer, or disclosure of the Software and Documentation or copies thereof will
    (1) substantially diminish the value to LICENSOR of the trade secrets and other proprietary interests that are the subject of this Agreement;
    (2) render LICENSOR's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and
    (3) cause irreparable injury in a short period of time. If LICENSEE breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, LICENSOR shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
  D. Survival. LICENSEE's obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.

8. WARRANTIES, SUPERIOR RIGHTS

  A. Licensor represents and warrants that it has the right to grant the license granted herein. THE WEBSITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE, INCLUDING WITHOUT LIMITATION THE SOFTWARE LICENSED TO THE LICENSEE AND THE RESULTS OBTAINED THROUGH THE WEBSITE. SPECIFICALLY, LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
    (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND
    (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  B. Limitations. Proper functioning of the Software shall be contingent on LICENSEE's use of the Software in accordance with this Agreement and in accordance with LICENSOR's instructions as provided by LICENSOR in the Documentation, as such instructions may be amended, supplemented, or modified by LICENSOR from time to time. LICENSOR shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge, or extreme electromagnetic field.
  C. LICENSEE's Sole Remedy. LICENSOR's entire liability and LICENSEE's exclusive remedy shall be, at LICENSOR's option, either
    (1) return of the price paid; or
    (2) repair the Software; provided LICENSOR receives written notice from LICENSEE during the warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
  D. Disclaimer of Warranties. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF LICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF LICENSOR AS SET FORTH HEREIN.
  E. Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR INABILITY TO USE THE WEBSITE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, LOSS OF USE, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF. Any provision herein to the contrary notwithstanding, the maximum liability of LICENSOR to any person, firm, or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to LICENSEE hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to LICENSOR by LICENSEE for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of LICENSOR arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services rendered hereunder and that, were LICENSOR to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

9. INDEMNIFICATION A. LICENSEE shall indemnify and hold harmless LICENSOR, its officers, agents, and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of LICENSEE's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by LICENSEE, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or representatives.

10. TERMINATION This Agreement may be terminated by either party upon Thirty (30) day written notice to the other party if the other party breaches any material term or condition of this Agreement. Upon termination, Licensee shall immediately cease all use of the Website.

11. POST TERMINATION RIGHTS A. Upon the expiration or termination of this Agreement, all rights granted to LICENSEE under this Agreement shall forthwith terminate and immediately revert to LICENSOR, and LICENSEE shall discontinue all use of the Property and the like. B. After expiration or termination of this agreement, the above clauses 6, 7 and 8 shall hold over indefinitely.

12. INFRINGEMENTS

  A. Any lawsuit shall be prosecuted solely at the expense of the party bringing suit and all sums recovered shall be retained by the party commencing such action.
  B. The parties agree to fully cooperate with the other party in the prosecution of any such suit.

13. INDEMNITY

  A. LICENSEE agrees to defend, indemnify, and hold LICENSOR, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSOR.
  B. LICENSOR agrees to defend, indemnify and hold LICENSEE, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSEE based on a breach by LICENSOR of any representation and warranty made in this Agreement.

14. INSURANCE LICENSEE shall, throughout the Term of the Agreement, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in Canada with a Good Rating, standard Product Liability Insurance naming LICENSOR, its officers, directors, employees, agents, and shareholders as an additional insured. Such policy shall provide protection against all claims, demands and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Licensed Product or any material used in connection therewith or any use thereof. The amount of coverage shall be as reasonably required by LICENSOR.

15. FORCE MAJEURE Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, nor inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

16. NOTICES A. Any notice required to be given pursuant to this Agreement shall be in writing through electronic means such as email. B. Either party may change the email address to which notice is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

17. JURISDICTION AND DISPUTES

  A. This Agreement shall be governed by the laws of Province of Ontario, Canada.
  B. All disputes hereunder shall be resolved in Ontario, Canada courts. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

18. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns.

19. WAIVER No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

20. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

21. ASSIGNABILITY The license granted hereunder is personal to LICENSEE and may not be assigned by any act of LICENSEE or by operation of law unless in connection with a transfer of substantially all the assets of LICENSEE or with the consent of LICENSOR.

22. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the LICENSOR. This Agreement shall take precedence over any other documents that may be in conflict therewith.