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EULA

End User License Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY PRIOR TO SIGNING UP AS A SUBSCRIBER FOR THE PARETO SYSTEMS ONLINE SERVICE PARETOPLATFORM (THE "SERVICE"). BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED BELOW AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE SERVICE. THESE TERMS AND CONDITIONS GOVERN YOUR AGREEMENT WITH 418718 CANADA INC., CARRYING ON BUSINESS AS PARETO SYSTEMS, A CORPORATION INCORPORATED UNDER THE LAWS OF CANADA AND HAVING ITS PRINCIPAL PLACE OF BUSINESS AT SUITE 101-1593 SUTHERLAND AVE, KELOWNA, BC, CANADA, V1Y 5Y7 ("PARETO SYSTEMS") WITH RESPECT TO YOUR USE OF THE SERVICE.

THIS WEBSITE (THE "SITE") PROVIDES INFORMATION REGARDING PARETO SYSTEMS AND THE SERVICE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE SITE IS OPEN TO VISITORS. PLEASE NOTE HOWEVER THAT ACCESS TO AND USE OF CERTAIN AREAS OF THE SITE, INCLUDING USE OF THE SERVICE, REQUIRE YOU TO REGISTER AS A SUBSCRIBER AS SET OUT HEREIN.

YOU REPRESENT AND WARRANT THAT YOU WILL ONLY BE USING THE SERVICE FOR BUSINESS PURPOSES AND THAT YOU HAVE ATTAINED THE AGE OF MAJORITY FOR THE JURISDICTION IN WHICH YOU RESIDE OR THAT YOU ARE AT LEAST 19 YEARS OLD, WHICHEVER IS GREATER ("AGE OF MAJORITY"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER EQUALLY TO SUCH ENTITY.

IF YOU: (I) WILL NOT BE USING THE SERVICE FOR BUSINESS PURPOSES ONLY; (II) HAVE NOT ATTAINED THE AGE OF MAJORITY FOR THE JURISDICTION IN WHICH YOU RESIDE; (III) DO NOT HAVE THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT; OR (IV) DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK THE "I ACCEPT" BUTTON AND YOU ARE PROHIBITED FROM USING THE SITE OR THE SERVICE.

PARETO SYSTEMS HAS NO OBLIGATION TO PROVIDE THE SERVICE TO YOU. YOU MAY NOT USE THE SERVICE OR THE SITE IF YOU HAVE BEEN SUSPENDED FROM DOING SO BY PARETO SYSTEMS.

As part of the Service, Pareto Systems will provide you with use of this Service in accordance with the terms and conditions of this Agreement. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement as well as any materials that are available on the Site or incorporated by reference herein, including but not limited to Pareto Systems? privacy and security policies. These terms and conditions may be changed by Pareto Systems from time to time and this page will be updated accordingly. Your continued use of this Site and/or the Service constitutes acceptance of such amended terms and conditions so we strongly encourage you to periodically re-visit this page to review the then-current terms governing your use of this Site and the Service. These terms and conditions were last updated on: March 10, 2011.

For reference, a "Definitions" section is included at the end of this Agreement. All capitalized terms used and not otherwise defined have the meaning set out in the "Definitions" section at the end of this Agreement.

  1. PRIVACY & SECURITY

    Pareto Systems respects your personal privacy. In order to provide the Service to you, we must collect, use and disclose certain portions of your personal information ("Personal Information"). Except as authorized or required by law, we will not collect, use or disclose your Personal Information without your consent. The purposes for which we intend to collect, use and disclose your Personal Information are set out in detail in our Privacy Policy. Pareto Systems reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Pareto Systems occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service.

  2. LICENSE GRANT & RESTRICTIONS

    Subject to the terms and conditions of this Agreement, Pareto Systems hereby grants you a nonexclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, and only for the number of Users who are authorized to do so. You must immediately stop using the Service upon the termination of this Agreement for any reason. All rights not expressly granted to you are reserved by Pareto Systems and its licensors.You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site, the Service or the Content in any way. Except as expressly permitted by applicable law, you shall not: (i) copy, modify, adapt, translate, transmit, publish, display, make derivative works based upon, or use on any other website, the Site, the Service or the Content; (ii) create Internet "links" to the Service or "frame" or "mirror" any of the Content on any other web site, web server or wireless or Internet-based device; (iii) decompile, disassemble or otherwise reverse engineer the Service; or (iv) use or access the Site or Service for any purpose other than as expressly authorized herein. The foregoing prohibitions expressly include, but are not limited to, the practice of screen scraping, database scraping or any such practice or activity; the purpose of which is to obtain data or potions thereof, portions of databases from the Service, in any manner or any quantities not expressly authorized hereunder. User licenses cannot be shared or used by more than one individual User but may be reassigned to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

  3. SERVICE AND SUPPORT

    Pareto Systems provides unlimited technical support to all principal subscribers and all registered users of the Pareto Platform. As part of these technical support services, you may call our support line and we will work to resolve any technical issues, as well as discuss briefly with you the business development and practice management ideas and concepts found in the Pareto Platform under the Virtual Coaching section.Data services are made available to all subscribers and registered users during implementation for the sole purpose of importing data from a previous database or CRM. Following implementation, further data services are available for an additional fee. All requests for customized content and application development may be subject to an additional charge if it is determined that the assessed request will require dedicated resources.The hours of service are from 6:00AM PST/PDT to 5:00PM PST/PDT, Monday through Friday, with the exception of US market holidays.

  4. YOUR RESPONSIBILITIES

    You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Site and Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Pareto Systems immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Pareto Systems immediately and use reasonable efforts to stop any modification or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Pareto Systems user or provide false identity information to gain access to or use the Site or Service.

  5. ACCOUNT INFORMATION AND DATA

    Pareto Systems does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Pareto Systems, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Pareto Systems shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You hereby grant to Pareto Systems a transferable world-wide, perpetual, irrevocable, royalty-free, non-exclusive license, to reproduce, distribute, publish, transmit, adapt and display any Customer Data provided by you (in whole or in part) in connection with the Service.In the event this Agreement is terminated (other than by reason of your breach), Pareto Systems will make available to you a file of the Customer Data within 30 days of termination upon request at the time of termination. Pareto Systems removes and discards all Customer Data after 30 days following any breach including, without limitation, your non-payment.Upon termination for cause, your right to access or use Customer Data immediately ceases, and Pareto Systems shall have no obligation to maintain or forward any Customer Data. You will not: (a) transmit, upload, post or otherwise make available any information or materials that (i) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (ii) is protected by copyright, trade-mark or other proprietary right without the express permission of the owner of the copyright, trade-mark or other proprietary right; (iii) is libelous, slanderous, defamatory, harassing, threatening or is otherwise injurious to a third parties; (iv) is hateful, bigoted or racially offensive; or (v) is vulgar, obscene, discourteous, indecent or pornographic; (b) interfere with other users? use of the Site or the Service; or (c) post, upload or transmit materials that contain a virus, disabling devices or other code that manifests contaminating or destructive properties.

  6. INTELLECTUAL PROPERTY OWNERSHIP

    Pareto Systems alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Site, the Pareto Systems Technology, the Content and the Service. This Agreement provides you with a limited right to use the Service and does not constitute a sale nor does it convey to you any rights of ownership in or related to the Site, the Service, the Pareto Systems Technology or the intellectual property rights owned by Pareto Systems. The Pareto Systems name, the Pareto Systems logo, and the product names associated with the Site and Service are trade-marks of Pareto Systems or third parties, and no right or license is granted to you to use them.Any unauthorized use of the Site, Service or the trade-marks, trade names, copyright or other intellectual property rights of Pareto Systems or its licensors is strictly prohibited, and Pareto Systems reserves the right to take such steps as its deems necessary, including without limitation taking legal action and automatically terminating your membership, to enforce such rights.

  7. THIRD PARTY INTERACTIONS AND LINKS

    During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activities are solely between you and the applicable third party.Pareto Systems and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. The Service may contain hypertext links to other web sites of third parties. Such hypertext links should not be construed as our express or implied endorsement of any linked web site or an affiliation with their owners or operators. Pareto Systems cannot and does not warrant the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for a particular purpose of any information, data, or services available through these web sites, and disclaims any opinions expressed on such web sites. Pareto Systems provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

  8. SUBSCRIPTION, CHARGES AND PAYMENT OF FEES

    In order to sign up you must be the age of majority in the jurisdiction in which you reside, a resident of the United States of America or Canada with a valid American or Canadian address, and hold a valid Visa, MasterCard or American Express..You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation except for the warranties or representations specifically set forth in this document.As a subscriber, you shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms set out at www.paretoplatform.com. The initial charges and ongoing subscription fee will be as set out at www.paretoplatform.com. Payments may be made annually or monthly, as selected when you register as a subscriber. You are responsible for paying for all Users, whether or not such Users are actively using the System. You must provide Pareto Systems with valid credit card or approved purchase order information as a condition to signing up for the Service. Pareto Systems reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 90 days prior notice to you, which notice may be provided by e-mail.

  9. BILLING AND RENEWAL

    Pareto Systems charges and collects in advance for use of the Service. Pareto Systems will automatically renew and bill your credit card every month or issue an invoice to you each year on the subsequent anniversary for annual services. The renewal charge will be equal to the amount as described on www.paretoplatform.com in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. Pareto Systems' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Pareto Systems' income. You agree to provide Pareto Systems with complete and accurate billing and contact information when you register as a subscriber. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and the Administrator. You agree to update this information within 30 days of any change to it by updating your subscriber information in your Pareto Platform. If the contact information you have provided is false or fraudulent, Pareto Systems reserves the right to terminate your access to the Service in addition to any other legal remedies.

  10. TERMINATION OF AGREEMENT

    You may terminate your Subscription at any time during its Term, however, you must pay all amounts due and owing before the termination is effective:

    • One Month Subscription. A Subscription with a one month Term may be terminated with three (3) business days notice prior to the next billing date without any additional fee.
    • One Year Subscription. A Subscription with a one year Term may be terminated at any time, however, you will be required to pay for the remainder of the one year Term.

    No refunds or partial refunds will be provided for the termination of Subscriptions with a one month Term.

  11. NON-PAYMENT AND SUSPENSION

    In addition to any other rights granted to Pareto Systems herein, Pareto Systems reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month (18% per annum) on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Pareto Systems initiates termination of this Agreement, you will be obligated to pay, as liquidated damages, and not as a penalty, the balance due on your account for the remainder of the term, computed in accordance with the Charges and Payment of Fees section above. You agree that Pareto Systems may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.You agree and acknowledge that Pareto Systems has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent. The subscriber does have the right to request any export of any data at any time prior to the 30 days.

  12. TERMINATION UPON EXPIRATION/REDUCTION IN NUMBER OF USERS

    This Agreement commences on the Effective Date. The Initial Term will be as you elect during the initial subscription process, commencing on the date you begin to use the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Pareto Systems' then current fees. In the event this Agreement is terminated (other than by reason of your breach), Pareto Systems will make available to you a file of the Customer Data within 30 days of termination provided that you so request at the time of termination. You agree and acknowledge that Pareto Systems has no other obligation to retain the Customer Data, and may delete such Customer Data at any time after 30 days have elapsed following termination of this Agreement for any reason.

  13. TERMINATION FOR CAUSE

    Any breach of your payment obligations or unauthorized use of the Service, the Site, Pareto Systems' Technology Service, or Content will be deemed a material breach of this Agreement. Pareto Systems, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Pareto Systems may terminate a free account at any time in its sole discretion. You agree and acknowledge that Pareto Systems has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.Pareto Systems may elect to terminate this Agreement at any time by providing you with at least 30 days? notice of its intent to terminate. If Pareto Systems elects to terminate this Agreement without cause, Pareto Systems will refund to you, on a pro rata basis, any fees for your use of the Service that you have prepaid beyond the period of notice provided.

  14. REPRESENTATIONS & WARRANTIES

    Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

  15. INDEMNIFICATION

    You shall indemnify and hold Pareto Systems, its licensors and their respective subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all threatened or actual claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with your use of the Service.

  16. DISCLAIMER OF WARRANTIES

    THE SITE, THE SERVICE, PARETO SYSTEMS' TECHNOLOGY AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR OTHER CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PARETO SYSTEMS AND ITS LICENSORS. USE OF THE SITE, SERVICE, PARETO SYSTEMS TECHNOLOGY AND ALL CONTENT IS AT YOUR OWN RISK.NEITHER PARETO SYSTEMS NOR ITS LICENSORS MAKES ANY REPRESENTATION OR WARRANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, SERVICE OR ANY CONTENT. FURTHER, PARETO SYSTEMS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SITE, SERVICE, PARETO SYSTEMS TECHNOLOGY OR ANY CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SITE, SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.YOU USE THE SITE AND THE SERVICE AT YOUR OWN RISK AND YOU SHOULD NOT RELY ON THE SITE OR THE SERVICE IN SITUATIONS WHERE THAT RELIANCE MIGHT RESULT IN LOSS OR DAMAGE TO PERSONS OR PROPERTY.

  17. DELAYS AND LATENCY

    PARETO SYSTEMS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PARETO SYSTEMS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

  18. LIMITATION OF LIABILITY

    IN NO EVENT SHALL PARETO SYSTEMS AND ITS LICENSORS? AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICE, THE PARETO SYSTEMS TECHNOLOGY OR THE CONTENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE OR LOSS OF OTHER ECONOMIC ADVANTAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SITE, THE SERVICE, THE PARETO SYSTEMS TECHNOLOGY OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PARETO SYSTEMS OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  19. ADDITIONAL RIGHTS

    Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so certain of the exclusions set forth above may not apply to you.

  20. LOCAL LAWS AND EXPORT CONTROL

    This Site is administered from the offices of Pareto Systems in Kelowna, British Columbia Canada. Access to the materials or services from territories where the contents of this Site are illegal is prohibited.You may not use or export or re-export the materials or services at this Site or any copy or adaptation in violation of any applicable laws or regulations including, but not limited to, U.S. export laws and regulations. If you access this Site, you do so on your own initiative and risk and you are responsible for compliance with all applicable local laws.

  21. NOTICE

    Pareto Systems may give notice by means of a general notice on the Service, electronic mail to your e- mail address on record in Pareto Systems' subscriber account information, or by written communication sent by first class mail or pre-paid post to your address on record in Pareto Systems' subscriber account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Pareto Systems (such notice shall be deemed given when received by Pareto Systems) at any time by: letter sent by confirmed facsimile to Pareto Systems at the following fax number: (778) 484-0598; or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Pareto Systems at the following address:

    418718 Canada Inc.,
    Pareto Systems
    Suite 101-1593 Sutherland Ave,
    Kelowna, BC, Canada, V1Y 5Y7

  22. SECURITY

    You are responsible for keeping information such as your username and password secure. The security of your Pareto Systems account is primarily dependent upon your protection of your password. Therefore, you must not share your password with any third party for any reason.YOU HEREBY AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR ALL ACTIONS TAKEN AND TRANSACTIONS ENTERED INTO USING YOUR PASSWORD AND YOU HEREBY RELEASE PARETO SYSTEMS (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, LICENSEES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND OF EVERY NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY UNAUTHORIZED USE OF YOUR PASSWORD.If you believe that someone else has obtained access to your password, it is your responsibility to change it immediately by logging on to your account and changing your profile. Do not share your Pareto Systems password with anyone. Our employees will NEVER ask you for your password, so if you receive any type of e-mail or other communication requesting your password, you should treat this as suspicious and unauthorized, and contact us immediately.

  23. ELECTRONIC COMMUNICATIONS

    By accessing this web site or sending electronic mail to Pareto Systems you are communicating with Pareto Systems electronically and by doing so, you agree to receive communications from Pareto Systems electronically.

  24. ASSIGNMENT

    This Agreement may not be assigned by you without the prior written approval of Pareto Systems but may be assigned without your consent by Pareto Systems to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment by you in violation of this section shall be void.

  25. COPYRIGHT AND TRADE-MARKS

    © Copyright 2000 - 2013, 418718 Canada Inc., carrying on business as Pareto Systems. All rights reserved. PARETOPLATFORM, PARETO SYSTEMS and the "astrolabe", as well as all other trade-marks and trade names of Pareto Systems appearing on this Site and used in association with the Service are owned by Pareto Systems and may not be used in connection with any product or service that is not Pareto Systems? or in any manner that is likely to cause confusion, that may suggest an association between you and Pareto Systems that does not exist or that may disparage or discredit Pareto Systems. Nothing contained on this Site gives any person the right or license to use any trade-mark displayed on this Site without the express written permission of the trade-mark owner.

  26. COUNTRIES WITH LIMITED ACCESS

    Pareto Systems may, from time to time, limit access to residents of certain countries due to higher than normal incidence of fraud. These restrictions are in place to safeguard us as well as you. Pareto Systems reserves the right to update the limited access country list at any time and without prior notice.Residents of the following countries have limited access to the Service:- No limited access currently in place.

  27. GENERAL

    This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and federal laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia for any legal proceedings arising out of the Site, the Service, this Agreement or the performance of the obligations hereunder. Pareto Systems makes no representation that materials found in this Site are appropriate or available for use in other locations.This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Pareto Systems and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.This Site contains data and other information regarding Pareto Systems and its services (the "Information"). Despite the efforts of Pareto Systems to provide accurate information, it is not possible to ensure that the Information is completely current and correct. The Information may include technical inaccuracies or typographical errors. At any time and without notice, Pareto Systems may update or make changes to the Information on this Site. Pareto Systems does not assume any responsibility or liability for the accuracy or completeness of such Information or any actions taken as a result of such information.If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Pareto Systems as a result of this agreement or use of the Site or Service. The failure of Pareto Systems to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Pareto Systems in writing.

  28. DEFINITIONS

    As used in this Agreement and in any Order Forms now or hereafter associated herewith:"Administrator(s)"Those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;"Agreement"These online terms and conditions, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Pareto Systems web site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Pareto Systems from time to time in its sole discretion;

    "Content"

    The audio, visual or text-based information or data contained or made available to you in the course of using the Service;

    "Customer Data"

    Any data, information or material provided or submitted by you to the Service in the course of using the Service;

    "Effective Date"

    The earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;

    "Initial Term"

    The initial period during which you have subscribed for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term is the first month);

    "Intellectual Property Rights"

    Unpatented inventions, patent applications, patents, design rights, copyrights, trade-marks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

    "Order Form(s)"

    The form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of Users and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

    "Pareto Systems"

    418718 Canada Inc., carrying on business as Pareto Systems, a corporation having its principal place of business at Suite 101-1593 Sutherland Ave, Kelowna, BC, Canada, V1Y 5Y7;

    "Pareto Systems Technology"

    All of Pareto Systems' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Pareto Systems in providing the Service;

    "Service(s)"

    The specific edition of Pareto Systems' online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by, currently accessible via http://www.paretoplatform.com or another designated web site or IP address, or ancillary services rendered to you by Pareto Systems, to which you are being granted access under this Agreement, including the Pareto Systems Technology.

    "User(s)"

    You and/or any of your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Pareto Systems at your request).

    QUESTIONS OR ADDITIONAL INFORMATION:

    If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to clientsupport@paretoplatform.com.

  29. ACCEPTANCE OF AGREEMENT

    By choosing "I Accept" you are stating (I) that you have read and agree to be bound by the terms of the Subscription Agreement stated above and (II) that you have read and agree to Microsoft's Volume Licensing End User License Terms provided on the following pages.
    Once you have chosen "I Accept" your account will be processed. Upon your being accepted as a subscriber, an e-mail confirmation including your Pareto Systems user name and temporary password will be sent to you by e-mail.

MICROSOFT VOLUME LICENSING END USER LICENSE TERMS

TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE

This document governs the use of Microsoft software, which may include associated media, printed materials, and "online" or electronic documentation (individually and collectively, "Products") provided by Pareto Platform. Inc. (hereinafter referred to as "Customer"). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must inform you. Your right to use the Products is subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.

  1. DEFINITIONS.

    "Client Software" means software that allows a Device to access or utilize the services or functionalityProvided by the Server Software.

    "Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone" server or other electronic device.

    "Server Software" means software that provides services or functionality on a computer acting as a server.

    "Software Documentation" means any end user document included with server software.

    "Redistribution Software" means the software described in Paragraph 4 ("Use of Redistribution Software") below.

  2. OWNERSHIP OF PRODUCTS.

    The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively "Microsoft"). All title and intellectual property rights in and to the Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Products) are owned by Microsoft or its suppliers. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.

  3. USE OF CLIENT SOFTWARE.

    You may use the Client Software installed on your Devices by Customer only in accordance with the instructions, and only in connection with the services, provided to you by Customer. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during your use of the Client Software.

  4. USE OF REDISTRIBUTION SOFTWARE.

    In connection with the services provided to you by Customer, you may have access to certain "sample," "redistributable" and/or software development ("SDK") software code and tools (individually and collectively "Redistribution Software"). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ("SPUR") APPLICABLE TO CUSTOMER, WHICH TERMS MUST BE PROVIDED TO YOU BY CUSTOMER. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by Customer.

  5. COPIES.

    You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by Customer; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Customer, upon notice from Customer or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.

  6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.

    You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.

  7. NO RENTAL.

    You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of software services in accordance with the terms of this agreement and any agreement between you and Customer.

  8. TERMINATION.

    Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer's agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts.

  9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY CUSTOMER AND NOT BY MICROSOFT, ITS AFFILIATES OR SUBSIDIARIES.

  10. PRODUCT SUPPORT.

    Any support for the Products is provided to you by Customer and is not provided by Microsoft, its affiliates or subsidiaries.

  11. NOT FAULT TOLERANT.

    THE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.

  12. EXPORT RESTRICTIONS.

    The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

  13. LIABILITY FOR BREACH.

    In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

Download (Right-Click and 'Save link as'): END USER LICENSING AGREEMENT (EULA)

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