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Terms of Use

DISTIL INTERACTIVE LTD.
PLEASE READ CAREFULLY
THIS IS A BINDING LEGAL CONTRACT

This is a legal agreement (the "Agreement") between you, the end-user ("you", "your") and DISTIL Interactive Ltd. ("DISTIL", "we", "us" or "our") setting out the terms and conditions for your use of our websites including our corporate website, our product marketing websites, our System for Assisted License Sales and Activation (SALSA) and any other websites operated by us (collectively, the "Websites").

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. IN ORDER FOR YOU TO HAVE ACCESS TO THE WEBSITES, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO OR CANNOT COMPLY WITH THE TERMS CONTAINED IN THIS AGREEMENT, YOU MUST REJECT THESE TERMS AND NOT USE THE WEBSITES.

1. AUTHORIZED USERS

  1. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement; (ii) you are at least the age of majority in your jurisdiction; and (iii) that in the event you are using the Websites on behalf of a corporate entity that you have the legal authority to (and that you hereby agree to) bind such corporate entity to these terms and conditions.
  2. To use the Websites, you may be required to provide certain information, including a user name, a password and a valid email address (the "Account Information"). You agree to provide accurate Account Information. DISTIL will use your Account Information in accordance with its privacy policy, as described in this Agreement. You agree that you will not allow others to use any aspect of your Account Information. You agree to accept responsibility for all activities that occur using your Account Information. You are solely responsible for maintaining the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. DISTIL will not be responsible for any losses arising out of the use of your user name, password and/or account and you agree to indemnify and hold harmless DISTIL, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the Websites or from any breach of the terms of this Agreement.
  3. DISTIL may suspend your account on any Website in the event DISTIL believes your use of the Websites or the use of your Account Information is disruptive to the operation of, or others' use of, the Websites, or violates this Agreement or any other agreement between you and DISTIL.
  4. DISTIL may suspend access to Websites in the event of maintenance activities.

2. IMPORTANT LIMITATIONS ON PRODUCT USE AND SALES

  1. ALL PRODUCT LICENSES WILL EXPIRE WITHIN A SET NUMBER OF DAYS FROM THE DATE OF PURCHASE (the "Order Term") REGARDLESS OF WHETHER THE PRODUCT LICENSE IS USED. If you activate a product, you will be able to use the product for the LESSER OF (I) the length of the license term specified for the product; and (II) the remainder of the Order Term for the product. No refunds will be provided for unused or expired products or any amount of license term that could not be used due to the expiration of the Order Term.
  2. SALSA is DISTIL's System for Assisted License Sales and Activation and is used for processing orders for DISTIL product licenses, activating product licenses, and usage of products. SALSA is one of the Websites governed by this Agreement. Use of SALSA constitutes your acceptance of this Agreement. If you have an account on SALSA, you are responsible for all use of SALSA using your Account Information. If you are an authorized author or reseller of DISTIL, your use of SALSA and/or the Websites may be governed by additional terms in a written contract with DISTIL.
  3. ALL USE OF PRODUCT LICENSES IS SUBJECT TO THE TERMS AND CONDITIONS OF DISTIL'S END USER LICENSE AGREEMENT (the "EULA"). The EULA must be accepted in order to activate and use a product and SALSA is the system used to activate and use a product. Activation and use of any product constitutes acceptance of these terms and conditions as well as the EULA.
  4. DISTIL may suspend or remove access to products in the following events: maintenance activities; DISTIL reasonably believes legal claims may or have been made in respect of the products; the products have been replaced with updated versions; the products are obsolete; or the products present a potential health or safety risk. In the event of removal of a product, DISTIL will use reasonable efforts to provide access to a similar product.

3. LICENSE TO WEBSITES

  1. DISTIL grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Websites as follows:
    1. you have a personal license to access and review public information on the Websites subject to registration requirements;
    2. as an end-user of DISTIL products (if applicable) you may use SALSA for your personal use solely for the purpose of activating and accessing products purchased by or for you and (if applicable) reviewing your performance according to those products;
    3. as a purchaser of DISTIL products (if applicable) you may use SALSA to review your transactions within SALSA and to manage licenses for DISTIL products you have purchased;
    4. as an authorized author or reseller of DISTIL products (if applicable) you may use SALSA solely for the purpose of fulfilling your rights and obligations under a written author or reseller (as applicable) contract with DISTIL;
  2. DISTIL and its licensors reserve all rights, title and interests not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE WEBSITES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

4. RESTRICTIONS

You agree that you will not:

  1. provide your password to any other person;
  2. translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Websites or any portion of them;
  3. circumvent any technology used by DISTIL or its licensors to govern access to and use of the Websites or any DISTIL product or service provided through the Websites;
  4. rent, lease or sublicense any of the Websites; or
  5. use the Websites in any way that violates the terms of this Agreement.

5. INTELLECTUAL PROPERTY

DISTIL and its licensors retain all of their respective right, title and interest in and to all intellectual property rights in and to the Websites.  Nothing in this Agreement gives you any right of ownership to the Websites or any part thereof.  The Websites may contain trademarks, service marks, graphics, and logos (the "Marks") of DISTIL and/or third parties. You are not granted any right or license with respect to such Marks.

6. PRIVACY POLICY

DISTIL's use of your personal information is subject to DISTIL's Privacy Policy found at its website http://www.distilinteractive.com/ and that by reference is made a part of this Agreement. By accepting this Agreement, you represent that you have read and agree with the terms of DISTIL's Privacy Policy.

7. TERM

DISTIL may, without limitation to its other rights and remedies, terminate this Agreement at any time without notice if DISTIL reasonably believes that you have failed to comply with any of the terms of this Agreement.  Any violation of the provisions of this Agreement shall result in the immediate termination by DISTIL of your right to use the Websites.

8. DISCLAIMERS

  1. USE OF THE WEBSITES IS PROVIDED TO YOU "AS IS." ANY USE OF THE WEBSITES WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISTIL AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DISTIL AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITES WILL OPERATE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND DISTIL DISCLAIMS ANY LIABILITY RELATING THERETO.
  2. DISTIL AND ITS LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT THE WEBSITES OR RESULTS OF THEIR USE WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, DISTIL OR ITS LICENSORS MAY MODIFY, SUSPEND, OR DISCONTINUE THE WEBSITES OR YOUR USE OF THEM. WHENEVER DISTIL OR ITS LICENSORS ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE WEBSITES, THEY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
  3. YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. DISTIL DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

9. LIMITATION OF LIABILITY

  1. IN NO EVENT WILL DISTIL OR ITS LICENSORS BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF DISTIL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DISTIL OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
  2. DISTIL AND ITS LICENSORS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (CDN $1.00) OR THE TOTAL AMOUNT PAID BY YOU TO DISTIL FOR ACCESS TO THE APPLICABLE PRODUCTS AT ISSUE.

The use of the Websites and the products and services provided through the Websites is directed to those who have the appropriate degree of experience to use and apply their contents, and DISTIL and its licensors accept no responsibility whatsoever arising in any way from any use of or reliance on the information contained therein.  In issuing and making the Websites and the products and services provided through the Websites available, DISTIL and its licensors are not undertaking to render professional or other services for or on behalf of any person or entity or to perform any duty owned by any person or entity to someone else.

10. GENERAL

  1. You will be responsible for providing at your own cost the internet connection and any other hardware and software necessary to use the Websites.
  2. You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt by you to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void. This Agreement shall be binding on and enure to the benefit of you, DISTIL and our respective successors and permitted assigns.
  3. This Agreement will be governed by the laws of the Province of Ontario, Canada excluding principles of choice of law or conflicts of law and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. This Agreement shall govern your use of the Websites and all different or additional terms or conditions in any purchase order or similar document from you shall be null and void. The exclusive jurisdiction for any claim, action or dispute with DISTIL or relating in any way to your use of the Websites will be in the courts of the Province of Ontario, Canada and the venue for the adjudication or disposition of any such claim, action or dispute will be in the City of Ottawa, Ontario, Canada. You and DISTIL each waive any right and agree not to apply to have any disputes under this Agreement tried or otherwise determined by a jury, except where required by law. If attorneys are employed to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees. 
  4. DISTIL may send notices to you with respect to the Websites by sending an email message to the email address listed in your Account Information or by sending a letter via mail to the contact address listed in your Account Information. Unless otherwise stated in the notices, the notices will become effective immediately.
  5. DISTIL and you are independent contractors. No waiver by DISTIL shall be effective unless provided by DISTIL signed in writing and referencing this Agreement. DISTIL shall not be liable for any delay or failure to perform resulting from a cause beyond its reasonable control. If any provision is held invalid, such provision shall be severed and all other provisions shall remain valid.
  6. The Parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.  Les parties aux présentes confirment que c'est leur volonté que la présente convention de même que tous les documents, y compris les avis, s'y rattachant, soient rédigés en anglais seulement.
  7. U.S. GOVERNMENT END-USERS
    DISTIL’s software to operate the Websites and the products and services provided through the Websites (i) was developed exclusively at private expense; (ii) is a trade secret of DISTIL for all purposes of the Freedom of Information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights); and (iv) including all copies of DISTIL’s software, in all respects is and shall remain proprietary to DISTIL or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 or any successor clause. Except where DISTIL has provided prior written consent, the U.S. Government must refrain from changing or removing any insignia or lettering from DISTIL’s software or from producing copies of DISTIL’s software and manuals (except one copy of DISTIL’s software for backup purposes). Use of DISTIL’s software shall be limited to the facility for which it is acquired. All other U.S. Government personnel using DISTIL’s software are hereby on notice that use of DISTIL’s software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/supplier is DISTIL Interactive Ltd. having offices in 16 Fitzgerald Road, Suite 200, Ottawa, Ontario, Canada, K2H 8R6.
  8. In the event of any expiry or termination of this Agreement, the following terms shall survive: Restrictions, Intellectual Property, Privacy Policy, Agreement to Pay, Disclaimers, Limitation of Liability, General.

BY USE OF THE WEBSITES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

We reserve the right to make changes to the Websites, our policies, and these Terms of Use at any time. Any changes or revisions will be effective immediately upon their posting on the Websites. Your use of the Websites will be subject to the version of the Terms of Use posted on this site at the time of such use. Accordingly, you are advised to review the Terms of Use prior to using the Websites. YOUR CONTINUED USE OF THE WEBSITES FOLLOWING THE POSTING OF ANY CHANGES OR REVISIONS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR REVISIONS. IF YOU DO NOT AGREE TO ANY CHANGES OR REVISIONS TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITES AND ARE TO DISCONTINUE USE OF THE WEBSITES IMMEDIATELY.