ACE RETAIL 3000 SOFTWARE LICENSING AGREEMENT
THIS IS A CONTRACT. PLEASE READ IT CAREFULLY BEFORE USING THE SOFTWARE.
BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSING AGREEMENT. BY USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DECLINE WHERE INSTRUCTED, AND DO NOT USE THE SOFTWARE.
The ACE Retail 3000 software product (the “Software”), executable computer programs, documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form are licensed to you by Advanced Computing Edge Ltd. (“ACE”), its local subsidiary or its licensor, if any, and are protected by Canadian copyright laws and international treaty provisions. ACE owns and retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software. You own the media on which the Software is recorded but ACE and/or ACE’s licensor(s) retain ownership to the Software title, copyright, intellectual property rights and distribution rights.
The Software in this package and any back-up copies which this License authorizes you to make are subject to this Agreement. While ACE continues to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by a license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:
1. Install and Use 1 copy of the Software on 1 computer or electronic device for which the Software was designed, solely for your internal evaluation purposes during the term of this Agreement. This License does not allow the Software to exist on more than 1 computer at a time.
2. Make 1 copy of the Software in machine-readable form for back-up purposes only, provided your backup copy is not installed or used on any computer and includes all copyright information contained on the original.
YOU MAY NOT
1. Install or Use more than 1 copy of the Software on any 1 computer or electronic device for which the Software was designed.
2. Copy the documentation which accompanies the Software.
3. Sublicense, rent, loan, distribute or lease any portion of the Software.
4. Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or its database structure (such as table structures, stored procedures, etc.), or create derivative works based upon the Software or database structure in whole or part or transmit the Software over a network or from 1 computer to another.
This Agreement is effective once you install the Software.
INTERNET CONNECTIVITY, DATA COLLECTION AND ONLINE SERVICES
Automatic Connections to the Internet
The Software may cause your computer to automatically connect to the Internet in order to let ACE know that the Software is successfully installed and in order to use services that are provided to you by ACE and others.
When you use the Software, we collect metadata to provide additional context about the way the Software is being used. The usage data may include Product Analytics data, Technical log data, Device information, Location information including your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your service use. The source of the usage data is the Software and our analytics tracking system.
The legal basis for this processing is our legitimate interests cf. GDPR art. 6 (1) f, namely using this data for the purpose of ensuring the proper administration and legitimate use of the License, analyzing the use of the Software, monitoring and improving the Software, improving the user experience, preventing abuse, and assisting users with support inquiries.
Storage and Retention of your Personal Data or Business Information
We retain Personal Data or Business Information for only as long as required to fulfill the identified purposes for which it was collected or as required by law. When you use the Software, archived Personal or Business Information that is collected will not ordinarily be erased unless and until the Software is deleted, and even then we may retain some or all of your Personal Data or Business Information on back-up files as required for us to fulfill our own legally-required tax obligations. ACE or any ACE Licensor may be allowed to retain and process Personal Data for a longer period whenever you, the User, has given consent to such processing, as long as such consent is not withdrawn. Furthermore, ACE or ACE Licensors may be obliged to retain and process Personal Data for a longer period whenever required to do so for the performance of a legal obligation or upon order of an authority. Users subject to the terms of this Agreement are new, existing or old customers and, as such, any Personal Data collected or processed is done so on the lawful bases of either Explicit Consent during the specific steps prior to entering into a contract and/or to fulfill the terms of a Contract with ACE or any ACE Licensor. Any individuals whose Personal Data is processed by ACE or any ACE Licensor have the Right to Object and to withdraw Consent at any time but they do not have the Right to Erasure or the Right to Portability.
Your Data Personal or Business information may be stored in any ACE or ACE Licensor on-site or third-party servers in encrypted form, and anytime it is transmitted, it is transmitted in encrypted form. For both data storage and transmission, generally accepted industry standards for encryption are used.
Personal Information Stored Outside Canada
You acknowledge and understand that ACE or any ACE Licensor, through the use of third-party service providers, may store and process your Personal Data or Business Information outside of Canada. In any event, whatever Personal Data or Business Information is stored outside Canada, it is stored in encrypted form.
ACE and ACE Licensor Websites and Software
Online Software and Services Provided by Third Parties
The Software facilitates and in some cases requires your access to online websites, software and services maintained by third parties (“Third Party Online Service(s)”). Your use of a Third Party Online Service is governed by the terms associated with such Third Party Online Services. ACE may at any time, for any reason, modify or discontinue the availability of any Third Party Online Services. ACE does not control, endorse or accept responsibility for Third Party Online Services. Any dealings between you and any third party in connection with a Third Party Online Service, including such party’s privacy policies and use of your personal data, business information, delivery of and payment for goods and services and any other terms associated with such dealings, are solely between you and such third party.
Desktop Software Provided by Third Parties
The Software facilitates and in some cases requires your access to desktop software maintained by third parties (“Third Party Software”). Your use of a Third Party Software is governed by the terms associated with such Third Party Software. ACE may at any time, for any reason, modify or discontinue the availability of any Third Party Software. ACE does not control, endorse or accept responsibility for Third Party Software. Any dealings between you and any third party in connection with a Third Party Software, including such party’s privacy policies and use of personal data, your business information, delivery of and payment for goods and services and any other terms associated with such dealings, are solely between you and such third party.
Maintenance & Upgrades
As technology continues to evolve, it is necessary to update the Software to maintain compatibility and functionality. All customers have the option of extending their Software Maintenance & Remote Technical Support Agreement at the end of every Maintenance Term. While it is possible for you to continue using ACE without any Software Maintenance, add-on services or software updates at the end of the initial support term, you will no longer have access to online knowledge portals or cloud-based integration services and your usability of the Software will eventually degrade. To maintain access to live technical support, online portals and add-on services, you will need to upgrade to the latest version of the Software as soon as possible. As older versions of the Software are scheduled to be discontinued and no longer supported, we or any ACE Licensor will notify affected customers in advance by email and through in-product notifications. Please keep an eye out for updates on our future plans as they become available.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ACE RETAIL 3000 SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND ACE AND ACE’S LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. ACE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, ACE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACE OR AN ACE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT ACE OR AN ACE AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
LIMITATION OF LIABILITY
You are solely responsible for the data and content stored using the Software and for ensuring that any data collected is compliant with all subject data protection law in your own jurisdiction. You are responsible for backing up to your own computer and to other devices your documents, images or other data that you store or access via the Software. ACE, its local subsidiary or its licensor will not inspect data stored by the User, except as is unavoidable to providing approved and consented technical support for the Software as allowed by applicable laws. Therefore ACE, its local subsidiary or its licensor is not responsible for any of your violations in how you use the Software. ACE, its local subsidiary or its licensor will cooperate with judicial authority that is authorized to inspect any data stored on ACE, its local subsidiary or its licensors’ servers during the course of the provision of any Services. Any illegal data which may be identified by delegated judicial supervisory authorities may be removed from ACE, its local subsidiary or its licensors’ servers. Where your improper use of the Software comes to our attention, in accordance with applicable laws ACE, its local subsidiary or its licensor may remove content, suspend or terminate any Services or Software, and/or cooperate with law enforcement authorities.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL ACE OR ITS LICENSOR(S) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES. In no event shall ACE’s total liability to you for all damages exceed the amount of fifty dollars ($50.00) CAD.
IN ANY EVENT, ACE’S AGGREGATE LIABILITY AND THAT OF ITS LICENSOR(S) AND SUPPLIERS IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. ACE is acting on behalf of its Licensor(s) and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose.
SOME STATES/PROVINCES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). ACE expressly disclaims any express or implied warranty of fitness for High Risk Activities.
This Agreement is governed by the laws of Canada. Any action or proceeding brought by anyone arising out of or related to these terms and conditions shall be brought only in a court of competent jurisdiction located in Toronto, Canada, and the parties hereby consent to the jurisdiction and venue of said court. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. This Agreement sets forth all rights for the user of the Software and is the entire agreement between the parties. This Agreement supersedes any other communications with respect to the Software. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of ACE. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by ACE or a duly authorized representative of ACE. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
The parties confirm that it is their wish that this Agreement has been written in the English language only.
Last Updated: May 26, 2022
If you have any questions concerning these terms and conditions, or if you would like to contact ACE for any other reason, please write to:
TAKU Canada Ltd.
180 John Street, Suite 616
Toronto, ON, Canada, M5T 1X5