width Terms of Use


Your use of this website means you agree to the following terms of use (the "Terms of Use"). If you do not agree with these terms you should leave this website (the "Site") immediately, not use the files herein, and/or not purchase any downloads.

This Site is owned, hosted and operated by SoloWell Inc. ("SoloWell")

Any Content downloaded by you from this Site, including, without limitation, any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Content") is licensed to you by SoloWell. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content.

All the "Content" of this site is owned by SoloWell. It is illegal to duplicate, download or distribute any Content from this Site except for your use. You may not use the "Content" in any manner in connection with any pornographic or immoral materials.

The design or layout of any website owned, operated, licensed, or controlled by or associated with SoloWell, is protected by Canadian and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part.

LIMITATION OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED IN THE END USER LICENSE AGREEMENT THAT COMES WITH THE SOFTWARE, SOLOWELL MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE SITE IS DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY SOLOWELL WITH RESPECT TO THE SITE, CONTENT, AND SOFTWARE.

SOLOWELL DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER DAMAGING ELEMENTS, OR THAT SOLOWELL WILL CORRECT ANY ERRORS, OMISSIONS, OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT.

IN NO EVENT WILL SOLOWELL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SOLOWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF SOLOWELL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS SITE, OR PURCHASING OR DOWNLOADING PRODUCTS FROM THIS SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

PRODUCT AVAILABILITY
Products, services, and programs in this publication may not be available in your country. References to any product, service, or program do not imply that SoloWell intends to make such products, services, or programs available in your country.

LINKS TO THIRD PARTY SITES.
SOLOWELL PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. SOLOWELL DOES NOT CONTROL THIRD PARTY SITES OR LINKS TO THIRD PARTY SITES. SOLOWELL IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITES. LINKS TO THIRD-PARTY SITES ARE NOT ENDORSEMENTS BY SOLOWELL OF SUCH SITES.

OTHER LEGAL INFORMATION
These Terms of Use contain the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site, and cannot be changed or terminated orally. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision of these Terms of Use. SoloWell reserves the right to terminate these Terms of Use without notice if, in SoloWell sole discretion, you fail to comply with any of these Terms of Use. Upon termination, you must destroy all materials obtained from this site, copies, and related documentation thereof. In addition, SoloWell reserves the right to terminate this site without notice.

©2006 SoloWell Inc. All rights reserved.



Licensing

SOLOWELL ROYALTY-FREE LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU), AND SOLOWELL INC. "SOLOWELL" WHEN USED HEREIN SHALL MEAN SOLOWELL INC., OR ITS WHOLLY OWNED SUBSIDIARIES INCLUDING, WITHOUT LIMITATION, MAPISLAND.COM AND ADVANCEDMAP.COM AND EACH OF ITS SUBSIDIARIES, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITES CURRENTLY LOCATED AT: www.mapisland.com, advancedmap.com and solowell.ca, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE WEBSITES AND/OR ANY CONTENT DELIVERED VIA ANY STORAGE MEDIA.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING AND/OR USING ANY CONTENT FROM SOLOWELL CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND SOLOWELL. SoloWell reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any content.

1. LICENSE

A. Definitions:

"Content" shall mean interactive maps, map borders, tutorials, or any other visual representation regardless of whether the Content is obtained via download from any SoloWell Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a SoloWell's authorized distributor, together with all accompanying data and other materials.

"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.

"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Content or are otherwise directly involved in the creative or development process. All Users shall only use the Content in accordance with the terms of this Agreement.

"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.

B. Copyright:

The Content is copyrighted and protected under the various laws of Canada, International treaties and other applicable laws. The Content shall remain the sole and exclusive property of SoloWell, or its licensors. Use of the Content is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Content without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.

C. Grant:

Paid License.
SoloWell grants you a non-exclusive and non-transferable license to use the Content only as provided in this License Agreement.

D. Number of Users:

Only a maximum of five (5) Users (within the same legal entity entering into this License) may access or use the Content. Licensee may distribute Content within a network or similar asset management system to no more than five (5) computers/workstations within the same company or legal entity. If the Content is to be placed on a network server accessible by more than five (5) computers/workstations, please contact SoloWell representative as you will require a multiple seat license.

E. Permitted Uses. You may:


I. Back up, and store, the downloaded Content as necessary on a single server for archival, tracking or asset management purposes only.

II. Use the Content in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Content.

III. Modify or alter the Content as necessary for your use, provided that if such modification or alteration constitutes a derivative work, the rights to all such derivative works shall belong exclusively to SoloWell, as the case may be, -and that you shall only use such derivative work in accordance with this Agreement. If requested by SoloWell, you agree to execute a written assignment of any such rights, including copyrights, at no cost to SoloWell.

IV. Use the Content in connection with your business or entity, e.g. corporate documents, except as prohibited below.

Use the Content for any other uses approved in writing by SoloWell.

I. Sublicense, distribute, transfer or assign the Content or rights to the Content.

II. Copy or reproduce the Content, except as specifically provided for in Section 1(E).

III. Remove any copyright, trademark or watermark from any place where it appears on the Content.

IV. Use the Content to compete with SoloWell. SoloWell is in the business of licensing Content to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business.

V. Use the Content in any downloadable format intended for multiple distribution including, without limitation, Web site templates, software products, etc.

VI. Use the Content in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal.

VII. Use the Content as part of any use involving sensitive subject matters, as determined by SoloWell, including but not limited to the following: all sexual issues, sexually transmitted diseases, substance abuse, Homosexual or alternative lifestyles, and physical or mental abuse, without advance written consent from SoloWell.


G. G. Additional Terms


I.SoloWell reserves the right to (i) not permit use of any Content for any reason whatsoever; and (ii) notify you that certain Content is no longer available for use. Upon such notification, the license to use such Content shall automatically and immediately terminate.

II. All other rights not expressly granted to you are reserved solely for SoloWell.

III. SoloWell reserves the right to replace the Content with an alternative for any reason. Upon notice of such replacement, the license for the replaced Content immediately, and automatically, terminates for any use of the Content that does not already exist, and this License Agreement shall automatically apply to any replacement Content. You agree not to use any replaced Content with future products or services and you shall take all reasonable steps to discontinue use of the replaced Content in existing products or services.

2. PAYMENT TERMS

You agree to pay all Content license fees and no rights are granted under this Agreement until all payments are made in full. A service charge of five percent (5%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to SoloWell within seven (7) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys' fees. Refunds are governed by the terms of the individual service used. Please see Section 10 below for terms applicable to refunds in the event of cancellation.


3. TERMINATION


A. This License Agreement is effective until it is terminated.

I. This License Agreement will terminate automatically, without notice from SoloWell, if you fail to comply with any provision of this License Agreement.

II. You can terminate this Agreement by destroying the Content along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Content for any purpose. Such termination may not effect payment obligations.

B. SoloWell may, in its sole discretion: (i) monitor, as frequently as SoloWell determines, anything you download from our Web sites, (ii) limit downloads to insure the best possible service to all users of our Web sites, (iii) track any abuse of sites, (iv) suspend or terminate your account, without notice, if SoloWell believes to be there is a violation of this Agreement and/or any abuse of our sites.

C. Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Content, (ii) cease using the content for any purpose, and (iii) confirm to SoloWell in writing that you have complied with these requirements.

1. WARRANTY


A. SoloWell represent and warrants that:


I. it has the right to enter into this Agreement and to grant the rights hereunder; and

II. the Content or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of seven (7) days from the date of license.


B. EXCEPT AS PROVIDED ABOVE, THE CONTENT, STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SOLOWELL GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN THE CONTENT, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. SOLOWELL DOES NOT WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING THE CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.


C. You represent, warrant and covenant that:


I. You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of yourself and/or your company, employer or principal;

II. You do not reside in any country to which export of Canadian products are prohibited or restricted and you may not ship, transfer or export any of the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions or regulations;

III. You will not use the Content in any way that is not permitted by this License;

IV. Your use of the Content will not violate any applicable law or regulation of any country, province, state, or other governmental entity;

V. The information that you provide to SoloWell is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and

VI. You shall be solely responsible for your use of the Content and agree that SoloWell grants no rights and make no warranties with regard to the use of trademarks, trade dress, copyrighted designs or works of art or architecture, and you must satisfy yourself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

VII. You are solely responsible for determining whether your use of the Content requires the consent of any other party or the license of any additional rights, and you should not rely solely on the information provided by SoloWell.

VIII. You are solely responsible for obtaining any and all releases and clearances as may be required. If you are unsure whether additional rights are needed for your use of the Content, you are responsible for consulting with competent legal counsel.


5. LIMITATION OF REMEDIES


A. Replacement or Refund:
SoloWell entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement shall be at SoloWell's sole discretion, either: (i) replacement of the Content; or (ii) refund of any fee paid for the specific Content. See Section 10 for other refund terms that may apply.

B. No Money Damages:
Under no circumstances whatsoever will SoloWell be liable to you for any money damages including, without limitation, any lost profits, lost revenue, lost savings, or other incidental or consequential damages arising out of: (i) the use or inability to use the Content, (ii) SoloWell's breach of this Agreement, , or (iii) for any claim by any other party, even if SoloWell has been advised of the possibility of such damages. In no event shall the liability of SoloWell exceed the amount paid by you for accessing, acquiring, and/or using any of the Content within the preceding six (6) months. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived.


6. INDEMNIFICATION


You agree to indemnify and hold SoloWell, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with SoloWell, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against SoloWell arising out of your use of the Content or in connection with any breach of any of the terms of this Agreement.


7. GENERAL


A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.

B. Taxes and other:
You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Content pursuant to this Agreement.

C. Waiver:
No action of SoloWell, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of SoloWell is authorized to make an oral waiver. In the event that SoloWell waives a specific part of the Agreement, it does not mean that SoloWell waives any other part.


8. LEGAL FEES


You agree to reimburse SoloWell for its legal fees, costs and disbursements if SoloWell is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.


9. ASSIGNABILITY


You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. SoloWell may assign or transfer this Agreement freely.


10. CANCELLATION


If you wish to cancel the rights granted in this License and your invoice, you may receive a full refund if you submit a completed and signed refund affidavit within fourteen (14) days of your invoice date. For details please email to refund@solowell.ca. After fourteen (14) days, no cancellations will be accepted, no refunds made and you will be responsible for and must pay the full amount of the invoice.

All sales on discounted products, as well as product sets and bundles, are final.

You are solely responsible for all shipping and handling fees with regard to a cancellation. All cancellations are final. See Termination Section 3 above for other applicable terms.


11. ENTIRE CONTRACT


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SOLOWELL, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SOLOWELL RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN SOLOWELL’S WEBSITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.


(Revised January 03, 2008)

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