Disclaimer

This software is copyright protected and the word mark "Studio Assist" is a registered trademark of Ricon Consulting Inc. This software was developed by Ricon Consulting Inc for use in the Education Industry. Use of this software does not constitute any guarentee that the studio/company using it will be a successful business. All responsibility and liability for the successful operation of any studio/company which uses Studio Assist rests solely on that studio/company.

All demo versions of the Studio Assist software is covered by the Studio Assist Software License Agreement. However, there is no return policy if you use the demo version before you make your software purchase. This is due to the fact that the buyer has had an ample opportunity to fully evaluate the software prior to purchase and that this same software is electronically disseminated.

Software License Agreement For: STUDIO ASSIST

1. Agreement Controls the Relationship 

This Software License Agreement ("Agreement") sets forth all terms and conditions, obligations, responsibilities, liabilities and remedies as between (i) you and (ii) Ricon Consulting Inc., ("Ricon") and the Representatives (defined in Section 8) in regards to your use of the software program Studio Assist as set forth above, collectively the "Software", and any related services, materials, and documentation. By using the Software, you confirm that you (a) have read and understood this Agreement, (b) accept and agree to be bound by its terms and conditions, (c) acknowledge that this Agreement sets forth your exclusive remedies in respect of any claims you may have related to the Software, and (d) understand that this Agreement fully sets out the obligations and limitations of liabilities of Ricon, its licensors and the Representatives to you, notwithstanding any other prior or contemporaneous writing (including any related packaging or advertisements), promise, understanding, or oral representations made by any party, including Ricon. 

2. Rejection of Agreement 

2.1 If you purchased a license to the Software but do not agree with or consent to be bound by the terms of this Agreement, you must (a) immediately discontinue all use of the Software, related materials or documentation; (b) immediately delete from your computer any software provided to you as part of the Software, and destroy any and all copies made by you (or with your permission) of any portion of such software; and (c) within ten (10) days, return to Ricon, all items provided to you as part of the Software plus documentation evidencing the date and amount you paid for your purchase of the Software at retail, (e.g. dated receipt, shipping invoice) to the address set forth in Section 9.3.

2.2 If you comply with the terms of Section 2.1 and you have not yet activated the Software, you shall receive a full refund (minus applicable shipping, handling and support/service fees) of any monies you paid for the Software.

3. Services and Support 

3.1 For your continued compliance with this Agreement, and any modification to this Agreement made by Ricon in accordance with Section 9.1, you shall have access to the Software in accordance with the following provision: if you purchased the Software at retail or directly from Ricon (technically, purchase of a license to use the Software), you shall receive unlimited access to the features of the Software for so long as Ricon supports your release of the Software. As part of your purchase of the Software, you may also be provided with certain software that, subject to the terms of this Agreement, you may store on or access via your computer. Ricon's obligations under this Section 3.1 are contingent upon you installing all updates and error corrections within thirty (30) days of their being provided to you by Ricon (or its Representatives). 

3.2 Services. Setup Service is available only to purchasers of the Software. (a) Setup Service means the initial assistance made available by Ricon (by telephone and via the studioassist.com website) to help you install the Software, set up your company file, begin to set up the software features, to start you successfully on your way with the Software, for a period based on your needs, not to exceed 30 days from product registration. (b) Update Service, which is available to all Software purchasers, means updates and error corrections made generally available to users of the Software, and possibly certain feature enhancements in Ricon's discretion, but not including new releases of the software. (c) Support Service means your unlimited access to consulting about the Software and technical support for so long as Ricon supports your release of the Software. Ricon reserves the right to limit the length of telephone calls made as part of the support service. Ricon reserves the right to require payment for services and support.

3.3 As determined by Ricon in its sole discretion, the Software and related services are provided (a) electronically via the world-wide-web and/or (b) via media (e.g. CD-ROM). You may be charged an additional fee if Ricon makes the Software and/or Service available (i) both electronically and via media and you chose media or (ii) in different media forms and you chose the form which is identified as having an additional fee. It is your sole responsibility to establish and maintain adequate access to the world-wide-web in order to receive the Service (or services related to your acquisition of the Software, if applicable) and to maintain in good working order the computer on which you will access the Service. 

3.4 In its sole discretion, Ricon may provide technical support for the current release/version of the Software and the immediately preceding release/version for a period of six (6) months following the date the subsequent release/version is made generally available to Software customers. You may access the price schedule for technical support by calling Ricon at 1-877-870-6163.

4. License Grants 

4.1 Single-User License: When you sign up for a single license of the Software, you are granted a non-exclusive, limited license for one (1) individual to access the Software on a single computer for one (1) corporate entity. You are permitted to make one (1) backup copy of the applicable Software as an archival copy. You may also use your backup copy to replace the applicable Software in the event the Software loaded on the licensed computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the Software will be subject to the terms and conditions set forth in this Agreement. You may print one (1) copy of any online user documentation in relation to the Software. 

4.2 Licenses for Multi-Users (available only for purchasers of the Software): 

4.2.1 If you want multiple users to have the ability to use the Software you have licensed, you are required to pay an additional license fee for each additional user, which will be subject to the same restrictions as the single user license. You may access the price schedule for additional user licenses by calling Ricon at 1-877-870-6163. By way of example only, if you have paid for five (5) user licenses for the Software, you are granted a limited non-exclusive license to (a) have up to five (5) individuals (who are your owners, employees, or contractors) access the Software for one (1) corporate entity; (b) download the Software on up to five (5) computers which may be used by up to five (5) individuals (who are your owners, employees, or contractors); (c) place a single copy of your Software data file for one (1) corporate entity only on a network; and (d) make up to four (4) additional copies of the printed materials provided to you by Ricon (if any) and/or print up to five (5) copies of any online user documentation in relation to the Software. 

4.2.2 Subject to the number of licenses paid for by you and the terms of this Agreement, you may have up to five (5) individuals simultaneously use the Software. Use of the Software by more than five (5) users at the same time may result in the failure of the Software, performance degradation, errors and/or loss of data, and shall be considered a material breach of this Agreement. 

4.3 Trial-User License: If you have signed up for a trial-user version of the Software, you are granted a limited non-exclusive license to use the Software so that one (1) individual may access the Software on a single computer located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad). You may print one (1) copy of any online user documentation in relation to the Software; however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Software (if any). Your trial-user license is only valid (1) for approximately thirty (30) days from installation of the Software, or (2) as otherwise may be specified on the packaging or (3) as identified when you signed up for the trial-user version of the Software. You understand that upon the expiration of your trial user license, you must purchase a license to the Software if you seek its continued use, in the absence of which, you may not be able to use/access the Software or any data you entered into the Software. 

5. License Restrictions 

5.1 The Software contains Ricon trade secrets. You may not disclose such trade secrets or decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form. 

5.2 You may not modify, adapt, translate, rent, sublicense, assign, lend, resell for profit, distribute, or network any portion of the Software, disk(s), or related materials, or create derivative works based thereon or any part thereof. 

5.3 The Software and materials provided to you are protected by Canadian and other copyright laws and international treaties. Unless expressly permitted under your applicable license grant in Section 4, any of the following actions by you, among others, would be considered violations of this Agreement. (a) Enabling others to use your Software registration or access codes, passwords, Installation Key Codes (as may be provided by Ricon), or serial number(s) (if any); (b) Making additional copies or duplicating any aspect of the Software, by any means, including electronic transmission; (c) Copying any portion of the printed materials, if any, accompanying the Software, or printing multiple copies of any user documentation; or (d) Installing the Software on computers used by individuals who do not have license grants under the Software; (e) Using the Software for more than one (1) corporate entity. 

5.4 You may not transfer or assign your right(s) in and to the Software to a third party. If you sell the computer on which the Software is installed to a third party, you must immediately delete from that computer any software provided to you as part of the Software, and any portion of such software, related materials or documentation which resides on that computer.

5.5 Mandatory Activation. You may not be able to exercise your rights to the Software under this Agreement after a finite number of product launches unless you activate your copy of the Software in the manner described during the launch sequence.

5.6 Copy Protection. The Software may include copy protection technology to prevent the unauthorized copying of the Software or may require original media for use of the Software on the computer. It is illegal to make unauthorized copies of the Software or to circumvent any copy protection technology included in the Software.

6. Limited Warranty 

6.1 Ricon warrants that all CD-Rom disk(s), diskettes or other media (collectively, "disk(s)") provided to you as part of the Software, when under normal use, shall be free from defects in material and workmanship for sixty (60) days from the date of shipment of the disk(s) to you. For disk(s) that do not operate as warranted, Ricon shall, at its option, repair/replace the disk(s) at no additional cost to you provided that you send Ricon a replacement request, the defective disk(s), and documentation evidencing the date and amount for which you purchased the Software (e.g., dated receipt, shipping invoice) under Section 3.1, prior to the expiration of the sixty (60) day warranty period. If you identify a defect after the warranty period, Ricon may make a replacement disk(s) available if you send to Ricon: your replacement request, the defective disk(s), and a cheque made payable to "Ricon Consulting Inc" in the applicable amount plus applicable tax. You can access the cost for replacement disks by calling Ricon at 1-877-870-6163. For all orders shipped within Canada, please add all applicable provincial and local sales tax as well as tax on shipping and handling based on your shipping address. Any request for the replacement of defective disk(s) (with the items identified in this Section 6.1) must be sent to Ricon as set forth at Section 9.3. 

6.2 THIS SECTION SETS FORTH RICON'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE SOFTWARE, DEFECTIVE DISKS OR APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT SERVICE PROVIDED AS PART OF OR IN CONNECTION WITH THE SOFTWARE. 

7. Limited Warranty and Disclaimers 

EXCEPT AS PROVIDED IN SECTION 6 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ANY RELATED DOCUMENTATION, MATERIALS AND TECHNICAL SUPPORT OR RELATED SERVICES PROVIDED TO YOU IN CONNECTION WITH THE SOFTWARE ARE PROVIDED "AS-IS" AND YOU ACCEPT THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RICON, ITS AFFILIATED COMPANIES, AND THEIR LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, DISK(S), RELATED DOCUMENTATION, AND OTHER MATERIALS AND TECHNICAL SUPPORT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, OR NONINFRINGEMENT. RICON DOES NOT WARRANT THAT THE SOFTWARE SHALL PERFORM ERROR FREE OR WITHOUT INTERRUPTION, OR THAT THEY ARE FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES RICON WARRANT ACCESS TO THE INTERNET OR ANY OTHER SERVICE INCLUDING THIRD PARTY SERVICES TO WHICH YOU MAY CONNECT THROUGH THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RICON AND ITS LICENSORS, THEIR RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES OR CONDITIONS, OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE IN THIS AGREEMENT. RICON MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY CONTENT, EVEN IF ACCESSED THROUGH THE SOFTWARE BY MEANS OF A LINK OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OWNERSHIP OR FUNCTIONALITY OF SUCH CONTENT. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT YOUR JURISDICTION PERMITS LIMITATIONS ON DURATION OF IMPLIED WARRANTIES, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE YOU PURCHASED THE SOFTWARE, OR TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, IF LONGER. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY ACCORDING TO JURISDICTION. 

8. Limitation of Liability and Damages 

8.1 THE ENTIRE AND SOLE LIABILITY OF RICON AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") FOR ANY REASON SHALL BE LIMITED TO: THE AMOUNT PAID BY YOU TO RICON OR ITS AUTHORIZED RESELLER FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RICON AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF RICON OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. RICON'S AND ITS REPRESENTATIVES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES FROM ANY CAUSE WHATSOEVER WILL BE LIMITED TO: THE AMOUNT PAID BY YOU FOR THE SOFTWARE TO RICON OR ITS REPRESENTATIVES. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

8.2 These limitations of damages set forth above are fundamental elements of the basis of the bargain between Ricon and you. Ricon would not be able to have provided the Software without such limitations. 

9. Notice and Returns 

9.1 Notification by Ricon to You: From time to time, Ricon may modify any term or condition of this Agreement. Ricon also may terminate this Agreement as set forth in Section 10. Ricon will notify you of such modifications or termination of this Agreement by making such notice(s) accessible on line via www.studioassist.com and the most current version of this Agreement will be accessible online at www.studioassist.com/documents/sla.pdf. In its sole discretion, Ricon may also provide notification by other means such as e-mail and post. Unless stated otherwise in this Agreement, the effective date of a modification to this Agreement shall be as specified in the applicable notice but, in no event, shall it be less than sixty (60) days from the date the notice was first made accessible at www.studioassist.com. You agree that it is your sole responsibility to routinely visit this web page for such notices and to ascertain how any modifications of this Agreement may impact your use of the Software. If you do not accept the modifications to the Agreement or an applicable price change, you may discontinue use of the Software as set forth in Section 2. Your continued use of the Software will constitute acceptance of the modifications. 

9.2 Notification by You to Ricon: Any notification to be provided by you to Ricon under this Agreement must be made by one of the following means: (a) a letter mailed to: Ricon Consulting Inc, P. O. Box 30005, 333 Mountainview Road South, Georgetown, Ontario, L7G 6J8; or (b) a telephone call to 1-877-870-6163. 

9.3 Address for Product Returns: All product returns under this Agreement must be sent via registered mail to: Ricon Consulting Inc, P. O. Box 30005, 333 Mountainview Road South, Georgetown, Ontario, L7G 6J8. 

9.4 Address for Contacting Ricon: If you have any questions concerning this Agreement, you may contact Ricon by writing to: Ricon Consulting Inc, P. O. Box 30005, 333 Mountainview Road South, Georgetown, Ontario, L7G 6J8, Attn: Legal Department. 

10. Termination 

This Agreement may be terminated by Ricon immediately and without notice if you fail to comply with any term or condition of this Agreement. Ricon may also terminate this Agreement and your rights to the Software at any time by providing you with no less than ninety (90) days notice in the manner set forth in Section 9.1. Upon such termination, you must immediately return to Ricon the Software and all other materials provided to you under this Agreement, as well as destroy any complete and partial copies of the Software, including all backup copies and all other materials provided as part of the Software. 

11. General Provisions 

In the event of a conflict between this Agreement and the software license agreement included in the manual you receive in connection with the initial shipment of Software to you, the terms and conditions of this Agreement shall control. This Agreement does not limit any rights that Ricon may have under trade secret, copyright, patent, trademark or other laws. Your breach of this Agreement may subject you to civil and criminal liability. The Representatives are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Ricon, unless such are in writing and signed by an officer of Ricon. Accordingly, such additional statements by Representatives are not binding on Ricon and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then that provision will be deemed, to the extent necessary, amended or omitted, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by Ontario law (without reference to choice of law principles), except as to copyright and trademark matters, which are covered by Canadian federal laws and international treaties. This Agreement is deemed entered into at Georgetown, Ontario, and shall be construed as to its fair meaning and not strictly for or against either party. 

12. Export Restrictions 

You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and Regulations under the Export and Import Permits Act (the "Acts") as well as by the United States Export Administration Act and Export Administration Regulations. You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside Canada or is being or will be used for any purpose prohibited by the Acts; provided, however, that any person may travel to countries not prohibited by the Acts for a period of three (3) months with the Software when it is installed on their personal computer and not otherwise used or transferred in violation of the Acts. 

13. Privacy Policy 

Ricon gathers certain end user information and personal data from its customers. Ricon adheres to all applicable laws governing the protection of any individual personal data provided to Ricon in connection with the use of Ricon products/services. Please go to www.riconconsulting.com to review Ricon's current privacy policy in full. The privacy policy is subject to change without notice. 

14. Trademarks 

Ricon and the Ricon Logo are trademarks or service marks of Ricon Consulting Inc. Studio Assist is a trademark or service mark of Ricon Consulting Inc. Any other product names, marks, symbols, trade names, company names and/or logos which appear within this product are the property of their respective owners and appear through the courtesy of such owners. Such marks are protected by Canadian law on trademark and unfair competition and may also be registered in the Canadian Intellectual Property Office and/or in the U.S. Patent and Trademark Office. 

15. Language 

It is the express wish of the parties that this agreement and all related documents are drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais. 

Copyright © 1993-2005 Ricon Consulting Inc. All rights reserved. 

http://www.riconconsulting.ca