End User License Agreements

FAMILY USERS:

Introduction

Please read the entire document carefully before completing the installation process and using the software. � By installing and/or using the software, you are confirming your acceptance of the software and agreeing to become bound by the terms of this agreement. � If you do not agree to be bound by these terms, or do not have authority to bind the Customer to these terms, then do not install and/or use the software and return the software to your place of purchase for a full refund in accordance with the place of purchase's refund policies. 
Software Description

The Software

The Software is an easy-to-use multi-function computer program with email, game, web browsing and photo viewing functionality. It is appropriate for, but not limited to, elderly, physically or mentally challenged individuals. 
The Software includes a computer software application that provides basic computer functionality and subscription services (hereinafter referred to as "the Services") for each Unit purchased, and certain limited warranties.

PointerWare Innovations Ltd. further agrees to provide the Customer with an email server, synchronization between machines and the provision of add/remove user services as the Customer may so require.

1. General Provisions about the Services

PointerWare Innovations Ltd. grants you the following rights provided that you comply with all terms and conditions of this EULA:

1.1 Installation and use. You may install, use, access, display and run one (1) copy of the Software on a single computer, such as a workstation, terminal or other device ("Workstation Computer"). The Software may not be used by more than one (1) processor at any one time on any single Workstation Computer. A license for the Software may not be accessed and used via a server or network storage device, including without limitation through Citrix and Citrix-type environments.

1.2�You agree that PointerWare Innovations Ltd. may audit your use of PointerWare Innovations Ltd. for compliance with these terms at any time, upon delivery of reasonable written notice. In the event that such audit reveals any use of PointerWare Innovations Ltd. by you other than in full compliance with the terms of this Agreement, you shall reimburse PointerWare Innovations Ltd. for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance, including, but not limited to, the original cost of the unauthorized usage.

1.3 Your license rights under this EULA are non-exclusive. ��

1.4. To function properly, a Unit must have access to the internet. It is Customer's responsibility to provide broadband (high-speed, faster than modem dial-up) access to the internet for the Unit; PointerWare Innovations Ltd. does not provide internet access, and such access is not included in the Services.

1.4 You agree that PointerWare Innovations Ltd. may disable the Free / Advertising Supported version of the Software at any time or may choose to charge a fee for continued service.

2. Warranties

For the FREE advertising supported version of Software, there is no warranty. For the MONTHLY subscription of the Software, the warranty expires at the lapse of Customer's subscription for the Services. For the YEARLY version of the Software, the warranty expire after one (1) year.

PointerWare Innovations Ltd. warrants that the Unit purchased and all components of the Software licensed or provided to Customer are free of liens and encumbrances.

If Users are unable to use the Software and access the Services due to product failure, PointerWare Innovations Ltd. will repair or replace any Unit or Software component necessary to re-enable Users' ability to use said Services.  The Customer shall have an obligation to notify PointerWare Innovations Ltd. within thirty (30) days of the discovery of such a product failure.  Should the Customer fail to notify PointerWare Innovations Ltd. within the aforementioned thirty (30) days, then the Customer's right to repair or replacement shall expire.

Except for any refund elected by PointerWare Innovations Ltd., YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet PointerWare Innovations Ltd.' Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose.

YOUR EXCLUSIVE REMEDY. PointerWare Innovations Ltd.' and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at option of PointerWare Innovations Ltd., (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and PointerWare Innovations Ltd. will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with PointerWare Innovations Ltd. Computer's warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by PointerWare Innovations Ltd. are available without proof of purchase from an authorized international source.
This warranty is voided automatically and PointerWare Innovations Ltd. has no repair or replacement responsibility if the inability of Users to use the Software and access Services is caused by:

(1) Customer's failure to follow Software maintenance guidelines and Software use instructions provided in the Manuals; or
(2) Connectivity issues at Customer's location; or
(3) Unauthorized entry into or modification of the Unit or other Software components.

Customer must pay for any Software configuration repairs requested after the warranty expires.

Disclaimers

Although PointerWare Innovations Ltd. has made every reasonable effort to ensure that the Software functions properly, PointerWare Innovations Ltd. does not warrant or promise that the Software, or any component thereof, will meet Customer's specific requirements, or that Customer's use of the Services will be uninterrupted, timely, secure, or error-free.

PointerWare Innovations Ltd. uses comprehensive security and safety protocols to maintain Software integrity and performance, and to prevent Service interruptions caused by viruses or malicious code. However, PointerWare Innovations Ltd. does not warrant that the Software or any component thereof is or will remain free of viruses or malicious code. PointerWare Innovations Ltd. assumes no responsibility, and shall not be liable, for any damages related to viruses or malicious code that infect any Software or component thereof, with the following exception: if the virus or malicious code came from PointerWare Innovations Ltd. and causes the User(s) to be unable to perform basic computer services, then PointerWare Innovations Ltd. will repair or replace the affected Software or Software components as provided in Section 3.c.

PointerWare Innovations Ltd. makes no warranty or promise that the Software will be compatible with any hardware, software, or service except those described in the Software configuration manual.

Except as expressly provided herein or in situations in which such disclaimer is prohibited by law, PointerWare Innovations Ltd. disclaims all warranties of any kind whether express, implied or statutory regarding the Software, unit, services, content or software, including any implied warranty of title, merchant ability, or non-infringement of third party rights.

Nothing in the Manual shall constitute a promise, warranty, or obligation of PointerWare Innovations Ltd. to Customer.
No oral or written information or advice given by PointerWare Innovations Ltd., its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

Term of Services Subscription, Renewal, and Termination

Customer is entitled to use the Free / Ad Supported Software indefintely or until PointerWare Innovations Ltd. terminates service or invokes a fee for use.

The Customer acknowledges that it shall not be the responsibility of PointerWare Innovations Ltd. to ensure that operating software required for the proper use of products and services provided to the Customer remain up to date so that the said products and services which may be provided to the Customer under the terms of this here agreement may properly operate.

PointerWare Innovations Ltd. reserves the right to change prices and other terms and conditions of future purchases and subscriptions upon thirty (30) days written notice being provided to the Customer. Any subscription renewal may be subject to then-existing prices, terms, and conditions.

Services may be terminated upon thirty (30) days' prior written notice to the other party, upon Customer's failure to make timely payment of subscription fees, or upon expiration of a subscription term without renewal.

Customer Obligations

Customer agrees to use and maintain the Software in accordance with the instructions and information for maintenance and use contained in the Manual.

Customer agrees to allow PointerWare Innovations Ltd. representatives reasonable access to the place where the Unit is located, and through the internet, if needed to provide repairs or to perform any other portion of this Agreement that requires a PointerWare Innovations Ltd. representative to have physical or internet access to the Unit.

Limitations on Use

Customer shall not, and shall not permit others, to sell, lease, exchange, or otherwise transfer ownership or usage rights of any Software, Content, or related Services without PointerWare Innovations Ltd.' prior written consent.

Customer shall not, and shall not permit others, to reproduce, prepare derivative works of, distribute, perform, or publicly display material copyrighted by PointerWare Innovations Ltd. or a third party without the written permission of the copyright owner. Demonstrations and group sessions performed by Customer within the community are not deemed to be public displays.

Customer shall not, and shall not permit others, to reproduce, copy, decompile, disassemble, distribute, tamper with, provide unauthorized access to, sell, rent, lease, exchange, transfer ownership of, sublicense, broadcast, publish, publicly display, modify, create a derivative work based upon, or reverse engineer Software, Content, or the PointerWare Innovations Ltd. Software.

Customer agrees to access and use the Services only with a Unit authorized to receive Services.

Title and Licenses

Ownership of and title to the Software passes to Customer upon delivery to Customer and payment to PointerWare Innovations Ltd..

Statement and Reservation of Certain Rights

Except for title to the Software, PointerWare Innovations Ltd. retains exclusive rights, copyrights, trademarks, title, ownership, and interests that it has or may obtain in and to the PointerWare Innovations Ltd. Software as a whole, Software, Content, and copies or embodiments thereof. All improvements, updates, modifications, or enhancements made, created, or developed by PointerWare Innovations Ltd. relating to or concerning the Software, Software, or Content are and shall remain PointerWare Innovations Ltd.' property.

PointerWare Innovations Ltd. has the right to change, add, update, upgrade, or remove features and functionality of Services, Software, and Content.

Third parties whose Software or Content is available to Customer through the Software retain title to and ownership of the respective Software, Content, copyrights, and trademarks.

PointerWare Innovations Ltd. may terminate the Services subscription if Customer infringes upon copyrighted material, or uses or develops any method for bypassing copyright security measures. PointerWare Innovations Ltd. reserves the right to take any other action necessary to prevent copyright infringement.

PointerWare Innovations Ltd. reserves the right to add message or advertising with the software and service.

Confidentiality and Use of Information

The Customer, by executing this agreement acknowledges that a representative of PointerWare Innovations Ltd. has informed the Customer that any information collected by PointerWare Innovations Ltd. shall be kept entirely confidential and only released with the expressed written consent of the Customer.  PointerWare Innovations Ltd. has collected the aforementioned information for the limited purposes of maintaining accurate Customer account information and to send advertising information pertaining to PointerWare Innovations Ltd. to its customers and for no other purpose.  Further, PointerWare Innovations Ltd. shall not otherwise sell, trade or share any collected confidential Customer information, specifically the Customer's contact information with any other business entity or individual except for the express purpose of the sale of the PointerWare Innovations Ltd. business and whereby the new ownership would be bound by the terms contained herein, without first obtaining the subsequent written permission of the Customer to do so.  PointerWare Innovations Ltd. further acknowledges and adheres to the terms and regulation of The Personal Information Protection and Electronic Documents Act when collecting said confidential information from its customers.

PointerWare Innovations Ltd. has the right to incorporate any suggestions that Customer offers to PointerWare Innovations Ltd. into the Software or any commercial product without compensation to Customer. It is acknowledged and agreed by the parties that Customer does not have any property rights or proprietary claim to those suggestions.
Subject to Customer's prior approval, PointerWare Innovations Ltd. has the right to use Customer's name, address, logo, testimonial, comments, opinions, or other similar information for marketing and advertising purposes.

PointerWare Innovations Ltd. and Customer acknowledge that in connection with their performance under this Agreement and use of the Software they may obtain non-public business, technical, patient/client, User, and other information. As to such information, PointerWare Innovations Ltd. and Customer agree that:

they shall keep such information confidential, 
and shall ensure that their respective employees, contractors, and agents keep such information confidential;
they shall use such information solely for the purpose of providing the best experience to the User(s), including but not limited to the sue of de-identified raw data for research and development purposes.

Limitations on Liability and Damages/Indemnification

Customer agrees that in no event will PointerWare Innovations Ltd. be liable to Customer for any lost profits, business interruption, or any indirect, consequential, special, or incidental damages arising from or relating to this Agreement, or Customer's use of the Software, Unit, Content, or Software.

Customer agrees that PointerWare Innovations Ltd.' total cumulative liability to Customer relating to this Agreement or Software use will not exceed the aggregate amount Customer pays to PointerWare Innovations Ltd. for the Unit(s), licenses, and subscription(s) for Services.

PointerWare Innovations Ltd. agrees to indemnify Customer and Customer's affiliates, communities, agents, successors, and assigns against any and all claims of third parties that arise from PointerWare Innovations Ltd.'

(1) breach of this Agreement; 
(2) violation of any proprietary rights connected to the Software, Software, or Content; 
or (3) negligence or misconduct related to the Software or provision of Services. Customer agrees to indemnify PointerWare Innovations Ltd. and PointerWare Innovations Ltd.' affiliates, agents, successors, and assigns against any and all claims of third parties that arise from Customer's 
(1) breach of this Agreement; 
(2) violation of any proprietary rights connected to the Software, Software, or Content; 
or (3) negligence or misconduct in connection with the Software or its use.

Succession and Assignment

Customer and PointerWare Innovations Ltd. agree that this Agreement shall apply to and shall be binding upon a party's successors in interest.

Customer may not sell, assign, or otherwise transfer its rights, benefits, and obligations under this Agreement without PointerWare Innovations Ltd.' prior written consent, and any attempt by Customer to do so shall be null and void. 
Customer agrees that PointerWare Innovations Ltd. may sell, assign, or transfer PointerWare Innovations Ltd.' rights, benefits, or obligations under this Agreement without Customer's consent.

Administrative Provisions

Choice of venue and law. Any legal action related to this Agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Ontario, and venue shall be exclusively in Ontario, Canada.
Merger Clause. There are no oral or written representations, understandings, or agreements that are not fully expressed in this Agreement. Only a written instrument duly executed by Customer and PointerWare Innovations Ltd. may amend this Agreement.

Severability. Customer agrees that if a Court or other competent tribunal declares any provision of this Agreement invalid, all other provisions not declared invalid shall remain in effect.

Force Majeure. No delay, failure, or omission on the part of PointerWare Innovations Ltd. to perform, or observe any of the terms and conditions of this Agreement shall give rise to any claim against or be deemed a breach of this Agreement if such delay, failure, or omission arises in whole from any cause or causes that are beyond PointerWare Innovations Ltd.' control - whether such events exist on the date of this Agreement or arise thereafter - including, without limitation: fires, explosions, or other similar property casualties;  adverse meteorological or geological conditions; acts of God; strikes, lockouts, boycotts, or other labor or industrial strife; acts of war; insurrections, riots, or other civil disturbances; epidemics; and, delays or failures of carriers.

Notice. In default of written notice of a different address to be used, notice under this Agreement is accomplished by sending the required writing to the other Party addressed to:

PointerWare Innovations Ltd.
101 College St., Suite 200
Toronto, ON, Canada
M5G 1L7

Customer, at the street address to which the Unit was delivered.

Subject to Change. For any future transactions with Customer, PointerWare Innovations Ltd. reserves the right to change this Agreement.

SENIOR LIVING FACILITY USERS:

Please Note: This basic agreement may be superseded by the EULA delivered at the time of your contract signing.

Introduction

This End-User License Agreement (or "EULA") is a legal agreement between the person, company, or organization that has licensed this software ("you" or "Customer") and PointerWare Innovations Ltd., a Canadian corporation ("PointerWare Innovations Ltd.").  By installing and using the software ("Software"), Customer accepts the software and agrees to the terms of this agreement.  
Please read the entire document carefully before completing the installation process and using the software.   By installing and/or using the software, you are confirming your acceptance of the software and agreeing to become bound by the terms of this agreement.   If you do not agree to be bound by these terms, or do not have authority to bind the Customer to these terms, then do not install and/or use the software and return the software to your place of purchase for a full refund in accordance with the place of purchase's refund policies.

Software Description

The Software

The Software, PointerWare, is an easy-to-use multi-function computer program appropriate for use by, but not limited to, the elderly, physically or mentally challenged individuals, the functionally illiterate or people for whom English is a second language.
The Software includes a computer software application that provides basic computer functionality and subscription services (hereinafter referred to as "the Services") for each Unit purchased, and certain limited warranties.

Service Description
  
PointerWare Innovations Ltd. agrees to provide the Customer with the necessary ongoing support to repair any errors in the Software provided to the Customer in the version of the Software that the Customer has purchased from PointerWare Innovations Ltd..
 
PointerWare Innovations Ltd. further agrees to provide the Customer with an email service, synchronization between machines and the provision of add/remove user services as the Customer may so require.

1. General Provisions about the Services
PointerWare Innovations Ltd. grants you the following rights provided that you comply with all terms and conditions of this EULA:

1.1 Installation and use. You may install, use, access, display and run one (1) copy of the Software on up to two computers, such as a workstation, terminal or other device ("Workstation Computer"). The Software may not be used by more than two (2) Workstation Computers. A license for the Software may not be accessed and used via a server or network storage device, including without limitation through Citrix and Citrix-type environments.

1.2 You agree that PointerWare Innovations Ltd. may audit your use of PointerWare for compliance with these terms at any time, upon delivery of reasonable written notice. In the event that such audit reveals any use of PointerWare by you other than in full compliance with the terms of this Agreement, you shall reimburse PointerWare Innovations Ltd. for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance, including, but not limited to, the original cost of the unauthorized usage.

1.3 Your license rights under this EULA are non-exclusive.

2. Warranties

All PointerWare Innovations Ltd. warranties expire after one (1) year or upon termination, end, or lapse of Customer's subscription for the Services, whichever period is shorter.

PointerWare Innovations Ltd. warrants that the Unit purchased and all components of the Software licensed or provided to Customer are free of liens and encumbrances.

YOUR EXCLUSIVE REMEDY. PointerWare Innovations Ltd.' and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at option of PointerWare Innovations Ltd., (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and PointerWare Innovations Ltd. will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with PointerWare Computer's warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by PointerWare Innovations Ltd. are available without proof of purchase from an authorized international source.

This warranty is voided automatically and PointerWare Innovations Ltd. has no repair or replacement responsibility if the inability of Users to use the Software and access Services is caused by:

(1) Customer's failure to follow Software maintenance guidelines and Software use instructions provided in the Manuals; or

(2) Connectivity issues at Customer's location; or

(3) Unauthorized entry into or modification of the Unit or other Software components.

Customer must pay for any Software configuration repairs requested after the warranty expires.

Disclaimers

PointerWare Innovations Ltd. makes no warranty or promise that the Software will be compatible with any hardware, software, or service except those described in the Software configuration manual.

Nothing in the Manual shall constitute a promise, warranty, or obligation of PointerWare Innovations Ltd. to Customer.

No oral or written information or advice given by PointerWare Innovations Ltd., its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

Term of Services Subscription, Renewal, 
and Termination

For each Unit purchased, Customer must subscribe to the Services for at least twelve (12) months, with 6 months paid in advance on the "date of signature". The subscription term begins upon delivery of the Unit to Customer. Termination of service after the minimum term must be given with at least one (1) month written (email) notice in advance. ,If not so terminated, then after the intial 12 month term, the subscription will be maintained month to month until terminated by PointerWare Innovations Ltd. or the Customer.

The Customer acknowledges that it shall not be the responsibility of PointerWare to ensure that operating software required for the proper use of products and services provided to the Customer remain up to date so that the said products and services which may be provided to the Customer under the terms of this here agreement may properly operate.

Services may be terminated upon thirty (30) days' prior written notice to the other party,  or by PointerWare upon Customer's failure to make timely payment of subscription fees, or upon expiration of a subscription term without renewal.

Customer Obligations

Customer agrees to use and maintain the Software in accordance with the instructions and information for maintenance and use contained in the Manual.

Limitations on Use

Customer shall not, and shall not permit others, to sell, lease, exchange, or otherwise transfer ownership or usage rights of any Software, or related Services without PointerWare Innovations Ltd.' prior written consent.

Customer shall not, and shall not permit others, to reproduce, prepare derivative works of, distribute, perform, or publicly display material copyrighted by PointerWare Innovations Ltd. without the written permission of the copyright owner. Demonstrations and group sessions performed by Customer within the community are not deemed to be public displays.

Customer agrees to access and use the Services only with a Unit authorized to receive Services.

No rights of resale are granted with this purchase.

Title and Licenses

Ownership of and title to the Software passes to Customer upon delivery to Customer and payment to PointerWare Innovations Ltd.. 
 Statement and Reservation of 
Certain Rights

Except for title to the Software, PointerWare Innovations Ltd. retains exclusive rights, copyrights, trademarks, title, ownership, and interests that it has or may obtain in and to the PointerWare Software as a whole, Software, its content, and copies or embodiments thereof. All improvements, updates, modifications, or enhancements made, created, or developed by PointerWare Innovations Ltd. relating to or concerning the Software, Software, or its content are and shall remain PointerWare Innovations Ltd.' property.

PointerWare Innovations Ltd. has the right to change, add, update, upgrade, or remove features and functionality of Services or Software

Third parties whose Software or Content is available to Customer through the Software retain title to and ownership of the respective Software, Content, copyrights, and trademarks.PointerWare Innovations Ltd. may terminate the Services subscription if Customer infringes upon copyrighted material, or uses or develops any method for bypassing copyright security measures. PointerWare Innovations Ltd. reserves the right to take any other action necessary to prevent copyright infringement.

PointerWare Innovations Ltd. reserves the right to add message or advertising with the software and service.

Confidentiality and Use of Information

The Customer, by executing this agreement acknowledges that a representative of PointerWare has informed the Customer that any information collected by PointerWare shall be kept entirely confidential and only released with the expressed written consent of the Customer.  PointerWare has collected the aforementioned information for the limited purposes of maintaining accurate Customer account information and to send advertising information pertaining to PointerWare to its customers and for no other purpose.  Further, PointerWare shall not otherwise sell, trade or share any collected confidential Customer information, specifically the Customer's contact information with any other business entity or individual except for the express purpose of the sale of the PointerWare business and whereby the new ownership would be bound by the terms contained herein, without first obtaining the subsequent written permission of the Customer to do so.  PointerWare further acknowledges and adheres to the terms and regulation of The Personal Information Protection and Electronic Documents Act when collecting said confidential information from its customers.

PointerWare Innovations Ltd. has the right to incorporate any suggestions that Customer offers to PointerWare Innovations Ltd. into the Software or any commercial product without subject to prior agreement of compensation to with Customer.
Subject to Customer's prior approval, PointerWare Innovations Ltd. has the right to use Customer's name, address, logo, testimonial, comments, opinions, or other similar information for marketing and advertising purposes.

Limitations on Liability and Damages/
Indemnification

Customer agrees that PointerWare Innovations Ltd.' total cumulative liability to Customer relating to this Agreement or Software use will not exceed the aggregate amount

Customer pays to PointerWare Innovations Ltd. for the Unit(s), licenses, and subscription(s) for Services.

Succession and Assignment

Customer and PointerWare Innovations Ltd. agree that this Agreement shall apply to and shall be binding upon a party's successors in interest.
Except to their respective affiliates, neither party may sell, assign, or otherwise transfer its rights, benefits, and obligations under this Agreement without the other's prior written consent.

Administrative Provisions

Merger Clause. There are no oral or written representations, understandings, or agreements that are not fully expressed in this Agreement. Only a written instrument duly executed by Customer and PointerWare Innovations Ltd. may amend this Agreement.

Severability. Customer agrees that if a Court or other competent tribunal declares any provision of this Agreement invalid, all other provisions not declared invalid shall remain in effect.

Notice. In default of written notice of a different address to be used, notice under this Agreement is accomplished by sending the required writing to the other Party addressed to:

PointerWare Innovations Ltd.
101 College St., Suite 200
Toronto, ON, Canada
M5G 1L7

Customer, at the street address to which the Unit was delivered.

Subject to Change. For any future transactions with Customer, PointerWare Innovations Ltd. reserves the right to change this Agreement.

End User License Agreements

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