LICENSE AGREEMENT

IMPORTANT! CAREFULLY READ ALL THE TERMS OF THIS AGREEMENT BEFORE USING THE SOFTWARE PROGRAM. IF YOU AGREE TO BE BOUND BY THE TERMS IN THIS AGREEMENT, CLICK ON THE "AGREE" BUTTON AT THE END OF THIS AGREEMENT. CLICKING THE "AGREE" BUTTON AND USING THE SOFTWARE PROGRAM INDICATES YOUR ACCEPTANCE OF THESE TERMS IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, CLICK THE "DISAGREE" BUTTON AND STOP USING THE SOFTWARE PROGRAM.

The Tax Network Corporation (TNC) has developed the software program entitled "PayHelp" (“The Software"). The Software includes several third party components licensed from their respective owners (Providers). The Software is intended to provide you assistance with Canadian Payroll matters (employee and subcontractor payroll; EI and CPP calculations; payments to WSIB; preparation and printing of T4 and T5018 forms and other reports).
  1. License. The Software contains valuable trade secrets, proprietary accounting methods and confidential information belonging to TNC and is protected by copyright, including, without limitation, international treaty provisions, and the applicable laws of the country in which it is being used. TNC grants to you a non-exclusive and non-transferable license for the Software. The license authorizes you to use The Software in object code format on any machine located in Canada only for your own use.

  2. Ownership, Training, Maintenance. Except for the third party components, which are owned by Providers, TNC retains at all times all ownership rights, including, without limitation, copyright, in The Software. You agree not to copy The Software and not to disclose or distribute The Software to third parties. You can direct third parties to TNC for the purpose of obtaining their own copy of The Software. You agree not to re-configure, modify, translate, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine the source code from The Software or create any derivative works based upon The Software. Neither TNC nor Providers have any obligations to provide any training, maintenance, or other assistance for The Software. TNC may at its discretion offer support to you. TNC assumes no obligation for that assistance and may discontinue it at any time at its discretion.

  3. Exclusion of Warranties and Limitation of Liability. YOU ACCEPT THE SOFTWARE "AS IS" AND ASSUME THE ENTIRE RISK FOR THE PERFORMANCE OF THE SOFTWARE AND THE RESULTS PRODUCED BY THE SOFTWARE. YOU AGREE THAT NEITHER TNC NOR PROVIDERS GRANT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, FOR THE SOFTWARE AND ANY DOCUMENTATION FOR THE SOFTWARE. BECAUSE TNC IS NOT IN THE BUSINESS OF SELLING SOFTWARE TO THIRD PARTIES AND TNC IS PROVIDING THE SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ASSUME THE ENTIRE RISK FOR ITS USE, IT IS REASONABLE FOR TNC TO LIMIT ITS EXPOSURE OR EXPOSURE OF PROVIDERS TO DAMAGES. NEITHER TNC NOR PROVIDERS WILL BE LIABLE TO YOU FOR ANY DAMAGES, UNDER THIS AGREEMENT OR OTHERWISE. TNC AND PROVIDERS WILL IN NO EVENT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS AND ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, AND FOR CLAIMS BY THIRD PARTIES AGAINST YOU. THESE PROVISIONS APPLY EVEN IF TNC OR PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF THESE DAMAGES AND IRRESPECTIVE OF THE CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT AND NEGLIGENCE.

  4. THIRD PARTY COMMUNICATION. TNC warrants full confidentiality of data submitted by the user and will maintain full protection to user's data information. At the same time, you authorize TNC communicate to you any matters related to the software, new releases or any other changes as, in the opinion of TNC, is beneficial to the user. The software contains module which monitor and validate the license key and other non-proprietary data and by accepting this agreement you authorize TNC to maintain the above tasks.

  5. Termination; General. TNC may end this agreement at any time at its sole discretion on 10 days notice. On the ending of this agreement you will destroy all copies of The Software or any documentation for it in your possession (except documents, generated by The Software). This agreement is the entire agreement between the parties on its subject matter and may not be assigned by you.

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