These license terms and conditions (“License Terms”) are a legal agreement between The NEXT Institute Inc. (the “NEXT”) and you in connection with your download and use of the Leadership Operating System downloadable materials (the “Materials”). The Materials are available for download on the NEXT website at thenext.ca when you purchase a copy of the Leadership Operating System (LOS) box set or when you are otherwise granted access to the Materials. To download the Materials, you must first agree to these License Terms.
The License Terms are an integral part of NEXT’s website terms and conditions of use (“Website Terms”), which are available here Terms and Conditions of Use and should be read in conjunction with these License Terms.
If you do not agree to these License Terms or the Website Terms, do not download or otherwise access the Materials.
License
You may be given access to download the Materials automatically when you purchase a LOS box set or because NEXT otherwise granted you access (e.g. via download code). When you are given access to download the Materials and you agree to these License Terms, NEXT hereby grants you a non-exclusive, non-transferable, royalty-free, limited, revocable license to download, access and use the Materials solely for personal or internal business purposes (the “License”). The number of copies of the Materials that may be downloaded and the number of people who may access and use the Materials under your License are strictly limited to the number of LOS box sets that you purchase or as otherwise set out by NEXT (e.g. the number indicated when you enter your download code). When other people access and use the Materials under your License, you must ensure that only one person exercises the License rights per copy of the Materials and you are responsible and liable for ensuring that all such people comply with these License Terms.
Ownership of the Materials
NEXT reserves all rights not expressly granted to you under these License Terms. As between you and NEXT, all rights, title, and interest in and to the Materials are owned by and will remain with NEXT, except for the License granted herein. You agree not to dispute or challenge or assist any person or entity in disputing or challenging NEXT’s rights in and to the Materials.
Restrictions on Use
You agree not to (a) use the Materials in violation of any applicable laws; (b) use the Materials for commercial purposes or create products which compete directly with the Materials for commercial use; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available or use the Materials, except as expressly permitted in these License Terms; or (d) remove any intellectual property notices on the Materials.
Termination
The license granted to you under these Terms will automatically terminate in the event you do not comply with these License Terms.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless NEXT and its parent, subsidiaries, affiliates, and their respective directors, officers, members, employees, agents, service providers, contractors, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable legal fees and costs arising out of or relating to your breach of your obligations under of these License Terms and your use of the Materials, including any modifications you make to the Materials.
Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE THAT THE MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS AND NEXT AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUCCESSORS, AND ASSIGNS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE MATERIALS, AND SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL NEXT NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE MATERIALS REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT NEXT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NEXT AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUCCESSORS OR ASSIGNS RELATING TO MATERIALS WILL BE LIMITED TO ONE HUNDRED CANADIAN DOLLARS ($100.00). THESE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
Severability
Should any provision or part of any provision of these License Terms be deemed invalid by any court, that provision, or portion of the provision, shall be severed and the remaining provisions shall remain intact with the necessary amendments.
Waiver
No waiver of any term of these License Terms shall be deemed a further or continuing waiver of such term or any other term, and the failure by NEXT to assert any right or provision under these License Terms shall not constitute a waiver of such right or provision.
Governing Law
These License Terms shall be governed by the laws of the Province of Alberta, and the federal laws applicable therein. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Calgary, Alberta, Canada, and you hereby submit to the personal jurisdiction of such courts.
Entire Agreement
These License Terms and the Website Terms constitute the entire understanding between you and NEXT with respect to the Materials and supersedes all other agreements, whether written or oral, between you and NEXT regarding the Materials.