NewViews Software and Data Hosting Service Agreement
1. The terms and conditions described in this document (the “Agreement”) represent the complete agreement and understanding between Q.W. Page Associates Inc. (hereinafter referred to as QWPAGE or ‘we’) and the person or organization who uses any of QWPAGE’s software products and/or services (hereinafter referred to as the Customer or ‘you’). This Agreement governs the use of NewViews 2 Accounting Software and NewViews for Non-Profit Housing Software (collectively referred to as “NewViews Software”) and the Data Hosting Service (if applicable) by the Customer. By using NewViews Software and/or the Data Hosting Service, you agree to comply with all the terms and conditions set out in this document.
2. Review this Agreement carefully and in full. By indicating acceptance electronically, or by installing, accessing or using NewViews Software and/or the Data Hosting Service, you agree to comply with these terms and conditions. If you do not accept this Agreement, you may not use NewViews Software or the Data Hosting Service.
3. We reserve the right to change this Agreement at any time or to impose new conditions including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately, with or without notice by us. The most recent version of this Agreement will be posted on our website at com. It is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this Agreement as you will be deemed to accept all changes if you continue to access and use NewViews Software and/or the Data Hosting Service.
License Grant and Registration
4. You may download NewViews Software from newviews.com in order to evaluate it and to explore it and its capabilities, subject to the terms of this agreement. By downloading, installing, copying or otherwise using NewViews Software, you are confirming that you have read and understood this agreement, and that you agree to be bound by, and to comply with, its terms. If you do not agree with the terms of this agreement, and to be bound by and to comply with such terms, do not download, install, copy or otherwise use NewViews Software.
5. Although complete and fully functional in all respects, NewViews Software, unless and until it is registered, is only licensed for evaluation purposes and limited use, and no licence is sold, or any other licence granted, without registration. The continued use of unregistered NewViews Software will cause it to reach an Evaluation Limit with respect to the number of operations that can be performed, and the unregistered NewViews Software will then function in read only mode.
6. If you wish to purchase a licence, and to continue to use NewViews Software with any number of existing and future databases, you must register with QWPAGE. Registration will release NewViews Software from the Evaluation Limit. When purchasing a licence, you must register with QWPAGE:
a. the NewViews Software
b. each computer on which NewViews Software is installed, and
c. each computer from which NewViews Software can be accessed.
Registration with QWPAGE grants you a licence to use the NewViews Software subject to the terms of this agreement.
Delivery of Software and Software Updates
7. NewViews Software will be deemed delivered on the date that QWPAGE makes the program available for download. It is your sole responsibility to establish and maintain adequate internet access in order to download NewViews Software, as well as ensure that the computer on which NewViews Software is to be installed is in good working order and meets the minimum required specifications described on our website (https://newviews.com/newviews/system-requirements/).
8. We reserve the right to change any aspect of NewViews Software, in whole or in part, at any time.
9. As long as your NewViews Update Plan remains active, paid and in good standing, you are entitled to receive updates and enhancements for NewViews Software, if and when they become available. If the term of your Update Plan expires or is terminated for any reason, you will no longer be authorized to receive or install such updates and enhancements.
10. NewViews Software is protected by copyright, trade secret and other intellectual property laws. You are only granted certain limited rights to install and use NewViews Software, and QWPAGE reserves all other rights in NewViews Software not granted to you in writing. As long as you meet all applicable payment obligations and comply with this Agreement, QWPAGE grants you a limited, nonexclusive, non-transferable, revocable license to use NewViews Software for the purposes described by QWPAGE for NewViews Software.
11. You confirm and acknowledge that QWPAGE retains title to, and all rights and interest in,
a. NewViews Software,
b. the intellectual property in NewViews Software,
c. all confidential information relating to, and all trade secrets contained in, NewViews Software,
d. any and all related documentation and support material, and
e. the NewViews, NV, and NV2 trade marks, and the use of such trade marks in connection with any combination of letters, numbers or symbols.
12. You acknowledge and agree that NewViews Software is licensed, not sold. You agree you will not:
a. Use NewViews Software for any purpose other than its intended purpose or to create other software or works;
b. Install and/or use registered NewViews Software on any computer which has not been registered with QWPAGE for NewViews Software;
c. Access registered NewViews Software from any computer which has not been registered with QWPAGE for NewViews Software;
d. Sell, trade, transfer or sublicense your license for NewViews Software to any other party;
e. Permit any third party to benefit from the use or functionality of NewViews Software via a rental, lease, timesharing, service bureau, file-sharing or application hosting service, or other arrangement, without express written permission from QWPAGE;
f. Reproduce, duplicate or copy NewViews software for any purpose, other than for backup purposes;
g. Translate, adapt, decompile, disassemble, reverse-engineer, or otherwise modify NewViews Software;
h. Attempt unauthorized access to any other QWPAGE systems that are not part of NewViews Software;
i. Produce, advertise or market any derivative works, add-ons, etc. based on or for NewViews Software without the express prior written consent of QWPAGE;
j. Use any of the NewViews, NV and NV2 trade marks, separately or together in connection with any combination of letters, numbers or symbols.
13. In a multi-user environment, you are responsible for ensuring that all users comply fully with the terms of the subscription plan license.
NEWVIEWS DATA HOSTING SERVICE
Availability of Service
14. Our Data Hosting Service is provided on the basis of, and is subject to service, facility and equipment availability. We reserve the right not to provide this Service where necessary facilities, equipment or services are not available for any reason whatsoever.
NewViews Server Registration and NewViews Data Files
15. Your Data Hosting Service Plan requires you to purchase and Install NewViews Software on each computer that will be accessing the NewViews Data Files on the NewViews Server.
16. QWPAGE will install one or more NewViews Servers (in accordance with the details of your Data Hosting Service Plan), which will be registered to you by QWPAGE. You agree to keep your registration information accurate, complete and current with QWPAGE.
17. You may create and manage any number of NewViews Data Files on the NewViews Server; additional charges may apply for multiple NewViews Data Files. There are limits on the number of users who may use NewViews Software to access the NewViews Data Files on the NewViews Server, as determined by the number of Remote Workstation Accesses included with your Data Hosting Service Plan.
18. As long as your Data Hosting Service Plan remains active, paid and in good standing, you are entitled to receive updates and enhancements for NewViews Software, if and when they become available. If the term of your Plan expires or is terminated for any reason, you will no longer be authorized to receive or install such updates and enhancements.
19. If and when you connect to the internet and use NewViews Software and the Data Hosting Service, QWPAGE may require you to install software updates. Updates may sometimes include bug fixes or other important or critical patches. You are required to install all updates promptly to ensure full functionality of NewViews Software.
Provision of Data Hosting Service and Data Backups
20. QWPAGE maintains control and ownership of any IP numbers or addresses that may be assigned to you for your use of the Data Hosting Service. We also reserve the right to change or remove any IP numbers or addresses at any time. Customers may only use the assigned IP numbers or addresses as permitted by QWPAGE for the Data Hosting Service during the term of this Agreement.
21. You are solely responsible for all data and content created, imported, modified or stored through your use of NewViews Software and the Data Hosting Service. Regular backups will be made on all servers. However, QWPAGE shall have no liability for loss of data in connection with your use of the Data Hosting Service. It is the Customer’s responsibility to use the NewViews File>Download command at least every thirty (30) days to retrieve backups of hosted data, verify those backups and store them securely.
22. The Data Hosting Service will be provided using commercially reasonable efforts and skill and for 24 hours a day, 7 days a week, at all times subject to restrictions resulting from third parties (whether as a result of their action or inaction). Where QWPAGE supplies the Data Hosting Service in connection with services or goods supplied by a third party, QWPAGE does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise.
23. We may suspend the Data Hosting Service at any time for any duration of time, without penalty or liability to ourselves, where necessary. You agree that it may be necessary for us to temporarily suspend our Data Hosting Service for technical reasons or to maintain our network, equipment or facilities, including (i) planned downtime (for which we shall give at least 8 hours electronic notice and which shall be scheduled to the extent practical during weekend hours between 6 pm Friday and 3 am Monday Eastern Standard time), and (ii) any unavailability caused by a Force Majeure Event.
Ownership of Hosted Data
24. All NewViews Data Files hosted by QWPAGE are treated as private and solely the property of the Customer at all times. Information will not be duplicated, copied, reproduced or viewed publicly in any way except with express or implied permission of the Customer and/or for the purposes of QWPAGE’s backup routines and/or providing the Customer with support services.
25. QWPAGE will not retain hosted data beyond the latter of either the end of the backup retention period (90 days) for said data or the termination of the last account associated with said data.
26. You are solely responsible for ensuring that your login information is utilized only by you and your authorized users. Your responsibility includes ensuring the secrecy and strength of your passwords. QWPAGE shall have no liability resulting from the unauthorized use of your login information. If you use weak passwords or do not change your passwords frequently, you increase the risk of your passwords being discovered by unauthorized parties. If login information is lost, stolen, or used by unauthorized parities, it is your responsibility to notify QWPAGE to request that login information be reset or unauthorized access otherwise prevented. QWPAGE will use all reasonable efforts to effect such requests as soon as practical after their receipt.
Data Hosting Service Plan Fees, Invoicing and Payment Terms
27. Current subscription fees for the NewViews Data Hosting Service are made available on our website (https://newviews.com/data-hosting/) and are subject to change without notice. You are responsible for paying all fees associated with your Data Hosting Service plan, and for ensuring that all your contact and payment information is accurate, current and complete.
28. The following terms apply, unless QWPAGE notifies you otherwise in writing:
a. Payment of fees must be made by credit card (Visa, Mastercard, American Express or Discover), bank transfer (only available on approval) or other method at QWPAGE’s sole discretion.
b. Fees for the plan are payable in advance at the start of each billing cycle and will be billed to you in Canadian dollars.
c. Your billing cycle commences on the day your order is placed and automatically renews monthly. You will be invoiced for the month and are responsible for paying any applicable provincial and federal taxes. Invoice inquiries and disputes must be brought to QWPAGE’s attention within 30 days of the invoice date; failure to do so will be deemed to be an admission that the entire contents of the invoice are accurate.
d. Prior to activation of the plan and at any applicable time thereafter, you authorize QWPAGE to charge the credit card provided by you, or transfer funds from the bank account provided by you, for the amount of the fees due for the plan ordered. You further authorize QWPAGE to perform like transactions for all subsequent billing periods. It is your responsibility to provide QWPAGE with up-to-date credit card or bank transfer information that is sufficient to pay all fees due to QWPAGE when those payments are due.
e. QWPAGE will suspend the plan – and your access to the Data Hosting Service – if fees are not paid for promptly. Should the plan be suspended, the full amount outstanding must be received as cleared funds before the plan is re-activated.
f. QWPAGE will automatically continue to renew your plan at the applicable rate, unless the plan is cancelled or terminated under this Agreement.
g. You may notify us at any time to cancel your plan. To help minimize the potential for unwanted renewal charges, you should notify us of your desire to cancel your plan at least five (5) business days prior to the beginning of the next billing cycle. No refunds will be given for partial billing cycles or any initial setup fees.
29. Additional cancellation or renewal terms may be provided to you on our website.
ADDITIONAL CUSTOMER RESPONSIBILITIES
30. You acknowledge that any data entry, conversion, storage or backup procedure is subject to human and machine errors, omissions, improper manipulation, delays and losses, whether deliberate, negligent or accidental. This includes, but is not limited to, the inadvertent loss of data which may result in loss or damage to you, and which loss or damage may also result from your reliance on such defective or altered data. QWPAGE shall not be liable for any such errors, manipulations, omissions, delays, losses or reliance, or for any loss or damage arising therefrom or thereby. You shall be responsible for adopting appropriate measures to prevent, and limit the impact of, such problems, including verifying the integrity of backup data, safeguarding backup data, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, and reconstructing data.
Help and Support
31. QWPAGE offers technical support and customer service for NewViews Software, which may be provided over the telephone (with or without remote desktop access) and/or via email. An active Support Plan for NewViews Software, paid and in good standing, is required for access to QWPAGE technical support services. The terms and conditions governing the provision of technical support services are subject to change. Please consult our website for the most up-to-date information relating to technical support and any related fees.
32. QWPAGE is not in the business of providing professional advice, including legal, financial, accounting, tax or other professional services or advice. Information or services provided or made available to you by QWPAGE through, or in connection with using NewViews Software, neither furnishes nor constitutes legal or professional services or advice. This includes any information regarding tax tables or local, governmental or other taxes. Consult the services of a competent professional when you need this type of assistance.
33. QWPAGE may be required to send you communications about NewViews Software. You agree that QWPAGE may send these communications to you via email.
34. From time to time, we may offer you other services, products or promotions provided by QWPAGE. You grant QWPAGE permission to use information about your business and experience to help us determine other products and services you might be interested in.
35. You agree that your use of NewViews Software and/or the Data Hosting Service will comply with all applicable laws, regulations and ordinances, and that you will not use NewViews Software and/or the Data Hosting Service in furtherance of criminal, fraudulent or other unlawful activity. You assume total responsibility and risk for you and your authorized users’ use of NewViews Software and/or the Data Hosting Service.
36. You agree not to use NewViews Software and/or the Data Hosting Service, nor permit any third party to use NewViews Software and/or the Data Hosting Service, to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, provincial, federal or foreign law;
b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
c. Unsolicited commercial communications or spam;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
37. We strictly enforce a zero-spam tolerance policy. Spam abuse includes, but is not limited to, bulk email originating from our Data Hosting Service servers (if applicable) that is mass distributed to unknown recipients soliciting products or services. Spam violations will result in immediate subscription plan suspension.
PRIVACY AND CONFIDENTIALITY
40. QWPAGE will make every reasonable effort to maintain the confidentiality of hosted data (if applicable). These efforts include but are not limited to username-based authentication and user rights restriction. QWPAGE will provide access to your hosted data only to those users you authorize (by username) and to QWPAGE support personnel. QWPAGE will not disclose hosted data to any other party except as required by law.
TERMINATION OF SERVICE
41. QWPAGE reserves the right to terminate your registration, licences, Data Hosting Service Plan (if applicable) and/or this Agreement immediately and without notice for cause in the event that you fail to comply with any of the terms of conditions laid out in the Agreement. We may, at our sole discretion, suspend the Data Hosting Service Plan in lieu of terminating this Agreement while we investigate the alleged breach of the Agreement.
42. Upon such termination, you must immediately delete NewViews Software from all the computers on which it is installed, as well as destroy any complete and partial copies of NewViews Software, including all backup copies.
43. If you are dissatisfied with NewViews Software and/or the Data Hosting Service, or with any of the terms, conditions, rules, policies, guidelines or practices associated with using NewViews Software or the Data Hosting Service, your sole and exclusive remedy is to cancel your Data Hosting plan (if applicable) in accordance with the terms outlined in this Agreement.
DISCLAIMER OF WARRANTIES
44. Your use of NewViews Software and/or the Data Hosting Service is entirely at your own risk. NewViews Software and the Data Hosting Service, and all related documentation, material and services, including payroll tax tables and related features, are provided on an ‘as is’ and ‘as available’ basis, without warranty of any kind, express or implied. The entire risk of the quality and functionality of same, or arising out of the use or performance of same, if any, remains solely with you. Without in any way limiting the foregoing provisions, you are solely responsible for selecting the software required to achieve any intended results, and for the installation and use of, and results obtained from, NewViews Software and/or the Data Hosting Service. QWPAGE makes no warranty as to the quality, functionality or performance of NewViews Software or the Data Hosting Service, or that same will be free of errors, bugs, viruses, or from interruptions or other failures, or that the NewViews Software or the Data Hosting Service will satisfy your specific requirements.
45. To the maximum extent permitted by applicable law, QWPAGE excludes and disclaims, in respect of NewViews Software and the Data Hosting Service, and all related documentation, material and services, including payroll tax tables and related features, all warranties and conditions, whether express, implied or statutory, including, but not limited to, any possibly applicable implied warranties or conditions of merchantability, fitness for a particular purpose, lack of bugs and viruses, accuracy or completeness of responses or results, and negligence or lack of workmanlike effort. In respect of NewViews Software and all related documentation, material and services, including payroll tax tables and related features, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement.
LIMITATION OF LIABILITY
46. The entire and sole liability of QWPAGE for any reason shall be limited in accordance with this section of the Agreement and any other applicable provisions contained in the Agreement. This includes, without limitation, any representation or warranty with respect to the network transmission capacity of any carriers used by us or the quality of NewViews Software or the Data Hosting Service. Neither we nor our suppliers warrant that access to NewViews Software or the Data Hosting Service will be uninterrupted or error free. Without limiting the generality of the foregoing, we and our suppliers, and our respective directors, officers and employees (collectively, in this paragraph, ‘Q.W. Page Associates Inc.’), are not responsible or liable to you or third parties for any claim, loss, damages, liability or expenses you or others may suffer or incur as a result of, arising out of, or in any way connected with NewViews Software or the Data Hosting Service, any use of it or interruption in it, or our equipment, whether through act or omission, negligence or otherwise, and whether direct or indirect.
47. We shall not bear any liability whatsoever for suspensions of your access to NewViews Software and/or the Data Hosting Service. This includes suspension or termination of your registrations, licenses and/or Data Hosting Service Plan pursuant to the terms of this agreement, your inability to access NewViews Software or the Data Hosting Service, or suspension or termination of your access to NewViews Software or the Data Hosting Service for any other reason at our sole discretion.
48. Under no circumstances and under no legal theory, whether in tort, contract or otherwise, shall QWPAGE be liable to anyone or any entity for any direct, indirect, special, incidental or consequential damages of any character whatsoever. This includes, without limitation, damages for loss of profits, loss of goodwill, loss of confidential or other information, business interruption, work stoppage, computer failure or malfunction, personal injury or death, loss of privacy, failure to comply any duty, including a duty of good faith or reasonable care, negligence (whether active or passive), and for any other pecuniary or other loss whatsoever arising out of, in connection with, or in any way related to the use of, or inability to use, NewViews Software or the Data Hosting Service and all related documentation, material or services. QWPAGE shall not be liable to anyone or any entity under, or in connection with, any provision of this Agreement, even in the event or on the basis of fault, tort (including negligence and gross negligence), strict liability, product liability, breach of contract, or breach of warranty, of or by QWPAGE, its directors, officers, employees, agents and representatives, and even if QWPAGE has been given notice or advised of the possibility of such damages. In no event and under no circumstances will you claim from QWPAGE, or will QWPAGE be liable for, any damages in excess of the total amount paid by you to QWPAGE for licences, documentation, materials and other services. With respect to the Data Hosting Service, n no event and under no circumstances will you claim from QWPAGE, or will QWPAGE be liable for, any damages in excess of the Data Hosting Service Plan paid for, or prorated to correspond to, one (1) month prior to such claim.
49. You agree to defend, indemnify and hold harmless QWPAGE and its directors, officers, employees, affiliates, agents and representatives from and against all claims, costs (including all legal fees and costs), judgments and any and all other expenses arising out of, in connection with or on account of, your downloading, installing, using, etc. NewViews Software and/or the Data Hosting Service, or your failure to comply with the terms of this Agreement.
50. Either party to this agreement shall be excused from any delay or failure in performance caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
GOVERNING LANGUAGE AND LAWS
51. You agree that:
a. this Agreement, and all related documents, are to be drawn up in English,
b. all matters relating to this Agreement and NewViews Software and/or the Data Hosting Service are to be dealt with and transacted in English,
c. this Agreement, and any and all relationships and transactions between QWPAGE and you, are governed exclusively by the laws of Canada and the Province of Ontario, and that
d. this restriction cannot be varied or not applied because of any principle of law, including those relating to the conflicts of law,
e. only the courts of the Province of Ontario and Canada have jurisdiction in respect of any disputes relating in any way to this Agreement and NewViews Software and the Data Hosting Service,
f. you will not seek, or permit, laws and courts of any other state or country to take or have jurisdiction in respect of such matters.
52. QWPAGE may require you, at its sole and unfettered option, to submit any dispute or claim about any matter relating in any way to this Agreement, NewViews Software and/or the Data Hosting Service, or QWPAGE, to arbitration. Any such dispute or claim shall then be dealt with and disposed of through arbitration, pursuant to the laws of the Province of Ontario applicable thereto.
53. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby, and the unenforceable provision may be severed from the Agreement without affecting the validity or enforceability of the remaining provisions of the Agreement.
54. You shall not assign or transfer your rights or obligations hereunder or otherwise in respect of NewViews Software and/or the Data Hosting Service without our prior written consent. We reserve the right to assign our rights and obligations under this Agreement to a third-party in connection with a merger, consolidation, sale of our assets or corporate re-organization.
55. These terms and conditions represent the complete agreement and understanding between QWPAGE and the Customer with respect to a NewViews Software and/or the Data Hosting Service and supersedes any other written or oral agreement. QWPAGE shall not be bound by or liable for any oral or written representations or warranties made with respect to NewViews Software and/or the Data Hosting Service, or any other related product or service, by anyone, including any employees, agents, representatives, authorized distributors or resellers or their respective agents, employees or representatives.
Updated March 31, 2020