Last updated : 2020/01/30
The following Terms of Service apply to ERPsim Participant Account holders.
- 1. ALLOWED USES
- 2. ROYALTY FREE
- 3. TERM
- 4. INTELLECTUAL PROPERTY RIGHTS
- 5. TECHNICAL SUPPORT
- 6. RESTRICTIONS
- 7. END-USER RESPONSIBILITIES
- 8. DISCONTINUANCE OF SERVICES
- 9. DEFAULT AND TERMINATION
- 10. INDEMNIFICATION
- 11. WARRANTY DISCLAIMER
- 12. DISCLAIMER OF LIABILITY
- 13. ASSIGNMENT
- 14. SUCCESSORS AND ASSIGNS
- 15. NOTICE
- 16. GOVERNING LAW AND JURISDICTION
- 17. INVALIDITY OF PROVISIONS
- 18. WAIVER
- 19. FORCE MAJEURE
- 20. ENTIRE AGREEMENT
- 21. ENFORCEMENT OF ONLINE VERSION
- 22. LANGUAGES
Terms of Services
HEC MONTREAL (“HEC”) PROVIDES TO YOU THE ERP SIMULATION GAME SOFTWARE ("ERPSIM") AND THE SERVICES OF ITS WEB PORTAL ONLY UPON THE CONDITION THAT YOU (AS THE “END-USER”) ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.
PLEASE READ CAREFULLY THE PRESENT TERMS OF THIS END-USER AGREEMENT WHICH CONTAINS IMPORTANT PROVISIONS REGARDING YOUR RESPONSIBILITIES AND OBLIGATIONS, IN PARTICULAR THE PROVISIONS RELATING TO THE TERM (SECTION 3), RESTRICTIONS (SECTION 6), END-USER RESPONSIBILITIES (SECTION 7), INDEMNIFICATION (SECTION 10), WARRANTY DISCLAIMER (SECTION 11), DISCLAIMER OF LIABILITY (SECTION 12).
BY REGISTERING YOURSELF ON HEC’S WEB PORTAL, YOU ACCEPT THE TERMS OF THIS AGREEMENT AND YOU MUST INDICATE YOUR ACCEPTANCE BY CHECKING "I HEREBY AGREE ON THE TERMS AND CONDITIONS STATED ABOVE". IF YOU ARE NOT WILLING TO BE BOUND BY THOSE TERMS, YOU ARE NOT AUTHORIZED TO USE ANY SERVICE OF HEC’S WEB PORTAL FOR WHATEVER PURPOSE AND YOU MUST CANCEL THIS REGISTRATION PROCESS BY CLOSING YOUR WEB BROWSER OR NAVIGATING AWAY FROM THIS PAGE.
THE TERMS OF THIS END-USER AGREEMENT MAY BE MODIFIED FROM TIME TO TIME, IN WHOLE OR IN PART, AT HEC’S SOLE DISCRETION. HEC WILL MAKE AVAILABLE ON ITS WEB PORTAL SUCH FUTURE MODIFICATION IN AN ONLINE SCREEN ALLOWING REVIEW OF ITS TERMS AND ACCEPTANCE BY END-USER. HEC WILL ALSO NOTIFY THE END-USER OF THE NEW MODIFICATION TO THE AGREEMENT ON THE HOMEPAGE OF ITS WEB PORTAL FOR A TERM OF THIRTY (30) DAYS. THE ACCEPTANCE OF THE MODIFICATION BY CLICKING ON THE ACCEPTANCE BUTTON AND YOUR SUBSEQUENT USE OF THE WEB PORTAL WILL BE DEEMED YOUR ACCEPTATION TO SUCH MODIFICATIONS.
IN CASE YOU DO NOT AGREE TO SAID MODIFICATIONS OR YOU ARE NOT SATISFIED WITH THE CONTENT OF THE WEB PORTAL OR ANY DECISION OR POLICY TAKEN BY HEC IN THE EXPLOITATION OF THE WEB PORTAL, YOUR ONLY RECOURSE IS TO TERMINATE THIS END-USER AGREEMENT BY GIVING A NOTICE TO HEC BY ELECTRONIC MAIL AND TO STOP USING THE HEC’S WEB PORTAL, WITHOUT ANY LIABILITY OF HEC TOWARDS YOU OR ANY THIRD PARTY, INCLUDING THE INSTITUTION YOU ARE ATTENDING.
1. ALLOWED USES
Subject to compliance with all the terms and conditions of this Agreement, HEC grants to End-User a non-exclusive and non-transferable license to access to ERPsim via an authorized HEC’s hosting center and to use ERPsim and the services of HEC’s web portal for the Term of the present Agreement under the following conditions:
- that such use shall be for academic and research purposes only, excluding any form of commercial activities resulting from the use of ERPsim;
- that End-User purchased the ERPsim simulator usage license prior participating to any ERPsim game session.
- End-User is not authorized to sublicense to third party any rights of use granted hereby.
- HEC specifically reserves all rights in ERPsim and in the services of its web portal which are not expressly granted to End-User under this Agreement.
2. ROYALTY FREE
- No royalty or compensation of any kind is payable by End-User to HEC for access and use of ERPsim and the web portal services, except for End-User’s purchase of the ERPsim simulator usage license.
- Notwithstanding the foregoing, HEC reserves its discretion to charge subscription fees to End-User in the future if deemed necessary to ensure the continued development and support of its simulation software, ERPsim.
- The rights granted by HEC to End-User are only valid for the term of the course attended by End-User in which ERPsim will be used under the supervision of a faculty member having subscribed to Licensor’s Faculty Member End-User license agreement.
4. INTELLECTUAL PROPERTY RIGHTS
- All components of ERPsim and the content of HEC’s web portal are protected by copyrights and all other intellectual property rights and End-User acknowledges that the present agreement does not provide End-User with any titles, interests, ownership or intellectual property rights regarding ERPsim nor in any of its future improvements, modifications, updates, upgrades or releases nor in the content of HEC’s web portal.
- Any comments, suggestions, voluntary feedbacks from End-User that may lead to improvements, modifications, updates, upgrades or releases in ERPsim or in the services of the web portal will not provide any title, interest or ownership or intellectual property rights of any kind to End-User and may be used, disclosed, reproduced, licensed, distributed and exploited by HEC without obligation or restriction of any kind.
5. TECHNICAL SUPPORT
- HEC will not, at any time, for any reason, make any technical support assistance available to student member as End-User.
- End-User is not authorized to have access to the source code of ERPsim for the purpose for this Agreement. Consequently, End-User is prohibited to decompile, disassemble, reverse engineer or otherwise attempt to obtain or modify the source code of ERPsim.
- End-User is prohibited to modify, incorporate or translate any components of ERPsim or information obtained from HEC’s web portal or the ERPsim Participants’ Guide or any other material provided by HEC in order to create any new literary work, software or other type of material derived from same.
- Any infringement to any of the provision herein above will result in automatic cancellation of the present Agreement, without prejudice to any other HEC’s legal remedies.
7. END-USER RESPONSIBILITIES
- As an essential consideration for the rights granted by HEC, End-User represents to be a listed Student Member of the Institution declared in its registration form and that he is attending the course in which ERPsim will be used under the supervision of a faculty member having subscribed to Licensor’s Faculty Member End-User license agreement.
- End-User undertakes to notify HEC if he is no longer attending the course referred above or the Institution declared in its registration on the web portal, in order that HEC may close End-User’s account. End-User commits to HEC that he will not attempt to access ERPsim or the services of the web portal in case of loss of qualification as stated above.
- In order to participate to an ERPsim game session, End-User must have previously registered and accepted the terms and conditions of the Student Member End-User License on HEC’s web portal.
- After completing the registration process, End-User will receive a personal access code. End-User is responsible to maintain the confidentiality of its access code and will assume the entire responsibility of any activity that could be generated under its account. End-User undertakes to immediately inform HEC of any unauthorized use of its access code or any security breach. HEC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO END-USER OR ANY THIRD PARTY, INCLUDING THE INSTITUTION HE IS ATTENDING, RESULTING FROM LOSS OF CONFIDENTIALITY OF END-USER’S ACCESS CODE OR ANY UNAUTHORIZED USE OF END-USER’S ACCOUNT.
- End-User acknowledges that he is sole responsible for the quality, reliability and lawfulness of any content, information or message he submits while using the services offered on the web portal. HEC is not responsible to monitor End-User’s content or to detect errors or inaccuracies which maybe included.
- End-User undertakes not to transmit on HEC’s web portal any inappropriate, offensive, threatening or malicious content or in breach of third party’s rights. In addition to its right to cancel to present agreement, HEC retains its right to remove any End-User’s content infringing with the present Agreement or which may expose HEC to any legal liability or which, in HEC’s discretion, is judged inadequate or in breach of third party’s rights.
- In such event, HEC shall not be liable for any damages regarding the End-User or any third party, including the Institution he is attending, if HEC decides to terminate or to restrict End-User’s access to the HEC’s web portal.
- End-User warrants that he is the owner or holds the necessary titles on all content, information or message that he submits on the web portal services. End-User hereby grants to HEC a non-exclusive license to reproduce and diffuse any content, information or message that he submits via the web portal services.
- HEC reserves the right to disclose any End-User’s information it believes in good faith necessary i) to meet any legal requirements or judicial proceedings ii) to enforce this End-User Agreement iii) to protect the rights of other users.
8. DISCONTINUANCE OF SERVICES
- HEC reserves its right to modify or discontinue in whole or in part, temporarily or permanently, any service offered on its web portal or may decide to terminate and retrieve ERPsim from any HEC’s authorized hosting centers upon a prior written notice of forty-eight (48) hours to the faculty member teaching the course in which ERPsim is used under Licensor’s Faculty Member End-User license agreement, such notification shall be considered binding and enforceable to End-User.
- HEC SHALL NOT BE LIABLE TOWARDS END-USER OR TOWARDS ANY THIRD PARTY, INCLUDING THE INSTITUTION HE IS ATTENDING, OF ANY DAMAGES OR LOSSES RESULTING FROM THE EXERCISE OF HEC’S RIGHT TO MODIFY OR DISCONTINUE ERPSIM OR ANY SERVICE ON ITS WEB PORTAL.
9. DEFAULT AND TERMINATION
- In the event that End-User fails to comply with the terms of this End-User Agreement and without prejudice to HEC’s rights to injunctive remedy, the present agreement shall be cancelled by HEC on simple notice to End-User, without further formalities. In such case, HEC may deactivate and retrieve any information or file related to the End-User’s account and refuse future access to such file or any services of the web portal. END-USER ACKNOWLEDGES AND AGREES THAT HEC SHALL IN NO WAY BE LIABLE TOWARDS END-USER OR ANY THIRD PARTY, INCLUDING THE INSTITUTION HE IS ATTENDING, FOR DAMAGES AND LOSSES RELATING TO THE CANCELLATION OF THIS END-USER AGREEMENT OR THE REFUSAL OF ACCESS TO ERPSIM OR HEC’S WEB PORTAL.
- End-User hereby agrees to keep harmless HEC, its officers, directors and employees, researchers, representatives and agents of any claim or action from any third party, including the Institution to whom he is accredited, as well as damages, fees, expenses including reasonable attorneys fees, relating to the violation of this End-User agreement by End-User itself or by others using End-User’s account or relating to End-User’s behaviour on HEC’s web portal.
11. WARRANTY DISCLAIMER
- END-USER EXPRESSLY ACKNOWLEDGES THAT ALL USE OF THE SERVICES OF THE WEB PORTAL AND THE USE OF ERPSIM ARE AT ITS OWN RISKS. ALL SERVICES OF THE WEB PORTAL AND USE OF ERPSIM ARE MADE AVAILABLE “AS IS” AND “WHEN AVAILABLE”. HEC GIVES NO CONVENTIONAL OR LEGAL WARRANTY OF ANY NATURE, EXPRESS OR IMPLICIT, ON THE CONTENT OR ANY OTHER ELEMENT RELATED TO THE WEB PORTAL OR RELATED TO ERPSIM, INCLUDING NO WARRANTY OF MARKET QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
- HEC MAKES NO REPRESENTATION NOR WARRANTY TO END-USER I) THAT THE SERVICES OFFERED ON THE WEB PORTAL OR THE USE OF ERPSIM OR THEIR PERFORMANCE WILL MEET ITS REQUIREMENTS II) THAT THE SERVICES ON THE WEB PORTAL OR THE USE OF ERPSIM WILL NOT BE INTERRUPTED, AVAILABLE, SECURE OR FREE FROM ERRORS III) THAT THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SERVICES ON THE WEB PORTAL OR THE USE OF ERPSIM WILL BE ADEQUATE, COMPLETE AND RELIABLE, IV) AND THAT ANY PROGRAMMING ERROR WILL BE CORRECTED.
- Without limiting the foregoing, HEC’s web portal may refer by hyperlink to third party’s works, products or other elements and their content are made available “AS IS” for information purposes to End-User, including the lnstitution he is attending. HEC CANNOT GUARANTEE THAT THEIR CONTENT IS FREE FROM ERRORS OR OMISSIONS NOR CAN GUARANTEE ITS EXACTITUDE, COMPLETENESS, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR PURPOSE NOR CAN PROVIDE ANY GUARANTEE OF NO COUNTERFEITING TO ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT OR REGARDING THE PROTECTION OF END-USER CONFIDENTIAL INFORMATION OR PRIVACY.
- CONSEQUENTLY, END-USER ACKNOWLEDGES USING THE WEB PORTAL AT “ITS OWN RISKS“ AND THOSE OF ITS INSTITUTION HE IS ATTENDING. END-USER IS SOLE RESPONSIBLE FOR EVALUATING THE USEFULNESS, RELIABILITY AND EXACTITUDE OF THE INFORMATION TRANSMITTED VIA THE SERVICES OF THE WEB PORTAL OR ANY OTHER WEBSITE THAT END-USER MAY BE REFERENCED TO, BEING EXPRESSLY AGREED THAT HEC HAS NOT APPROVED AND SHALL NOT BE LIABLE FOR THE CONTENT OR AVAILABILITY OF ANY OTHER REFERENCED WEBSITE INCLUDING DAMAGES OR LOSSES RESULTING FROM THE USE OF SUCH WEBSITE.
- HEC GIVES NO WARRANTY NOR ASSUMES ANY RESPONSIBILITY RESULTING FROM ANY BREACH OF CONFIDENTIALITY, LOSS OR DATA ALTERATION TRANSMITTED ON A PUBLIC NETWORK AS INTERNET.
- HEC GIVES NO WARRANTY NOR ASSUMES ANY RESPONSIBILITY RESULTING FROM THE UNAVAILABILITY TO USE ERPSIM OR OTHER SERVICES FROM ANY HEC’S AUTHORIZED HOSTING CENTERS.
- END-USER IS SOLE RESPONSIBLE TO TAKE ALL REASONABLE AND PROTECTIVE MEANS TO AVOID THE TRANSMISSION OF VIRUS, WORMS OR DISABLING DEVICES RESULTING FROM THE USE OF HOSTING CENTERS’ SERVICES OR FROM THIRD PARTY WEBSITE THAT MAY BE REFERENCED BY HEC’S WEB PORTAL, BEING AGREED THAT HEC MAY NOT GUARANTEE THAT THE HEC’S AUTHORIZED HOSTING CENTER’S SERVICES OR REFERENCE WEBSITES ARE FREE OF DISABLING DEVICES AND HEC SHALL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES OR LOSSES TO END-USER’S COMPUTER SYSTEM OR ANY THIRD PARTY, INCLUDING THE INSTITUTION HE IS ATTENDING.
- NO NOTICE, ADVICE OR VERBAL OR WRITTEN REPRESENTATION THAT END-USER MAY RECEIVE FROM HEC, ITS EMPLOYEES, RESEARCHERS, REPRESENTATIVES AND AGENTS MAY CONSTITUTE A SUPPLEMENTARY GUARANTEE TO THE TERMS AND CONDITIONS SET FORTH IN THE PRESENT AGREEMENT.
12. DISCLAIMER OF LIABILITY
- HEC, ITS OFFICERS, DIRECTORS, EMPLOYEES, RESEARCHERS, REPRESENTATIVES AND AGENTS SHALL NOT BE LIABLE, BY CONTRACT OR BY STATUTE, TOWARDS END-USER OR ANY OTHER THIRD PARTY, FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, DATA LOSS AND OTHER INTANGIBLE GOODS, EXPENSES FOR THE RETRIEVAL AND REPLACEMENT OF GOODS AND SERVICES INCLUDING DATA LOSS OR DAMAGES TO THE COMPUTER SYSTEM OF END-USER OR THE INSTITUTION HE IS ATTENDING, EVEN IF HEC MAY HAVE BEEN INFORMED OF THE POSSIBILITY THAT SUCH DAMAGES EXISTED AND WOULD RESULT FROM i) THE INEXACTITUDE OF INFORMATION AND ELEMENTS MENTIONNED ON THE WEB PORTAL OR ANY DEFECTS OR ERRONEOUS RESULTS RESULTING FROM ERPSIM ii) ANY DELAY RELATED TO THE USE OF THE SERVICES OF THE WEB PORTAL OR THE USE OF ERPSIM OR THE IMPOSSIBILITY TO USE THEM, ii) AN INVALID DESTINATION OF A MESSAGE, TRANSMISSION ERRORS OR UNAUTHORIZED ACCESS, LOSS OR ALTERATION OF DATA, iv) DEFAMATORY OR OFFENDING DECLARATION OF ANY THIRD PARTY IN THE CONTEXT OF ITS USE OF THE WEB PORTAL SERVICES.
- END-USER EXPRESSLY AGREES THAT HEC SHALL NOT BE LIABLE TO END-USER AND ITS INSTITUTION HE IS ATTENDING FOR ANY DAMAGES REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, IN EXCESS OF THE AMOUNT OF ONE HUNDRED CANADIAN DOLLARS ($50 CDN). END-USER AGREES THAT THE FOREGOING PROVISION STATES END-USER'S EXCLUSIVE REMEDIES FOR ANY CAUSE OF ACTION RELATED TO THE PRESENT AGREEMENT.
- End-User is prohibited to assign to any third party in whole or in part any rights resulting from the present agreement. Any assignment of rights by End-User infringing the present terms of the Agreement is void, unenforceable to HEC and will terminate the present Agreement.
- HEC is entitled to assign at its sole discretion any of its rights under the present agreement to any third party and the assignee will be entitled to any HEC rights, privileges or recourses resulting from the present agreement. HEC will notify the faculty member teaching the course in which ERPsim will be used under Licensor’s Faculty Member End-User license agreement, such notification shall be considered binding and enforceable to End-User within thirty (30) days following any such assignment.
14. SUCCESSORS AND ASSIGNS
- The present agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.
- Any notice to be given between the parties shall be in writing and such notice shall be validly sent by electronic mail to the coordinates of the End-User as declared in its registration form and to HEC as indicated on its web portal. End-User undertakes to update its email address and modify its registration form in due time in order that HEC maintain adequate record under its account.
- Any notice shall be deemed received by the other party within forty-eight (48) hours of its sending.
16. GOVERNING LAW AND JURISDICTION
- The present agreement shall be governed and construed by the laws of the Province of Quebec and by the Laws of Canada applicable therein. This End-User agreement is not subject nor should it be interpreted as being subject to the United Nations convention on contracts for the international sale of goods. The Parties hereby irrevocably submit any litigation arising out from this End-User agreement to the jurisdiction of the Courts of the Province of Quebec in the judicial district of Montreal, Canada.
17. INVALIDITY OF PROVISIONS
- If any part of this agreement shall be declared by a Court of competent jurisdiction to be invalid, illegal or unenforceable, such declaration shall not affect the validity of any of the remaining provisions which remaining provisions shall remain in full force and effect.
- If one party omits to take advantage any of its rights resulting from the present agreement, such omission shall not be construed as a waiver or a modification to the rights granted herein; each party shall be able to bring proceedings within the delays prescribed by law, to enforce its rights.
19. FORCE MAJEURE
- Neither party shall be considered in default regarding any failure or delay for the performance of its obligations hereunder caused by circumstances beyond their reasonable control or in case of “force majeure”. “Force majeure” means any cause independent of the will of the parties and against which they had no control upon including, without limitation, acts of God, war, riots, acts of terrorism, governmental regulations or controls, fire, flood, labour disputes, unavailability or breakdown of communications means or services, including but not limited to Internet, telephone, cable access or power breakdowns and other similar event. In the event of such delay and if the obligation postponed may still be reasonably resumed, performance date shall be appropriately adjusted between the parties.
20. ENTIRE AGREEMENT
- This End-User agreement contains the entire understanding of the parties. There are no representations, warranties, promises, covenants of understandings, oral or otherwise, other than those herein contained.
21. ENFORCEMENT OF ONLINE VERSION
- End-User acknowledges that this online agreement has the same effect and same value as if it were signed on a paper version. A printed version of this online End-User agreement or any notice sent by electronic mail shall be admissible in litigation as any other business document of the enterprise or register generally kept in paper format.
- The parties hereto confirm that it is their wish that this agreement be drawn up in English. Les parties aux présentes confirment leur volonté que cette Convention soit rédigée en anglais.