Thank you for your interest in testing and evaluating the Québec Payroll Tax Library Trial Version Software (hereinafter, "QPTL Software"). By using this QPTL Software you agree to be bound by the following terms and conditions (the "Terms and Conditions").

The QPTL Software is made available to you by Middle Earth Technologies Ltd. ("MET"), a Canadian company incorporated in the Province of British Columbia. The QPTL Software is for your non-commercial trial use only. This means that you may use it at work, home or school, for testing and evaluation purposes, but you MAY NOT:

If you wish to license the QPTL Software for commercial use, you must subscribe to and pay for one of our commercial QPTL Developer Library licences available for purchase on our website.

MET is in the business of, among other things, compiling and licensing the QPTL Software, a library of Québec payroll tax withholding calculation functions which can be used with or incorporated into accounting and/or payroll-related software and/or services.  You wish to test and evaluate the QPTL Software for possible use in connection with your software and services.

 

1. MET grants you a non-exclusive and non-transferable license to incorporate the QPTL Software in your software on a trial basis for testing and evaluation purposes only. You will not decompile or attempt to reverse engineer the QPTL Software or comprehensively copy the QPTL Software or data from the QPTL Software. You will not sell the QPTL Software or data therein independently from the software incorporating the QPTL Software.
2. You acknowledge and agree that the QPTL Software, including all alterations, modifications and improvements, is owned by MET.
3. The term of this Trial is 90 days from receipt and acceptance by MET of your subscription form submitted on our website, indicating your acceptance of this agreement.
4. Although MET exercises reasonable diligence in compiling and checking the information included in the QPTL Software, MET MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. THE QPTL SOFTWARE IS PROVIDED "AS IS". MET SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED REGARDING THE QPTL SOFTWARE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU WILL INCLUDE THE FOREGOING DISCLAIMERS OF WARRANTY IN ANY CONTRACT OR LICENSE WITH ALL USERS OF THE SOFTWARE INCORPORATING THE QPTL SOFTWARE. You will indemnify, defend, and hold MET harmless from any claim by a third party relating to the information and material obtained from MET. In no event will MET be liable for any incidental, consequential, or punitive damages of yours, regardless of the form of action or claim by you.
5. You also acknowledge and agree to the MET Site Terms, which includes our Privacy Policy and Electronic Communications Delivery Policy.
6. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, CANADA. Any dispute between the parties arising out of or related to this Agreement will be resolved by arbitration in accordance with the Arbitration Rules of the Province of British Columbia. The decision and award of the arbitrators will be final and binding and the award so rendered may be entered in any court having jurisdiction of the matter. All fees and expenses of the arbitrator(s) and all other expenses of the arbitration will be borne by the parties to such arbitration in the manner determined by the arbitrator(s).
7. Notices. All notices and communications under this Agreement will be in writing and will be delivered in person, sent by overnight delivery, or sent by facsimile to the address set forth in your subscription form, if sent to you, or to the address set forth on our website, if sent to us, or to any other address, as such party will designate in a written notice to the other party hereto. All notices sent pursuant to the terms of this section will be deemed received if personally delivered, then on the date of delivery, if by overnight delivery or facsimile, on the following business day.
8. Relationship of the Parties. Nothing contained herein will be deemed to create a partnership, joint venture, agency or employment relationship between the parties hereto. Neither party is authorized to enter into any contract or commitments on behalf of the other, or assume any obligation for, or otherwise bind the other party financially or otherwise, nor will it represent that it has such authority.
9. Assignment. The terms, provisions and conditions of this Agreement will be binding upon and inure to the benefit of the parties hereto, their respective nominees, successors, assigns and legal representatives. You may assign this Agreement to any affiliate or parent corporation, provided, however, that such assignee agrees to be bound by the provisions of this Agreement and assume the obligations of this Agreement, and further provided, that you will guarantee the performance of such assignee. You will not otherwise assign or transfer this Agreement without the written consent of MET.
10. Waiver. None of the terms of this Agreement will be deemed to be waived or modified except by an express Agreement in writing by both parties. The failure of a party hereto in enforcing any of its rights under this Agreement will not be deemed a continuing waiver or modification by such party of any of its rights under this Agreement. 
11. Severability. If any provision of this Agreement is for any reason declared to be invalid, the validity of the remaining provisions will not be affected thereby.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. No change, addition or amendment will be made except by written document signed by the parties hereto.