Measurement Data Collection System (MDCS)
NOTICE: CAREFULLY READ THIS LICENSE BEFORE INSTALLING OR USING THIS SOFTWARE. BY DOWNLOADING THIS SOFTWARE YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS LICENSE AND REPRESENT THAT YOU HAVE THE AUTHORITY TO ACCEPT THEM. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE CANCEL OR CLOSE THE INSTALLATION IMMEDIATELY.
TERMS AND CONDITIONS
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. This License Agreement (the "Agreement") is a legal contract between you, your employer (collectively, "You") and Westcoast Energy Inc., doing business as Enbridge with respect to the license of all versions of the Measurement Data Collection System software provided under this Agreement, including all associated documentation (collectively, the "Product").
1. LICENSE TO USE: Enbridge hereby grants to You a personal, perpetual (unless terminated as set forth herein), non-exclusive, non-transferable, free of charge, license to use the Product solely for purposes of complying with the Measurement Policy (as hereinafter defined), including data collection in connection with such policy, on the terms and conditions contained in this Agreement. You may:
(a) Install and run the Product (b)
2. RESTRICTIONS: You acknowledge and agree that You shall not, and shall not authorize any third party to:
(a) make copies of the Product
(b) make the Product, or any part thereof, available over the Internet or similar networking technology;
(c) modify, decompile, adapt, disassemble, translate into another computer language, create derivative works of, or otherwise reverse engineer the Product, or disclose any trade secrets relating to the Product;
(d) license, sublicense, distribute, sell, lease, transfer, assign, trade, rent or publish the Product or any part thereof and/or copies thereof, to any third party;
(e) use the Product to collect or process any data other than data in respect of Enbridge customers for which you are otherwise authorized to collect or process; (f) use, without its express permission, the name of Enbridge, Enbridge or Westcoast Energy Inc.
3. INTELLECTUAL PROPERTY RIGHTS: The Product is licensed, not sold. All patents, copyrights, trade secrets, service marks, trademarks and other proprietary rights in or related to the Product and any improvements, modifications and enhancements thereof are and will remain the exclusive property of Enbridge or its licensors. You acknowledge that no term of this Agreement will be construed to convey title in any part of the Product to you. You agree that You will not, either during or after the termination of this Agreement, contest or challenge the title to or the intellectual property rights of Enbridge or its licensors in the Product or any portion thereof. This Agreement does not grant you any rights in connection with any trademarks, service marks or trade names of Enbridge or its affiliated or related entities.
4. CONFIDENTIALITY: You acknowledge that the Product is and incorporates confidential and proprietary information developed, acquired by or licensed to Enbridge. You will take all reasonable precautions necessary to safeguard the confidentiality of the Product, and will not disclose any information about the Product to any other person without Enbridge's prior written consent. You will not allow the removal or defacement of any confidential or proprietary notice placed on the Product. You acknowledge that any breach of this Section 4 will cause irreparable harm to Enbridge and its licensors.
5. PRIVACY: You hereby consent to Your contact information and any other personally identifiable information that You provide to Enbridge being disclosed to and maintained and used by Enbridge and Enbridge's business partners for the purposes of (i) managing and developing our respective businesses and operations; (ii) marketing products and services to You; and (iii) developing new and enhancing existing products. You further agree that Enbridge may provide this information to other persons as required to satisfy any legal (including regulatory) requirements and to any person that acquires some or all of the assets of Enbridge. Where any of the personally identifiable information that You provide to Enbridge is in respect of individuals other than Yourself then You represent and warrant to Enbridge that You have obtained all necessary consents and authorizations from such individuals in order to comply with this Section.
6. NO WARRANTIES: This Product is provided to You by Enbridge in order to assist You to comply with the Measurement Policy. The Product is provided to you on an "as is" basis without warranty of any kind. No warranty, representation or condition either express or implied, including without limitation, any implied warranty or condition of merchantability, non-infringement, performance, durability or fitness for a particular purpose or use shall apply. Enbridge does not warrant that the Product will operate on a continuous or trouble free basis.
7. LIMITATION OF LIABILITY: In no event shall Enbridge be liable for any loss of data or damage to hardware or software from use of the Product, whether arising directly or indirectly, or any other indirect, incidental, consequential, or special damages, including without limitation any damages for lost profits or business interruption, regardless of whether Enbridge has been advised of the possibility of such damage. Except to the extent that the laws of a competent jurisdiction require liabilities beyond and despite these limitations, exclusions and disclaimers, these limitations, exclusions and disclaimers shall apply whether an action, claim or demand arises from a breach of warranty or condition, breach of contract, negligence, strict liability or any other kind of civil or statutory liability connected with or arising from this Agreement. You agree that the foregoing disclaimer of warranties and limitation of liability are fair in light of the nature of the rights granted herein and the free of charge nature of the Product. Where the laws of a competent jurisdiction require liabilities beyond and despite the above limitations, exclusions and disclaimers, then, to the maximum extent permitted by applicable law, in no event shall the aggregate liability of Enbridge to You arising, for any reason whatsoever, in connection with this Agreement exceed CDN$100.
8. INDEMNITY: You will indemnify, defend and hold harmless Enbridge, its directors, officers, employees and agents from and against any and all liability, loss, damage, action, claim or expense (including legal fees and costs) in connection with any claim, suit, action, demand or judgement (collectively, "Claim") arising out of, connected with, resulting from, or sustained as a result of Your use of the Product or Your breach of the terms and conditions of this Agreement, including without limitation, any Claim relating to infringement of Enbridge's intellectual property rights or the intellectual property rights of any third party. No remedy herein conferred upon Enbridge is intended to be, nor will it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies will be cumulative.
9. SUPPORT AND MAINTENANCE: You acknowledge and agree that, unless and to the extent expressly agreed by Enbridge in a separate written document, the Product is provided to You without any support or maintenance from Enbridge and, for greater certainty, Enbridge shall have no obligation to issue any update or upgrade to any Product. If Enbridge provides You with updates to the Product, any such updates will be considered part of the Product and subject to the terms and conditions of this Agreement unless specifically addressed in a separate written agreement.
10. TERM: This Agreement is effective until terminated. You may terminate this Agreement at any time by ceasing use of the Product and destroying or deleting any copies of the Product. This Agreement will terminate immediately without notice from Enbridge if You fail to comply with any provision of this Agreement. Enbridge may terminate this Agreement at any time upon notice to you where Enbridge determines, in its sole discretion, that any continued use of the Product could infringe the rights of any third parties. Upon termination of this Agreement, and in any event upon Enbridge delivering You notice of termination, You shall immediately purge all Products from Your computer system(s) and return to Enbridge all copies of the Product that are in Your possession or control. On any termination of this Agreement Sections 3, 4, 5, 6, 7, 8, 9, 13 and 14 shall survive such termination.
11. EXPORT LAWS: The Product and technical data delivered under this Agreement are subject to Canadian export control laws (including, without limitation, regulations, orders and other export restrictions imposed by the Government of Canada) and may be subject to export or import laws in other countries. You agree to comply strictly with all such laws and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery of the Product to You.
12. USE OF PRODUCT: You acknowledge and agree that you will be responsible for all costs, charges and taxes (where applicable) arising out of Your use of the Product. You acknowledge that You are responsible for supplying any hardware or software necessary to use the Product pursuant to this Agreement.
13. GENERAL PROVISIONS:
(a) This Agreement will be governed by the laws of the Province of Alberta, and the laws of Canada applicable therein, excluding any rules of private international law that lead to the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply to this Agreement. The courts of the Province of Alberta shall have non-exclusive jurisdiction to hear any matter arising in connection with this Agreement.
(b) USE OF THE PRODUCT IS PROHIBITED IN ANY JURISDICTION WHICH DOES NOT GIVE EFFECT TO THE TERMS OF THIS AGREEMENT.
(c) You agree that no joint venture, partnership, employment, consulting or agency relationship exists between You and Enbridge as a result of this Agreement or Your use of the Product.
(d) This Agreement is the entire Agreement between You and Enbridge relating to this subject matter. The terms of this Agreement will prevail notwithstanding any different, conflicting, or additional terms that may appear in any other document. You will not contest the validity of this Agreement merely because it may be in electronic form. No modification of this Agreement will be binding, unless in writing and accepted by an authorized representative of each party.
(e) The provisions of this Agreement are severable in that if any provision in the Agreement is determined to be invalid or unenforceable under any controlling body of law, that will not affect the validity or enforceability of the remaining provisions of the Agreement.
(f) You may not assign this Agreement or any of Your rights or obligations hereunder without Enbridge's prior written consent. Enbridge, at its sole discretion, may assign this Agreement without notice to You.
If you have any questions about the Product please contact Enbridge at:
MDCS System Requirements: