This software license agreement (the “Agreement”) sets forth the terms and conditions of the license to Intelligence illuxi (the “Licensed Software”) and is a binding contract between You or the entity You represent (“You”) and Intelligence illuxi (“illuxi”).
Please read the following license carefully, before (i) download the licensed Software from an authorized website, or (ii) access the Licensed Software. You agree that You have read and understood this License Agreement and You agree to abide by its terms and conditions. If You do not agree to the terms of this Agreement, You must not download or access the Licensed Software.
1. LICENSING
The Licensed Software must be used with the illuxi Platform (the Hosted Service). Illuxi hereby grants You a non-exclusive, non-transferable license to use the Licensed Software, including the user documentation and updates to which You are entitled as part of Your subscription to the Hosted Service. You agree that You must have a valid subscription to the Hosted Service in order to use the Licensed Software and that You may not use the Licensed Software if the subscription to the Hosted Service expires or otherwise terminates.
2. THIRD PARTY PRODUCTS
The Licensed Software may contain software from third-party vendors. Without limiting the applicability of the other provisions of this Agreement, You agree that (a) title to third-party software included in the Licensed Software is owned by the third-party providers of such software; and (b) You will not distribute any third party software available in the Licensed Software unless otherwise specified in the license terms of such third party software.
3. FILES AND FOLDERS
In order to use the Licensed Software as part of the Hosted Service, illuxi will need your permission to synchronize and store your files or data. Accordingly, You hereby authorize the Hosted Service to access the files stored on Your computer, in the folder You have chosen, through the Licensed Software.
4. RESTRICTIONS ON USE
In addition to all other terms of this Agreement, You shall not:
- use the Licensed Software other than with the Hosted Service;
- remove all copyright, trademark or other proprietary notices from the Licensed Software or copies thereof;
- create copies, except for a backup or archival copy for temporary emergency purposes;
- rent, lease, license or distribute the Licensed Software or any part thereof in a stand-alone form or as part of your application;
- modify or enhance the licensed software;
- reverse engineer, decompile or disassemble the licensed Software;
- use the Licensed Software to publish or transmit any text, graphics or materials that are invasive of another’s privacy, false, misleading or otherwise likely to infringe the copyright of others or to encourage bigotry, racism, intolerance, hatred or violence towards any person or group;
- attempt to probe, scan or test the vulnerability of any system or network;
- use the Licensed Software to transmit viruses, worms or malicious content; and
- create a load on servers and other iluxi resources by using the licensed Software to transmit files between computers.
5. TECHNICAL SUPPORT
You are entitled to technical support for the Licensed Software as part of your subscription to the Hosted Service.
6. COLLECTION OF USAGE INFORMATION
illuxi collects information relating to your use of the Licensed Software, such as license information, type of installation, configuration of the system on which the Licensed Software is installed, statistics relating to product uptime, and frequency of use of various features of the Licensed Software (“Usage Details”). illuxi will disclose data collected about your use of the Licensed Software upon your request.
7. OWNERSHIP AND INTELLECTUAL PROPERTY
illuxi owns all right, title and interest in the Licensed Software. illuxi expressly reserves all rights not granted to You under this Agreement, including the right to discontinue or not publish any Software, and to change the prices, features, capabilities, functions, license terms, publication dates, general availability or characteristics of the licensed Software. The Software is provided only under license and is not sold to You by illuxi.
8. CONFIDENTIALITY
The Licensed Software contains proprietary information of illuxi. You agree to take all reasonable steps to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms of this Agreement to persons employed by You who come into contact with or access the Licensed Software and to take all reasonable steps to ensure that such persons comply with these terms, including, without limitation, not knowingly permitting such persons to use any portion of the Licensed Software for any purpose not permitted under this Agreement.
10. DISCLAIMER OF WARRANTY
illuxi does not warrant that the Licensed Software will be error-free. Except as otherwise provided in this Agreement, the Licensed Software is provided “as is” without warranty of any kind, including the implied warranties of merchantability and fitness for a particular purpose, and without warranty as to the performance or results you may obtain by using the Licensed Software. You are responsible for determining the suitability of using the Licensed Software, and You assume all risks associated with its use, including but not limited to the risk of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
11. LIMITATION OF LIABILITY
In no event will illuxi be liable to you or any third party for any special, incidental, indirect, punitive, consequential or punitive damages for lost profits, business interruption or loss of business information arising out of the use of or inability to use the program, or any claim by a third party, even if illuxi has been advised of the possibility of such damages. illuxi’s entire liability for its obligations under this Agreement or the Licensed Software will not exceed the subscription fee You paid for the Hosted Service.
12. INDEMNIFICATION
Illuxi agrees to indemnify and defend You against any claim, action or proceeding arising out of a claim that the Licensed Software infringes or violates any valid Canadian law, copyright or trade secret of any third party, provided that You (i) promptly notify illuxi in writing of such complaint; (ii) cooperate with illuxi in the defense and/or settlement thereof, at illuxi’s expense, and (iii) authorize illuxi to conduct the defense and all settlement negotiations. The foregoing constitutes illuxi’s sole obligation to You and Your sole and exclusive remedy under this Agreement for infringement of intellectual property.
illuxi has no obligation to indemnify any alleged infringement resulting or alleged to result from (i) any combination, operation or use of the Licensed Software with any program or equipment not provided by illuxi, (ii) any modification of the Licensed Software by a third party other than illuxi, and (iii) your failure within a reasonable time to implement any replacement or modification of the Licensed Software provided by illuxi.
13. TERMINATION
This Agreement terminates at the same time as your subscription to the Hosted Service. You may terminate it at any time by destroying or returning to illuxi all copies of the Licensed Software in your possession. illuxi may terminate the Agreement upon breach of the Agreement or the terms and conditions of the Hosted Service by You and following Your failure to resolve such breach after thirty (30) days’ notice. Upon termination, You shall destroy or return to illuxi all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, disclaimer of warranty and limitation of liability shall survive termination of this Agreement.
14. GENERAL
This Agreement shall be governed by and construed in accordance with the laws of Canada (Province of Quebec), excluding its conflict of law provisions. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements or understandings between the parties. Any waiver or modification of this Agreement shall be effective only when in writing and signed by both parties to this Agreement. If any part of this Agreement is held invalid or unenforceable, the remaining terms shall be construed to reasonably reflect the intent of both parties.