END USER LICENSE AGREEMENT (EULA)
Effective January 1, 2019
THIS END USER LICENSE AGREEMENT (“EULA”) APPLIES TO THE SOFTWARE THAT MAY BE AVAILABLE AT YOUR SERVICE AS A SERVICE OF PYRABBLE (THE “SOFTWARE”) AND GOVERNANCE OF YOUR USE OF THIS SOFTWARE IN ALL CASES. AS USED HEREIN, THE TERMS “COMPANY”, “US” AND “OUR” MEAN PYRABBLE INC., WITH THE ADDRESS PROVIDED BELOW. AS USED HEREIN, THE TERMS “LICENSEE”, “YOU” AND “YOUR” MEANS INDIVIDUAL USING THE SOFTWARE.
SECTION 1. THIS EULA ENGAGE YOU • (a) Before you can use the software, you must accept this EULA. If you do not agree to be bound by this EULA, you are prohibited from using the Software and / or Services (as defined below) if you do not agree to the terms of this EULA and you are bound by these terms. Your rights to download, access and use the Software and all services available through the Software are governed by this EULA. Please read this entire EULA and familiarize yourself with its terms before using the software. • (b) Your use of the Software, Services or any part of any of them, or clicking a button indicating your consent to be bound by the terms of this EULA constitutes your acceptance of this EULA for all purposes. Except for software or services made available to you under any other agreement, this EULA governs your use of the Software and any Content (as defined below), websites and products set forth herein available to you as part of your use of the software (hereinafter, the “Services”).SECTION 2. USE OF OUR SOFTWARE AND SERVICES• (a) You agree never to (i) adapt, translate, create derivative works, modify or integrate the software and / or services with any other service or product; (ii) modify, obscure or delete, obscure or modify any copyright notice or other proprietary notice on the Software and / or Services or any related documentation; (iii) reverse engineer, decompile, disassemble or otherwise attempt to access the source code of the Software, except as permitted by applicable law; and / or (iv) use separate components of the software on different computers. • (b) You agree never to interfere with or disrupt the proper operation of the software and / or services, including any technologies, equipment, servers and network infrastructure related to the Software and / or Services. • (c) Your use of the Software and Services must at all times be in accordance with all applicable laws, rules and regulations and this EULA, as well as all applicable policies and practices applicable to such software and services in any country where you access or use the software and services, such as data export laws and software.
• (d) Any breach of your obligations under this EULA You will be solely responsible for any breach of your obligations under this EULA. The Company disclaims any liability to you or any third party for your violation of this EULA. SECTION 3. LICENSE • The Company hereby grants you a personal, without copyright, non-assignable and non-exclusive license to use the Software and Services, subject at all times to the limitations, prohibitions, and restrictions set forth herein and only allows you to use the software and services in a manner consistent with this EULA. You may not sell, trade, or resell the Software or the Services in any way, including, without limitation, any use in a Service Desk, an Application Service Provider environment, or any other agreements of time sharing. Your use of the software and services is limited to your personal use and you may only access them on your personal computer, laptop, desktop computer, and / or handheld device. You may not assign, sublicense, transfer, hypothecate or grant a security interest in your rights to use the Software and / or Services in accordance with this EULA. SECTION 4. MODIFICATIONS AND UPDATES OF THE SOFTWARE AND SERVICES. • (a) The Company may terminate or suspend (permanently or temporarily) the provision of the Software and / or Services or any aspect thereof, at any time and for any reason upon its sole determination, with or without notice. Your ability to access the software, services, any content, files and / or information, including your account information, that was previously available to you will no longer be available to you if the Company chooses to exercise that right. You consent to this right in all circumstances without claiming damages or otherwise. At any time without notice to the Company, you may stop using the software and / or the software. • (b) You acknowledge and agree that the Company reserves the right, at any time, to modify and update the software and / or services without notice. Your sole right is to discontinue use of the Software and Services and your continued use of the Software and / or Services after such updating or modification will serve as your continued acceptance of this EULA. • (c) In some cases, we may partner with third parties to provide all or part of the software and / or services (each a “Company Partner”). Each partner of the Company is a third party beneficiary of this EULA, having full authority to exercise the rights of the Company under this EULA against you. • (d) We reserve the right, in our sole discretion, to have the software automatically download and install updates from time to time. You agree to receive such updates (and allow the company to provide such updates) in connection with your use of the software and services. Such updates may improve, enhance, and / or further develop the software and / or services, including updates to correct bugs, enhanced features, new software modules, and completely new versions.
SECTION 5. CONTENT POLICY • (a) The content (as defined below) made available through the software and services belongs to the party that provided it and remains solely responsible in all respects for that content. For the purposes of this EULA, “Content” means any content and information, including but not limited to text, files, chat, content, data, music, audio files, sounds, photographs, graphics, images, videos, links , software, communications, messages or other materials and expression conditions provided to you from or through the software and / or services. You may not upload, post, transmit, publish, create derivative works of this Content or otherwise use them in any way without the express written consent of the owner of any Content. • (b) In connection with your use of the Software and / or Services, you acknowledge and agree that you may have access to and / or be exposed to Content that you may find indecent, offensive or offensive. You agree that your access to and exposure to such content is solely at your own risk and that the Company assumes no responsibility for it. The Company may review, filter, modify, reject or delete all or part of the contents of any part of the Software and / or any of the Services at any time and in its sole discretion, but shall not be obliged to do so in any way.• (c) All content, including, without limitation, any content and / or sponsored advertising provided by or through the Software and / or Services may be subject to the intellectual property rights relating thereto, which belong to the provider of that content. content to the company or another third party that has authorized the provider of such content to distribute such content through or through the software and services. You may not modify, distribute, sell, rent, rent, lend, or create derivative works based on this content (in whole or in part) unless the company or owner of the content has given you permission express written to do so in a separate written agreement. • (d) You will be solely responsible for damages resulting from a violation of the property rights of a third party or resulting from any content (as defined below) that you download, post, transmit, display or otherwise make available on or via the software and / or services. For the purposes of this EULA, “Your Content” means any content and any information, including, but not limited to, text, files, chat, content, data, music, audio files, sound, photos, graphics, images, videos, links, software, communications, messages or other materials and terms of expression provided by you in connection with your use of the software and / or services. We may establish additional rules and requirements governing the publication and submission of your content by updating this EULA with such additional rules and / or requirements. You are responsible for ensuring that any content of your content that you upload, transmit, display, post or otherwise make available on or via the Software and / or Services is in full compliance with any copyright in the Content applicable third party, including copyrights and / or trademark rights.
SECTION 6. CONTENTS OF THIRD PARTIES. • (a) Portions of our services may be linked to or provided by a third party, including a partner of the company, including, without limitation, content, directories, applications, databases, software, programs, services, websites, networks, and systems (collectively, “Third Party Services”). These third-party services are provided solely for your convenience. In no case does the company manage or control third party services. The company does not endorse or guarantee any of these third party services by virtue of its availability. The Company assumes no responsibility for any third-party services, including, without limitation, the accuracy, availability, veracity, or functionality of such third-party services. • (b) Some or all of the services and content provided by the Company under this EULA may permit the sending, transmitting or receiving of information between you and other users of the Company or users of third party services that can be processed, transferred, etc. relayed or routed through networks, systems, servers, websites or applications (such as telephone and cellular networks, email servers) that are not owned or controlled by the Company (“third-party networks”). The company gives no guarantee that the information processed, transferred, sent, relayed, transported or delivered by third party networks reaches the intended destination, or that the recipient’s or sender’s details are correct or accurate. The company can in no way be held responsible for the performance, functionality, quality, availability or reliability of the third party networks, nor the information processed, transferred, sent, delivered, relayed or received via these third party networks. SECTION 7. PAID CONTENT AND PAID SERVICES • (a) In exchange for allowing the company to access and use the software and services, you agree that we may advertise the services. To the extent that the services are supported by advertising revenue and display advertisements and promotions, you acknowledge and agree that such advertisements may target content or information stored on the services, queries made through the services or other information. The manner, manner and extent of the company’s advertising of the services are subject to change without notice. • (b) In certain cases, the Company may offer the use or access to certain premium or subscription content or services on or via the Software and / or Services for which charges may apply (collectively, “Pay Services”), accept additional terms and conditions, which will supplement this EULA generally, with respect to certain Pay Services. Unless otherwise expressly stated by the Company, the Software and Services are provided free of charge. If you have made payments for documents, equipment, products or services that bundle or offer part of the services, or to access services via a platform or network, you acknowledge that these payments were made for the equipment , the products, services or access thus offered, and not for the software and / or services offered by the company. Any costs you incur to access the software and / or services are your sole responsibility.
SECTION 11. LIMITATION OF LIABILITY • YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, IN NO EVENT SHALL ANY COMPANY BE LIABLE FOR ANY PARTY THAT INCLUDES (i) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDINGBUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, OR SIMILAR), OR ANY OTHER DAMAGES RESULTING FROM ANY KIND OF AVAILABILITY, USE, TRUST OR INABILITY TO USE THE SOFTWARE AND / OR SERVICES PROVIDED BY THE UNDERTAKING OR ANY PARTNER OF THE COMPANY, WHATEVER THE MODE OF ACTION, ARE CONTRACT, TORT OR OTHERWISE; (ii) FOR THE TRANSMISSION OR PROVISION OF ANY OR ALL OF ANY INFORMATION, CONTENT, DAMAGE ARISING FROM OR FORWARDED THEREFROM, OR RESULTS OBTAINED FROM THE USE OF THE INFORMATION OR CONTENT; (iii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, DELAYS, OMISSIONS OR OTHER INACCURACIES OR DESTRUCTIVE PROPERTIES OF ANY INFORMATION OR CONTENT, INCLUDING ANY CONFIDENCE MADE BY YOU AS TO THE COMPENSITY, ACCURACY OR EXISTENCE OF ANY ADVERTISING OR RESULTS ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND AN ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (iv) ANY MODIFICATION THAT THE COMPANY OR ANY PART OF THE COMPANY MAY MAKE TO THE SOFTWARE AND / OR THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY TERMINATION OF THE SUPPLY OF THE SOFTWARE AND / OR THE SERVICES (OR ALL THE FUNCTIONS OF THE SERVICES); (v) IF ANY INFORMATION OR CONTENT INFECTS OR CONTAMINATES THE SYSTEM OR THE INFORMATION OR CONTENT OF THE USER; (vi) YOUR FAILURE TO PROVIDE THE CORPORATION WITH ACCURATE ACCOUNT INFORMATION OR YOUR FAILURE TO KEEP YOUR PASSWORD OR DETAILS OF YOUR SECURE AND CONFIDENTIAL ACCOUNT, IF APPLICABLE. THE FOREGOING LIMITATIONS ON THE LIABILITY OF THE COMPANY OR ANY PARTNER OF THE COMPANY SHALL APPLY IF THE COMPANY HAS BEEN ADVISED OF OR HAD KNOWN THE POSSIBILITY OF SUCH LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE LIABILITY OF THE COMPANY AND PARTNERS OF THE COMPANY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MOST REAL EXTENT PERMITTED BY APPLICABLE LAW. SECTION 12. INDEMNITY • You agree to indemnify and hold harmless the companies and partners of the company and their officers, employees, parent companies, subsidiaries, agents, affiliates, partners, licensors against any claim or claim, including the reasonable fees of attorneys, made by a third party by reason of or resulting from your use of the Software and Services, from any breach by you of this EULA, your Content and / or any breach by you of any right of any other. SECTION 13. TERMINATION • At any time for any reason or for any reason without restriction, we reserve the right to terminate this EULA. Upon termination of this EULA, all legal rights, obligations and liabilities that you and the Company have benefited from, to which you have been subject (or which have accumulated over time during the period the EULA was in force) or which are expressly pursued indefinitely hereunder, will continue to be fully effective without cessation. Except as otherwise provided in this Section 13, Sections 2 (a), 5 and 8 of this EULA continue to apply to the rights of the Company under these sections. SECTION 14. INTELLECTUAL PROPERTY CLAIMS POLICY • The Company will (i) respond to all notices of alleged copyright infringement and / or trademark rights of a third party in accordance with applicable intellectual property law, including, in Canada, Digital Millennium Copyright Act, and (ii) will take action against users of the company found guilty of infringing the intellectual property rights of a third party. SECTION 15. AMENDMENTS. • The Company reserves the right, in its sole discretion, to modify and change the terms of this EULA at any time. Any changes to this EULA will be displayed in an important position in the Services you accessed. In the event of significant changes in the EULA, the Company will notify you either by sending you a notice by email or mail, at its sole discretion, or by posting a notice indicating such changes in a conspicuous place in the Services to which you access. Any use of the Software and / or Services by you after the EULA Amendment Date constitutes your acceptance of the EULA, as modified for all purposes. SECTION 16. RIGHTS AND APPEAL • (a) We may seek and obtain an injunction against you in the event of any disclosure or misuse or threat of disclosure or misuse of the Company’s proprietary and / or confidential information contained in or accessible through the Software and / or Services whose disclosure would cause the Company irreparable harm that could not be adequately compensated. This right is in addition to any other legal remedy that may be available to the Company. • (b) Nothing in this Agreement is intended to give any person not party to this Agreement any rights or remedies in all circumstances except as otherwise provided herein. SECTION 17. SUPPORT • With the exception of what is posted on its website at www.pyrabble.com/support, the company does not provide any assistance to its users, including you. The Company does not undertake and is not obligated to provide you with updates, upgrades, bug fixes, bug fixes, and / or improvements to any or all of the software and / or services. SECTION 18. GENERAL. • (a) Headers. The headings and legends used in this EULA are inserted for convenience only and will not affect the meaning or interpretation of this EULA. • (b) Notice. All communications required by law, including notices, disclosures, agreements or other information required in connection with any of the Software and / or Services, may be sent to you electronically, including via (i) an email to an email address provided by you, and / or (ii) by a context notification, system notification or other form of notification, on any part of the Software and / or Services and / or (iii) posting notices on a main page or other page of the Service concerned, of the Company and you consent to the receipt thereof (hereinafter, “Notice”). The Company may provide you with notices regarding the Software and Services, including, without limitation, any notices regarding violations of this EULA, software service updates or the EULA, in whole or in part, and promotional information. . Whether you read a notice when you receive it or not, notification of any notice from the company takes effect from the date it is sent. You may withdraw your consent to receive notices electronically by canceling your use of the software and services. Notices to the company should be sent to email@example.com • (c) Construction. If any part of this EULA is held to be invalid or unenforceable by a court of competent jurisdiction, that part shall be construed in a manner consistent with the applicable law to reflect, as far as possible, the original intentions of the parties hereto and the remaining parties. It stays in force and full effect. • (d) Applicable law. This EULA, including any amendments thereto, shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. Notwithstanding the foregoing, your use of any or all of the Services may be subject to other local, national and international laws. You expressly agree that the exclusive jurisdiction for any claim or litigation with the Company or in any way relating to your use of the Company’s services resides in New York County Courts in New York. You further agree and expressly consent to the exercise of the personal jurisdiction of the courts of New York in any such dispute, including any claim relating to the Company or its affiliates, subsidiaries, employees, subcontractors, executives, administrators, telecommunications and content providers. • (e) Assignment. The Company reserves the right, in its sole and absolute discretion, to transfer, assign, sublicense or otherwise pledge its rights and obligations under this EULA to any third party without your consent and without notice. You may not transfer, assign, delegate, sublicense or otherwise engage in any of your rights or obligations under this Agreement. • (f) survival. The provisions of this EULA regarding use restrictions, waivers of representations and warranties, limitations of liability, intellectual property rights and obligations, indemnification obligations, fee-based services and applicable law shall remain in effect after termination of this EULA for any reason. • (g) Export Control. You agree to comply with applicable US and other export control laws and not to export, re-export or otherwise transfer, by electronic transmission or otherwise, any content or software subject to any restrictions under these policies. laws to a national destination prohibited by these Acts or to any person who is prohibited from exporting, transferring or re-exporting under these Acts without first obtaining, and then obeying, any required governmental authorization. You further agree not to upload to the Company any data or software that cannot be exported without the prior written permission of the government, including but not limited to certain types of encryption software. If you have any questions about this EULA, please contact us at the following address: Pyrabble Inc., 3737 boul. Crémazie, Montreal, Quebec H1Z 2K4, firstname.lastname@example.org