EULA
End-user license agreement (EULA)
Important:
By clicking and installing or continuing to use or by accessing the Software, you are consenting to be bound by and are becoming a party to this End-User License Agreement (“EULA”).
1. GRANT OF LICENSE/ACCESS TO USE. Subject to the payment by Client of all fees and the respect by Client of all conditions as described in the agreement (the “Agreement”) related to the purchase and/or subscription by Client to the ASTUS Software, as the case may be (the on premise and the hosted version of the ASTUS Software are herein collectively referred to as the “Software”) : (a) ASTUS grants to Client who has purchased the on premise version of the Software a non-transferable, limited, non-exclusive, royalty-free, perpetual license to use the Software, solely in executable format, and, subject to any valid support and maintenance agreement, any improvements made available to Client thereon, on systems under Client’s or Client’s customers control solely in connection with Client’s or Client’s customers’ use of the ASTUS’s Products (as defined in the Agreement), anywhere throughout the world; OR (b) ASTUS grants to Client who has subscribed to the hosted version of the Software a non-transferable, limited, temporary, non-exclusive, revocable right to access the Software and, subject to any valid maintenance and service level agreement, any improvements made available to Client thereon, on systems under Client’s or Client’s customers control solely in connection with Client’s or Client’s customers’ use of the ASTUS’s Products (as defined in the Agreement), anywhere throughout the world, to: (i) access and use the Products, including in operation with other software, hardware, systems, networks and services, for Client’s or Client’s customers business purposes only, (ii) generate, print, copy, upload, download, store, and otherwise process all visual, digital and other output, displays and other content as may result from any access to or use of the Products; (iii) prepare, reproduce, print, download, and use as many copies of the specifications and documentation as may be necessary or useful for any use of the Products permitted under this Agreement; (iv) access and use the Products for all such non-production uses and applications as may be necessary or useful for the effective use of the Products as permitted hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair; (v) perform, display and execute, and distribute and otherwise make available to authorized users solely to the extent necessary to access or use the Products in accordance with the terms and conditions of this EULA and the Agreement.
As part of the license or the right to access granted pursuant to the terms herein, during the Term (as defined in the Agreement) of the Agreement, ASTUS will promptly provide the necessary bug fixes, updates and upgrades, as well as all documentation and assistance, to enable Client to access and use the Software.
2. RESTRICTIONS ON USE. YOU MAY NOT use or permit third parties to use the Software in any manner prohibited by this EULA. Prohibited uses, whether directly or indirectly, include, among other things: (i) transferring, sublicensing, distributing, renting, permitting concurrent use of or otherwise granting your rights in the Software or under this EULA; (ii) modifying, disassembling, reverse engineering or assembling, translating, attempt to derive its source code or object code, or creating derivative works based on the Software; (iii) copying the Software except to make one copy for backup purposes (for the on premise version only); (iv) providing use of the Software in multiple user arrangement to users who are not individually licensed by ASTUS, other than as permitted in Section 1; and (v) use the Software for any purpose other than as expressly provided for in this EULA or the Agreement. Notwithstanding Section 1, the Software or underlying information or technology may not be downloaded or installed or otherwise exported or re-exported where prohibited by the laws of the jurisdiction in which you are located.
3. CLIENT UNDERTAKINGS. Client, including Client’s customers, agreesnot to modify, disassemble, decompile, reverse engineer, or create derivative works of any source code of the Software. In the event any modifications are made to the Products, including to the Software, by anyone other than ASTUS which are not in accordance with the terms of this EULA or the Agreement, any and all warranties with respect to the Products shall immediately terminate. Client, including Client’s customers, further agrees that it is fully responsible for (i) maintaining the confidentiality of its accounts password and (ii) having and maintaining adequate equipment and Internet access when required to use and access the Software, at its sole expense. Client, including Client’s customers, is solely responsible for the use of the Software and the data transmitted or stored through the Software and undertakes to hold harmless and indemnify ASTUS in that regard. Client, including Client’s customers, undertakes to comply with all applicable laws and regulations and not to (i) use the Software illicitly; (ii) transmit, share, exchange or store materials susceptible to violate intellectual property rights or other rights of any third party or being illegal, illicit, tortuous, defamatory content, or content that affects the privacy of third parties; (iii) transmit, share, exchange or store data belonging to a third party without first obtaining any required consent; (iv) transmit, share, exchange or store data containing computer viruses or other codes, files or dangerous computer programs such as Trojans, Worms or delayed bombs; (v) disrupt or interfere with the servers of the network related to the Products, including the Software; or (vi) try to access the Software, other users’ accounts, systems or computer network related to the Software without authorization.
4. OWNERSHIP. ASTUS and its licensors retain all title to the Software, the documentation and all copies thereof. ASTUS retains ownership of and title to all intellectual property rights in the Software, related written materials, logos, names and other support materials furnished with the Software or as a consequence of the Agreement, including but not limited to all trade secrets, patents, trademarks and copyrights therein. You must fully reproduce any copyright or other notice marked on any part of the Software on all copies and must not alter or remove such copyright or other notice on the original copy of the Software.
5. MODIFICATIONS TO SOFTWARE. ASTUS can occasionally, at its sole discretion, establish and maintain general use practices in order to optimize the use and availability of the Software and prevent any misuse. As part of its practices, ASTUS reserves the right to monitor its system, implement technical solutions and modify this EULA to fix or prevent any problem, if and when necessary. ASTUS may, at its sole discretion, improve its product and services. In order to optimize the Software, ASTUS reserves the right, at its sole discretion, to add, modify or suppress functionalities from the Software.
6. TERMINATION. ASTUS may modify, suspend, limit or terminate this EULA or your access to the Software (or any part thereof) if you materially fail to comply with any of the terms of this EULA or the Agreement, including, but not limited to, failure to pay any amount due, in the event such failure to comply is not remedied within a reasonable cure period following notice of such non-compliance delivered by ASTUS. ASTUS may also, without prior notice, modify, interrupt, limit or terminate immediately your right to use or access the Software (in whole or in part) at any time if you circumvent, or try to circumvent any technological protection measures protecting the Software, decrypt or try to decrypt the Software, attack or try to attack the Software security, copy, modify or reverse engineer or try to copy, modify or reverse engineer the Software. In such an event, ASTUS may also terminate this EULA, at its whole and absolute discretion. ASTUS will not be responsible in such case regardless of the reasons. ASTUS’s right of termination is in addition and without prejudice to any other rights and remedies available to ASTUS. You may also elect to terminate this EULA by uninstalling the Software or, subject to the conditions of the Agreement, by terminating the Agreement. Upon such termination, your rights to use the Software shall terminate and you shall destroy all copies of the Software, when applicable. The provisions of Sections 3, 4 and 6 to 13 shall survive the termination of this EULA.
7. WARRANTY. Subject to any applicable service level agreement during the Term of the Agreement, under normal conditions of use, including any updates and upgrades required from time to time, the Software will operate substantially in accordance with its written documentation and as intended under the terms hereof and the Agreement. NOTWITHSTANDING THE FOREGOING, THE SOFTWARE IS PROVIDED TO YOU “AS IS”. ASTUS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, EXCEPT AS SPECIFICALLY STATED UNDER THE AGREEMENT. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED WITHOUT ANY CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING IMPLIED WARRANTIES OR MERCHANTABILITY, SECURITY, RELIABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST ANY BREACH OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, EXCEPT AS OTHERWISE PROVIDED UNDER THE AGREEMENT. No ASTUS agent, representative or dealer is authorized to modify, extend or add to this warranty on behalf of ASTUS and this warranty is voided in the event the program or media on which the Software is supplied is subject to accident or abuse.
8. LIABILITY. Except as otherwise provided in Section 7 hereof and the Agreement, ASTUS and its licensors disclaim all other warranties or conditions, written or oral, statutory or otherwise, express or implied. To the fullest extent permissible under applicable law, and except as provided for hereunder or the Agreement, ASTUS and its licensors and representatives will not be liable to you or any third party for any direct, indirect, special, consequential or exemplary damages whatsoever, including but not limited to loss of revenue or profit or lost or damaged data, even if ASTUS or its licensors or representatives have been advised of the possibility of such damages, except in relation to negligence or willful breach of this EULA or the Agreement by ASTUS or ASTUS’s agents. The total liability of ASTUS and its licensors for damages, whether in contract or tort, under or related in any way to this EULA, shall be limited to the fees actually paid by you to ASTUS for the Software during the six-month period preceding such damage (pro rated in the event a claim arises within the first six months). The exclusion of implied warranties and/or the limitation of liability is not permitted in some jurisdictions, and some or all of these exclusions may therefore not apply to you.
9. PERSONAL INFORMATION. ASTUS may collect information relating to the Software users to propose enhanced services to all users. If you have any questions relating to the use and the protection of your personal information by ASTUS, please consult ASTUS privacy policy at https://astus.com/Policy/ which forms an integral part of this Agreement.
10. GENERAL. You agree that this EULA and the Agreement are the complete, exclusive and final statement of the agreement between you and ASTUS relating to the subject matter of this EULA, i.e. the use or the access to the Software. This EULA shall be governed and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, regardless of conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable; and you and ASTUS irrevocably consent to the exclusive jurisdiction and venue of the courts of the Province of Québec, Canada for all disputes arising out of or relating to this EULA. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.
11. WAIVER. No failure to enforce any term of this EULA shall constitute a waiver of such term in the future unless such waiver so provides by its terms.
12. SEVERABILITY. If any part of this EULA is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this EULA shall not be affected and same shall remain in effect.
13. ENTIRE AGREEMENT. This EULA shall supersede and replace any other end-user license agreement with respect to the subject matter hereof, including any such end user license agreement pertaining to the Software to which Client agrees by clicking “I Agree” prior to installing or accessing such Software.