End User License Agreement (“EULA”)
PLEASE READ THIS EULA CAREFULLY BEFORE USING ANY Scanfluence Software. BY USING ANY Scanfluence Software YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT USE THE SOFTWARE.
1. Scanfluence Software-as-Service (SAAS)
a) Scanfluence SAAS mean the Scanfluence branded online software solutions that Scanfluence makes available for Customer’s use through a network connection.
b) This EULA incorporates and supplements the Scanfluence Terms & Conditions as updated from time to time. In the event of conflict between the terms of this EULA and Scanfluence, the Terms & Conditions shall prevail.
2. Permitted Software licence uses and restrictions
a) End-users represent and warrant that End-User is not an entity of, or located within, an embargoed nation and that End-User are not otherwise prohibited under United States Export Laws to receive the Software. Rights to use the Software are forfeited for failure to comply with this EULA.
b) End-users represents and warrants that it will use Scanfluence only for legitimate business activities fully complying with the local law.
c) Each Software licence allows the End User to use the Software for own use and cannot be resold or distributed or shared with other End Users
d) End User must not make the Software available over a network where it could be used by multiple End Users
e) This EULA does not grant the End User any rights to use Scanfluence Software proprietary interfaces or any other Intellectual Property Rights in the design, development, licensing or distribution or copy, decompile, reverse engineer, and attempt to derive the source code of, decrypt, modify, or create derivative works of the Software (or any updates), Any attempt to do so is a violation of the rights of Scanfluence Software. If the End User breaches this restriction, it may be subject to prosecution and damages.
f) The End User may not rent, lease, lend, charge, redistribute or sub-license Scanfluence Software
3. Payment
a) End User agrees to pre-pay all applicable fees for Scanfluence SaaS with a Pre-authorised Credit card for auto renewal of subscription.
b) Prices and Taxes. End-User opts a specific usage-based model from Scanfluence published list price at the time an Order is submitted to Scanfluence. Prices are exclusive of taxes, duties, and fees unless otherwise quoted, and all such amounts shall be pre-paid.
c) Transactional fee. End user agrees to purchase credits and authorize Scanfluence to charge Credit card to replenish once the credit has been consumed.
4. Limitation of Liability
a) Scanfluence Software as a Service is accepted by the End-User "as is". Liability to Scanfluence will be limited to Subscription purchased for the service. Scanfluence will not be liable for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the End-User arising out of the use or failure to use Scanfluence Software as a Service.
b) Scanfluence makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the End-User.
c) Scanfluence does not warrant that use of the Software will be uninterrupted or error-free. The End-User accepts that software in general within the acceptable level as determined in the industry.
5. End User provided Data
a) End User is solely responsible for the data, text, audio, video, images, software, and other content input into Scanfluence portal during End-User’s access or use of Scanfluence SaaS (“End User-provided SaaS Data”).
b)
As
between Scanfluence and End-User, End-User is and will remain the sole and
exclusive owner of all right, title, and interest in and to all End-User-provided
Data. Scanfluence will treat End-User-provided Data as confidential by not
disclosing it other than to its employees, affiliates, subsidiaries,
contractors, and suppliers solely for the purposes of the Permitted Uses (as
defined below). End-User hereby provides to Scanfluence all necessary rights to
End-User provided Data to enable Scanfluence to perform its obligations, and
exercise its rights, under this Agreement. Scanfluence will use End-User-provided
Data only as necessary to provide Scanfluence SaaS, provide or maintain the
security and integrity of Scanfluence SaaS, provide technical support to the End-User
or as otherwise required by law (the "Permitted Uses").
6.
Personal
Information
End-User
will not provide Scanfluence with Personal Data (as defined below) unless the
parties expressly agree in writing. In the event any data is provided by
Customer to Scanfluence during the course of utilising the Scanfluence, which
is Personal Data (as defined below), then the following terms will apply:
a. Personal Data is provided by End-User to Scanfluence during the course of utilising the Scanfluence SaaS, then End-User authorizes Scanfluence to obtain, hold and Process the End-User Data as set forth herein and to the extent required for the Permitted Uses.
b. Each party agrees to comply at all times with all requirements applicable to it under Applicable Privacy Law.
c. Each party agrees to provide all assistance to the other as is reasonably requested to enable the other party to comply with all requirements applicable to it under Applicable Privacy Law.
d.
Neither
party shall do anything or omit to do anything which will put the other party
in breach of its obligations under Applicable Privacy Law
7. Data Security
a)
Scanfluence
shall implement and maintain appropriate technical and organizational measures
to protect End-User-provided Data.
8. Operations
a) Scanfluence: (i) may modify the systems and environment used to provide Scanfluence SaaS; and (ii) reserves the right to make any changes to Scanfluence SaaS that it deems necessary or useful to maintain or enhance the quality or delivery of Scanfluence SaaS to its customers, the competitive strength of or market for Scanfluence SaaS, or Scanfluence SaaS cost efficiency, or performance; provided the functionality of Scanfluence SaaS is not materially degraded except in order to maintain the security of Scanfluence SaaS. Scanfluence may use global resources, such as Scanfluence affiliates or third parties, in worldwide locations to provide Scanfluence SaaS and perform its obligations.
9. Warranties
a) Scanfluence will correct any errors in the Software at no charge. Notification of a suspected error must be made in writing, with a complete listing of the input and output files and description of the error. If, in the judgment of Scanfluence, the Software contains an error, Scanfluence will (at its option) correct or replace the copy at no cost to the user or refund the initial purchase price of the Software.
b) End-User warrant and represent to Scanfluence, the End-User registration details provided to Scanfluence is true in all respects, up-to-date and not misleading in any way.
c) End-User will
not access the Software under false identity or pretext and will not use it to
falsify any other End-User’s identity, will use the Software lawfully and in
good faith.
10. Intellectual Property Rights.
a) No transfer of ownership of any intellectual property rights will occur under this Agreement. Scanfluence and its affiliates and their licensors and third-party suppliers retain ownership of, and reserve all rights in and to, the Scanfluence SaaS, including all copies thereof, and all intellectual property rights arising out of or relating thereto. End-User shall use reasonable efforts to safeguard the Scanfluence SaaS (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. End
User shall promptly notify Scanfluence if it becomes aware of any infringement or misappropriation of Scanfluence SaaS and shall fully cooperate with Scanfluence, at Scanfluence’s expense, in any legal action taken by Scanfluence to enforce its intellectual property rights.
b) End-User grants Scanfluence a non-exclusive, worldwide, royalty-free right and license to any intellectual property rights, data and technology, including End-User-provided Data, that is necessary for Scanfluence and its designees to perform Scanfluence SaaS.
11. Software support
a) Scanfluence provides email and telephone onboarding and support, at no charge. Additionally, general assistance may be provided to help You understand the capabilities of the various features of the Software.
b) Technical support covering modeling questions, applications, definitions, interpretation of results, design guidelines, etc., can be purchased on an as-needed basis. For users who envisage the need for substantial amounts of assistance, consulting support is available. In all instances, the user is encouraged to send the problem description to Scanfluence by electronic mail in order to minimize the amount of time spent trying to define the problem.
c)
Scanfluence (or its authorized Agent) reserves the right to
determine what qualifies as no-cost assistance and what requires payment.
12. Suspension
a) Scanfluence may, at its sole discretion, disable or terminate the accounts of any users who violate this EULA or whose accounts have been inactive, including, but not limited to, the accounts of (1) users who fail to pay applicable fees for use of the Software, (2) users who provide false or inaccurate information; (3) users who breach this EULA including any warranties; and (4) users who misuse or challenge Scanfluence’s rights in the Content.
b) Scanfluence also reserves the right to cancel at its own discretion any pending orders if Scanfluence finds it not suitable.
13. Termination
a) This Agreement will be terminated, and the Licence forfeited where the End-User has failed to comply with any of the terms of this Agreement or is in breach of this Agreement.
b) If End-user: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or become unable to comply Item 3: a, b & c; (iv)is or become insolvent or is declared insolvent.
c)
Either
party may opt to cancel with a 30 day written notice.
a)
The Vendor will be free of liability to the Licensee where the
Vendor is prevented from executing its obligations under this Agreement in
whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire,
and war or any other unforeseen and uncontrollable event where the Vendor has
taken any and all appropriate action to mitigate such an event.
15. General
a) No breach of any provisions of this EULA will be waived expcept with the written consent of the party not in breach.
b) The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Ontario for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Ontario.