2020 General Software License And Service Terms (Desktop Products)
These terms govern your use of our desktop software (including any related documentation and services). The entity granting this license is 20-20 Technologies Inc. or one of its affiliates (hereafter “we” or “2020”). This license is solely granted to the Customer identified in the Software Licence Order (“Order”) or one of its Authorized Users (as this terms is defined below) (hereafter “you” or Licensee”). The Order also identifies the specific desktop software product and version to which you are granted rights (“Software”). By using the Software, you agree to these terms. If the Software license is for an academic purposes, the licensed Software may only be used by legitimate students or teachers in a duly accredited interior design program offered by a legally recognized learning institution and solely for educational and non-commercial purposes.
Subject to Licensee’s compliance with all the terms and conditions of this document and the Order (including but not limited to payment obligations) (hereafter collectively “Agreement”), 2020 grants to Licensee a non-exclusive, perpetual (except for subscription based licenses, as the case may be), non-transferable license to install and use the Software within the allowed Territory (as identified in the Order) to run Licensee’s internal business operations consistent with this Agreement. The Software is licensed, not sold, only in accordance with these terms. 2020 remains the sole owner of all right, title and interest in the Software. We reserve all rights not granted under these terms. For the purpose of this license, an “Authorized User” means (i) an employee of the Customer; (ii) any legal entity in which the Customer, directly or indirectly, holds more than 50% of the shares or voting rights (an “Affiliate”) and including any employees of an Affiliate (any such legal entity will be considered an Affiliate for only such time as such equity interest is maintained); or (iii) other business partners, with prior written consent from 2020, with whom the Customer maintains an active business or contractual relationship such as (but not limited to) franchisees, product distributors or independently owned retail businesses operating under the same public banner as Customer (any such legal entity will be considered a partner for only such time as such business or contractual relationship is maintained by the Customer).
Depending on the type of Software license you purchased, you may install the Software on a single computer or multiple computers, have a single user or multiple concurrent or non-concurrent users. You must respect the restrictions imposed depending on the Software license you purchased. Without limiting the preceding statement, Licensee shall not, without 2020’s prior written consent: (a) sell, rent, sub-license, give, loan or otherwise transfer all or any part of the Software or any rights in relation thereto; (b) disassemble, reverse engineer, decompile, translate, decrypt, convert into human readable form all or any part of the Software, except as permitted by law; (c) develop derivative works or a competitive or emulating software using the Software; (d) provide time-sharing, outsourcing, application service provisioning (ASP) or third party hosting services; (e) remove or to modify any proprietary or intellectual property right legends from the Software; (f) circumvent any technological measures intended to control access to the Software; (g) develop, distribute or use with the Software any product that circumvent the technological measures; (h) authorize any portion of the Software to be copied onto another device unless specifically allowed under this Agreement or by 2020; (i) for operations that are not initiated by an individual; or (j) use the Software that is made available on a subscription or term limited basis without activating and validating the license, paying all the recurring subscription payments and agreeing to any additional applicable terms in relation thereto.
Except as otherwise set forth herein, all right, title and interest in and to all: (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; (vi) Software security device and documentation; and (v) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Software or the Services (“2020 Intellectual Property Rights”) are owned by 2020. Accordingly, Licensee will not make any claim of interest in or ownership of any such 2020 Intellectual Property Rights. No title to the 2020 Intellectual Property Rights is transferred to Licensee, and Licensee does not obtain any rights, express or implied, other than the rights expressly granted in this Agreement. Without the prior written permission from 2020, Licensee may not, nor permit anyone else, under any circumstances, create any “Derivative Work” of the Software, which expression means any work that is based upon one or more pre-existing versions of a work provided to Licensee by 2020, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, reverse engineer, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted in whole or in part. Any authorized or not Derivative Work will be owned by 2020 and all right, title and interest in and to each such Derivative Work will automatically on its creation vest in 2020. Licensee will disclose to 2020 on demand all Derivative Work created. 2020, acting reasonably, may at its discretion grant to Licensee a limited right to use in any such Derivative Work. Unauthorized copying of the Software or the accompanying documentation, or failure to comply with the terms and conditions contained herein will result, at the sole discretion of 2020, in automatic termination of this Agreement and will enable 2020 to exercise all available legal remedies.
4. REPRESENTATIONS, WARRANTIES AND INDEMNITY.
2020 represents and warrants to Licensee that neither the Software nor the proper exercise of the rights granted under this Agreement shall infringe upon the intellectual property rights of a third party or require any further license of any other person or entity. 2020 will defend or, at its option, settle, any claim or action brought against Licensee to the extent that it is based on a claim that the Software infringes or otherwise violates any intellectual property right of any third person and will indemnify, defend and hold Licensee harmless from any and all claims, losses, damages and reasonable costs (including reasonable attorney fees) incurred by Licensee as a result of such claim or action, provided that Licensee shall notify 2020 promptly in writing of same, and provided further that Licensee permits 2020 or its licensors to assume control of the litigation and to defend, compromise or settle the claim and provide all available information and reasonable assistance and authority, at 2020’s cost, to enable 2020 to do so. 2020 shall not be liable to reimburse Licensee for any compromise or settlement made by Licensee without 2020’s prior written consent. Licensee shall have no authority to settle any claim on behalf of 2020. Should the Software or any part thereof become, or in 2020’s reasonable opinion be likely to become, the subject of a claim of infringement, misappropriation, or violation of an Intellectual Property Right (an “Infringement Claim”) 2020 may: (i) procure for Licensee, at no cost to Licensee the right to continue to use the Software which is the subject of the Infringement Claim; (ii) replace or modify the Software or part thereof subject to such Infringement Claim with software or documentation of at least comparable functionality, at no cost to Licensee; or (iii) if neither of the foregoing alternatives are reasonably practical in 2020’s sole judgment, remove the component that is the subject of the Infringement Claim or any or all other parts of the Software and refund to Licensee the License Fees paid by Licensee for only the part removed provided the remaining Software provides services to Licensee’s satisfaction otherwise 2020 will refund all License Fees. Notwithstanding the foregoing, 2020 shall have no liability for any claim that is based on: (i) the use or combination of the Software with software, hardware or any other product not provided by 2020 or anticipated in the scope of this Agreement; or (ii) any modification to the Software or use of the Software other than as expressly authorized herein or as expressly described, recommended, or otherwise approved in writing by 2020. This section states the entire liability of 2020 and Licensee’s sole remedies with respect to any claims that the Software or any part thereof infringe or violate any Intellectual Property Right of any third party.
2020’S ENTIRE LIABILITY, AND LICENSEE’S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT PAID FOR SUCH SOFTWARE OR SERVICES (EXCEPT FOR 2020’S LIABILITY UNDER SECTION 4 ABOVE WHICH REMAINS UNCAPPED). IN NO EVENT WILL 2020, ITS LICENSORS AND SUB-CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF 2020 HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A COUNTRY, PROVINCE OR STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, 2020’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH COUNTRY, PROVINCE OR STATE. 2020, its licensors and sub-contractors disclaim any and all loss or liability resulting from, but not limited to: (i) loss or liability resulting from access delays or access interruptions; (ii) loss or liability resulting from data non-delivery or data miss-delivery; (iii) loss or liability resulting from acts of god or acts beyond 2020’s control; (iv) loss or liability resulting from the unauthorized use or misuse of any account number, password, security authentication option or loss of any Software security device; and (v) loss or liability resulting from errors, omissions, or misstatements in any and all information provided under this Agreement.
6. LIMITED WARRANTY AND DISCLAIMER OF OTHER WARRANTIES.
SUBJECT TO SECTION 4 ABOVE, LICENSEE’S USE OF 2020’S SOFTWARE AND/OR SERVICES IS SOLELY AT ITS OWN RISK. ACCORDINGLY, ALL OF SUCH SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “AT YOUR OWN RISK” BASIS, EXCEPT THAT 2020 WARRANTS TO LICENSEE THAT AT THE TIME OF SHIPMENT THE SOFTWARE WILL PERFORM IN ALL MATERIAL RESPECTS WITH ITS DOCUMENTATION. SUBJECT TO SECTION 4 ABOVE, 2020 EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2020 DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE AND/OR SERVICES SOLD HEREUNDER WILL MEET ANY REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO 2020 MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE AND/OR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH SAID SOFTWARE AND/OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM 2020 OR THROUGH THE SOFTWARE AND/OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
For any questions, Licensee will contact 2020 in writing at 2020 Technologies Inc., 400 Armand-Frappier Blvd., Suite 2020, Laval, Quebec, Canada, H7V 4B4, or by telephone at (514) 332-4110, or by e-mail at [email protected] By installing the Software, Licensee specifically agree that 2020 and/or any of its agents or representatives will have the right to communicate with it, by e-mail or otherwise, any information regarding 2020 products and service offerings, including notifications regarding upcoming events, conferences, shows, registration forms and/or discounts. This permission may however be revoked at any time by way of a written notice to that effect sent to 2020.
8. SOFTWARE USE ANALYTICS.
9. CONTENT IN THE CLOUD.
Certain software and/or services may give you access to 2020’s Content in the Cloud (“CiC”) Platform. The use of the CiC Platform is not governed by this Agreement and additional terms apply for the use thereof.
10. SUPPORT AND MAINTENANCE.
The Software license purchase may also include purchase of support and maintenance for the Software for a limited period of time. If this is the case, Licensee will receive enhancements, updates and new releases of the Software. On reception, these enhancements, updates and new releases will automatically become part of the Software and therefore subject to this Agreement unless a new license agreement is provided with a new release of the Software. The right to receive such enhancement, updates and releases includes Licensee’s access to limited technical support via telephone or e-mail. 2020 provides support and maintenance for the latest version of the Software however, you may continue to use an earlier versions of the Software but 2020 does not commit to any further updates or enhancements on such previous versions. Support agents will continue to provide technical support to you (if you are on a support and maintenance contract) in relation to such previous versions but without any undertaking or obligation that problems will be resolved or bug fixes will be available for such earlier versions. Your use of such earlier versions are at your own risk. As such, it is highly recommended that you use the most current version of the Software and continuously maintain your support and maintenance services. 2020 will inform Licensee if the performance and functionality of some enhancements and updates are dependent on upgrades of third party software, and Licensee may be required to purchase such upgraded third party software at its expense. For Licensees based in North America, “Supported Business Hours” means from Monday through Friday from 09:00 am to 07:00 pm EST, excluding any day which is a nationally observed holiday in Canada or the U.S.A.; and for Licensees based in the rest of the world, “Supported Business Hours” means from Monday through Friday from 09:00 am to 06:00 pm CET, excluding any day which is a nationally observed holiday in UK. During the Supported Business Hours, 2020 shall provide telephone or electronic mail assistance to Licensee’s support staff duly trained and reasonably knowledgeable in the use of the Licensed Software and who have been designated from time to time by Licensee to request and receive such maintenance services with respect to initial error diagnosis and support regarding the use and functionality of the Licensed Software.
We may at any time terminate these terms with you if: (a) you breach any provision of this Agreement or act in any manner that clearly shows you do not intend to, or are unable to, comply with this Agreement; (b) you fail to make the timely payment of fees for the Software; (c) upon your insolvency, assignment for the benefit of creditors, proposal to creditors under any bankruptcy or creditor’s relief legislation, failure or threatened failure to carry on business in the normal course; or (d) we are required to do so by law.
12. EXPORT CONTROL.
The Software and your use of the Software are subject to laws, restriction and regulations that govern the import, export and use of software. You agree to comply with all the laws, restrictions and regulations.
13. GOVERNING LAW AND JURISDICTION.
If Licensee is located in Canada, then this License will be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein (excluding its conflict of laws principles) and Licensee expressly agrees that exclusive jurisdiction for any claim or dispute with 2020 or relating in any way to the subject matter of this Agreement resides with the judicial authorities located in Montreal, Quebec, and Licensee expressly elects domicile in the jurisdiction of Montreal in connection with any such dispute or claim. If Licensee is located in the United States of America, then this License will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA (excluding its conflict of laws principles) and Licensee expressly agrees that exclusive jurisdiction for any claim or dispute with 2020 or relating in any way to the subject matter of this Agreement resides in the federal or state courts of the Commonwealth of Massachusetts located in Boston, Massachusetts and expressly elects domicile in the jurisdiction of Boston in connection with any such dispute or claim. If Licensee is located outside of Canada or the United States of America, then this License will be governed by and construed in accordance with English law and Licensee expressly agrees that exclusive jurisdiction for any claim or dispute with 2020 or relating in any way to the subject matter of this License resides with the courts of England and Wales and Licensee expressly elects domicile in the jurisdiction of England and Wales in connection with any such dispute or claim.
14. ENGLISH VERSION.
In the eventuality that 2020 has provided Licensee with a foreign translation of the English language version of this License or of the Agreement, Licensee agrees that the translation is provided for its convenience only and that the English language version will control. If there is any contradiction between the English language version and a translation, then the English language version shall take precedence.
15. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between you and 2020 regarding your use of the Software and related services and supersede any prior agreement between us relating to the Software or any related services.
You may not assign or otherwise transfer these terms or your right and obligations under this Agreement, in whole or in part, without our written consent. We may transfer our rights under these terms to a third party.
17. JOINT AND SEVERAL LIABILITY.
As the case may be, the Customer identified in the Order and the Authorized Users shall be jointly and severally liable for all of the obligations resulting from this 2020 General Software License and Service Terms.
If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
19. NO WAIVER.
Our failure to enforce or exercise any of these terms is not a waiver of that section.