SOFTWARE LICENSE AGREEMENT BY BYSCUIT INC.
bound by these agreements, you cannot sign up for a free trial or purchase our Services. The parties acknowledge and agree that in entering into this Agreement, each has relied on its own skill and judgment and has not relied on any representation made by the other party, its employees, or agents.
This Agreement shall be governed by the laws in force in the Province of Quebec, Canada. Any dispute arising out of or in connection with this agreement shall be settled exclusively by the competent courts of Quebec in the district of Montreal. Under no circumstances does Byscuit Inc. provide legal advice or warranty of compliance with laws and regulations.
"Service or Services" means for the purposes of this License Agreement: Provision of software enabling users of a website to choose the cookies that are used by the Client's website.
Byscuit Inc. agrees to provide the Services to the Client, and the Client engages Byscuit Inc. to do so, commencing on the effective date for the duration, in accordance with the terms and conditions set forth in this Agreement. The Services will be accessible to the Client 24 hours a day, 7 days a week, with a minimum uptime of 98%, except during maintenance periods or when the Services are unavailable due to causes beyond the control of Byscuit Inc. or its subcontractors and which are not caused by a breach of the terms of this Agreement.
Each party represents and warrants that: it has full power and legal authority to enter into this Agreement and fulfill its obligations hereunder; the performance and observance of its obligations under this Agreement do not violate or contradict the terms of any other agreement to which it is a party and are in compliance with all applicable laws; and it will comply with all laws, regulations in Canada, government orders and judicial orders related to this Agreement.
Byscuit Inc. represents and warrants to the Client that: it has the right to license the Services; the Services will provide the facilities and functions provided by the Company; the Services will be performed with reasonable care and skill and in a professional manner, in accordance with industry best practices, and the Company will not infringe the intellectual property rights of third parties or be in breach of any obligation it may have to a third party while providing the Services. The foregoing warranties will not cover: deficiencies or damages related to third-party components not provided by Byscuit Inc. or any connectivity provided by third parties necessary for the provision or use of the Services.
No warranty is given regarding the results of using the Services or that the functionality of the Services will meet the Client's requirements or that the Services will operate uninterrupted or error-free.
The Client represents and warrants to the Company that: it is the rightful owner of user rights, copyright and related copyright and authorizations necessary to fulfill its obligations under this Agreement; (ii) it will maintain reasonable security measures to ensure that access to the Services granted under this Agreement is limited as provided in this Agreement; and it will ensure that its network and systems are in compliance with relevant specifications provided by the Company from time to time and that it is solely responsible for the acquisition and maintenance of its network connections and telecommunications links from the Client's systems to the Company's data centers and for all problems, conditions, delays, delivery failures, and all other losses or damages arising out of or related to the Client's network connections or telecommunications links or caused by the internet. The Client shall be responsible for any violation of this Agreement by its users. Any third-party content or information provided by the Company through the Services, such as prices, is provided "as is". The Company makes no warranty regarding such content or information and shall have no liability to the Client for its use or reliance on such content or information. Except as expressly provided in this Agreement, all warranties and conditions, whether express or implied by law, common law or otherwise (including, without limitation,
satisfactory quality and fitness for particular purpose), are expressly excluded to the maximum extent permitted by law. The Client acknowledges that the Services should not be used for high-risk applications where precise locations or map features are essential to the Client, such as the use of the Services by emergency services.
The Services are provided only for use on the Client's website/desktop architecture, unless otherwise specified. The Client is not authorized to rent, loan, resell, or distribute the Services without written permission from the Company. The Client may not use the Services to provide related accessory services, nor allow third parties to access or use the Services.
The Client is granted a non-exclusive, revocable license to use the Services, including associated software, intellectual property rights, and confidential information, for the duration of the period. This license allows the Client to make cache copies of software or other information necessary to receive the Services via the Internet. If open-source software is used as part of the Services, the Client's use of this software will be subject to the terms of the open-source licenses.
The Client is prohibited from disassembling, decompiling, or reverse engineering the software contained in the Services. However, if the law allows the Client to decompile the software to obtain information necessary to make the Services interoperable with other software, the Company will provide access to the source code or relevant information upon written request. The Company may impose reasonable conditions, including reasonable fees, for providing such access and information.
The Company reserves the right to suspend access to the Services, or any portion thereof, if it reasonably determines that the integrity or security of the Services is compromised by the acts of the Client or its users. The Company will endeavor to provide the Client with written notice of 24 hours, specifying the reasons for such suspension, where possible.
The Client has no right to modify, adapt, translate, or create derivative works from the Services. This Agreement does not imply that the Client has the right to obtain the source code of the software contained in the Services. On the contrary, it is the intention of the parties that the Client does not have such a right.
In the event of Force Majeure preventing a party from fulfilling its obligations under this Agreement, the performance of that party shall be temporarily suspended until further notice.
If a Force Majeure event occurs, the affected party must promptly inform the other party of the extent to which it is unable to perform its obligations under this Agreement. If the Force Majeure event continues for more than 45 days, the non-defaulting party may terminate this Agreement without penalty.
Confidential Information and Data
The confidentiality obligations under this Agreement do not apply to information that was legally in the possession of the receiving party prior to the negotiations leading to this Agreement, that must be disclosed pursuant to law, or that has become publicly available (except through a breach of this Agreement). Each party is authorized to use the other party's confidential information solely for the purpose of performing obligations under this Agreement. The recipient must maintain the confidentiality of all confidential information of the other party, unless the law requires disclosure of such information. The Client is informed that the primary function of the Software is to block or limit the information of website users who request it. As a result, the Client declares that it has made backups of all past data or user history from its website that it wanted to keep, and releases Byscuit Inc. from any liability of any.
Neither party shall be liable to the other party, whether under this Agreement or in tort for misrepresentation or otherwise, for any indirect loss. "Indirect loss" for the purposes of this section means losses of time, economic losses suffered by any Client of the Client or any third party, loss of profit, loss of turnover, anticipated savings, and any losses arising whether in the normal course of business or not, including losses arising from interruption of business. The Client shall be responsible for any breach of this Agreement caused by the acts, omissions or negligence of any user accessing the Services as if they were committed by the Client itself. Byscuit Inc.'s total
liability to the Client, whether under this Agreement or in tort or otherwise, in connection with this Agreement or in connection with any claim for indemnity or contribution, shall be limited to one hundred (100) percent of the total fees (paid or payable by the Client to Byscuit Inc. during the twelve (12) month period preceding the date on which such claim arose). If the duration of the Agreement has been less than twelve (12) months, a shorter period shall apply. In no event shall the Client present a claim under this Agreement more than one (1) year after the discovery of the circumstances giving rise to such claim or after the effective date of termination of this Agreement.
Free trial period
When the trial period expires, if applicable, the free trial will automatically convert to a paid subscription to use the Services. The Client will be charged according to the subscription plan chosen when signing up for the free trial. Byscuit Inc. will invoice the Client based on the selected subscription plan for continued use of the Services. All invoices must be paid in full by the Client. All fees exclude any value-added tax legally payable on the invoice date, which must be paid in addition by the Client, if applicable.
Byscuit Inc. has the right to refuse any order placed by a Client. If the order is accepted, Byscuit Inc. will confirm acceptance. The Client warrants that all information provided to obtain the Services is correct and that their bank and card details are theirs, with sufficient funds or credit facilities to cover the fees. The Client grants Byscuit Inc. the right to recover all reasonable legal fees incurred to enforce any rights under this Agreement. The Client must pay all fees to Byscuit Inc. in advance, and Byscuit Inc. is authorized to take credit and debit card payments in advance with billing for each invoice. The fee is the price in effect and indicated on the Agreement by Byscuit Inc. Byscuit Inc. is entitled to interest on unpaid fees at the applicable legal rate plus the additional indemnity provided for by the law. If payment of any fees is not received by the due date, Byscuit Inc. may disable the Service, password, account, and Client's access to any or all of the Services, without liability to the Client. The Company is not obligated to provide any or all of the Services as long as the invoice(s) remain unpaid.
Byscuit Inc. and/or its licensors retain all intellectual property rights and title to the Services, except for any Client data or third-party elements incorporated therein. This Agreement does not transfer any interest or ownership of the Services, intellectual property rights, or any other rights to the Client. The Client retains exclusive ownership of all rights, titles, and interests in the Client data and its pre-existing intellectual property rights, and is solely responsible for the legality, reliability, integrity, accuracy, and quality of the Client data. The Client grants the Company a non-exclusive, non-transferable, and royalty-free license to use the Client data, Client intellectual property rights, and any third-party elements effective from the date of entry into force and for the duration necessary to provide the Services. The Client is prohibited from removing any ownership notices and copyright notices from the Services. The Client grants the Company a perpetual right to use statistical data. Nothing in this Agreement prevents Byscuit Inc. from using statistical data for commercial and/or operational purposes, provided that Byscuit Inc. does not disclose to any third party statistical data revealing the identity of the Client or any confidential Client information. This Agreement may be assigned by Byscuit Inc. but is non-transferable for the Client. Byscuit Inc. reserves the right to cancel any license at its sole discretion by giving written notice of 30 days, without any liability other than to refund any fees already paid applicable to periods after termination. In case of termination or the end of this Agreement for any reason, the Client shall have 30 days to transfer, back up and/or transfer the data belonging to him/her, failing which they will be destroyed by Byscuit Inc.