Software License Agreement

This End-User License Agreement (“EULA”) is a legal agreement between the Licensee and  (“Inmind” or “Lincensor”) for the use of Inmind’s Software and Applications  (“the Products”). By accessing or using the Product, the Licensee agree to be bound by the terms of this EULA.

1.Definitions

Licensee: natural or legal person who by accessing or using the Products is deemed to have accepted the terms and conditions of this EULA.

Licensor: Inmind Technologies Inc., 200-3575 boulevard Saint-Laurent, Montréal, Québec, H2X 2T6 Canada.

The Products: Softwares  and applications  developed by Inmind Technologies to extend the capabilities of Microsoft’s products or third-party applications  and / or to facilitate the development of integration between different business systems and data sources.

2.Grant of License

Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Products solely for the sole purposes for which they were developed,  subject to the terms and conditions of this Agreement.

3. Term and Termination

1. This Agreement shall commence on the date of purchase of the product and shall continue for a period of one (1) year, unless terminated earlier as provided herein.
2. This Agreement shall automatically renew for successive one (1) year terms, and the Licensee shall be subject to the applicable annual fees (if any) for each renewal term.
3. Terms are indivisible. In the event of cancellation before the expiration of the current term, the Agreement will remain active until the end of the then-current term.
4. The Licensor reserves the right to terminate this Agreement immediately upon the Licensee’s failure to comply with any terms of use stipulated herein. In such an event, the Licensee shall not be entitled to any refund of the annual fees paid.

4.License Fee

The licensing fees shall be determined based on the prevailing product rates at the time of renewal. Such fees shall be payable upon receipt of the invoice issued by the Licensor and must be paid before activation or renewal of the Agreement.

5.Ownership

1. Licensor retains all rights, titles, and interests in and to the Product, including all intellectual property rights.
2. Licensee shall not acquire any ownership rights in the Product through this Agreement.

6.Intellectual Property

1. The Product and all intellectual property rights related thereto, including but not limited to copyrights, trademarks, trade secrets, source code and patents, are and shall remain the sole and exclusive property of Licensor.
2. The Licensee shall not, at any time, dispute or contest, directly or indirectly, the Licensor’s exclusive ownership of the Product and its intellectual property rights. The Licensee shall take all necessary steps to protect the Licensor’s intellectual property rights and shall promptly notify the Licensor of any infringement or unauthorized use of the Product. The Licensee is prohibited from using the Product in any manner that infringes upon the intellectual property rights of the Licensor.
3. Licensee acknowledges that the Product constitutes valuable trade secrets and/or confidential information of Licensor and agrees not to disclose, provide, or otherwise make available such trade secrets or confidential information in any form to any third party without the prior written consent of Licensor.
4. Licensee shall not remove or alter any proprietary notices or labels on the Product.

7.Use Restrictions

1. The Licensee shall not, under any circumstances, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product, except to the extent expressly permitted by applicable law notwithstanding this limitation. Furthermore, the Licensee shall not sublicense, distribute, sell, lease, rent, or otherwise transfer the Product or any portion thereof to any third party without the prior written consent of the Licensor. The Licensee is also prohibited from using the Product in any manner that infringes upon the intellectual property rights of the Licensor or any third party, or that violates any applicable laws or regulations.
2. The Licensee acknowledges and agrees that the Products must be used with a version of software that is supported by Microsoft. It is the sole responsibility of the Licensee to ensure that the software remains up-to-date and compatible with the Products. The Licensee shall regularly check for updates and install them as necessary to maintain the proper functioning and security of the Products. The Licensor shall not be liable for any issues arising from the use of outdated or unsupported software versions.

8.Confidentiality

Licensee agrees to maintain the confidentiality of the Product and any related proprietary information disclosed by Licensor, and to use such information solely for the purposes authorized under this Agreement.

9.Warranties and Disclaimers

1. Licensor warrants that it has the right to grant the license to the Product as provided in this Agreement. The Licensee shall promptly notify the Licensor of any claims or disputes concerning the intellectual property rights of the Product.
2. Except as expressly provided in this Agreement, the Product is provided “as is,” and Licensor disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.

10.Limitation of Liability

In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if Licensor has been advised of the possibility of such damages.

11.Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to Licensee’s use of the Product.

12.Modification of Terms

The Licensor reserves the right to modify this EULA at any time. Any modifications will be effective immediately upon posting the revised EULA on the Licensor’s website. The User’s continued use of the Software following the posting of any changes constitutes acceptance of those changes. If the User does not agree to the new terms, they must stop using the Software and uninstall it from their environment.

13.Miscellaneous

1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.
2. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec.
3. Any disputes arising out of or in connection with this Agreement shall be resolved before the courts of the Province of Quebec, district of Montreal, which shall have exclusive jurisdiction.
4. Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or by recognized courier service to the address specified above.
5. Neither party may assign or transfer this Agreement without the prior written consent of the other party.