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Terms & Conditions
These Terms of Service (together with any documents referred to in them) (collectively, these “Terms) are between You and Augmentt Technology Inc. (“Augmentt,” “we,” “us,” or “ours”). These terms govern your license and use of the Free Community Software (“Software”) you downloaded or accessed via www.augmentt.com or one of its affiliated sites.
1. Grant of License
a. Free Community Software Subscription. Augmentt Free Community Software grants You a free of charge, nonexclusive, non-transferable, non-supported, limited license, to Use and access the Software for Your business purposes only.
2. OWNERSHIP AND RIGHTS OF USE
a. Ownership. Augmentt own all intellectual property rights in and to the Software, including, without limitation, all copyrights in the Software (including the look and feel), trademarks, trade dress, and trade secrets. You acknowledge that the Software contains trade secrets of Augmentt, its suppliers, or licensors, including but not limited to, the specific internal design and structure of individual programs and associated interface information. Your rights to Use the Software are limited to those expressly granted by these Terms. You are granted no implied licenses to any other intellectual property rights other than as specifically granted herein.
b. Open Source and Third Party Software.The Software may contain or be distributed with third party software covered by an open source license that supersedes the licensing terms of these Terms to the extent required by that open source license. All open source software is provided WITHOUT ANY WARRANTY INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c. Proprietary Notices.You agree to maintain and reproduce all copyright, trademarks and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software.
d. Suggestions.Augmentt shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate in the Software any suggestion, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation, features or functionality of the Software.
3. ACCOUNTS AND AUTHORIZED USERS
a. Authorized Use.You are responsible for ensuring all Users are authorized to access the Software, and are informed of, and abide by, the terms and conditions of the licenses granted in these Terms.
4. TERM AND TERMINATION
a. Term. The term (“Term”) will commence upon acceptance of these Terms and remain in effect until terminated. Termination of your Augmentt Free Community Software will remain in effect until you uninstall the software and destroy all copies of the Software.
i. Termination for Cause. If either party breaches any of the terms or conditions of these Terms and fails to cure such breach within 30 days after written notice thereof, the other party shall have the right to terminate these Terms with written notice.
ii. Automatic Termination. On termination or non-renewal, these Terms shall automatically terminate.
iii. Effect of Termination. On termination of these Terms, without limiting either party’s rights and remedies at law or in equity, but subject to any exclusive remedies herein:
1. Software licenses shall immediately terminate and You shall, and shall ensure all Users shall, immediately cease use of the Software.
2. Upon termination, You shall destroy all copies of the Software.
3. Termination of these Terms for any reason shall not affect past sums due under these Terms.
iv. Surviving Provisions. Sections 8 (Indemnification), 4.b.iii (Effect of Termination), 4.b.iv (Surviving Provisions), 2 (Ownership), 5 (Confidentiality), 8 (General Provisions), and (9) Definitions, and any terms stated to survive in Sales Order shall survive any termination of these Terms.
a. Definition of Confidential Information.As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
b. Protection of Confidential Information.Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall only use the Confidential Information for the purposes set forth in these Terms, (b) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party, and (c) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, vendors, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6. Warranty.THE SOFTWARE FURNISHED BY AUGMENTT AND ACCEPTED BY YOU ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY AUGMENTT. AUGMENTT DOES NOT WARRANT THAT THE SOFTWARE OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. AUGMENTT EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE PRODUCTS OR DEVICES THAT MAY COMMUNICATE WITH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO THIS EXCLUSION MAY NOT APPLY TO YOU.
7. Limitation of Liability. IN NO EVENT WILL AUGMENTT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE FURNISHED OR TO BE FURNISHED BY AUGMENTT UNDER THESE TERMS OR THE USE THEREOF, EVEN IF AUGMENTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE AGGREGATE LIABILITY OF AUGMENTT UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE FURNISHED OR TO BE FURNISHED BY AUGMENTT UNDER THESE TERMS WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE LICENSE FEE ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM, LEGAL ACTION OR DAMAGE UNDER ANY SALES ORDER TO WHICH THE CLAIM RELATES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT FULLY APPLY TO YOU. No claim, regardless of form, which in any way arises out of these Terms, may be made or brought by Customer or Customer’s representatives more than two (2) years after the basis for the claim becomes known to Customer.
8. GENERAL PROVISIONS.
a. Enforcement/Choice of Law/Choice of Forum.Every provision of these Terms will be construed, to the extent possible, so as to be valid and enforceable. If any provision of these Terms so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be modified by a court of competent jurisdiction to be valid and enforceable while maintaining as close as possible the intent of the parties as indicated by the wording of these Terms or, if the provision cannot be so modified, deemed severed from these Terms, and all other provisions will remain in full force and effect. The laws of the Province of Ontario, excluding its conflicts of law rules, govern these Terms and Your use of the Software. Your use of the Software may also be subject to other local, provincial/state, national, or international laws. Any action between the parties will be venued in a provincial or federal court situated within the Province of Ontario, and You irrevocably submit Yourself to the personal jurisdiction of such courts for such purpose.
c. No Joint Venture.These Terms shall not be construed as creating or constituting any partnership, joint venture or agency relationship between the parties.
d. Assignment and Resale.Augmentt may assign its rights and obligations under these Terms but Your rights under these Terms are not assignable or transferable. You agree not to sell or resell the Software or any portion thereof. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
e. Customer Identification. You agree that Augmentt may identify You as a customer and use Your logo(s) solely for the purpose of customer identification in sales presentations and/or marketing materials.
f. No Third Party Beneficiaries.No third-party beneficiaries are intended or shall be construed as created by virtue of these Terms.
a. “Free Community Software”means all free software Augmentt makes available to download from its Website under the brand “Augmentt Free Community Software”. It does not include Augmentt Discover, Augmentt Secure, Augmentt Engage, Augmentt Backup, Augmentt Analytics or any other paid-for Augmentt software products.
b. “Device”means Your computer, tablet, smartphone, or any other electronic device.
c. “Documentation”as used in these Terms means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by Augmentt with the Software.
d. “Updates”means any and all bug fixes, error corrections, improvements, modifications, revisions and updates to the Augmentt Software then-currently licensed that Augmentt makes available to You.
e. “Use” or “Using”means to download, install, activate, access, or otherwise use the Software.
f. “User”means the individuals who are authorized by You to use the Software. Users may include employees or contractors registered by name as registered users.
g. “User Data”means all content, data, or other information stored, shared, collected, or otherwise submitted by You or the Software.
h. “Website” means the domains, including www.augmentt.com, that allow Users access to the Software from the supported browsers. Additional domains may be added from time to time.
END OF TERMS AND CONDITIONS