3. DESCRIPTION OF SERVICES
Through its network of Web properties (as defined in section 8), LULU Software™ provides you with access to a variety of services such as software (downloadable on our websites, pre-installed on a device, downloadable on a third party website, software as a service (SaaS), obtained on a physical medium such as, but not limited to formats such as CD, DVD, Blu-ray, memory stick), resources, including download areas, communication forums, product information, including any updates, enhancements, new features, and/or the addition of any new Web properties (collectively referred to as “Services”), that are subject to the TOU and to the End Users License Agreement contained in section B (the “License Agreement”).
4. RESTRICTIONS ON USE
As a condition of your use of this Website and any of the Services, you agree:
- 1. not to use the Website for any purpose that is unlawful under applicable law, or prohibited by the terms and conditions of the TOU and the License Agreement;
- 2. not to defame or disparage any other person, both physical and legal, or make comments of an obscene, derogatory or offensive manner or otherwise use this Website and/or the Services or their content in a way that brings LULU Software™ or any third party into disrepute or causes LULU Software™ to be liable to any third party;
- 3. not to create derivative works from, or exploit in any way, this Website and/or the Services or their content except as permitted by LULU Software™ under the TOU and the License Agreement or as expressly provided under applicable law;
- 4. not to use this Website and/or the Services to distribute viruses or malware or other similar harmful software code;
- 5. not to represent or suggest that LULU Software™ endorses any other business, product or service unless we have separately agreed to do so in writing; and
6. that you are solely responsible for all costs and expenses you may incur in relation to your use of this Website and/or the Services and shall be solely responsible for keeping your password and other account details confidential.
LULU Software™ reserves the right to prevent or suspend your access to this Website and/or the Services if you do not comply with any part of the TOU or any applicable law.
5. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
6. REPRODUCTION OR REDISTRIBUTION
COPYING OR REPRODUCTION OF ANY SOFTWARE INCLUDED IN THE SERVICES TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
ANY SOFTWARE AND SERVICES ARE SUBJECT TO LIMITED WARRANTY, IF AT ALL, ONLY IN ACCORDANCE WITH THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, LULU Software™ HEREBY DISCLAIMS ANY WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
FOR YOUR CONVENIENCE, LULU Software™ MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. LULU Software™ DOES NOT MAKE ANY REPRESENTATION WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE AND/OR DOWNLOAD OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WHEN USING OR DOWNLOADING THE TOOLS AND UTILITIES MADE AVAILABLE.
7. NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS WEBSITE
LULU Software™ grants you permission to use documents (such as white papers, press releases, datasheets and FAQs) which result from use of the Services, provided however that: (1) the below copyright notice appears in all copies, (2) use of such documents is for informational, non-commercial and personal use only and will not be copied or posted on any network computer or broadcast in any media (unless otherwise permitted under the License Agreement) and (3) no modifications of any documents are made.
Notwithstanding the above, accredited educational institutions, such as K 12, universities, private/public colleges, and state community colleges, may download and reproduce the documents for distribution in the classroom. Distribution outside the classroom requires our prior and express written permission. Use for any other purpose is expressly prohibited and may result in severe civil and criminal penalties. LULU Software™ will exercise all of its rights and recourses against violators to the maximum extent possible.
Documents specified above do not include the design or layout of this Website or any other LULU Software™ owned, operated, licensed or controlled website (“Web Properties”). Elements of Web Properties are protected by trade dress, trademark, unfair competition and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Web Properties may be copied or retransmitted unless expressly permitted by LULU Software™.
8. NO REPRESENTATION
LULU Software™ AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED ON THIS WEBSITE, IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS WEBSITE AND/OR RELATED TO THE SERVICES. ALL SUCH INFORMATION, DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LULU Software™ AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL LULU Software™ AND/OR ITS REPRESENTATIVES AND SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS WEBSITE AND/OR THE SERVICES. THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS WEBSITE AND/OR RELATED TO THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. LULU Software™ AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
9. NOTICES REGARDING SERVICES AVAILABLE ON THE WEBSITES OWNED AND OPERATED BY LULU Software™
IN NO EVENT SHALL LULU Software™ AND/OR ITS REPRESENTATIVES AND SUPPLIERS BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEBSITE AND/OR THE SERVICES OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THIS WEBSITE AND/OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE LIMITATIONS OF LIABILITY IN THE LICENSE AGREEMENT, WHICH REPRESENT THE AMOUNT PAID FOR THE LICENSED SOFTWARE OR IN ALL OTHER CASES THE AMOUNT YOU PAID US FOR THE SERVICES.
10. USER ACCOUNT, PASSWORD AND SECURITY
11. TEMPORARY STORAGE
LULU Software™ may, from time to time, but for a maximum period of 24 hours, store any documents and/or information provided by you when using the Services. This temporary storage is offered to avoid the loss of your data in case of failure of Internet connection. Such temporary storage is subject to the provisions set forth in section 9.
12. PROHIBITED USE
As a condition of your use of this Website and/or the Services, you will not act in any manner that could damage, disable, overburden, or impair any LULU Software™ server, or the networks connected to any LULU Software™ server, or interfere with any other party’s use and enjoyment of this Website and the Services. You may not attempt to gain unauthorized access to this Website and/or any Services, other accounts, computer systems or networks connected to any LULU Software™ server or to any Web Properties and/or Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to legitimate users through this Website and/or the Services.
13. LINKS TO THIRD PARTY SITES
THE LINKS IN THIS SECTION WILL LET YOU LEAVE THIS WEBSITE. THE LINKED WEBSITES ARE NOT UNDER THE CONTROL OF LULU Software™, LULU Software™ IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED WEBSITE OR ANY LINK CONTAINED IN A LINKED WEBSITE, OR ANY CHANGES OR UPDATES TO SUCH WEBSITE. LULU Software™ IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED WEBSITE. LULU Software™ IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY LULU Software™.
14. GOVERNING LAWS
All Trademarks belong to LULU Software™ and/or its respective suppliers or partners. Any rights not expressly granted herein are reserved.
© 2021 LULU Software™. All rights reserved.
End User’s License Agreement (“License Agreement”)
To protect your own interests you must read and understand the following important terms before purchasing or using Services from our site.
This License Agreement is a legally binding agreement between the end user (the “Licensee”) and LULU Software™ (the “Licensor”) pursuant to which the Licensor licenses the use of the Licensed Software to the Licensee.
Please read this section carefully. If you have any questions concerning this License Agreement, please contact the Licensor at [email protected]. Any installing, copying, accessing, or using the Licensed Software by the Licensee constitutes Licensee’s acceptance of, and agreement to comply with, all of the terms and conditions of this License Agreement.
By accessing and using any LULU Software™ website, you expressly agree to be bound by the term of the License Agreement and any other applicable TOU.
1. DEFINITION OF SERVICES
For the purpose of this License Agreement and the Services associated thereto, and notwithstanding any other definitions given herein, “Licensed Software” means: any Software (downloadable on our website, pre-installed on a device, downloadable on a third party website, software as a service (SaaS), obtained on a physical medium such as, but not limited to, CD, DVD, Blu-ray, memory stick), resources, including download areas, communication forums, product information, including any updates, enhancements, new features, and/or the addition of any new Web properties. The Services also include: the Services for which this License Agreement is provided, including but not limited to:
- 1. third party computer information or software that the Licensor has licensed for inclusion in the Licensed Software; and
- 2. any written materials or files relating to the Licensed Software (“Documentation”).
2. GRANT OF THE LICENSE
Subject to the terms and conditions of this License Agreement, including the payment of applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sub-licensable and revocable license to install or use the Services for purchased period and solely for Licensee’s own private use. Any use or installation of more copies of the Licensed Software that are licensed is prohibited without the prior and written consent of the Licensor. If a Licensee is authorized by the Licensor to distribute the Licensed Software within its organization, all the restrictions contained in the present License shall apply to each individual end user.
3. LICENSE RESTRICTIONS
- 1. Licensee may not modify, adapt, translate, sublicense, rent, lease, or loan all or any portion of the Licensed Software or Documentation;
- 2. Licensee may not create any derivative works from all or any portion of the Licensed Software or Documentation;
- 3. Licensee may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Licensed Software;
- 4. Licensee may not use a previous version of the Licensed Software after receiving a media replacement or upgraded version as a replacement to a prior version (in such case Licensee must destroy the prior version);
- 5. Licensee may not use the Licensed Software in the operation of any business, aircraft, ship, nuclear facility, life support machines, communication systems, or any other equipment in which the failure of the software could lead to personal injury, death, or environmental damage;
- 6. Licensee may not remove or obscure Licensor copyright or trademark notices, or the copyright and trademark notices of third parties that Licensor has included in the Licensed Software or Documentation;
- 7. Licensee may not use the Licensed Software to host applications for third parties, as part of a facility management, timesharing, service provider, or service bureau arrangement; and
- 8. Licensee may not use the Licensed Software in any manner that is illegal or not authorized by this License Agreement.
Licensee may install the number of copies of the Licensed Software authorized by the Licensor. The Licensee must be the primary user of the computer on which the Licensed Software is installed. The present License Agreement shall apply to all installations of the Licensed Software. The Licensor provides for the purchase of multiple licenses or user accounts. Licensee may install the number of Licenses purchased. Licensee shall be solely responsible for all expenses incurred in Licensee’s installation and use of the Licensed Software.
5. SOFTWARE IMPROVEMENT PROGRAM
LULU Software™ is committed to helping protect the privacy of users. This statement explains the data collection process and usage practices for the Licensed Software improvement.
The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Licensed Software may contain enforcement technology that limits Licensee’s ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, for a finite number of computers and for a defined period in time determined by the purchased License. The Licensed Software may require activation as explained during installation and in the Documentation. If any such applicable activation procedure is not followed, then the Licensed Software may only operate for a finite period of time. If activation is required, and not completed within the finite period of time set forth in the Documentation and explained during installation, then the Licensed Software will cease to function until activation has been completed, at which time functionality will be restored. If Licensee has any problem with the activation process, Licensee should contact the Licensor customer support at info(at)lulusoftware(dot)com.
7. EVALUATION COPY
Licensee may be granted an evaluation copy of the Licensed Software free of charge for a certain period of time, as specified from time to time by LULU Software™ (the “Evaluation Copy”). Licensee may be required to create an account in order to use the time-limited Evaluation Copy. Certain features and/or functionalities of the Licensed Software may be locked or unavailable in the Evaluation Copy, or may require the creation of an account to become available. At the end of the duration of the Evaluation Copy, Licensee will have the option to benefit from the features and functionalities of the Licensed Software, through the purchase of a valid license. From the moment that Licensee activates Licensed Software with a valid license key or logs in to an activated account linked to purchased license the Evaluation Copy shall cease being considered an Evaluation Copy and all the terms of this License Agreement shall commence to apply in their entirety. All the terms and conditions of this License Agreement shall apply equally to an Evaluation Copy, with necessary modification.
Licensee may make one copy of the Licensed Software for backup or archival purposes only, being understood that the documentation may not be duplicated. Unless expressly permitted by LULU Software™, any simultaneous access, use, maintenance, of the Licensed Software is strictly prohibited. Licensee agrees either to implement access security mechanisms to prevent simultaneous use or to pay an additional fee according to the number of users with access to the computer on which the Licensed Software is installed or to a network enabling use of the Licensed Software by multiple computers simultaneously.
9. LICENSE TRANSFER
Licensee may not sell, assign, or transfer the Licensed Software or the License granted by this License Agreement without the prior written consent of the Licensor (or unless permitted by the terms of the License Agreement).
10. SOFTWARE UPDATES
Licensor may provide Licensee with Software Updates and/or Content Updates from time to time at no charge during the term of this License agreement. For the purposes hereof, “Update” means a new version of the Licensed Software containing technical modifications, updated information, altered functionality, or any other changes that are intended by Licensor to improve or to add, delete or otherwise modify any aspect of the Licensed Software. “Content Update” shall mean an update of the content used by the Licensed Software that might need to be updated from time to time. If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any update provided by the Licensor to Licensee is made on a License exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee’s rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, the Licensor may cease support for prior versions, without any notice to Licensee. Software Updates and/or Content Updates may be provided via the Licensed Software or on the Licensor websites. This License does not otherwise permit Licensee to obtain and use a Software Upgrade and/or a new Licensed Software version. The Licensed Software may require Content Updates in order to work effectively.
11. INTELLECTUAL PROPERTY OWNERSHIP
The Licensed Software and any authorized copies that Licensee makes are the property of, and are owned by, the Licensor, and by third parties whose intellectual property has been licensed to the Licensor. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of the Licensor and such third parties. The Licensed Software is protected by and subject to any applicable law on a worldwide basis. Except as expressly provided in this License Agreement, Licensee is not granted any intellectual property rights whatsoever in the Licensed Software. Licensee may not make or publish any public statement concerning the Licensed Software or the Licensor without the prior express written consent of the Licensor.
The Licensor is not obligated by this License Agreement to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as the Licensor may offer from time to time during the term of this License Agreement.
13. LIMITED WARRANTY ON MEDIA
The Licensor warrants that the media on which the Licensed Software is distributed will be free from defects for a period of thirty (30) days from the date the Licensed Software is delivered to Licensee. If Licensee discovers a defect in the media during this 30-day period, Licensee must then return the defective media to the Licensor within ten (10) calendar days of discovering the defect, and Licensee’s sole remedy is to have either the defective media replaced, or at the Licensor’s sole option, receive a refund of the money that Licensee paid for the Licensed Software. The warranty given in this paragraph is the only warranty given by the Licensor hereunder.
14. NO WARRANTY ON LICENSED SOFTWARE
SUBJECT TO ANY LAW OF PUBLIC ORDER, THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE “AS IS.” THE LICENSOR, AND THE LICENSOR’S SUPPLIERS OR AFFILIATES, MAKE NO WARRANTY AS TO ITS USE OR PERFORMANCE. THE LICENSOR, AND THE LICENSOR’S AFFILIATES, MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION.
15. LIMITATION OF LIABILITY
IN NO EVENT WILL THE LICENSOR, OR THE LICENSOR’S AFFILIATES, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR OR ONE OF THE LICENSOR’S AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION. WITHOUT LIMITING THE GENERAL SCOPE OF THE FOREGOING, THE AGGREGATE LIABILITY OF THE LICENSOR, AND THE LICENSOR’S AFFILIATES, UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, IF ANY, SUBJECT TO ANY SPECIFIC RULES CONCERNING PRE-RELEASE SOFTWARE AS MORE FULLY DESCRIBED IN SECTION 17 BELOW.
Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees on a solicitor-client or extrajudicial basis) arising from or relating to Licensee’s use of the Licensed Software. Licensee’s obligations under this section shall survive the expiration or termination of this License Agreement.
17. ADDITIONAL TERMS FOR BETA SOFTWARE
If the Licensed Software that Licensee receives with this License Agreement is a pre-commercial release, also known as “BETA” software (“Pre-release Software”), then, to the extent that any provision in this section is in conflict with any other term or condition in this License Agreement, this section supersedes such conflicting terms and conditions as to the Pre-release Software, but only to the extent necessary to resolve the conflict. Licensee acknowledges that the Pre-release Software does not represent the final product from the Licensor, and may contain bugs, errors, and other problems that could cause system or other failures and data loss. Consequently, the Licensor disclaims any warranty or liability obligations to Licensee of any kind whatsoever and Licensee accepts such disclaimer
NOTWITHSTANDING ANY OTHER PROVISION LIMITING LICENSOR’S LIABILITY, IN APPLICABLE JURISDICTIONS WHERE LIABILITY CANNOT BE SO EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT MAY BE LIMITED, THE LICENSOR LIABILITY, AND THAT OF ITS SUPPLIERS, SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID BY LICENSEE OR FIFTY UNITED STATES DOLLARS (USD $50.00).
Licensee acknowledges that the Licensor has not promised or guaranteed to Licensee that the Pre-release Software will be announced or made available to anyone in the future, and that the Licensor has no express or implied obligation to Licensee to announce or introduce the Pre-release Software. The Licensor may decide not to introduce a product similar to, or compatible with, the Pre-release Software. Accordingly, Licensee acknowledges that any research or development that Licensee performs, with the express and prior authorization of Licensor, regarding the Pre-release Software, or any product associated with the Pre-release Software, is done entirely at Licensee’s own risk.
During the term of this License Agreement, if requested by the Licensor, Licensee will provide feedback to the Licensor regarding testing and use of the Pre-release Software, including error or bug reports. If Licensee has been provided the Pre-release Software pursuant to a separate written agreement, then Licensee’s use of the Pre-release Software is also governed by said agreement. Notwithstanding anything in this License Agreement to the contrary, Licensee will return or uninstall all unreleased versions of the Pre-release Software within thirty (30) days of the completion of Licensee’s testing of the Pre-release Software if that date is earlier than the date scheduled for the Licensor first commercial shipment of the publicly and commercially released Software.
18. THIRD PARTY SOFTWARE
Third party software may be distributed together with the Licensed Software (the “Third Party Software”). Any and all such Third Party Software may require notices and/or be subject to different license terms. Such required Third Party Software notices and license terms, if any, may be accessed through the Third Party Software itself. By accepting this License Agreement, Licensee is also accepting the license terms, if any, under which the Third Party Software is made available. Licensee will not enter into a contractual relationship with Licensor regarding such Third Party Software and Licensor accepts no responsibility for Licensee uses of same.
19. TERM AND TERMINATION
The Term of this License Agreement is for a period of time corresponding to the License type and/or duration purchased from the date of purchase except with regards to an Evaluation Copy for which the default term shall be for so long as Licensor makes such Evaluation Copy available to Licensee. At the end of the Term, Licensee agrees to de-install and destroy or permanently erase all but one copy of the Licensed Software within thirty (30) days of termination or expiration. Following expiry of the Term, some features and functionalities of the Licensed Software may cease to function or the Licensed Software may cease to function altogether. Notwithstanding the above, the License shall automatically terminate if Licensee breaches this License Agreement, and fails to cure any breach within five (5) calendar days after request from the Licensor, or the Licensor’s authorized representative, without prejudice to the rights of Licensor to compensation for damages in accordance with the applicable law. The Licensor may terminate this License Agreement, whereupon all rights granted to Licensee shall immediately cease. Furthermore, upon termination, Licensee shall return to the Licensor all copies of the Licensed Software, or attest in writing that all copies of the Licensed Software have been destroyed.
20. END-USER GENERATED CONTENT
The Licensed Software enables the Licensee to enter content that will be stored on the computer on which the Licensed Software is installed (such content shall be referred to herein as the “End-User Generated Content”). Licensee is solely responsible for Licensee’s use, storage and disclosure of the End-User Generated Content. Licensee may only use the End-User Generated Content responsibly, in a manner consistent with the exercise of good judgment. As PDF software, the Licensed Software will permit the Licensee to enter, copy, edit Content that constitutes non-public personal information of individuals other than the Licensee; the Licensee shall not use, store or disclose any such information without the express consent of the individuals to whom it relates. If Licensee is having difficulty deciding whether Licensee’s intended use is appropriate, or whether Licensee needs written permission, or whether other legal issues should be considered, the Licensor strongly encourages Licensee to seek independent legal counsel. The Licensor will not assist Licensee in making this determination, nor can the Licensor provide Licensee with legal advice as to intellectual property rights or privacy laws.
Licensee may only use End-User Generated Content which belongs to Licensee and will not violate the rights of others therein. The Licensor will not edit or monitor any and all Content; Licensee therefore assumes exclusive responsibility for the monitoring thereof. Licensee may not use the Licensed Software in conjunction with content that is illegal, obscene, indecent, defamatory, incites racial or ethnic hatred or violates the rights of others, or is in any other way objectionable.
If Licensee or Licensee’s legal counsel determines that Licensee is required by law to obtain written permission to use portions of the End-User Generated Content, Licensee must request permission for reproduction, redistribution, or modification of the Content from the appropriate owner of the subject materials (as may be cited in the Licensed Software). If, on the other hand, Licensee or Licensee’s legal counsel determines it is permissible to proceed and include End-user Generated Content from the Licensed Software, the Licensor asks Licensee to correctly designate the Licensor’s trademarks when referring to the Licensed Software in the notice or copyright portion of Licensee’s paper, project, or product. Licensee shall indemnity, hold harmless, and defend the Licensor and the Licensor suppliers from all claims, damages, attorneys’ fees on a solicitor-client or extrajudicial basis, costs, and lawsuits that arise from, or result from, Licensee’s use or distribution of any and all Content and its use of the Licensed Software.
All obligation set forth in this License Agreement shall survive the termination thereof, however caused; but this survival shall not imply or create any continued right to use the Licensed Software after termination of this License Agreement.
22. EXPORT RULES
The Licensed Software may be subject to limitations concerning its export or use in certain countries or territories. Licensee shall not ship, transfer, or export Licensed Software into any country or use Licensed Software in any manner prohibited by any such export laws, restrictions, or regulations applicable to the Licensee (collectively the “Export Laws”). If the Licensed Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee, and Licensee’s employees who will use the Licensed Software are not a citizen, or otherwise located within, a nation subject to export restrictions imposed by Canada or the United States of America (including without limitation: Iran, Syria, Sudan, and North Korea), and that Licensee, and Licensee’s employees who will use the Licensed Software, are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Licensed Software are granted on condition that Licensee complies with the Export Laws, and all such rights are forfeited if Licensee fails to comply with the Export Laws. It is the Licensee’s sole responsibility to ensure compliance with this section.
23. GOVERNING LAW
This License Agreement is subject to, and will be governed by and construed in accordance with the laws in force in the Province of Québec, Canada. The courts sitting in the Province of Quebec, including the Federal Courts of Canada shall have exclusive jurisdiction over disputes arising hereunder. Without limiting the generality of the foregoing, but subject to any law of public order, the application of any other law, agreement and/or convention, including the United Nations convention or contracts for the International Sale of Goods is expressly excluded from the License Agreement.
24. LICENSOR ADDRESS
Any correspondence addressed to Licensor pursuant to the License Agreement may be properly delivered to LULU Software™ at its principal place of business at 7075 Robert-Joncas Place, Suite 142, Saint-Laurent, Quebec, H4M 2Z2, Canada.
25. RESERVATION OF RIGHTS
The Licensor reserves all rights not expressly granted to Licensee by this License Agreement. The rights of use of the Licensed Software granted to Licensee are limited to the scope of Licensor’s intellectual property rights, and to the intellectual property rights of third parties licensed by the Licensor, and do not include the grant to Licensee of any intellectual property rights of any kind. This License is the entire agreement between Licensee and Licensor with respect to this subject matter and supersedes any and all prior oral or written agreements, representations, negotiations, any additional terms or other similar communication between the parties.
26. PRIVACY & PROTECTION OF PERSONAL INFORMATION
27. COMPLETE AGREEMENT
This License Agreement constitutes the entire agreement between the Licensee and the Licensor relating to the Licensed Software, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating to the Licensed Software.
This License Agreement may only be modified or amended by a writing signed by an authorized officer of the Licensor.
If any provision of this License Agreement is determined by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this License Agreement will remain in full force and effect.
No failure or delay by the Licensor in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of the Licensor shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
31. PROOF OF COMPLIANCE
Within thirty (30) calendar days after request from the Licensor, or a Licensor authorized representative, Licensee will provide full documentation and certification, under penalty of perjury, that Licensee’s use of any and all Licensed Software complies with this License Agreement.
32. These general terms and conditions
These general terms and conditions (the “Conditions”) apply to all purchases of products or services (the “Products”) sold through this web site (the “Site”), by us, or through our sister companies and subsidiaries of CLARANOVA, as the case may be, 6785719 Canada Inc. (d.b.a. “Upclick “) a corporation incorporated under the Canada Business Corporations Act having its registered office at 142-7075 Place Robert-Joncas, Montréal, Québec H4M 2Z2, UC Distribution LLC, a limited liability company incorporated in the United States of America and having its registered address at 2915 Ogletown Rd. #3783, Neward, DE 19713 and Upclick Malta Limited, a Limited Company incorporated in Malta, registered at Company House under company number 470, VAT number MT19614836, with registered office at 48/4 Amery Street, Sliema, SLM – 1701, Malta.