Legal
End-User License Agreement
BlueMarvel.ai Inc. — Software License Agreement
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY OPENING THE SOFTWARE PACKAGE, INDICATING ASSENT ELECTRONICALLY, OR DOWNLOADING, INSTALLING, COPYING, OR USING THE SOFTWARE, THE LICENSEE AGREES TO ACCEPT THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AND AGREES THAT THE LICENSEE IS LEGALLY BOUND BY ITS TERMS. IF LICENSEE DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT CONTINUE DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE AND RETURN THE SOFTWARE FOR A REFUND.
BlueMarvel.ai Inc., a software product company (“BlueMarvel”) is the licensor of the Software. As used in this Agreement, the term “Software” refers to software, and all related access keys, license management, documentation and libraries as well as revisions or updates provided by BlueMarvel. The term “Documentation” means user manuals or operating instructions provided by BlueMarvel with the Software. “Proposal” means, if applicable, the BlueMarvel proposal describing the Software as provided by BlueMarvel to Licensee.
1. License
Subject to Licensee's compliance with this Agreement and payment of applicable fees, BlueMarvel grants Licensee a non-transferable, non-sublicensable, non-exclusive limited license during the License Term to use the Software provided to Licensee solely: (a) for Licensee's internal business purpose, (b) in accordance with the Documentation, and (c) by and through its Authorized Users. BlueMarvel may, from time to time, revise or update the Software and, in so doing, incurs no obligation to furnish such revisions or updates to Licensee, except as otherwise provided in a separate written agreement. The "License Term" means the period of time that Licensee is authorized to access the Software as specified in the Proposal. If the "License Term" is not defined in the Proposal, then the License Term will be twelve months.
2. Restrictions
Licensee may not exceed any limits applicable to Licensee's use of the Software (e.g., as may be identified in this license, the Product Terms, the applicable data sheet, the Proposal, or the Documentation (collectively, the "Product Descriptions")) nor use any features of the Software for which Licensee has not purchased a license. To the extent the Product Descriptions include a number of users, systems, tags, or other parameter, Licensee may not use more than the specified parameter (or, as applicable, use the Software in support of more than the specified parameter) without purchasing an additional license. BlueMarvel may use technological and/or other measures to prevent unlicensed access to, or use of, the Software or its features, and Licensee acknowledges and agrees to the use of such measures, and that Licensee shall not actually, nor attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. Licensee may not use or copy the Software except as expressly provided in this license or the Product Terms. Licensee may not reverse engineer, decompile, decode, or otherwise attempt to derive or access the source code of the Software, modify, translate, adapt, or create derivative works of the Software or any copy, in whole or in part. This Agreement and the Software may only be transferred or assigned (by operation of law or otherwise) with BlueMarvel's written consent and upon payment of applicable transfer fees. Unless otherwise expressly permitted in writing, Licensee may not use the Software to provide training services or consulting services to third parties or otherwise provide the Software or extend the benefit of the Software to any third party other than an Authorized User that uses the Software for Licensee's benefit. Licensee may not use the Software in violation of any governmental law, regulation, or rule or use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.
3. Responsibility for Use of Software
Licensee may permit subcontractors to access and use the Software solely (i) in compliance with the terms of this Agreement and (ii) for Licensee's benefit. Licensee shall ensure that all such users comply with the terms of this Agreement. Notwithstanding the foregoing, under no circumstances may Licensee provide access to the Software to a competitor of BlueMarvel. Licensee is responsible and liable for all uses of Licensee's instance(s) of the Software. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software by its authorized users or by any other person or entity to whom Licensee or an authorized user may provide access to or use of the Software.
4. Security Assessments
In the event Licensee wishes to assess the vulnerability of the Software (including conducting a penetration test or any other form of vulnerability assessment or test), Licensee agrees to obtain BlueMarvel's prior written consent. BlueMarvel will not unreasonably withhold or unduly delay such consent, but Licensee agrees that BlueMarvel may require that: (i) BlueMarvel participate in any such tests/assessments, (ii) receive the results of such tests/assessments, and (iii) Licensee not publish, distribute, or otherwise make available the results (in whole or part) to any third party without the express written consent of BlueMarvel.
5. Data Privacy and Use
When Licensee downloads, installs or uses the Software, BlueMarvel may use automatic means to collect information about Licensee's device and about its use of the Software. Licensee also may be required to provide certain information about Licensee or its users as a condition to downloading, installing or using the Software or certain of its features or functionality. BlueMarvel may collect information, including but not limited to information relating to the manner or frequency of use of the Software. All information BlueMarvel collects through or in connection with this Software is subject to the BlueMarvel Privacy Notice. Licensee agrees that BlueMarvel may use all data that it collects or receives: (i) for purposes of supporting the Software, verifying compliance with the terms of this Agreement, enforcing BlueMarvel's rights, or performing services for Licensee; and (ii) once aggregated with data received from other BlueMarvel customers, for purposes of improving BlueMarvel's products or for any other commercial purpose.
6. Title
Licensee acknowledges and agrees that the Software is licensed and not sold. Licensee does not acquire any ownership interest in the Software under this Agreement, or any other rights thereto, other than the limited license expressly granted above. BlueMarvel and its licensors reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights in the Software, except as expressly granted to the Licensee in this Agreement. Licensee acknowledges and agrees that the following are BlueMarvel's confidential information: (i) the Software, (ii) other confidential information provided in connection with the Software, and (iii) any benchmarking data or other results of use or testing of the Software that are indicative of its performance, operation, efficacy, reliability, or quality (collectively, "Proprietary Information").
7. Term; Suspension
The term of this Agreement shall be for the License Term unless terminated earlier as permitted below. BlueMarvel may terminate this Agreement or suspend Licensee's access to the Software immediately upon written notice if Licensee breaches any material term or condition of this Agreement or fails to pay amounts owed for the Software and fails to cure such breach or failure within thirty (30) days of a written notice from BlueMarvel. Licensee may cease use of the Software at any time but may not terminate this Agreement prior to the end of the License Term. Upon expiration of the License Term or the earlier termination of this Agreement as permitted above, Licensee agrees to promptly destroy all Proprietary Information (including the Software) together with all copies in any form and confirm such destruction in writing to BlueMarvel. All fees paid for the Software are non-refundable.
8. Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND BLUEMARVEL AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BLUEMARVEL MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITS LICENSORS.
9. Intellectual Property Infringement
BlueMarvel will defend Licensee against any claim that Software developed by BlueMarvel infringes a third party's intellectual property right (including patent, copyright, design right and trademark) protectable under the laws of the country where the Software is first used. BlueMarvel will only pay any final judgment or settlement entered into by BlueMarvel resulting from the action. Should an Intellectual Property Claim arise, or if BlueMarvel reasonably believes an Intellectual Property Claim will arise, then BlueMarvel may, at its sole option and expense, provide a commercially reasonable alternative to the Software. BlueMarvel's indemnity obligations are conditioned upon Licensee: (a) promptly notifying BlueMarvel in writing that a claim has been threatened or filed; (b) allowing BlueMarvel complete control of the defense and settlement; and (c) giving all reasonable help and cooperation requested.
10. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (I) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BLUEMARVEL, ITS AFFILIATES, AND ITS LICENSORS EXCEED THE FEES PAID BY THE LICENSEE FOR USE OF THE SOFTWARE, IF THE LICENSE TERM IS PERPETUAL, OR THE AVERAGE ANNUAL FEES PAID FOR THE SOFTWARE, IF THE LICENSE TERM IS NOT PERPETUAL; (II) IN NO EVENT SHALL BLUEMARVEL BE LIABLE FOR ANY DAMAGES ARISING FROM A CYBER ATTACK OR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, LOSS OF DATA, OR LOST PROFITS DAMAGES OF ANY KIND HOWEVER ARISING, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE.
11. Governing Law
This Agreement, and all matters concerning its construction, interpretation, performance or validity, shall be governed by the laws of the Province of Alberta excluding its conflict laws. Each Party shall institute and maintain any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or provincial courts located in the Province of Alberta. Each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the aforementioned courts and waives any objection to that choice of forum based on venue.
12. Audit
Licensee agrees that BlueMarvel may audit Licensee's facility and records to confirm compliance with the terms of this Agreement during the License Term and for two years thereafter. BlueMarvel agrees to provide reasonable written notice prior to conducting such an audit and agrees to conduct the audit during regular business hours without unreasonably interfering with Licensee's normal business operation. No more than one audit may be conducted in any twelve-month period unless BlueMarvel reasonably and in good faith believes that Licensee is in violation of the terms of this Agreement.
13. Entire Agreement
This Agreement is the complete and exclusive statement of the agreement between the parties which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.