NOTICE TO USER: THIS IS AN END USER LICENSE AGREEMENT (THE "AGREEMENT") WHICH SETS OUT THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ENTITLED TO USE THE LICENSED SOFTWARE PRODUCT (AS DEFINED BELOW). PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE YOU USE THE LICENSED SOFTWARE PRODUCT. BY CLICKING THE "I ACCEPT" BUTTON (IF ANY) AND/OR BY CREATING AN ACCOUNT, OR BY USING THE LICENSED SOFTWARE PRODUCT YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE LICENSED SOFTWARE PRODUCT. IF YOU HAVE PAID FOR A LICENSE, YOU ARE ENTITLED TO A REFUND OF THE LICENSE FEE IN ACCORDANCE WITH SECTION 10 BELOW.
1. LICENSE GRANT. World Digital Services Inc. (“WDS”), Ontario, Canada, hereby grants you, the end user person, company or legal entity ("You"), a non-exclusive, non-transferable, non-sublicensable and limited license to access and use, on the terms and conditions set out in this Agreement and for the period of time for which You have obtained a license (the "License Period"): (i) access to the videoconferencing software product (as applicable) marketed under the name “Blanc”, in object code form, including any and all updates and or upgrades thereof, as WDS, in its sole discretion, may provide; and (ii) any thereto related documentation (the "Documentation"), hereinafter collectively referred to as the "Licensed Software Product". You may access WDS's servers to use the Licensed Software Product for the purpose (“Services”) of videoconferencing and collaboration and providing documentation that WDS makes available through its technological platform available via: (a) its Website (including, subdomains, widgets and mobile versions); (b) its Application Program Interfaces which form part of the Licensed Software Product; (c) any information (such as data files, text, software, audio or other files, photographs, videos or other images) rendered available by WDS to which You may have access on WDS’s Website or account, or via WDS Licensed Software Product or other Services (the “Content”); (d) your account or any other programs, media and software designed to be run on electronic devices, existing now or developed in the future, which WDS may authorize from time to time in its discretion, but for no other purpose.
2. USE RESTRICTIONS. You agree that, other than as permitted under the applicable open source code public license used to create the Licensed Software Product, You may not, nor permit any third party to: (i) sub-license, assign, transfer, distribute, pledge, lease, rent or share Your rights under this Agreement; (ii) modify or adapt the Licensed Software Product; (iii) disassemble, decompile, reverse engineer or otherwise attempt to discover the source code of the Licensed Software Product (unless to the extent specifically permitted by applicable mandatory law); (iv) use the Licensed Software Product for timeshare, service bureau, or any other unauthorized purposes; (v); remove any proprietary notices or labels on the Licensed Software Product; or (vi) use the Licensed Software Product in any manner not authorized by this Agreement or any code of conduct or fair use policy adopted by WDS from time to time.
3. PROPRIETARY RIGHTS. You acknowledge and agree that other than as provided under the applicable open source code public license used to create the Licensed Software Product, WDS shall retain on behalf of itself and its licensors all rights, title and interest to the Licensed Software Product, including but not limited to any and all copyrights, patents, trademarks, trade secrets and any and all other intellectual property rights, and You acquire no rights of whatever nature to any intellectual property rights or other rights in the Licensed Software Product, except for the limited license right expressly set out in Section 1 above.
4. FEEDBACK. You hereby agree and acknowledge that any ideas, suggestions and other feedback that You may provide relating to the Licensed Software Product ("Feedback"), may be used by WDS and its licensors to improve and/or enhance the functionality of the Licensed Software Product and/or any other WDS products and accordingly You hereby grant WDS and its licensors, a non-exclusive, royalty-free, perpetual, irrevocable, worldwide right and license to use, reproduce, disclose, sub-license (without restrictions), distribute, modify, create derivative works of, and or otherwise exploit any such Feedback without any limitations whatsoever.
5. SECURITY AND THIRD-PARTY ACCESS. You agree: (i) to choose a strong and secure password; (ii) to keep said password secure and confidential; (iii) not to transfer or duplicate any part of Your account, of the content of Your account, of WDS’s Website, of the Licensed Software Product or of any other Services to any other person (e.g., connections or groups) or on any other platform, program or system (such as a cloud computing system, a mobile device hard drive or a USB key). Except as required by law or in compliance with this Agreement, You agree that: (i) You will not permit any third-party to use or access Your account or otherwise benefit from the Licensed Software Product or other Services without WDS’s prior written approval (which You must obtain by using the “Contact Us” feature of WDS’s Website); (ii) You will not access or authorize or assist any person or entity in accessing or attempting to access, any portion of the Services via any means other than by the commercial browser (such as Internet Explorer, Mozilla Firefox, Chrome or Safari) or mobile app that WDS has authorized and, whenever applicable, provided to You; (iii) You will not access the Services, the content of Your account, the WDS Website, the Licensed Software Product using automated means (such as harvesting bots, robots, spiders or scrapers); and (iv) You will not, and will not permit that others upload, viruses or malicious codes.
6. OPEN SOURCE. The Licensed Software Product has been developed using open source code under the following public licenses : GNU Lesser General Public License (http://www.gnu.org/licenses/lgpl-3.0.html) and the freeware and open source listed at https://bigbluebutton.org/open-source-project/open-source-license/.
7. SUPPORT SERVICES. WDS will, during WDS's normal working hours, provide You with e-mail and/or other support services for the Licensed Software Product through the support centre at the WDS website WDS(the "Support Services").
9. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, THE LICENSED SOFTWARE PRODUCT (INCLUDING FOR THE AVOIDANCE OF ANY DOUBT, THE DOCUMENTATION), THE SERVICES AND THE SUPPORT SERVICES ARE PROVIDED "AS IS" AND BLANC ME AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE LICENSED SOFTWARE PRODUCT, THE SERVICES OR THE SUPPORT SERVICES WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLANC AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT: (i) THE OPERATION OF THE LICENSED SOFTWARE PRODUCT, THE SERVICES OR THE SUPPORT SERVICES, WILL BE ERROR-FREE AND UNINTERRUPTED; OR (ii) ALL ERRORS OR DEFECTS IN THE LICENSED SOFTWARE PRODUCT WILL BE CORRECTED. IF YOU ARE SUBJECT TO A JURSIDICTION IN WHICH ANY OF THE ABOVE DISCLAIMERS ARE NOT VALID, YOU AGREE TO BE BOUND BY THE SAME TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW OR REGULATION.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL BLANC, OR ITS LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY: (I) FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; NOR; (II) FOR DAMAGE TO PROPERTY, LOSS OR CORRUPTION OF DATA, LOSS OF USE, LOSS OF PRODUCTION, LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), NO MATTER WHAT THEORY OF LIABILITY EVEN IF BLANC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND BLANC'S LIABILITY HEREUNDER SHALL NOT, IN AGGREGATE, EXCEED THE LICENSE FEE PAID (IF ANY) FOR THE LICENSED SOFTWARE PRODUCT. IF YOU ARE SUBJECT TO A JURISDICTION IN WHICH THE ABOVE LIMITATION OF LIABILITY OR ANY PART THEREOF IS NOT VALID, YOU AGREE TO BE BOUND BY THE SAME TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW OR REGULATION.
11. TERM AND TERMINATION. This Agreement will enter into force upon Your acceptance of this End User License Agreement, however in no event later than upon subscription to the Licensed Software Product or first access of and creation of an account by You and will, unless prematurely terminated as set out herein, remain in force for the License Period. WDS is entitled to, at its sole discretion, prematurely terminate this Agreement with immediate effect or suspend the provision of any updates or access to the Services, upon notice to You (if possible), if You: (i) are in breach of any terms and conditions of this Agreement or any fair use policy or code of conduct; or (ii) have not paid the applicable license fees in accordance with the agreed payment terms. You may terminate this Agreement at any time upon written notice to WDS, however, please note that the license fee for the Licensed Software Product is non-refundable (with the exception set out in Section 10 above). Upon expiration or termination of this Agreement, You shall immediately: (i) cease the use of the Licensed Software Product; and (ii) destroy and erase any copies of the Licensed Software Product (including any back-up copy thereof) which may be found on your computer or mobile device.
13. THIRD PARTY SOFTWARE. The Licensed Software Product contains certain third-party freeware and open-source software, including but not limited to the GNU Lesser General Public License (http://www.gnu.org/licenses/lgpl-3.0.html) and the freeware and open source listed at https://bigbluebutton.org/open-source-project/open-source-license/ (the "Third-Party Software"). To the extent the terms and conditions for certain Third-Party Software grant You additional rights to use, reproduce or modify such Third-Party Software than the terms and conditions of this Agreement, such rights shall prevail over the terms and conditions of this Agreement for such Third-Party Software portions of the Licensed Software Products.
14. CONSUMER PROTECTION. To the extent any applicable mandatory consumer legislation so requires, certain terms and conditions of this Agreement may be adjusted to fulfill such requirements under mandatory applicable law, however all other terms and conditions of this Agreement shall remain unaffected.
15. EXPORT CONTROL. You hereby acknowledge that the Licensed Software Product may be subject to import and export control laws and regulations, including but not limited to the Canada Export and Import Permits Control Act, the Canada Controlled Goods Program, as well as U.S. Export Administration Regulations (EAR) and You hereby agree that You will not import or export, or allow any use of the Licensed Software Product which is in violation of such import and/or export control laws and regulations.
16. MISCELLANOUS. This Agreement constitutes the entire agreement concerning the subject matter of this Agreement and it supersedes any and all prior proposals, understandings or agreements between the parties relating to the subject matter hereof as well as any prior rights to use the Licensed Software Product Which You may have obtained. You specifically acknowledge and agree that any terms and conditions in any purchase orders that conflict with the terms and conditions of this Agreement are null and void. No waiver or modifications to this Agreement shall be valid unless in writing and duly executed by both parties hereto. If any provision herein is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
17. GOVERNING LAW. This Agreement shall be governed by the laws applicable in the Province of Ontario, Canada, excluding any conflict of laws principles which would render applicable the laws of another jurisdiction. This Agreement shall not be governed by United Nations Convention on Contracts for the International Sale of Goods (CISG), the application of which is hereby expressly excluded. Any and all disputes arising out of this Agreement shall be subject to the sole and exclusive jurisdiction of the courts of the Province of Ontario, District of Toronto, except that WDS may bring actions for injunctive relief in any competent court of jurisdiction. Notwithstanding the above, if You are a consumer, this Section 17, shall not affect any mandatory right You may have to take action in Your country of residence and under the laws of that country.
18. CONTACT INFORMATION. If You have any questions about the Licensed Software Product or this WDS videoconferencing End User License Agreement, the contact details for WDS are specified on the WDS website, www.worlddigitalservices.com.