License Grant. 

Subject to your compliance with these Terms, and payment of applicable license fees, during the Term (defined below), Blueacrobat hereby grants you, a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable license to install and/or use Blueacrobat’s software  (“Software“) for your internal purposes only on an on-prem basis. The term “Software” shall include any user manuals or other documentation provided by Blueacrobat relating to the operation of the Software (“Documentation“). Your license to the Software is limited to the number of your end users designated in the Order Form (“End Users”). “Order Form” means Blueacrobat’s then current order form that you entered into with Blueacrobat with respect to the Software. You may only use the Software in accordance with the Documentation, subject to the use limitations indicated in the Order Form and applicable laws. You acknowledge that switching from on-prem model to SaaS model is subject to: (a) Blueacrobat’s prior written approval; (b) payment of any applicable additional fees or a different pricing, and (c) Blueacrobat’s SaaS license agreement.

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Restrictions on Use. 

You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Software to any third party, including, but not limited to your affiliates, or use the Software in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software; (iii) reverse engineer, decompile or disassemble the Software or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Software, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Software for any purpose; (vi) take any action that imposes or may impose (at Blueacrobat’s sole discretion) an unreasonable or disproportionately large load on the Blueacrobat infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Software, or any related activities; (viii) remove, deface, obscure, or alter Blueacrobat’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Software, or use or display logos of the Software differing from Blueacrobat’s own without Blueacrobat’s prior written approval; (ix) use the Software to develop a competing service or product; (x) use the Software to send unsolicited or unauthorized commercial communications; and/or (xi) use the Software in any unlawful manner or in breach of these Terms. You agree to remain liable to Blueacrobat for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.

End Users

You acknowledge and agree: (i) not to exceed the aggregate number of authorized End Users designated in the Order Form unless you first notify us in writing and pay Blueacrobat the required additional fees; (ii) to remain solely responsible and liable for any breach of these Terms by your End Users; and (iii) to promptly notify Blueacrobat in writing if you become aware of any unauthorized access or use of the Software.

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Our Privacy Policy 

You acknowledge and agree that your use of the Software, including, without limitation, any information transmitted to or stored by, is governed by the Blueacrobat Privacy Policy at https://www.blueacrobat.com/privacy-policy/ (“Privacy Policy”).

Service Level Agreement. During the Term (defined below), Blueacrobat shall provide support and maintenance services in accordance with Blueacrobat’s then current service level agreement attached below hereto (as may be updated by Blueacrobat from time to time).

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Title

Title and full, exclusive ownership rights of the Software (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related your usage thereof, and Blueacrobat’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Blueacrobat (or its third party licensors). “Blueacrobat”, the Blueacrobat logo, and its other marks are exclusively owned by Blueacrobat or its affiliates.

Term

These Terms shall become effective on the earlier of: (i) the date that you install and/or commence use of the Software; or (ii) the date that we receive payment of any applicable license fee, and shall continue until expiration of the license period as set out in the Order Form (the “Initial Term”). Thereafter, these Terms shall automatically renew at the then current applicable license fees for successive license periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’.

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Termination 

Without derogating from your obligation to pay the license fees, you may terminate these Terms at any time by providing us with [30] days’ prior written notice. We may terminate these Terms at any time by providing you with prior written notice. 

Effect of Termination. Upon termination or expiration of these Terms: (a) the license granted to you hereunder shall automatically terminate; (b) you shall immediately cease all access and use of the Software, and shall fully uninstall and permanently delete all copies of the Software (and Blueacrobat shall be entitled to verify same) and certify in a signed writing that it has done so; and (c) you shall immediately delete and dispose of all copies of the Documentation and any other Blueacrobat’s Confidential Information in your or any of your representatives’ possession, custody or control. It is your responsibility to download your data prior to any termination or expiration of these Terms. Notwithstanding the foregoing, for a period of thirty (30) days from the effective date of termination of these Terms we will provide you, upon your written request, with a reasonable opportunity to download your data at a time nominated by us. We reserve the right to permanently delete your data from our (or our third party service provider’s) servers at any time following said thirty (30) day period. We do not accept any liability for any termination of the Software or data that is deleted in connection thereto. Sections 6 (Title), 9 (Effect of Termination), 11 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Disclosure), 15 (Confidentiality), 16 (Assignment), 18 (Modifications), 18 (Governing Law and Disclosure) and 19 (General) shall survive termination or expiration of these Terms. 

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Fees 

Your installation and use of the Software is subject to up-front payment in full of the license fees set forth in the Order Form. You acknowledge that the license fee during any Renewal Term will, unless set forth in the Order Form, be determined by Blueacrobat’s then-current license fees. All fees are stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are set forth in the Order Form.

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Warranty Disclaimer

The Software is provided on an “as is'' basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Software to achieve your intended results. BLUEACROBAT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLUEACROBAT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. BLUEACROBAT DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SOFTWARE. YOUR USE OF AND RELIANCE UPON THE SOFTWARE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND BLUEACROBAT SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply. 

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Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BLUEACROBAT SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOSS OF DATA, OR LOSS ARISING FROM OR IN RELATION TO DATA OR RELATED INCIDENTS) ARISING OUT OF OR RELATED TO THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF BLUEACROBAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF BLUEACROBAT RELATED TO THESE TERMS FOR ANY REASON AND REGARDLESS OF THE LEGAL THEORY, BASIS OR DOCTRINE, OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SOFTWARE EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY YOU FOR THE SOFTWARE DURING THE SIX (6) MONTHS PRIOR TO BRINGING THE CLAIM.  

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Indemnification

You agree to defend, indemnify and hold harmless Blueacrobat and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Software; and/or (ii) your breach of these Terms.

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Disclosure

We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Software as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of Blueacrobat, its users or the public.

Confidentiality. All designs, engineering details, the Software, and other technical, financial, marketing, commercial and other information pertaining to the Software and/or Blueacrobat’s business activities and/or any proprietary or confidential information of Blueacrobat disclosed pursuant to these Terms which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature shall be considered “Confidential Information”. You agree to use Blueacrobat’s Confidential Information only in connection with the Software, to keep such Confidential Information confidential, and not to reproduce, copy, or disclose such Confidential Information to any third party, except with Blueacrobat’s prior written consent. If the disclosure is required by law, or a government order or official authority request the information to be disclosed, you shall give written notice to the Blueacrobat prior to such disclosure and provide Blueacrobat with an opportunity to take legal steps to resist or narrow such request.

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Assignment

These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Blueacrobat without restriction.

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Modifications

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on our website, and your continued use of the Software thereafter means that you accept those changes.

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Governing Law and Disputes

These Terms shall be governed by the laws of the Province of Ontario, Canada without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Ontario, Canada and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Blueacrobat reserves the right to seek injunctive relief in any court of competent jurisdiction.

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General

These Terms, and the Order Form and Privacy Policy, represent the complete agreement concerning the Software between you and Blueacrobat and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Blueacrobat, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

Last updated: March 23, 2022

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Exclusions

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The technical support described above will only be provided with respect to Software version which is under support (and does not include the Alpha and/or Beta versions of the Software), and Blueacrobat shall not be required to correct any error that in Blueacrobat’s reasonable discretion resulting from:

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• any modifications of the Software that have not been approved by Blueacrobat in writing;
• your instructions, or installation or set up adjustments; 
• use of the Software other than as permitted in the software licence agreement;
• any fault in any equipment or programs used in conjunction with the Software, or other causes beyond the control of Blueacrobat; and/or your negligence or willful misconduct. 

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The technical support described above will only be provided with respect to the then-current release of the Software and one previous release, and shall exclude errors resulting from (i) results or outcomes attributable to repair, maintenance or modification of the Software by persons other than Blueacrobat authorized third parties; (ii) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Software; (iii) resulted from use of the Software other than in accordance with its manuals, specifications or Documentation or in violation of the Terms; (iv) resulted from your systems, servers, environment, equipment, software or other technology and/or third party, equipment, software or other technology (other than third party equipment within Blueacrobat’s direct control) or other causes beyond the control of Blueacrobat; and/or (v) resulted from the combination of the  Software with equipment or software not authorized or provided by Blueacrobat or otherwise approved by Blueacrobat in the Software’s manuals, specifications or Documentation.

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Your Responsibilities

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Blueacrobat’s obligations hereunder are subject to the following:

1. You agree to receive from Blueacrobat communications via email, telephone, and other formats;
2. Your technical support contact shall cooperate with Blueacrobat at all time during the provision of technical support and maintenance services hereunder; and
3. You shall report to Blueacrobat all problems with the Software and shall implement any corrective procedures provided by Blueacrobat reasonably promptly after receipt.

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