PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING ANY SOFTWARE OR SERVICE PROVIDED BY INSIGNARY INC. (“INSIGNARY”) INCLUDING WITHOUT LIMIT INSIGNARY CLARITY, SOFTWARES IN INSIGNARY CLARITY AND CLOUD SERVICE BY INSIGNARY (“INSIGNARY SOFTWARE”). BY USING INSIGNARY SOFTWARE, YOU EXPRESSLY GIVE YOUR CONSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE THE INSIGNARY SOFTWARE. THIS AGREEMENT DOES NOT PROVIDE YOU WITH ANY RIGHTS TO INSIGNARY SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REFER TO YOUR SERVICE OR SUBSCRIPTION AGREEMENT THAT YOU MAY HAVE ENTERED INTO WITH INSIGNARY OR OTHER AUTHORIZED INSIGNARY SERVICE PROVIDERS REGARDING INSIGNARY SERVICES AND RELAVANT TERMS. AN INDIVIDUAL USING INSIGNARY SOFTWARE ON HEHALF OF OR FOR AN ENTITY OR OTHERWISE ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
This End User License Agreement (this “AGREEMENT”) governs the use of any of the versions of Insignary Clarity, certain other Insignary software applications or cloud services that include or refer to this AGREEMENT or Insignary Clarity, and any related updates, source code, appearance, structure and organization (the “Programs”), regardless of the delivery mechanism or medium.
1. License Grant
Insignary grants you a non-exclusive, non-transferable, limited license to use the Software in accordance with the terms of this Agreement for internal business purposes only. The license is effective upon installation or access and remains valid for the period specified in your purchase or subscription agreement.
2. Ownership and Intellectual Property Rights
All title, ownership rights, and intellectual property rights in and to the Software and any copies thereof remain with Insignary and its licensors. This Agreement does not convey to you any rights of ownership in the Software, but only a limited right of use in accordance with the terms herein.
3. Restrictions
You shall not modify, adapt, translate, reverse engineer, decompile, or disassemble the Software, except to the extent that such activity is expressly permitted by applicable law in the Province of Ontario. You may not lease, rent, sell, sublicense, or otherwise transfer or distribute the Software to any third party without prior written consent from Insignary.
4. Limited Warranty and Disclaimer
Except as expressly provided herein, the Software is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Insignary does not warrant that the Software will be error-free or operate without interruption. Where the Consumer Protection Act, 2002 (Ontario) or other applicable laws provide mandatory warranties, those statutory warranties will apply to the extent required by law.
5. Limitation of Liability
To the maximum extent permitted under the laws of Ontario and Canada, Insignary shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, business interruption, or loss of data, even if Insignary has been advised of the possibility of such damages. In no event shall Insignary’s total liability exceed the amount actually paid by you for the Software during the twelve (12) months preceding the event giving rise to the claim.
6. Indemnification
You agree to indemnify and hold harmless Insignary and its officers, directors, employees, and agents from and against any claims, damages, or expenses (including reasonable legal fees) arising out of your misuse of the Software or violation of this Agreement.
7. Export Control
You acknowledge that the Software may be subject to export and import control laws of Canada, the United States, and other jurisdictions. You agree to comply fully with all applicable export control laws and regulations, including those administered by the Government of Canada (Global Affairs Canada) and the U.S. Department of Commerce.
8. Assignment
You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Insignary. Any purported assignment in violation of this section shall be null and void.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for any disputes arising out of or relating to this Agreement.
10. Severability and Entire Agreement
If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or representations regarding the Software.
11. Amendments
Insignary may modify this Agreement from time to time by posting the updated version on its official website or notifying you through the Software. Your continued use of the Software after such notice constitutes acceptance of the updated Agreement.