PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. These Software Terms and Conditions (the “Terms and Conditions”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “You”, “Your”, “your”, “user” or “User”) and Streamline Automation Ltd., and its licensors and affiliates (collectively, “We”, “we”, “Us”, “us”, “Our”, “our” or "Streamline"). Streamline makes available various software programs and applications (the “Software”) for use in connection with its equipment and related hardware, which is made available though our website located at the domain http://frog3d.com/ (the “Website”). These Terms and Conditions also apply to any and all services made available through and in connection with the Software (the “Services”). By downloading the Software or by accessing or using the Software and Services in any other way, you hereby acknowledge and agree to these Terms and Conditions.
Streamline may modify, supplement or amend these Terms and Conditions at its sole discretion, by posting the modified, supplemented, or amended terms and conditions to its Website. Your continued use of the Software following any such modification will be evidence that you acknowledge and agree to be bound by the modified Terms and Conditions. If you do not accept the modifications, you are no longer entitled to use the Software.
1. Relationship with Other Terms and Conditions – These Terms and Conditions are intended to be complementary to, and not inconsistent with, any terms and conditions supplied with Streamline’s hardware and products, and any purchase order terms and conditions. These Terms and Conditions and any applicable hardware and purchase order terms and conditions shall apply collectively to your use and enjoyment of Streamline’s hardware, products, Services, and Software.
2. Trial License – These Terms and Conditions and the license granted hereunder may be for a limited trial period (the “Trial Period”), or for a commercial license. Unless Streamline agrees otherwise, the Trial Period offered by Streamline shall be thirty (30) days. Where a license is granted on a trial basis, for the initial Trial Period, subject to all of these Terms and Conditions, Streamline grants you a limited, non-exclusive, non-transferable and personal license to access and use the Software and have an object code version of the Software reproduced on your computer or other applicable device, for the purposes of evaluating the Software and Services in connection with your business (the “Trial License”). The Trial License shall terminate at the conclusion of the Trial Period. If the User does not procure a Commercial License after the termination of User’s Trial License, then the User’s Trial License shall terminate, and user shall immediately cease use of the Software and Services.
3. Commercial License – Following completion of the Trial Period, or the successful completion of the Licensee's trial and evaluation of the Software, the Parties may negotiate a further commercial license for use and access of the Software. If the Parties agree to proceed with a commercial license in accordance with these Terms and Conditions or a separate written agreement between the Parties, then subject to these Terms and Conditions, Streamline grants User a personal, non-exclusive, fee-bearing, limited term, non-sublicensable, non-transferable license to access and use the Software for User’s internal use (a "Commercial License"). User may purchase a Commercial License after the completion of a Trial License, or User may purchase a Commercial License without completing a Trial License. This is a license agreement and not an agreement for sale. Except to the extent set forth in and for the term of these Terms and Conditions, all right, title and interest in and to the Software are reserved to Streamline, including the intellectual property rights therein. The Commercial License shall remain in effect only for as long as the User pays any and all applicable license fees for the Commercial License; if the User fails to pay any applicable license fee when owed, the Commercial License shall immediately terminate.
4. Account Registration – You agree to provide accurate, current, and complete information if you register or create an account to use the Software (an “Account”), and whatever information relating to You is required in connection with the Website, the Software, and/or the Services (the “Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Streamline may terminate your right to access and/or use any or all of the Website, the Software, and/or the Services, or your Account, if any information you provide is false, inaccurate or incomplete. You agree that Streamline may store and use the Registration Data you provide for use in maintaining and managing your Account.
5. Copyright Laws – The Software is the property of Streamline or its licensors or content suppliers and protected by Canadian and international copyright laws. You agree not to permit access to the Software to others, and not to publish, reproduce, sublicense or modify any content appearing on the Software for any purpose without the prior written consent of Streamline.
6. Access at Sole Discretion of Streamline – In its sole discretion and for any reason, in addition to any other rights or remedies available to Streamline and without any liability whatsoever, Streamline at any time and without notice may terminate or restrict your access to the Software and any component of the Software.
7. Compensation and Payment Terms – The Services and the provision thereof by Streamline are provided pursuant to the following Terms and Conditions:
a) All fees, compensation, and other charges payable are exclusive of all taxes, information charges, governmental fees, and similar levies payable in or to any jurisdiction or authority.
b) Streamline may suspend access to the Software and the Services if the User’s account and applicable Registration Data are not kept current by the User, with up-to-date address, payment, and contact information. Any such suspension of Services will not give rise to any right of termination by the User nor any claim by the User for breach of Streamline’s obligations under these Terms and Conditions.
c) Users may provide their credit card information, and by providing the User’s credit card information, the User hereby authorizes Streamline (or its designee) to store and charge the User credit card for all Software and license fees incurred in accordance with the applicable Software and Services. The Commercial License shall automatically renew each period until you cancel. You may cancel by sending a cancellation request by email to [email protected]. Requests for cancellation may take up to five business days to process.
8. Access to Services – Each User may access and use the Software and Services solely for its own benefit or the benefit of its organization, and in accordance with these Terms and Conditions. Use of and access to the Software and Services is permitted only by the User who registers the Account (or registers as a Guest to use the Software, if applicable), and such registration is not transferable. User IDs and passwords are granted to individual, named persons and may not be shared. Where multiple persons in an organization use the Software, each such person shall register separately as a user.
9. Confidentiality and Privacy Policy – Each User agrees that Streamline is not responsible for any information provided by any User. It is each User’s responsibility to safeguard their respective personal and confidential information. All use, collection, and disclosure of your personal information will be governed by Streamline's Privacy Policy, which is available at https://www.frog3d.com/privacy-terms/. By making use of or downloading the Software, you acknowledge and agree that you have read Streamline's Privacy Policy and that you consent to the collection, use and disclosure of your personal information by Streamline in accordance with the terms of and for the purposes set out in Streamline's Privacy Policy.
10. Disclaimer – Except as expressly set out in these Terms and Conditions or in Streamline’s Warranty & Repair Policy (where relevant), the Software, Services, and all associated hardware are provided “as is” and “as available”, without any other representations, warranties or conditions or guarantees, and Streamline disclaims and will not be bound by any other representations, warranties, conditions, or guarantees whatsoever in connection with the Software, Services, and any associated hardware and your use and enjoyment thereof, whether express, implied or statutory, including, without limitation, any warranties of accuracy, timeliness, performance, completeness, merchantability, workmanlike quality, title, fitness for a particular purpose or any purpose, and non-infringement of any rights including intellectual property rights of any other party. Without limiting the generality of the foregoing, Streamline makes no warranty that: (i) the Software, Streamline’s hardware, or any content posted to the Software will meet the User’s requirements; (ii) the Software, Streamline’s hardware, or any content posted to the Software will be uninterrupted, timely, secure or error-free; (iii) the quality of any products, Services, information obtained by the User through the Website, the Services, the Software, or the content will meet any particular User’s expectations; and (iv) any errors in the Services and/or the Software will be corrected.
11. Updates and Maintenance – Streamline may, at its sole discretion and on a scheduled basis or an emergency basis, provide updates and maintenance on the Software without notice. The Software may be unavailable while Streamline provides updates and maintenance.
12. Service Availability – The User acknowledges that temporary interruptions, downtime, or lack of availability of the Software and Services may occur from time to time as normal events. Further, the User acknowledges that Streamline may cease making any portion of the Software available at any time and for any reason. Under no circumstances will Streamline or its suppliers be held liable for any damages or loss suffered or allegedly suffered by you due to such interruptions or lack of availability of the Software.
13. Exclusions and Limitations of Liability
a. YOU AGREE THAT WE SHALL NOT, IN ANY EVENT, BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA AND/OR INFORMATION, LOST SAVINGS, OR OTHER EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR: (1) YOUR USE OR INABILITY TO USE THE SOFTWARE, THE SERVICES, THE WEBSITE, OR ANY PART THEREOF; (2) SUSPENSION, LOSS OR INTERRUPTION OF THE SOFTWARE AND/OR SERVICES; (3) LOSS OR LIABILITIES RESULTING FROM ACTS OR EVENTS BEYOND OUR CONTROL; (4) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATIONS TO DATA; OR (5) DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO THE INAPPROPRIATE OR UNAUTHORIZED USE OF THE SOFTWARE AND/OR THE SERVICES BY YOU OR ANY OTHER USER OF THE SOFTWARE AND/OR THE SERVICES; WHETHER BASED ON CONTRACT, TORT, THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THOSE DAMAGES, AND REGARDLESS OF ANY FUNDAMENTAL BREACH HEREOF OR OF ANY OTHER AGREEMENT.
b. OUR TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF STREAMLINE’S REPRESENTATIVES, ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS AND OUR SOFTWARE AND RELATED HARDWARE AND PRODUCTS (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO THE AMOUNT THAT YOU ORIGINALLY PAID US FOR THE PRODUCTS OR SERVICES TO WHICH YOUR CLAIM RELATES.
c. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. Indemnification – The User shall indemnify Streamline from and against all losses, damages, costs and expenses, and save Streamline harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made or brought against or suffered by Streamline, or which Streamline may suffer or incur as a result of, in respect of or arising out of, the User’s use of the Software, Services, or any hardware offered by Streamline, save and except for any claims, demands, actions, lawsuits or proceedings that arise specifically out of any fraudulent activities or wilful misconduct of Streamline.
15. Unacceptable Use – Each User hereby agrees that they and their employees, agents, and representatives who use and access the Software and Services will not:
a. decompile, reverse engineer, disassemble or hack or tamper with the Software or Services, disable or circumvent any security or authentication measures of the Software or Services, or attempt to gain or to grant any other person unauthorized access to the Software or Services (or any portion thereof) or related systems, networks or data;
b. copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Service, the Software, and the Website;
c. modify or create any derivative work of any part of the Service, the Software, and the Website;
d. disable, interfere with, or try to get around any of the features of the Service, the Software, and the Website related to security, preventing or restricting use or copying of any content, or enforcing the limits on the use thereof;
e. use the Software or Services to use, reproduce, distribute, or display content or material that is in a way that is pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property into disrepute;
f. use the Software or Services to violate the privacy of others, or to collect or gather other users’ personal or confidential information (including account information) from our Software or Services; or
g. permit or encourage anyone else to commit any of the actions above.
Without affecting any other remedies available to us, Streamline may permanently or temporarily terminate or suspend a User’s Account or access to the Software and Services without notice or liability, if Streamline (in its sole discretion) determines that a User has violated any of these Terms and Conditions.
16. Cookies – User acknowledges and agrees that Streamline may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Site. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Site.
17. Successors and Assigns – All of the provisions of these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective lawful successors and permitted assigns.
18. Jurisdiction – These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Alberta and the courts of Alberta and shall have exclusive jurisdiction to entertain applications for injunctive relief and all other actions arising in connection herewith.
19. Amendment and Waiver – No amendment, change or modification of these Terms and Conditions shall be valid unless in writing signed by the parties hereto. Waiver by one party hereto of breach of any provision of these Terms and Conditions by the other shall not operate or be construed as a continuing waiver.
20. Survival – Sections 9, 10, 13, 14, 15, and 20, together with all other provisions necessary for their interpretation and application, will survive the termination or expiration of these Terms and Conditions for any reason.
21. Unenforceability of Provisions and Severability – If any one or more of the provisions of these Terms and Conditions shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms and Conditions, in which event these Terms and Conditions shall be construed as if such provision had never been contained herein and the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.
22. Entire Understanding – These Terms and Conditions constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
[End of Streamline Software Terms and Conditions of Use]
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