This Agreement constitutes a legal agreement between the buyer, either as a physical person or as a legal entity ("you"), and Objectif Lune Inc., and governs the conditions of purchase and your use of a limited-term license (the "License") for the PrintShop Mail Connect software (the "Software").
BY CLICKING ON "I ACCEPT", YOU ACCEPT TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, WHICH WILL BE CONCLUDED UPON ACCEPTANCE OF YOUR PAYMENT.
If you are an employee, reseller, service provider, consultant, contractor or third party and you purchase the License on behalf of another person or entity, you are deemed to have accepted the terms of this Agreement on behalf of that person or entity.
You accept that Objectif Lune will debit your means of payment for the price of the License and any related tax. Payments made by credit card are subject to the approval of the financial institution that issued the card.
PRICE OF THE LICENSE
Objectif Lune reserves the right to change the price of the License up to the time of completion of a purchase, and will not offer any reduction or proceed with any refund in case of a price reduction or promotional offer subsequent to the purchase.
ALL SALES ARE FINAL AND NO RETURN OR REFUND WILL BE AUTHORIZED.
You also accept to receive the invoice in electronic format, including by email, and agree that all communications that Objectif Lune might transmit to you electronically satisfy the legal requirements according to which they must be made in writing.
For more information on the minimum configuration required for the efficient operation of the Software, please go to the following page: Minimum configuration required. You are solely responsible for compliance with this minimum configuration.
TERM OF THE LICENSE
You understand that the License is provided to you for a limited term and that, consequently, when it expires, you will have to purchase a new license to continue to use the Software.
Technological protection measures are included in the Software to prevent its unauthorized or illegal use. You agree to such measures and you undertake to follow their requirements.
The Software requires activation within thirty (30) days after the initial installation. You may need to reactivate the License if you modify your computer hardware. If applicable, contact Objectif Lune Customer Care at the following address: Customer Care address.
The Software might communicate periodically with Objectif Lune's servers to verify publication of updates. If applicable, they may be downloaded free of charge and will be subject to this Agreement on the same basis as the original License.
SCOPE OF USE
You agree to use the Software for your own customary business or personal purposes on any single instance of any physical or virtual computer system for which the Software was licensed. If you need to use the Software on more than one device, you must purchase additional licenses.
SINGLE/MULTI-TENANCY SOFTWARE AS A SERVICE (SAAS) AND PAY-PER-CLICK
This License cannot be used to offer SaaS or PAY-PER-CLICK services.
You may not transfer, rent, lease, lend, copy, modify, adapt, sublicense or time-share in any manner the License or any part thereof.
PRE-TESTING OF THE SOFTWARE
You acknowledge that the Software must be thoroughly tested by you with noncritical data before you can rely on it and you hereby assume the entire risk of using the Software.
The software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as, without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High-Risk Activities"). Objectif Lune and its suppliers specifically disclaim any express or implied warranty of fitness of the Software for High-Risk Activities.
ANTI-SPAM AND PROTECTION OF PERSONAL INFORMATION
As the Software may allow you to generate and output emails, you undertake to use the Software and any emails functionality in strict compliance with any anti-spam laws and regulations applicable to you in your jurisdiction. You also undertake to protect transactional information and personal information that you may collect using the Software in strict compliance with any protection of personal information laws and regulations applicable to you in your jurisdiction.
OBJECTIF LUNE, ITS AFFILIATED COMPANIES, DIRECTORS, OFFICERS AND EMPLOYEES ASSUME NO LIABILITY WHATSOEVER REGARDING ANY VIOLATION FROM YOU OF ANY ANTI-SPAM OR PROTECTION OF PERSONAL INFORMATION LAWS OR REGULATIONS.
Objectif Lune gives no warranty regarding the Software, which is being delivered "as is", and you acknowledge and agree that you assume all the risks related to its use. Objectif Lune makes no representation nor warranty: i) that the Software will meet your requirements; ii) that the results which may be obtained from the Software will be adequate, reliable or error-free, nor iii) that the defects of the software, whatever they may be, will be corrected.
MORE SPECIFICALLY, OBJECTIF LUNE GIVES NO CONVENTIONAL OR LEGAL WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, ON THE SOFTWARE CONTENT, ITS RESULTS OR ITS DOCUMENTATION. OBJECTIF LUNE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR QUIET ENJOYMENT.
LIMITATION OF LIABILITY
To the fullest extent permitted by law, Objectif Lune, its affiliated companies, directors, officers and employees shall not be held liable, whether by contract or in tort, towards you or any third party for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business, loss of profits or savings, business interruption, loss of business information or any other pecuniary loss) arising from any software defect, its documentation or for erroneous results, or from the use of or inability to use the License or the provision of or failure to provide support services, even if Objectif Lune has been advised of the possibility of such damages. Objectif Lune assumes no liability for any damage resulting from your mishandling of the Software.
IF A COMPETENT COURT SHOULD CONCLUDE TO OBJECTIF LUNE’S LIABILITY DESPITE THE FOREGOING PROVISION, YOU EXPRESSLY AGREE THAT OBJECTIF LUNE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES REGARDLESS OF THE CAUSE OF ACTION, WETHER IN CONTRACT OR IN TORT, IN EXCESS OF THE AMOUNT PAID FOR THE PURCHASE OF THE LICENSE.
The Software is owned by Objectif Lune, its affiliates companies or its suppliers and is protected by the Copyright Act (Canada), any copyright law and international copyright treaties. Therefore, you must treat the Software like any other copyrighted material except that you may make one copy of the Software solely for security backup or archival purposes or if it is essential for the compatibility of the computer program. You may also transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes and that such copy is not installed or used on any other computer. Any copies that you are permitted to make under this Agreement must contain the same copyright and other proprietary notices that appear in the Software.
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Software in source code, its structure and organization form remain confidential valuable trade secrets of Objectif Lune or its suppliers and that all Objectif Lune libraries, source code, byte code executables and any other files (collectively, the “Files”) remain Objectif Lune’s exclusive property of or that of licensed third-party suppliers which are usually more fully identified in the “About” section of the Software Help menu. Therefore, you agree not to modify the Software or attempt to reverse engineer, decompile or disassemble or otherwise attempt to discover the source code of the Software. You also agree that you may not distribute any files (particularly but not limited to Objectif Lune source code and other non-executable files), except those that Objectif Lune expressly designated. Nothing in this Agreement permits you to derive the source code of files provided to you in executable form only, or to reproduce, modify, adapt, translate, use or distribute the source code of such files. This Agreement does not grant you any intellectual property rights in the Software nor in any third parties’ components licensed to Objectif Lune and bundled in the Software.
Objectif Lune will, at its own expense, defend or settle any claim or suit against you alleging that the Software, when used in accordance with this Agreement, infringes a patent, copyright, trademark, trade secret or other proprietary right of a third party. Objectif Lune will also pay all damages and costs that may be assessed against you by final judgment as a result of such an infringement under the following conditions: i) Objectif Lune shall be notified promptly in writing of any claim or suit; ii) Objectif Lune shall have sole control of the defense or settlement of any claim or suit; iii) you shall cooperate with Objectif Lune in a reasonable way to facilitate the settlement or defense of any claim or suit; and iv) the claim or suit does not arise from modifications made by you, or from combinations of products provided by Objectif Lune with products provided by a third party, except as a combination occurring by use of the Software for which they were designed. For more clarity, this indemnity undertaking by Objectif Lune applies only to the Software content and excludes any infringement of third party’s intellectual property rights resulting from your use or operation of the Software, or from development you made with the Software, including any workflow process developed by you with the Software functionalities.
If the Software becomes, or in Objectif Lune’s opinion is likely to become, the subject of a claim of infringement, Objectif Lune will, at its option: i) procure you the right to continue using the License; ii) replace the Software with a non-infringing product substantially complying with the Software specifications; iii) modify the Software so it becomes non-infringing and performs in a substantially similar manner to the original Software. If Objectif Lune fails to provide any of the preceding options, you will discontinue any infringing use and Objectif Lune will refund will refund any fees theretofore received by OL hereunder with respect thereto less a reasonable allowance for use.
You hereby agree to keep harmless Objectif Lune, its officers, directors and employees, representatives and agents of any claim or action from any third party, as well as any damages, fees, expenses including reasonable attorney’s fees, relating to the violation of this section by you, including any third party’s intellectual property infringement resulting from your use, operation or any development made with the Software.
THIS SECTION STATES THE ENTIRE LIABILITY OF OL REGARDING INFRINGEMENT BY THE SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY OBJECTIF LUNE.
As part of this Agreement, you agree to the restrictions and the specific rights regarding third-party licensed components supplied with the Software, in addition to the restrictions and rights already mentioned herein which benefit such third parties. The details of these restrictions and special rights may be consulted at the following address: OL-EULA.
ASSIGNMENT OF OBJECTIF LUNE'S RIGHTS
Objectif Lune is entitled to sell, transfer or assign in any way and at its sole discretion, any rights under the present Agreement to any third party and the assignee will be entitled to any of Objectif Lune’s rights, privileges or recourses resulting from the present agreement. Objectif Lune will notify you of such sale, transfer or assignment through a specific notice on its website.
None of the parties hereto shall be deemed in default in the performance of its obligations hereunder if such performance is delayed, detained or prevented because of force majeure. Force majeure is any cause beyond the control of the parties hereto and against which they could not protect themselves. Force majeure includes, without limitation, any fortuitous and natural disasters, strikes, work stoppages, lockouts, fires, riots, failures of communication networks including the Internet, power failures, embargo, war, terrorism, inability to obtaining raw materials, regulation or government controls or other similar events.
U.S. GOVERNMENT RESTRICTED RIGHTS
If the License is acquired under the terms of a proposal or agreement with the United States Government or any contractor thereof, the Software is subject to the following restricted rights notice: "This Software is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, FAR 52.227-17 Alternate III (g)(3), or subparagraphs (c)(1) and (2) of the Commercial Computer Software
Restricted Rights at 48 CFR 52.227-19, as applicable, and their successor provisions." Contractor/Manufacturer is Objectif Lune Inc., Montreal, Quebec, Canada, H1V 2C8.
U.S. EXPORT RULES
You agree that the License will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of or otherwise located within an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the License. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this paragraph.
TERM OF THE AGREEMENT
This Agreement is effective until the end of the period defined at the time of purchase but shall be automatically terminated if you fail to comply with any of its terms and that you have not remedied any such breach within ten (10) days of receipt of a written notice from Objectif Lune, without prejudice to Objectif Lune’s legal recourses, including injunctive reliefs. You acknowledge that the totality of the payments made will remain the full property of Objectif Lune, notwithstanding the fact that the Agreement ends before the end of the period defined by the License.
This Agreement shall be governed and construed by the laws of the Province of Quebec or in default by the applicable Laws of Canada, excluding those provisions relating to conflicts of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods if applicable. The parties hereby irrevocably submit to the jurisdiction of the Courts of the Province of Quebec in the judicial district of Montreal, Canada for any litigation resulting from the present Agreement, excluding any other jurisdiction.
This Agreement shall be binding upon the parties hereto and their respective successors and permitted assignees.
If any or part of any clause of this Agreement is, by final judgment, found void or unenforceable, the remainder shall remain valid and enforceable according to its terms. Any declaration of a court to the effect that any provision hereof is invalid or unenforceable shall not affect the validity or enforceability of any remaining provisions hereof.
ABSENCE OF WAIVER
If Objectif Lune fails to avail itself of its right under the present Agreement, this does not constitute a waiver or a modification of the rights available to hereunder and Objectif Lune may within the time prescribed by law, institute procedures to invoke its rights. A delay in doing so does not constitute a defense which is enforceable.
This Agreement contains the entire understanding of the parties. There are no representations, warranties, promises, covenants of understanding, oral or otherwise, other than those herein contained.