Last updated 27 of auguste, 2019
“Confidential Information” means any non-public, confidential or proprietary information that a party or its representative makes available to (the “Disclosing Party”) of the other party (the “Receiving Party”) in connection with this agreement. Confidential information includes, without limitation, the terms of this agreement, order form, technical data, programs, codes, trade secrets, marketing strategies, software, documentation, commercial information as well as information on past, present and future plans, ideas, business strategies, customers and suppliers of each party and its subsidiaries, as the case may be. Information already known to the receiving party before it is received by the disclosing party or public knowledge is not considered confidential information. “Customer” means an individual user or legal entity that obtains websites or services from you. “Documentation” means the authors works generally made available to you and your use by the Client with the Services. They include (a) instructions for using the software; or (b) a description of the operating and / or design features of the software. “Free Services” means the subscription services or other products and features made available to you, or as a free trial. Free services exclude purchased services. “Intellectual property” means all algorithms, application programming interfaces (APIs), concepts, confidential information, data, databases and data collections, drawings, diagrams, documentation, drawings, organization charts, ideas and inventions (patentable or not); practices, know-how, materials, marketing and development plans, brands (including brand names, product names, logos and slogans), methods, models, architectures, procedures, processes, protocols, software code (under any form, including source code and executable code or object), Uniform Resource Identifiers, including Uniform Resource Locators (URLs), user interfaces, Web sites, specifications, subroutines, techniques, workloads author and other technologies. “Intellectual property rights” means all current and future rights of the following types, which may exist or be created under the laws of any jurisdiction of the world (a) rights associated with works of the author, including exclusive exploitation rights, copyrights, moral and moral rights; rights and disguising labor rights (b) trademark and trade name rights and similar rights (c) commercial secret rights; (d)patent and industrial property rights; (e)other intellectual property rights of all types and types; and (f)rights in registrations, renewals, extensions, combinations, divisions, re-issues and applications for registration relating to the rights referred to in paragraphs (a) to (e) of this sentence, or relating to these. “Marks” means any trademark, service mark or trade name of a party. “Order” or “Purchase Order” means an online order document containing your information, including contact information, subscription level, duration, activated products, etc. “Platform” refers to the application that allows you to use and access solutions. “Purchased Services” means subscription services or other products and features available for purchase. Purchased services exclude free services. “Solutions” means the products and / or services that we will make available in the platform
data and your use of your data with our services; and (c) use commercially reasonable efforts to prevent unauthorized access to and use of the Services and promptly notify us of unauthorized access. Market; Third party sites and products. We or third parties may make available solutions via Marketplace or otherwise. We may make information about you and your customers available to these third-party providers for an enhanced user experience and / or other unique customization for you or your customers. See the general market conditions here https://Uesigns.com/terms-conditions. Third party products and services are not under our control. We do not endorse or guarantee the continued availability or support of third party products or services. Any acquisition of products or services of third parties and any exchange of data between you and the third party concerned is solely between you and the third party concerned. You agree not to circumvent Uesigns and / or to contract with any of the third-party suppliers of Uesigns or otherwise that you have come to know through us or our Services, without our prior written consent. IV FEES AND PAYMENT Fees Subscription.Unless otherwise specified in the applicable purchase order, (i) the sales charge will remain fixed during the term; (ii) the subscription fees are non- cancellable and non-refundable; (iii) purchased services are purchased as subscriptions; (iv) the subscription may be upgraded and (v) any additional subscription will terminate on the same date as the underlying subscriptions. Integration fees. These unique installation costs will be taken into account in any integration and training plan we design (“integration fees”). Integration fees are mandatory, depending on subscription level or account size, and are non-refundable. Some products. Some solutions require a certain level of active subscription. Solution fees may vary or depend on a certain subscription level. You agree to promptly pay on demand all amounts due and payable for each product and / or service. The products or services activated for an account are for a complete period according to each specification. Partners can cancel any active product at any time and the system will automatically disable it at the end of the current cycle. Billing and payment. All invoiced amounts are due and payable immediately, unless otherwise specified in the order form. You are responsible for providing complete and accurate billing and contact information and for notifying us of any changes to this information. Payment method. You will pay all fees by credit card or other type of payment specified on the applicable order form. You may need to use a credit card transaction to activate certain products and services immediately upon request. If you make credit card payments, you authorize us to use a third party to process payments and consent to the disclosure of your payment information to that third party. Late fee; Delay or non-payment. If you do not pay the invoice by the due date, then, without limiting our rights or remedies, (a) these unpaid fees may reach 2% of the unpaid balance per month, or the maximum rate allowed by law, if the amount is less, (b) we may suspend or terminate the term of the current subscription and / or (c) we may change your payment terms for future subscriptions. Payment dispute. You will notify us immediately if there is a problem with your bill. We will not suspend the Services as long as you dispute the applicable charges reasonably and in good faith and cooperate diligently to resolve the dispute. Increased fees The price of all fees during any renewal period may increase by up to
7% over the applicable price of the previous term, unless we notify you of a different price at least 90 days before the applicable renewal term. The taxes. You are responsible for paying any taxes, levies, or similar government contributions, including, for example, sales taxes, value-added, use, or withholding tax, related to your purchases hereunder. Our fees do not include taxes, which we will charge depending on the case and you will pay this amount. You assume no liability for any taxes based on our gross income or net income. We are solely responsible for our own taxes based on our income, property and employees. V. DURATION AND TERMINATION Duration and renewal.This Agreement begins on the date you first agree, until this is specified in the applicable Purchase Order or in the Platform and Solutions, and will automatically renew for an additional year, unless either party notifies its non-renewal at least 90 days before the end of the term concerned. If you purchased Solutions during the subscription period, the fees for these Solutions will be monthly (or annual, as applicable), unless otherwise specified in your purchase order. If you use our free services, we will make these services available to you subject to section II.3 above. Unless otherwise specified in the applicable purchase order, the renewal of the promotional or single-price subscription will be made at the list price in effect at the time of renewal. Notwithstanding anything to the contrary, any renewal in which the volume of any Service has decreased in relation to the previous period will result in a new fee for renewal, without regard to the pricing of the previous period. No early termination; No refund. The subscription period will end on the expiry date and the subscription can not be canceled in advance. All fees are not refundable. If you terminate this Agreement during the term of the Agreement, you agree to pay all fees due and payable for the remainder of the term. Termination / Suspension. Either party may terminate this Agreement for just cause (a) upon 30 days written notice of a material breach if the breach is not resolved at the end of that period, bankruptcy or other insolvency, receivership, liquidation or assignment proceedings for the benefit of creditors. We may suspend and / or terminate the access of any user to any service without notice in case of breach of this contract, delay in our system or non-payment of any amount due within 10 days of said notice . Effects of termination. Upon expiration or termination of this Agreement for any reason (a) your right to use or access the Services will cease and we will no longer be obligated to offer you the Services; (b) all rights and licenses granted to you will cease; and (c) any amount due to us under this Agreement will be immediately due and payable. Return of property. Upon expiration or termination of this Agreement, you may request, within 30 days, the export or download of your data. After a period of 30 days, we are no longer required to retain or provide your Data and we will delete or destroy all of your data in our systems or otherwise in our possession, unless prohibited by law. VI. PROPRIETARY RIGHTS AND LICENSES Property Rights. All our services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all proprietary rights. You agree not to copy, rent, sell, distribute, create derivative works or use them in a manner contrary to this agreement. You have the right to access and use the Services subject to the terms of this Agreement. Your rights Your data. You own and retain all
rights in your data. You authorize us and our third parties to use your data as necessary to provide you with the services and as permitted by this Agreement. If you use the Services on behalf of another party, you represent and warrant that you have all the rights and permissions necessary and sufficient to do so. Subject to the limited licenses granted, we will not acquire any right, title or interest from you or your licensors under this Agreement. License to use comments. You grant us the license of use and integration in our services of all comments, suggestions, improvements, recommendations, corrections or other comments provided by you or the users, without any payment or attribution. Augmented data. If we provide you with augmented data, you may only use it during the period of your purchased subscription. We will create augmented data based on your data and will only be available to you. VII. LEGAL TERMS CONFIDENTIALITY During the term of this Agreement and after its expiration, all Confidential Information relating to or obtained from either party will be kept confidential by the Receiving Party to the same extent and in the same manner as its own. confidential information. The receiving party will not use the confidential information for purposes outside the scope of this contract. The receiving party shall restrict access to confidential information to its employees, subcontractors, consultants and agents, who need it for purposes consistent with this Agreement. The receiving party will not disclose confidential information to third parties without the prior written consent of the disclosing party. Upon notification to the disclosing party, the receiving party may disclose confidential information to the extent required by law. PUBLICITY. You grant us the right to add your name and logo to our list of partners, our podcast and our website. With the exception of any announcement intended exclusively to an internal distribution by one of the parties or any disclosure required by legal, accounting or regulatory requirements, all press releases, public announcements or public disclosures, including, but not limited to, promotional materials or marketing its employees, subcontractors or agents, including references to the other party, trademarks of the other party must be coordinated and approved in writing by that other party prior to publication. INDEMINIFICATION. You will defend, indemnify and release us from all liability to third parties, claims for relief, claims, liabilities, liabilities, losses, damages, penalties, fines, punitive damages, expenses and disbursements of any kind or nature. proceedings (each, an “action”) brought by a third party under any theory of legal liability arising out of or relating to any of the following (a) your failure to comply with or breach of this Agreement, (b) use of the Services in violation of this Agreement or the law, by you or by any person, that person has been authorized to use the Services, (c) your use of third-party products, (d) any dispute between persons who claim to have the power to act for you in the control of your account with us. We will notify you so that you have the right to take immediate control of the defense and investigation of any action and provide you, at your expense, with all information and assistance that you reasonably requested for your to occupy. You will not have to settle any action on our behalf or impose any obligations on us without our prior written consent. WARNING; LIMITATION OF LIABILITY. WARNING. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY,
ACCURACY, SUCCESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY OR EXPECTATION OF OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, DATA UPDATED BY THE SERVICE OR THE MARKET. APPLICATION PROGRAMMING INTERFACES (APIS) CAN NOT BE AVAILABLE AT ANY TIME. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OF WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE , PERFORMANCE, LAW, LAW, RESPONSIBILITY THIS LIMITATION OF WARRANTY IS AN ESSENTIAL PART OF THIS AGREEMENT. NO INDIRECT DAMAGE. THE PARTIES AGREE THAT THE RISK ALLOCATIONS MADE UNDER THIS AGREEMENT ARE REASONABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, COMMERCIAL INFORMATION, COMMERCIAL INFORMATION, GOOD WILL, LOSS OF INCOME, OR OTHER FINANCIAL LOSS, ARISING OUT OF OR RELATED AGREEMENT, PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU USE ONLY THE FREE SERVICES. LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR OVERALL LIABILITY UNDER THIS AGREEMENT BE GREATER THAN $ 5,000 OR THE TOTAL AMOUNT PAID BY YOU FOR THE SIX-MONTH SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE INCREASING EVENT. THE FOREGOING LIMITATION SHALL APPLY TO ANY BREACH OF THE AGREEMENT OR TO ANY OTHER INCLUSIVE FAULT, STRICT LIABILITY, FUNDAMENTAL INFRACTION OR OTHERWISE, BUT WILL NOT LIMIT YOUR LIABILITY OR OBLIGATIONS INDEMNITY OR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IF YOU USE FREE SERVICE, THIS LIMITATION DOES NOT APPLY TO YOU, AND IF WE DETERMINE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICE, OUR OVERALL LIABILITY SHALL BE LIMITED TO A DOLLAR CENTER. THIRD PARTY PRODUCTS. We are not responsible for the third-party products you use. NON-EXCLUSIVE AND INDEPENDENT CONTRACTOR. The partner and its customers will not have the exclusive right to market, sell or implement solutions, and no franchise is granted to this partner. Uesigns represented by Inno-Tech-Fin software inc. expressly reserves the right to market and sell the solutions themselves, including to any customer, and to contract with third parties to market and sell solutions, including to any customer. Each party to this agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment, franchiser or franchisee relationship. In addition, no employment relationship between Uesigns employees is hereby created. Neither party has the right or authority to assume or not to assume or create an obligation of any kind on behalf of the other party or to bind the other party in any capacity whatsoever. it would be. Not with standing the use of the term “partner” in this Agreement, the parties do not intend to create a legal relationship of partnership between themselves, and will not claim to a third party or otherwise claim that such a legal relationship exists between them. For greater certainty, the Partner acknowledges and agrees that Uesigns must not exercise any control over its mode of operation, including the sites, the sales organization, the marketing techniques or the training.