Terms
Delimit and Lawand Super Expert Corp
THIS LICENSE AGREEMENT FOR Delimit (THE "AGREEMENT") APPLIES TO Lawand Super Expert Corp. (Corporation# 13302199) is a federal corporation entity registered with Corporations Canada, Delimit PRODUCTS AND SERVICES. ANYONE LICENSING, ACCESSING OR USING THE Delimit IS SUBJECT TO THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE LICENSING, ACCESSING OR USING THE Delimit Products. BY COMPLETING THE ONLINE REGISTRATION FORM AND CLICKING THE AFFIRMATION BOX, ACCESSING OR USING THE Delimit Products, OR OTHERWISE AGREEING IN WRITING TO THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (EXCEPT AS NOTED BELOW IF YOU HAVE ANOTHER RELEVANT AGREEMENT WITH Lawand Super Expert) AND YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND YOUR COMPANY AND/OR OTHER ENTITY(IES) (COLLECTIVELY, THE "CUSTOMER" OR "YOU") TO THIS AGREEMENT. Lawand Super Expert MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE BY POSTING THE AMENDED TERMS TO HTTPS://DELIMIT.IO. YOUR CONTINUED USE OF THE Delimit Products MEANS THAT YOU ACCEPT AND AGREE TO THE REVISED AGREEMENT. CUSTOMERS WITH AN EXISTING AGREEMENT WITH Lawand Super Expert: IN THE EVENT THAT YOU ALREADY HAVE A BINDING AGREEMENT, WRITTEN OR ELECTRONIC, IN EFFECT WITH Lawand Super Expert RELATING TO THE LICENSING AND USE OF THE Delimit Products ("OTHER AGREEMENT"), THE TERMS OF THE OTHER AGREEMENT SHALL CONTROL AND THE TERMS OF THIS AGREEMENT WILL NOT APPLY (EVEN IF YOU ARE REQUIRED TO CLICK THE BOX AFFIRMING YOUR CONSENT TO THE TERMS OF THIS AGREEMENT).
Increase of CCU
Subject to payment of additional Fees (as defined below), Customer may at any time increase the number of CCU licensed by Customer for Customer's use of a licensed Cloud Version by ordering additional CCU (each, an "Additional CCU"). The term pertaining to the Additional CCU shall equal the period of time remaining for the then-current Term (as defined below) pertaining to the applicable Cloud Version license that is in effect when ordering Additional CCU so that the Term relating to the applicable Cloud Version license shall be coterminous, regardless of when the Additional CCU for the Cloud Version were ordered. DELIMIT shall charge such additional Fees on a pro-rata basis for the rest of the Term.
License Grants
Subject to the terms of this Agreement and during the applicable license Term, DELIMIT grants to Customer a non-perpetual, non-exclusive, non-transferable, non-sublicensable right to: (a) permit Customer's end users to access and use the Licensed Software with the Customer Application in accordance with the applicable license agreed between DELIMIT and Customer; (b) download, install, and use, each as licensed from DELIMIT to Customer, SDKs but solely to design, develop, test and operate Customer Applications; for the sole purpose to design, develop, test and operate Customer Applications; and (d) use and make a reasonable number of copies of any descriptions, instructions, or other documentation made available in connection with the Licensed Products, if any ("Documentation"). The Licensed Software is deemed accepted upon Customer's receipt of the license key if the Licensed Software is provided as Cloud Version, upon Customer's first use of the Licensed Software. Notwithstanding the foregoing, under a Redistribution License Customer may modify SDKs provided by DELIMIT to Customer under that Redistribution License to implement them into a Customer Application and sub-license the right to use such SDKs to its end users as part of this Customer Application however provided that such sublicense is limited to the mere use of the SDKs as part of this Customer Application.
Customer Data
Customer grants DELIMIT a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license to store and use any data, information, images, text, media, and content of Customer or its end users processed by the Licensed Products ("Customer Data"), subject to all the terms and conditions of this Agreement, solely (a) as legally possible and as necessary to perform DELIMIT' obligations and exercise its rights under this Agreement, or (b) to respond to service or technical problems of Customer with the Licensed Products. Customer is responsible for the content and all data submitted by Customer or Customer's end users to DELIMIT. Neither Customer nor its end users will upload as part of the Customer Data any of the following types of information, and DELIMIT assumes no liability with respect to such information: (a) information protected under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and (b) personally identifiable information including (i) driver's license numbers, (ii) passport numbers or (iii) social security, tax ID or similar numbers. Customer and all its end users will use the Licensed Products in compliance with applicable laws and in a manner that does not violate or infringe any rights of any third party. Customer will at its own expense indemnify, defend and hold harmless any action against DELIMIT and/or DELIMIT' affiliates, their officers, directors, employees, consultants and/or agents, brought by a third party to the extent that the action (including but not limited to any governmental investigations, complaints, and actions) relates to Customer Data, including but not limited to, infringement or misappropriation any third party´s intellectual property rights or violation of applicable law. Customer will pay those costs and damages finally awarded against DELIMIT in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.
Upgrades and Updates
DELIMIT may, in its sole discretion, either for free or at an additional charge, provide to Customer Upgrades or Updates to the Licensed Products. "Upgrade" means an incremental release of the Licensed Products, including significant improvements (not merely corrections for software defects and deficiencies) and changes to the basic character or structure of the Licensed Products, including, by way of example only, the inclusion of additional features and/or functionality. Upon Upgrading or Updating to a new version of the Licensed Products, Customer shall immediately cease using the previous version of the Licensed Products, and shall also ensure that it is not used by anybody else. "Update" means a patch, including patch releases, issued by DELIMIT to correct defects or deficiencies in the Licensed Products or to provide minor modifications that do not substantially change the basic character or structure of the Licensed Products.
Warranties
DELIMIT represents and warrants that the Licensed Products, as delivered and when used in accordance with the Documentation, (a) will perform in all material respects as specified in such Documentation for a period of 30 calendar days of the Initial Term as defined below), and (b) will not, upon delivery, contain, any "back door", "Trojan horse", "worm", "drop dead device", "virus", "preventative routines" or other computer software routines intentionally designed to permit unauthorized access to or use of either the Licensed Software or Customer's computer systems ("Viruses"); provided that the Licensed Software may include functionality that verifies that Customer does not exceed the agreed number of Servers and/or CCU, and prevents access to and use of the Licensed Software in the event that Customer fails to pay the applicable fees when due. In the event of any breach of the warranty in subsection (a) above, DELIMIT shall, as its sole liability and Customer's sole remedy, use reasonable efforts to remedy any deficiencies that cause the Licensed Products to not conform to the foregoing warranty promptly after its receipt of written notice from Customer. DELIMIT will not be liable to the extent that any breach of the foregoing warranties are caused by (i) third-party components (including in combination with the Licensed Software) not provided by DELIMIT or any open source components or freeware included within the Licensed Software; (ii) modifications to the Licensed Products; (iii) unauthorized use or use of the Licensed Products other than in accordance with the Documentation or (iv) Viruses introduced by Customer or its agents or customers ((i) to (iv) each an "Exclusion").
Confidentiality
The Licensed Products and all trade secret information incorporated therein or derived, directly or indirectly, therefrom are confidential information of DELIMIT. Customer shall keep in confidence and trust and not disclose or disseminate, or permit any employee, agent or other party working under Customer's direction to disclose or disseminate, the substance of any such confidential information of DELIMIT. The commitments in this Agreement will not impose any obligations on Customer with respect to any portion of the received information which, as evidenced by independent documentation: (a) is now generally known or available or which hereafter, through no act or failure to act on Customer's part, becomes generally known or available; or (b) is rightfully known to Customer at the time of receiving such information. Customer acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of DELIMIT' confidential information and that DELIMIT may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
Privacy and Security
(a) Privacy. Each party will be responsible for its own compliance with all applicable data protection/privacy laws and regulations. Notwithstanding the foregoing, DELIMIT agrees and undertakes that it will comply with all of the obligations under the applicable privacy laws. DELIMIT will process, as defined in the "REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC" (General Data Protection Regulation together with any amended or successor laws thereto), personal data in accordance with the terms and conditions of the Data Processing Addendum available at https://dashboard.photonengine.com/account/terms and incorporated herein by reference. (b) CCPA. Terms in this subsection shall have the meaning given to them under the California Consumer Privacy Act of 2018 ("CCPA"). To the extent that any Confidential Information is "personal information," Customer shall be a "business" and DELIMIT shall be a "service provider" with respect to the processing of the personal information. DELIMIT: (1) will not sell the personal information; (2) will not retain, use, or disclose the personal information for any purpose other than for the specific purpose of performing the services as set forth in this Agreement; (3) will not retain, use, or disclose the personal information for a commercial purpose other than providing the services as set forth in this Agreement; (4) will not retain, use, or disclose the personal information outside of the direct business relationship between Customer and DELIMIT; and (5) certifies that it understands these restrictions and will comply with them. The parties shall cooperate in good faith to enter into additional or modified contract terms to address any modifications, amendments, or updates to the CCPA, including applicable regulatory or self-regulatory guidance. (c) Customer Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Cloud Version; and (ii) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by Cloud Version.
Miscellaneous
The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. This Agreement controls the actions of all party representatives, officers, agents, employees and associated individuals. The terms of this Agreement shall be binding on the parties, and all successors to the foregoing. Customer will not assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without DELIMIT' prior written consent. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to or waivers of any terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement. This Agreement shall be governed by the laws of Canada. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement shall be the state or federal courts located in Qubiec. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of this Agreement. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Collectively the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals submitted by DELIMIT. The terms on any purchase order or similar document submitted by Customer to DELIMIT will have no effect and are hereby rejected. If not set out otherwise in this Agreement all notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at its main corporate headquarters and sent to the attention of such party's Chief Executive Officer. Gaming Account
