END USER TERMS
Last updated: November 11, 2021
The following terms and conditions (the “End User Terms”) govern your access to and use of the software and services we make available that reference these terms (the “EAIGLE Products”), including our software embedded in the devices we sell (the “Licensed Software”), our websites located at www.eaigle.com and other eaigle.com domains, and the information and cloud services we make available in connection with the foregoing.
These End User Terms form an agreement between EAIGLE Inc. (“EAIGLE”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the EAIGLE Products (“use” or “using” in these End User Terms will mean any of the foregoing).
You may be an individual user of the EAIGLE Products or may be using the EAIGLE Products on behalf of an organization or other third party that we refer to in these End User Terms as a “Customer”. In the event you are using the EAIGLE Products on behalf of a Customer, you acknowledge that such Customer has separately agreed to other terms and conditions or has entered into an agreement (each, the “Contract”) that permits Customer and its authorized personnel to certain use the EAIGLE Products (each individual granted access to the EAIGLE Products, including you if applicable, is an “Organizational User”). The Contract contains our commitment to make the EAIGLE Products available to Customer, who may then obtain authorization or user accounts for each individual Organizational User.
BY USING THE EAIGLE PRODUCTS, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE EAIGLE PRODUCTS IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE END USER TERMS, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
1. Changes to these End User Terms and the EAIGLE Products
Except where prohibited by applicable law, we reserve the right to change these End User Terms at any time by posting a new version in the EAIGLE Products. It is your obligation to monitor the EAIGLE Products for any such changes. Your continued use of the EAIGLE Products after any changes to these End User Terms indicates your acceptance of such changes. It is your responsibility to review these End User Terms regularly.
Subject to any obligations we may have under Contracts with a Customer as described elsewhere in this Agreement including in Section 2:
- we reserve the right to change the EAIGLE Products at any time, without notice;
- we may, at our discretion, suspend your access to or use of the EAIGLE Products or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these End User Terms; (iii) to prevent interference with the availability of the EAIGLE Products; (iv) to address any emergency security concerns; and
- we reserve the right to remove, edit, limit, or block access to any data, information, records and files that you load, transmit to or enter into, or that we collect from, the EAIGLE Products (collectively, “User Data”) at any time, and we have no obligation to display or review your User Data.
2. Other EAIGLE Agreements
These End User Terms do not alter in any way the terms or conditions of any other agreement that may apply to your use of the EAIGLE Products, including the Contract. If there is a conflict or inconsistency between such other agreements and these End User Terms, then the provisions of these End User Terms will govern to the extent of such conflict or inconsistency.
3. EAIGLE’s Intellectual Property Rights
Except as expressly provided elsewhere in these End User Terms or as otherwise agreed to in writing by us, all right, title and interest, including all intellectual property rights in the EAIGLE Products will remain the sole property of EAIGLE or its licensors.
You acknowledge and agree that the EAIGLE Products may be protected by intellectual property laws in Canada and elsewhere in the world, including by copyright, trademark, patent, trade secret, and any other proprietary rights. Except as expressly provided elsewhere in these End User Terms or as otherwise agreed to in writing by us, you are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the EAIGLE Products, or sharing or granting access in any of the foregoing to any third party for any purpose.
EAIGLE is the trade name and mark of Eaigle Inc.. Any trademarks, graphics or logos appearing in the EAIGLE Products are the exclusive property of EAIGLE or its licensors and may not be used in any manner without our express written consent.
All rights not expressly granted to you in these End User Terms are reserved by EAIGLE.
4. Limited Software License
Subject to and conditional on your strict compliance with these End User Terms, EAIGLE grants you a non-exclusive, non-transferable, non-sublicenseable, and limited license (the “License”) to use the Licensed Software as properly installed in accordance with the Contract, solely as set forth in this Section 4 and subject to all conditions and limitations set forth in these End User Terms. The License is only valid during the applicable license term specified in the Contract. You may only use the Licensed Software on behalf of Customer and for Customer’s internal business purposes. Your use of the Licensed Software under the License is permitted only on the computing device on which the License Software is installed at the physical location thereof.
5. Support and Maintenance
Unless you are entitled to receive support and maintenance services as specified under a Contract, EAIGLE will have no obligation to provide you with support or maintenance services for the EAIGLE Products.
6. Customer and User Data
Subject to applicable privacy laws, when you submit or otherwise make available content or information to the EAIGLE Products on behalf of a Customer (“Customer Data”), you acknowledge and agree that Customer retains all of its rights, title and interest, including all intellectual property rights, in and to the Customer Data, and the Contract governs EAIGLE’s right to use the Customer Data.
You represent and warrant to us that User Data will only contain information about identifiable individuals in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the EAIGLE Products.
EAIGLE may use any suggestions, comments or other feedback relating to any aspect of the EAIGLE Products (“Feedback“), in or to improve the EAIGLE Products or EAIGLE’s other offerings. Accordingly, you agree that:
- Feedback is not your confidential or proprietary information or that of any third party and you have all of the necessary rights to disclose the Feedback to EAIGLE;
- EAIGLE (including all of its successors and assigns and any successors and assigns of any of the EAIGLE Products and its other offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback; and
- you are not entitled to receive any compensation or reimbursement of any kind from EAIGLE or any of the other users of the EAIGLE Products in respect of the Feedback.
8. User Accounts for the EAIGLE Products
To access certain features of the EAIGLE Products, you may be required to successfully sign up for a user account using the available interfaces of the EAIGLE Products (the “Account Credentials”). You will keep your Account Credentials secure and will not share or grant access to your Account Credentials with anyone else. We reserve the right to disable any Account Credentials issued to you at any time in our sole discretion. If we disable access to any Account Credentials issued to you, you may be prevented from accessing the EAIGLE Products. Certain information will be shared with Customer and Customer may be able to change and update your Account Credentials or settings relating thereto.
9. Your Responsibilities
You agree to:
- only use the EAIGLE Products in compliance with all applicable laws and regulations, including all intellectual property, data, privacy any export control laws;
- upload and disseminate only Customer Data which Customer owns all required rights under law and do so consistent with applicable law;
- use reasonable efforts to prevent unauthorized access to or use of the EAIGLE Products;
- keep Account Credentials and all other login information confidential;
- monitor and control all activity conducted through your Account Credentials in connection with the EAIGLE Products; and
- promptly notify us (and Customer, if applicable) if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your Account Credentials, including any loss, theft, or unauthorized disclosure or use of your Account Credentials
10. No Unlawful or Prohibited Use
You will not use the EAIGLE Products in violation of these End User Terms or of any applicable law. You will not, without our prior written permission, use the EAIGLE Products for any purpose other than to access and use the software and services we make available through the EAIGLE Products. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
- send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the EAIGLE Products any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (viii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the EAIGLE Products (e.g., a denial of service attack);
- attempt to gain unauthorized access to the EAIGLE Products;
- use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the EAIGLE Products or any part thereof or otherwise attempt to discover any source code;
- use the EAIGLE Products for the purpose of building a similar or competitive product or service; or
- authorize, permit, enable, induce or encourage any third party to do the above.
11. Third Party Content, Websites or EAIGLE Products
The EAIGLE Products may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the EAIGLE Products from third party devices or systems. EAIGLE does not endorse any third-party content, websites, services, devices or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, devices or systems are not under EAIGLE’s control, and if you choose to access any such content, websites, or services, or to access the EAIGLE Products from such devices or systems, you do so entirely at your own risk.
You acknowledge that you may be required to accept terms and conditions applicable to third party content, websites, services, devices or systems and agree to accept and comply with any such terms and conditions.
12. Malicious Code and Security
We do not guarantee or warrant that the EAIGLE Products are compatible with your computer system or that the EAIGLE Products, or any links from the EAIGLE Products, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties.
You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the EAIGLE Products.
You are prohibited from attempting to circumvent and from violating the security of the EAIGLE Products including: (a) accessing content that is not intended for you; (b) attempting to breach or breaching the EAIGLE Products security or authentication measures; (c) restricting, disrupting or disabling service to the EAIGLE Products users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the EAIGLE Products, including by introducing any material that is malicious or technologically harmful.
13. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the EAIGLE Products. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the EAIGLE Products.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE END USER TERMS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE EAIGLE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE EAIGLE PRODUCTS WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE END USER TERMS.
FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE END USER TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE EAIGLE PRODUCTS EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE END USER TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
ANY REMEDIES AVAILABLE WITH REGARD TO THE EAIGLE PRODUCTS ARE AS SET OUT IN THE CONTRACT WITH THE CUSTOMER.
You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
- your breach of any provision of these End User Terms or any documents referenced herein;
- your violation of any law or the rights of a third party (including intellectual property rights); or
- use by any third party using your Account Credentials of the EAIGLE Products.
17. Geographical Restrictions
EAIGLE makes no representation that the EAIGLE Products are available for use in locations outside Canada and the United States or all locations within Canada and the United States. The EAIGLE Products are not intended for use in any jurisdiction where their use is not permitted. If you access the site from outside Canada or the United States, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
18. General Provisions
- Choice of Law. Except as restricted by applicable law, these End User Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, notwithstanding your domicile, residency or physical location. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these End User Terms. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the EAIGLE Products. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
- Entire Agreement. These End User Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the EAIGLE Products. A printed version of these End User Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these End User Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Except as otherwise provided in these End User Terms, the parties’ rights and remedies under these terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these terms are for reference purposes only and have no substantive effect.
- Our failure to insist upon or enforce strict performance of any provision of these End User Terms will not be construed as a waiver of any provision or right. A waiver of any provision of these End User Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- If any of the provisions contained in these End User Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these End User Terms and all other provisions of these End User Terms will remain in full force and effect.
- You will not assign these End User Terms to any third party without our prior written consent. We may assign these End User Terms or any rights under these End User Terms to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these End User Terms will be binding upon permitted assignees. These End User Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
- English Language. It is the express wish of the parties that these End User Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
If you have any questions or comments regarding these End User Terms, please contact us at email@example.com.