LICENSESPRING TERMS AND CONDITIONS

These terms and conditions (hereinafter collectively referred to as the “ Terms”) constitute a legal and binding agreement between Cense Data Inc., a company incorporated under the laws of Canada, with registered office at 1810-928 Homer Street Vancouver, V6B 1T7 British Columbia, Canada, business registration no. 81673 9726, including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “ We”, “ Us” or “ Our”) and the clients, users and their heirs, agents, successors and assigns (hereinafter singularly and collectively referred to as “ You” or “ Your”) that use our website www.licensespring.com and its entire contents, features, services and functionalities (hereinafter collectively and indistinctly referred to as the “ Platform”) at the purpose to access and use the services (i.e., management of licenses of Your software products) offered by Us through the Platform (hereinafter collectively referred to as the “ Services”).

IMPORTANT NOTICE: Your continued use of the Platform constitutes Your expressed acceptance of and agreement to be bound by these Terms, as in force from time to time. You further understand and acknowledge that also by accessing or using any Services You agree to be bound by these Terms. If You do not accept such Terms in their entirety, You must not download, access, or use the Platform and/or the Services. If You agree to these Terms on behalf of an entity, You represent and warrant that You have the authority to bind that entity to these Terms. In such event, “You” and “Your” will refer and apply to that entity or agency.

OVERVIEW

Description of Our Services.

Our Services provide the following solutions: allow software developers to control the state of their software, as per the licensing agreement they have with their end users; this includes: (i) issuance of new keys which can control different states of the software (e.g., a trial/full version, or a subscription service); (ii) the customer’s desktop application can check the status of a license key (e.g., valid, active, type etc.); (iii) ability to set how many computers can use the same license key; (iv) ability to reset / disable license keys;

provide and maintain an SDK for Windows and for Mac developers to be able to easily integrate Our licensing solution into their application projects;

provide and maintain up to date documentation on the usage of the Platform, implementation of the SDK in their project, and integr ation with an e-commerce platform.

Rights granted.

Subject to these Terms, You are granted a personal, non-assignable, non-sublicensable, non-transferable and non-exclusive license to use the Platform and the related Services, as specified by in the applicable subscription plan entered into by You through the Platform (hereinafter referred to as the “ Subscription Plan”).

Age limit.

You represent and warrant that You are eighteen (18) years old or older.

Reservation of rights.

We expressly reserve all rights not expressly granted to You in these Terms, including, without limitation, the right to begin charging for any Services and/or any Platform’s features at any time, as well as the right to reduce any functionality thereof.

YOUR LICENSESPRING ACCOUNT AND PRIVATE KEY

Account registration.

In order to access the Platform and the related Services, You must register and create an account on the Platform by providing Us with complete and accurate information as prompted by the registration form (including, without limitation, full name, username, password, etc.). In certain cases, You will be assigned a username and a password for Your account by Your institution or employer.

Account security.

You are entirely responsible for safeguarding and maintaining the security and confidentiality of Your account’s username and password. You acknowledge and accept that We will assume that any person using Your username and password is You. To such purpose, You undertake not to share the account password to any third party or to let anyone else access the Platform or do anything else that might jeopardize the security thereof. You agree to make every reasonable effort to prevent unauthorized third parties from accessing Your account, and You agree to immediately notify Us if You have reasons to believe that unauthorized access to Your account has occurred

Multiple logins.

If allowed by Your Subscription Plan, You may create separate logins for multiple users. To such purpose: (i) You shall be responsible for such authorized users’ compliance with these Terms as well as for all the activities that will occur under their accounts and as a result of their access to the Platform; (ii) You shall identify these users, approve their access to the Platform, control against unauthorized access by them, and maintain the confidentiality of usernames, passwords and their account information.

Private Key.

In order to provide You with the Services, You will be assigned a private key that will be associated to You, in order to encrypt the data of the Services provided to You. Such private key will be Your sole responsibility and Sect. 2.2) above shall apply. If the assigned private key is revoked, Services associated to You will stop working.

SUBSCRIPTION, FEES AND BILLING

Subscription Plans.

In order to use the Platform and our related Services, You are requested to subscribe a Subscription Plan. You can choose among various Subscription Plans that differs in terms of features, number of accessible Services and prices.

Fees.

When You subscribe a Subscription Plan, You agree to pay any and all related applicable fees (if applicable), according to the specific terms thereof, as from time to time available through the Platform. Unless otherwise provided, all fees are stated in U.S. Dollars (USD) and are exclusive of all taxes, levies, or duties imposed by taxing authorities, for which You shall be responsible for the related payment, excluding only Canada.

Recurring billing.

Fees are billed in advance on a monthly basis. To such purpose, You agree to provide Us with valid, up-to-date and complete debit/credit card, contact and billing details. You further authorize Us to bill such debit/credit card on the corresponding effective date (and renewals ones) for the due Subscription Plan’s fees. If, for any reason, Your credit/debit card company refuses to pay the amount billed for the the Subscription Plan purchased, You agree that We may, at Our option, suspend or terminate Your access to the features of the Subscription Plan, and require You to pay the overdue amount by other means acceptable to Us.

Cancellation.

At any time during the Subscription Plan period, You are entitled to withdraw before the end of the then-current paid up month.

Prices change.

We are entitled to review the fees of any Subscription Plan and, to such purpose, You will be informed at least thirty (30) days before the expiration of the then-current Subscription Plan’s paid up month. Unless You decide not to accept the fees’ review by cancelling the subscription within the term provided in Sect. 3.4 above, such new fees shall be applied to the subsequent Supscription Plan’s month.

No refund.

In no case refunds are allowed.

YOUR RESPONSIBILITIES

General responsibilities.

You are entirely responsible for Your use of the Platform and the Services and, to such purpose, You assure that You will not use, or encourage, promote, facilitate, or instruct, or induce others to use the Platform and/or the Services for any activity that violates any any and all applicable local, state, national, and international laws, rules and regulations (hereinafter collectively referred to as the “ Laws”), or for any other illegal, fraudulent, harmful, or offensive purpose.

Data lawfulness.

Some of Our Services allow You to upload, submit, store, send or receive content, including text, files, images, graphics, illustrations, information, software, data – including, without limitations, any data referred to identified or identifiable natural persons, etc. –, audio, video, photographs and other content and material in any format (hereinafter collectively and indistinctly referred to as the “ Data”). You undertakes to have all the interest and title in and to such Data, and to have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. In no way whatsoever We will be responsible for any Data uploaded, submitted, stored, sent or received through the Platform and/or the Services.

Further responsibilities.

You are entirely responsible for configuring the licensing solutions inside the Platform, as well as on the e-commerce platform (i.e., Fastspring), provided that We are available to assist You for consultancy fee to be separately agreed. Further, You shall be entirely responsible also for implementing the SDK into Your software.

Examples of prohibited uses of the Platform / Services.

Examples of prohibited uses of the Application include, without limitation: (i) using the Platform and/or the Service without following the documentation and instructions provided by Us; (ii) creating, uploading, modifying and/or distributing any Data, or take any action using the Platform, that is illegal, fraudulent, harmful, or violates any applicable Laws; (iii) creating, uploading, modifying and/or distributing any Data, or take any action using the Platform, that violates the rights of any third party (including, without limitations, privacy, property rights, etc.); (iv) creating, uploading, modifying and/or distributing any Data, or take any action using the Platform, that infringes or violates the Intellectual Property Rights (as below defined) of another person, entity, service, product, or website; (v) uploading viruses or malicious codes, or take any other action using the Platform that could in any way compromise any functionality thereof; (vi) accessing any account belonging to someone else, or otherwise accessing the Platform using any robot, spider, scraper, or other automated means to access the Platform for any purpose (e.g., data extraction, data scraping, data mining, data harvesting, etc.); (vi) facilitating or encouraging any violations of these Terms.

PERSONAL DATA AND PROCESSING THEREOF

Data containing Personal Data.

Without limiting the foregoing, You warrant and represent that the Data are fully compliant with the applicable Laws regarding the protection of any information relating to an identified or identifiable natural person (hereinafter such data will be collectively referred to as the “ Personal Data”), including but not limited to the European General Data Protection Regulation no. 2016/679. To such purpose, You expressly agree, warrant and represent that: (i) You act as the sole “controller” of the Personal Data contained in the Data, as We are hereby appointed, for the Subscription Plan period, as “processor” of such data on Your behalf, at the purpose of providing You with the Services; (ii) any person whose Personal Data are contained in the Data has previously expressed his freely given, specific, informed and explicit consent to the processing of their Personal Data through the Platform and for the purposes consistent with the Services and these Terms; (iii) the Data do not contain any Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, as well as genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation; (iv) You will provide Us – at Our simple request – with written evidences of the warranties and representations above.

Data backup, removal and anonymization for statistical purposes.

You accept and acknowledge that We do not provide any backup or restoration service, although We backup regularly Our systems as indicated in Our Service Level Agreement which is an integral part of these Terms and is incorporated herein by reference. We will erase the Data (including any private key associated to You) within 7 (seven) days from the termination of Your Account or We will transform such Data in an anonymous form for statistical purposes. Notwithstanding the preceding, We have the right, in addition to any other right afforded to Us under these Agreement, to take remedial actions if any Data violates any Laws or any third party right (of whatever nature, including but not limited to intellectual property right, privacy, etc.), including the removal of such Data. We shall have no liability to You and/or any third party in the event that We take such action.

Data Processing Addendum.

As long as We provide You with the Services, You appoint Us as “processor” of the Data uploaded on the Platform by You at the purpose of host, process (including, without limitation, reformat, manipulate, etc.) and transmit the Data with Personal Data as You may instruct through the Platform from time to time. In particular, in case such Personal Data are of individuals from the European Economic Area, by accepting these Terms You accept to be bound also by the Data Processing Addendum available at LINK, which is an integral part of these Terms and is incorporated herein by reference.

AVAILABILITY, UPDATES AND MAINTENANCE

Availability.

Exception made for Our obligations specifically set out in the Service Level Agreement (available at LINK) which is an integral part of these Terms and is incorporated herein by reference, We have no control or liability over the availability of the Platform / Services on a continuous or uninterrupted basis, so that from time to time the Platform and/or the Services may be inaccessible or inoperable for several reasons, including, without limitation: (i) equipment malfunctions, periodic maintenance procedures or repairs; (ii) causes beyond Our reasonable control or that are not reasonably foreseeable (including, without limitation, threat to security, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures); (iii) limitations due to Your particular device or hardware; (iv) Your violation of any relevant provision of these Terms. Furthermore, You agree and acknowledge that We use third-party vendors and hosting partners to provide Us the necessary hardware, software, networking, storage, and related technology required to run the Platform and the Services.

Updates and maintenance.

We, in Our sole discretion, reserve the right to add additional tools, utilities, improvements, third party applications, features or functions, or to provide programming fixes, updates and upgrades, to the Platform and/or the Services in order to improve and enhance the features and performance thereof (hereinafter collectively referred to as the “ Updates”). You expressly acknowledge and agree that We have no obligation to make available and/or provide any Updates. In case that We provide any Updates, these Terms shall automatically apply thereto, unless We provide other terms along with such Updates. Furthermore, You acknowledge that the Platform and/or the Services may contain automatic update technology, a feature used to provide maintenance (such as a bug fix, patches, enhanced functions, missing plug-ins, and new versions) and by installing the proper software initially, You consent to the transmission of standard computer information and the automatic downloading and installation of maintenance software.

TERM AND TERMINATION

Term and termination.

These Terms are effective on the first day on which You registered Your account and shall remain in force for an undefined term, until terminated either: (i) by You, at any time, by Your request to cancel Your account or to unsubscribe the Subscription Plan; or (b) by Us, at any time, in case of Your breach of any term herein provided, without notice or liability of any kind in such respect.

Obligations surviving termination.

Provisions that survive termination or expiration of these Terms are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

INTELLECTUAL PROPERTY RIGHTS

Our ownership.

We hold and retain all an any title and interest in and to the Platform and the Services, as well as in any Intellectual Property Right associated therewith and, therefore, nothing in these Terms will be interpreted as a transfer, in whole or in part, of rights to You or any other third party with reference to the Platform and the Services, other than those specified herein. For the purposes of these Terms, “ Intellectual Property Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, service marks, certification marks, logos, trade names, and the goodwill associated with the foregoing; (ii) patents and patent applications, and any and all divisions, continuations, reissues, reexaminations, and extensions thereof; (iii) writings and other works of authorship; (iv) trade secrets, business, technical and know-how information, business processes, non-public information, proprietary information and confidential information, and rights to limit the use or disclosure thereof by any person; (v) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation; (vi) domain names, uniform resource locators, and Internet addresses; (vii) any and all technical information, software, specifications, drawings, records, documentation, ideas, knowledge, invention disclosures or other data; (viii) claims, causes of action and defenses relating to the enforcement of any of the foregoing.

Your obligations for Our ownership preservation.

You shall not, and shall not cause or permit others to: (i) remove or modify any program markings or any notice of Our Intellectual Property Rights or those of Our licensors; (ii) make the programs or materials resulting from the Services (excluding the Data) available in any manner to any third party for use in such third party’s business operations; (iii) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Platform, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Us; (iv) perform or disclose any benchmark or performance tests of the Services, the Platform or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); and (v) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services and the Platform to any third party.

Your feedbacks and suggestions.

We may freely use Your feedbacks, suggestions, or ideas in any way, including in future modifications of the Platform, the Services, or of any other products or services, advertising or marketing materials. To such purpose, You grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback You provide to Us in any way. Notwithstanding the preceding, We will not sell, publish or share Your feedback in a way that could identify You without Your explicit permission.

Your name, trademark or logo.

You grant Us the right to mention Your name, trademark or logos as reference or case-study in Our websites, presentations, marketing activities or materials, or in proposals to be sent to Our clients.

PRIVACY AND DATA PROTECTION

Privacy Policy.

You declare to have carefully read Our Privacy Policy (available at LINK) which is incorporated herein by reference, and got a clear understanding of how We collect, use, protect or otherwise handle information relating to an identified or identifiable person.

Our right to access data.

To the maximum extent permitted by the applicable Law, We expressly reserves the right to access, read, preserve, and disclose any information as we may reasonably believe necessary to: (i) satisfy any applicable Laws or any authority request; (ii) enforce these Terms (including investigation of potential violations thereof) or Our Intellectual Property Rights; (iii) detect, prevent, or otherwise address fraud, anti-piracy, security or technical issues (including, without limitation, verify a valid registration, the number of instances launched by the Platform, the device IP address, the version of the software used, etc.); (iv) conduct internal statistics and analytics on an anonymized basis, including tracing the use of the Platform for the purpose of correctly provide updates, functionalities and improvements, or for security reasons.

WARRANTY AND LIABILITY

DISCLAIMER OF WARRANTY.

THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE PLATFORM AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE PLATFORM AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS.

DISCLAIMER OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS AND EXCEPTION MADE FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY THE APPLICABLE LAWS, IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES AND/OR THE PLATFORM, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS.

EXCLUSIVE REMEDY.

IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND WE BECOME LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, OUR CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT FROM WHICH AROSE OUR LIABILITY. NOTWITHSTANDING THE PRECEDING, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PLATFORM AND ANY RELATED SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE PLATFORM AND/OR THE SERVICES.

INDEMNIFICATION

Indemnification.

You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arose by any claim made by any third party (including, without limitation, any agency, public administrations, entities, etc.) against Us in connection with any of Your: (i) violation or breach of any term of these Terms; (ii) violation of any applicable Laws, whether or not referenced herein; (iii) violation of any rights of any third-party; (iv) use or misuse of the Platform.

Remedies.

You expressly agree and acknowledge that any violation of Your obligations pursuant to these Terms may cause Us irreparable harm and damage, which may not be recovered at law. Therefore, You agree that Our remedies for breach of these Terms may be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.

MISCELLANEOUS

Discontinuation policy.

The Services are subject to Our discontinuation policy, so that We reserve the right to discontinue all support for such Services, and/or for any features, online or other services or content accessible through the Platform, in accordance with such discontinuation policy.

Independent entities.

We are an independent contractor, so no partnership, joint venture, or agency relationship exists between Us and You. You and Us are each responsible for paying our own employees, including employment related taxes and insurance.

Force majeure.

We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, We will be excused from such performance to the extent it is delayed or prevented by such cause.

No implied waiver.

Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of these Terms shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to these Terms and/or the applicable Laws.

Governing law and arbitration.

These Terms are governed by the substantive and procedural Laws of Canada, without regard to conflict of laws provisions. Any dispute arising out of, or relating to, these Terms shall be settled through arbitration conducted by a single neutral arbitrator and with place in Vancouver, British Columbia, Canada. The arbitrator’s decision and award shall be final and binding, with some exceptions under the Canadian Arbitration Act, and judgment on the award may be entered in any court having jurisdiction. To such purpose, We and You agree that: (i) if We and/or You want to arbitrate a dispute, a written notice will be sent to the other party with a description of the dispute, all documents/information, and the proposed resolution; (ii) We and You will make attempts to resolve the conflict and, if the dispute is not resolved within forty-five (45) days after receipt of the notice of arbitration, then the dispute will be submitted to formal arbitration; (iii) We and You will not to pursue arbitration broadly and that any arbitration will be solely between You and Us (not brought on behalf of or together with the statement of another person), provided that if for any reason a Court or arbitrator holds that this restriction is unacceptable or unenforceable, then this agreement to arbitrate does not apply and the dispute and must be brought to the competent Canadian Courts; (iv) We and You will be responsible for the respective costs relating to counsel, experts, and witnesses, as well as any other expenses related to arbitration; (v) We and You may bring qualifying claims in small claims court.

Severability.

Should any part of these Terms be declared illegal or unenforceable, the remaining portion will remain in full force and effects.

Amendments.

We may, in our sole discretion, amend these Terms at any time by posting a revised version thereof on Our website at https://licensespring.com/terms-of-service/ , providing reasonable advance notice of any amendment that includes a change that reduces Your rights or increases Your responsibilities. Your continued use of the Platform and/or the Services following changes to the Terms after the effective date of a revised version thereof constitutes Your expressed acceptance of and agreement to be bound by these Terms as in force from time to time.

Entire agreement.

These Terms constitute the entire agreement between We and You with respect to its subject matter and it supersedes all prior or contemporaneous agreements concerning such matter (including, but not limited to, any prior versions of these Terms).