Zea Cloud Beta Agreement

 

ATTENTION: THIS LICENSE AGREEMENT (“AGREEMENT”) IS PROVIDED BY ZEA INC (‘ZEA”/”WE”/”US”) AND PERMITS EARLY ACCESS TO A BETA VERSION OF ZEA’S CLOUD-BASED CAD FILE CONVERSION PLATFORM-AS-A-SERVICE (THE “PAAS PRODUCT”) WHICH ENABLES CONVERSION OF CAD FILE FORMATS INTO ZEA’S ZCAD FORMAT FOR USE WITH THE ZEA ENGINE. ACCESS TO AND USE OF THE ZEA ENGINE IS GOVERNED BY SEPARATE TERMS.

PLEASE NOTE THAT THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.

ZEA PAAS PRODUCT

BETA LICENSE

ACCESS AND USE OF THE PAAS PRODUCT ARE SUBJECT TO YOUR AGREEMENT TO THE TERMS HEREOF AND PAYMENT OF THE APPLICABLE FEES SET OUT IN SECTION 3 BELOW. BY SIGNING UP TO PARTICIPATE IN A BETA TRIAL OF THE PAAS PRODUCT, YOU WILL HAVE ACCEPTED AND AGREED TO THE TERMS HEREIN. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO AND COMPLY WITH THE TERMS OF THIS AGREEMENT. PLEASE NOTE THAT YOU MAY NOT ACCESS AND USE THE PAAS PRODUCT FOR ANY BENCHMARKING OR COMPETITIVE PURPOSES INCLUDING, MONITORING AVAILABILITY OR PERFORMANCE.

Table of Contents

Last Modified May 1, 2021

1. Definitions

  • Content” means the files that you upload to Zea Cloud for conversion into zcad files for rendering and or viewing by an application powered by the Zea Engine;
  • "Customer" or "You" means the person or entity creating an account and agreeing to the terms of this Agreement to communicate with the PaaS Product. "You" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You;
  • Documentation” means the instructions, requirements, guidelines, and other documentation for the PaaS Product made available by Zea from time to time;

2. License Terms

  1. License Grant. Subject to the terms and conditions of this Agreement and payment of the applicable license fees, Zea grants Customer and its permitted users a non-exclusive, non-transferable, non-sublicensable internal limited license to access and use the PaaS Product to convert CAD files into zcad file format as a beta user for the term specified in Section 2.3 below (the “Beta Trial”).
  2. Restrictions. Zea may impose certain limitations on the use of the PaaS Product, including, but not limited to restricting the number of files you may convert during the Beta Trial. You agree to use the PaaS Product only for purposes as permitted by this Agreement and not for any purpose prohibited by applicable law or regulation. Zea reserves the right to modify or impose any limitations on the use of the PaaS Product at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate users and/or terminate the Beta Trial at any time without any liability whatsoever to you. In using the PaaS Product you shall not:
    1. violate any applicable local, state, provincial national, or international law or regulation;
    2. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the PaaS Product; or
    3. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the PaaS Product, Documentation, or any software provided by us.
  3. Technical Support. Apart from any agreed onboarding and support, You acknowledge and agree that Zea has no obligation under this Agreement to provide patches, updates, new releases, or new versions of the PaaS Product or to keep the Documentation accurate or up to date.

3. Fees and Payment Terms

Use of the Paas Product is calculated on file conversions on a per megabyte basis. Fees are waived until midnight on December 31, 2021, after which, Customer shall subscribe and pay the fees for use of the PaaS Product in the amounts and at the times indicated on the website.
 

4. Zea’s Intellectual Property Rights

All right, title, and interest (including all intellectual property rights) in, to, and under the PaaS Product (including all copies thereof) shall remain with Zea and its licensors. Customer’s rights to the PaaS Product are strictly limited to those granted in this Agreement. Zea product names and logos are trademarks of Zea Inc. All other company and product names and logos provided as part of the PaaS Product are trademarks or registered trademarks of their respective owners in certain countries.

5. Content

You are solely responsible for any and all Content you upload or convert through the PaaS Product, and you represent and warrant that you own or control all necessary intellectual property rights in and to any such Content. To the extent that you own all necessary rights, titles, and interests in and to the Content, such rights remain with you. You hereby grant Zea a limited, non-exclusive, transferable, royalty-free, fully paid-up, and revocable license to reproduce, perform and display, and facilitate the reproduction, performance, and display of, the Content in order to provide services to you hereunder.

6. DISCLAIMER

You understand that the PaaS Product is being provided in ‘beta’ so features may be limited and may not reflect the full capabilities that PaaS Product will have on a full launch. The PaaS Product is made available to you on an “AS IS” and “AS AVAILABLE” basis for the purpose of trialing it and providing Zea with feedback on the quality and usability of the Paas Product. WE DO NOT WARRANT THAT THE PAAS PRODUCT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR ERROR-FREE; THAT YOUR ACCESS TO THE PAAS PRODUCT WILL BE UNINTERRUPTED; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT OUR SERVICES OR WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT LEGALLY PERMITTED WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE. WE ARE NOT LIABLE FOR ANY LOSS, WHETHER OF MONEY (INCLUDING PROFIT), GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE ZEA SERVICES, EVEN IF YOU ADVISE US OR WE COULD REASONABLY FORESEE THE POSSIBILITY OF ANY SUCH DAMAGE OCCURRING. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING CONTAINED IN THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE OR OTHERWISE) IS LIMITED TO THE GREATER OF: (I) FEES PAID; AND (I) $100. UNDER NO CIRCUMSTANCES SHALL ZEA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES WHATSOEVER.

8. Indemnity

You will indemnify and hold harmless Zea and its affiliates and our and their respective officers, directors, agents, and employees (each an “Indemnified Party”), from any claim made by any third party, together with any amounts payable to the third party whether in settlement or as may otherwise be awarded, and reasonable legal costs incurred by any of the Indemnified Parties, arising from or relating to your use of the PaaS Product, any alleged violation by you of the applicable terms, and any alleged violation by you of any applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you but doing so will not excuse your indemnity obligations.

9. Term & Termination

This Agreement shall continue for the term of the Beta Trial which, unless otherwise agreed with you in writing will be until midnight December 31, 2021. You must, upon termination, destroy all copies of the PaaS Product. You may terminate this Agreement by notifying Zea and/or by ceasing all use of the PaaS Product and Documentation. In addition to this Section, the Sections entitled Definitions, Limited Warranties, Disclaimer of Warranties, Limitation of Liability, Title, Third-Party Beneficiaries, and General Terms shall continue in force even after any termination of this Agreement.

10. Third-Party Beneficiaries

You are hereby notified that there may be third-party beneficiaries to this Agreement. To the extent that this Agreement contains provisions that relate to (i) the use by You of certain components of the PaaS Product in which such third parties have an interest, or (ii) services provided by Affiliates, licensors, subcontractors, and/or distributors of Zea; such provisions are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by Zea.

11. Confidentiality

  1. Confidential Information” means, any information provided by one party (“disclosing party”) to the other party (“receiving party”) under this Agreement, which is designated as confidential or would reasonably be considered to be confidential information. “Confidential Information” means, in the case of information disclosed to Customer by Zea, the Documentation, PaaS Product, any and all materials, software, and programming code in any form, technical data, code, inventions, algorithms, know-how and ideas, and all other information provided under this Agreement; as well as any feedback, reports or other information provided by Customer to Zea. For greater certainty, the Customer shall not disclose any performance, functionality, benchmarking, or feature-related information about the Software.
  2. Each party agrees to hold all Confidential Information in confidence for the other and not to use the other party’s Confidential Information other than as expressly authorized under this Agreement. Each party agrees not to disclose any such Confidential Information without the prior written consent of the disclosing party, to anyone other than the receiving party’s employees who have a need to know such Confidential Information to allow the receiving party to exercise its rights or perform its obligations under this Agreement or to agents, or contractors who have a need to know such Confidential Information to allow the receiving party to exercise its rights or perform its obligations under this Agreement and with whom the receiving party has a valid non-disclosure agreement, except that the receiving party may disclose information that: (i) prior to or after the time of disclosure becomes generally publicly known other than through a breach of this Agreement; (ii) is disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; (iii) is in the possession of the receiving party at the time of disclosure without any obligation of confidentiality; (iv) is independently developed by the receiving party prior to or independent of the disclosure; or (v) is required to be disclosed by government or court order or other legal process, provided that the receiving party will take all reasonable steps to permit the disclosing party to prevent or limit such disclosure. Each party shall be directly liable for the acts or omissions of its employees, agents, and contractors with respect to such confidentiality obligations. Each party agrees to protect the other party’s Confidential Information with the same standard of care and procedures which it uses to protect its own trade secrets and Confidential Information of like importance and, in any event, will adopt or maintain procedures reasonably calculated to protect such Confidential Information.
  3. In recognition of the unique and confidential nature of the information disclosed by each of the parties, it is agreed that each party’s remedy for breach by the other party of its obligations under this Section 11 will be inadequate and the non-breaching party will, in the event of such breach, be entitled to seek equitable relief, including without limitation, injunctive relief, and specific performance, in addition to any other remedies provided hereunder or available at law. The breaching party hereunder agrees not to oppose any such application on the basis that monetary damages alone would be a satisfactory or sufficient remedy. Each party shall be liable and shall and fully indemnify the other for breach of this Section 11.

11. Feedback

Zea shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the PaaS Product or other Zea products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the PaaS Product, showcase content and/or Zea’s business more generally.

12. General Terms

This Agreement is the entire agreement between You and Zea in respect to the PaaS Product and the PaaS Product shall be deemed to be licensed pursuant to the terms and conditions of this Agreement. You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without Zea’s prior written. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement shall be governed by the laws of the Province of Ontario. No choice of law, rules of any jurisdiction shall apply to this Agreement. You shall only be entitled to bring any action or proceeding arising out of or relating to this Agreement, the PaaS Product or any services provided in respect to the PaaS Product in a court in Toronto, Ontario Canada and You consent to the jurisdiction of such courts for any such action or proceeding.
If you wish to terminate your account with Zea, you may discontinue using our Services Software and delete any applications or software that you may have downloaded from us. We may amend this EULA at any time by posting revisions through a link on our website, with no additional notice to you. Your continued access to and use of our Services Software will constitute acceptance of our amended EULA. If you do not agree with any of the terms of this EULA, or any future amendments, your sole recourse is to cease use of our Services. If you have any questions regarding this Agreement please contact licensing@zea.live.
 

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO THEM.

16. Contact Information

info@zea.com

Zea Inc.

4329 rue Saint-André Montréal QC H2J 2Z3 CANADA