THESE EARLY ACCESS TERMS AND CONDITIONS (the “Agreement”), effective as of the acceptance of this Agreement as evidenced by the User tapping on the appropriate acceptance button at the moment of account creation (the “Effective Date”), is entered into between the user (“User” or “you”) of the Zea platform (the “Platform”) and Zea Inc., owner of the Platform (“Zea”, “we”, or “us”) (each a “Party” and, collectively, the “Parties”).
For the purposes of this Agreement, “Platform” means the beta version of the Zea 3D technical communication cloud platform currently available at https://aftr-development.web.app/sign-in, or any other URL that may be specified by Zea during the Early Access Period (as defined in Section 7 below), and which includes, without limitation, any hubs or features released thereon, along with all associated media, and documentation, if any.
BY ACCESSING THE PLATFORM AND TAPPING ON THE APPROPRIATE ACCEPTANCE BUTTON, USER ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE USING THE PLATFORM AND ACCEPTING OR AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY, ASSOCIATION OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT AND, IN SUCH EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT LEGAL ENTITY.
Zea hereby grants User a limited, non-exclusive, personal, non-transferable, non-sublicensable, internal, royalty-free license to access and use the Platform during the Early Access Period.
User agrees during the Early Access Period to use and test features of the Platform and to voluntarily report on all testing results to Zea via various means (including through the Platform, via email, or other methods made available to you), including any errors, bugs, defects, and other issues with the Platform, as well as any Feedback (as defined below). User may implement and use such modifications, enhancements, error corrections, bug fixes, new releases, or other updates to or for the Platform that Zea may make to the Platform during the Early Access Period.
Zea shall own all rights, title and interest in and to any suggestions, requests or recommendations for improvements or enhancements to the Platform or other feedback that User may, alone or jointly with Zea, propose or make during the Early Access Period (collectively, “Feedback”). User hereby irrevocably (i) assigns all User’s rights, title and interest in and to the Feedback to Zea; and (ii) waives in favour of Zea, its successors and assigns any and all moral rights that User has or may have in the Feedback. User further agrees to provide Zea such assistance as it may require to document, perfect, and maintain its rights to the Feedback.
During the Early Access Period, you may upload files or images to the Platform (the “User Content”). You are solely responsible for any and all User Content that you upload, create or modify using the Platform, and you represent and warrant that you own or control all necessary intellectual property rights in and to any such User Content. You will maintain all rights, title and interest to the User Content that you upload, create or modify using the Platform and you hereby grant to Zea a royalty-free, worldwide and non-exclusive license to host, access, use, copy, reproduce, display, save, process and transmit User Content for the purposes of, and only to the extent necessary for, the provision of the Platform.
Zea shall make the Platform available to User during the Early Access Period, solely for the purpose of User’s use thereof. Zea may, at its sole discretion, provide User such technical assistance as Zea may deem necessary to properly access and use the Platform. Zea may impose certain limitations on the use of the Platform during the Early Access Period. Upon reasonable prior notice to User, Zea may also delete all data from the Platform, which deletion would include any User Content. In such event, Zea’s reasonable prior notice would permit you to download and save any User Content prior to such deletion.
Zea is not obligated under this Agreement to provide any documentation, maintenance/technical support, or updates/upgrades to the Platform, though we will certainly attempt to do so. In addition, the Parties agree that upon expiry or termination of this Agreement, User is under no obligation to enter into any agreement relating to the Platform or to continue to use the Platform in any way.
Zea retains ownership of all rights, title and interest in and to the Platform and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights). Except as provided hereunder, User will have no right to loan, license, sublicense, rent, transfer, assign, sell, distribute, change, alter, copy, amend, modify, make derivative works based upon the Platform, use the Platform to develop any products, applications or platforms, combine the Platform with other software or code, reverse engineer, decompile, disassemble, publish, disclose, display or make available, in whole or in part, or otherwise use the Platform in any manner whatsoever. User will not remove any proprietary, copyright, patent, trademark, design right, trade secret or any other proprietary rights legends from the Platform. Any right not expressly granted herein is reserved by Zea. User shall not use or permit others to use the Platform for the purpose of creating, improving or otherwise assisting in the development of any system which performs or may perform functions similar to, or competitive with, the Platform.
Unless terminated earlier in accordance with this Agreement, this Agreement will begin on the Effective Date and will automatically terminate on the date on which a generally available commercial version of the Platform is released and a new Terms and Conditions (or similar agreement) covers the User’s use of the Platform (such term being defined as the “Early Access Period”). Zea may terminate this Agreement at any time for any reason. User may terminate this Agreement at any time by notifying Zea and/or by ceasing all use of the Platform. Any provision of this Agreement which by its very nature should survive termination or expiration of this Agreement will survive its termination or expiration.
The Platform is made available to you without payment of any fees for the duration of the Early Access Period. Prior to the date on which a generally available commercial version of the Platform is released, Zea will make available final pricing options for access to the general availability release of the Platform.
User hereby expressly acknowledges and agrees that the Platform (including any modifications or improvements thereto) may not be ready for general commercial release and may contain bugs, errors or defects. Accordingly, Zea is providing the Platform to User “as is”. Zea and its shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively, its “Representatives”) make no representations, warranties or covenants, express or implied, in respect of the Platform, including without limitation, statutory or implied warranties or conditions of merchantability, accuracy, non-infringement, satisfactory quality or fitness for a particular purpose, all of which are expressly disclaimed and excluded. Zea does not guarantee that the Platform will ever be made generally commercially available, or that any generally commercially available release of the Platform will contain the same or similar functionalities/features as the Platform made available by Zea to User under this Agreement.
User shall not, during the Early Access Period or thereafter, on its behalf or on behalf of any person, whether directly or indirectly, (i) criticize, disparage, defame or make or post any negative comments or reports, statements or images about the Platform or Zea, whether oral or written, including statements and images made or posted via social media or on the internet; or (ii) more generally, take any action that might impair the integrity, reputation or goodwill of Zea or its Representatives.
In no event will Zea or its Representatives be liable for any loss, damages, claims, or costs whatsoever, including any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, any loss of revenue or profits, lost or damaged data, loss of use, business interruption or any other pecuniary loss), arising out of or relating to this Agreement or caused by the use, misuse or inability to use the Platform, even if Zea has been advised of the possibility of such damages. This limitation of liability will apply regardless of the form of action, whether in contract, warranty, tort, negligence, strict liability or under any other legal theory. User acknowledges and agrees that the limitations and exclusions of liability set out in this Section 11 are fair and reasonable in the commercial circumstances of this Agreement and that Zea would not have entered into this Agreement but for the inclusion of such limitations and exclusions.
“Confidential Information” means all non-public, confidential or proprietary information of Zea or its Representatives relating to the Platform, including without limitation all software (including source code), technology, intellectual property, trade secrets, and other information and data relating to the Platform, all Feedback and all testing information provided by User to Zea. User shall not use the Confidential Information in any manner except as reasonably required to test the Platform and shall keep confidential all Confidential Information and shall protect the Confidential Information with the same degree of care as User employs in the protection of its own confidential and proprietary information, but at least with a reasonable degree of care. User shall not disclose any Confidential Information to any person, except, if applicable, to those of its employees and agents who require access for User’s authorized use of the Platform under this Agreement. User acknowledges that the restrictions contained in this Section 12 are reasonable and necessary to protect Zea’s legitimate interests. User understands and agrees (i) that the remedies at law for the violation of this Section 12 will be inadequate; (ii) that such violation will cause irreparable injury within a short period of time; and (iii) that in addition to any and all other remedies Zea may have at law and in equity, Zea shall be entitled to preliminary injunctive relief and other injunctive relief against such violation without the necessity of proving actual damages.
This Agreement will be governed by, interpreted and construed in accordance with the laws of the Province of Québec, Canada and the laws of Canada applicable therein, other than rules governing conflicts of laws. Each of the Parties agrees that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of the Province of Quebec, Canada (district of Montreal). The foregoing choice of jurisdiction and venue shall not prevent Zea from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order, in any appropriate jurisdiction.
This Agreement constitutes the entire agreement between you and Zea with respect to your use of the Platform, superseding any prior agreements between you and Zea. If any of the provisions contained in this Agreement are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby. Zea and its Representatives shall not be liable for any failure to perform its obligations under this Agreement where such failure results from any cause beyond Zea’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation. The Parties have requested that this Agreement be drafted in English. Les parties aux présentes ont exigé que le présent contrat soit rédigé en langue anglaise.
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