COMPANY grants you a non-sublicenseable, non-transferable, revocable right and license to (i) access, use and display the Service on the Website, including when applicable widgets and data generated by the Service, (ii) reproduce and display the Local Logic name and logo solely in connection with such display and for no other purpose, and when applicable (iii) use ANALYTICS PLATFORM, the software development kit (“SDK”) and application programming interfaces (“APIs”) made available by COMPANY to you internally and solely for the purpose of implementing the Services. All restrictions, obligations, and liabilities related to your access to and use of the Services apply equally to the ANALYTICS PLATFORM, SDK and APIs.
You agree not to permit any third party to use or access the Service for any purpose other than permitted in this Agreement. As a condition to your use of the Service, you agree not to:
Use available data or libraries available on www.locallogic.co, www.localanalytics.io or any subdomains of www.locallogic.co for any commercial purpose other than permitted in this Agreement;
Impersonate or misrepresent your affiliation with any person or entity;
Access, tamper with, or use any non-public areas of the Service or COMPANY’s computer systems;
Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or data used to provide or provided as a Service;
Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
Provide payment information belonging to a third party;
Use the Service in an abusive way contrary to its intended use, to its documentation or to COMPANY’s reasonable instructions;
Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
Infringe third party intellectual property rights when using or accessing the Service.
COMPANY grants you the personal, non-transferable, non-exclusive, revocable and limited right to access and use the Service for your own personal purposes as an individual consumer.
COMPANY will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. COMPANY may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. you acknowledge that, although COMPANY has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body
COMPANY reserves the right to temporarily or permanently discontinue the Service at any time. COMPANY will deploy commercially reasonable efforts to notify you of such discontinuation. If you breach this Agreement, COMPANY will have the right to terminate this Agreement immediately, without notice, and to deactivate your account.
CONFIDENTIALITY AND NON DISCLOSURE
Confidential Information: For the purposes of this Agreement, the term “Confidential Information” includes all non-public or confidential information, whether provided in written, oral or electronic form, whether or not identified as confidential at the time of disclosure, relating to the ANALYTICS PLATFORM, whether provided by the COMPANY or its Representatives, at any time on or after the date of this Agreement, in connection with or contemplation of the ANALYTICS PLATFORM.
Notwithstanding the foregoing, this Agreement does not and shall not apply to restrict you or its Representatives your using or disclosing Confidential Information which:
(i) is or becomes generally available to the public other than through a breach of this Agreement by you or your Representatives;
(ii) was within the possession of you or your Representatives on a non-confidential basis prior to its being provided to you or your Representatives by or on behalf of the COMPANY;
(iii) is or becomes available to you on a non-confidential basis from a source other than the COMPANY or its Representatives, which source, to your knowledge, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or
(iv) is independently developed by the you or your Representatives without the use of the COMPANY’s Confidential Information.
Confidentiality Obligations: You agrees that you and your Representatives shall keep such Confidential Information confidential and will not disclose such Confidential Information to any person provided, however, that you may disclose any of such Confidential Information: (i) with the prior written consent of the COMPANY, or (ii) to its directors, officers, employees, agents, contractors or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) as well as those of its affiliates who need to know such Confidential Information for the purpose of evaluating the ANALYTICS PLATFORM (collectively, the “Representatives”) and who shall be informed of the confidential nature of such Confidential Information and who agree to treat the Confidential Information in accordance with the terms of this Agreement. For the purposes of this Agreement, the term “person” shall mean an individual, a corporation, a partnership, an association, a limited liability company, a trust or other entity or organization.
Non-Disclosure: Without the prior written consent of the COMPANY or as otherwise permitted herein, you and your Representatives agree not to disclose to any person the fact that Confidential Information is being exchanged, discussions or negotiations are taking place concerning the Purpose, or any of the terms, conditions of or matters then being discussed with respect thereto, including the status thereof. The Non Disclosure provision of this AgreementT will continue in force for one (1) year from the date first written above.
PROPRIETARY RIGHTS AND OWNERSHIP OF DATA
All right, title, and interest in and to the Service are and will remain the exclusive property of COMPANY and its licensors. The Service is protected by copyright, trademark, and other domestic and foreign laws concerning intellectual property. Except as expressly permitted in this Agreement, you may not reproduce, modify, or create derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or commercially exploit the Service. Any rights not expressly granted herein are withheld. You hereby grant COMPANY an irrevocable, perpetual and fully assignable license to use the information and data generated by automatic means (including, for example, pixel tracking) on a confidential basis, in whatever format, with the right to grant sub-licenses.
If you elect to provide any suggestions, comments, improvements, information, ideas, interactions with the Service, search preferences, or other feedback or related materials to COMPANY (collectively “Feedback”), you hereby grant COMPANY a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits COMPANY’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICE, INCLUDING THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PROVIDED BY THIRD PARTIES, THAT THE SERVICE WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED. COMPANY PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, COMPANY’ WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS OR LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICE, WHETHER FORESEEABLE OR NOT, AND EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT COMPANY IS FOUND LIABLE TO PAY YOU ANY DAMAGES, COMPANY’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEEED $100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless COMPANY, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service.
This Agreement shall be governed by and construed by the laws of the Province of Québec, Canada and the laws of Canada applicable to contracts between Quebec residents and to be performed in Québec. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Québec. This Agreement is the entire and exclusive agreement between COMPANY and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between COMPANY and you regarding the Service. You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of COMPANY which consent is within COMPANY’s sole discretion. No assignment or delegation by you shall relieve or release you from any of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. COMPANY shall be allowed to assign this Agreement to any third party without requiring your consent. Nothing in this Agreement shall constitute a partnership or joint venture between you and COMPANY. If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole. The Parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.
If you have any concern, question or complaint regarding this Agreement, please contact COMPANY at:
5605 Avenue de Gaspé
Montreal, QC H2T 2A4