magicplan License Agreement
PLEASE READ THE FOLLOWING LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING THE SENSOPIA SOFTWARE. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SENSOPIA.
Sensopia and You acknowledge that this Agreement is concluded between Sensopia and You only, and that Apple is not a party to this Agreement.
1. Acceptance and Definitions
In order for You to use the Sensopia Software, You must first agree to this license Agreement. If You do not or cannot agree to this license Agreement, You are not permitted to use the Sensopia Software. Do not download or use the Sensopia Software in that case.
You accept and agree to the terms of this license Agreement on Your own behalf and/or on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government as its authorized legal representative, by accessing, using or downloading the Sensopia Software.
When capitalized in this Agreement,
- “Agreement” means this software license agreement.
- “Apple” means Apple Inc., a California corporation with its principal place of business at One Infinite Loop, Cupertino, California 95014, U.S.A.
- “Documentation” means all operating instructions and user, installation, set-up, configuration, training, and support manuals provided from time to time to You, whether prepared by Sensopia and/or its suppliers and/or its licensors or otherwise, in any form or medium whatsoever, as corrected, fixed, repaired, improved, modified, refined, upgraded, updated, or enhanced from time to time.
- “Device” means the iPhone, iPad or iPod hardware device or any other electronic device that runs the Android operating system on which the Sensopia Software is installed.
- “Intellectual Property Rights” means all right, title and interest, including without limitation all copyright, patent, trade secret, trademarks, service marks, database rights, trade names, design rights and other intellectual property and proprietary rights, whether or not registered, and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.
- “Device OS Product” means an Apple-branded product that runs the iOS operating system software developed by Apple or any other electronic device that runs the Android operating system.
- “Sensopia” means Technologies Sensopia INC., a Canadian corporation having its principal office at suite #1003, 465 Rue Saint Jean, suite 1003, Montréal, Qc, H2Y 2R6, Canada.
- “Sensopia Cloud” means the software modules, applications, and databases stored and operated on a server by Sensopia in support of magicplan.
- “Sensopia Data” means data generated by the Sensopia Software including without limitations as the case maybe photos, dimensions, room information, room aggregation information, room and floor plans.
- “Sensopia Software” means magicplan, MagicMeasure or Stanley Floor Plan applications and other software product developed by Sensopia including the Documentation.
- “Trademarks” means Sensopia, Sensopia’s logo and any other trademarks, logos or service marks published at sensopia.com.
- “You” and “Your” means and refers to the person(s) or legal entity using the Sensopia Software or otherwise exercising rights under this Agreement. If You are entering into this Agreement on behalf of Your company (including Affiliates), organization, educational institution, or an agency, instrumentality, or department of the federal government, “You” or “Your” refers to such entity or organization as well.
- “Updates” means all modifications to the Sensopia Software including, but not limited to, bug fixes, patches, upgrades, new versions and updates to the relevant documentation and made available by Sensopia.
2. License Grants
Subject to the terms and conditions of this Agreement, Sensopia hereby grants to You a limited, personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, license to:
- install and use one (1) copy of the Sensopia Software on a Device OS Product that You own or control ;
- utilize the Sensopia Data for a non-commercial purpose unless otherwise authorized in accordance with section 6 ;
- access the magicplan Cloud ;
- use the Documentation only and solely as a reference for understanding the functionality of the Sensopia Software.
3. License Restrictions and Obligations
Except as permitted under this Agreement, You shall not, nor shall You assist or permit another to:
- use, reproduce, modify, create derivative works of, compile, or distribute the Sensopia Software (or any derivative works thereof);
- transfer, assign, rent, resell, sub-license, host on a website or sever, adapt, translate or convert to another programming language the Sensopia Software (or any derivative works thereof);
- reverse engineer, decompile, recompile, or disassemble, or otherwise attempt to discover or derive any portion of the Sensopia Software or otherwise seek to discover, develop or modify the Sensopia Software;
- remove, alter, modify or bypass any authorization codes required to activate the Sensopia Software;
- develop separate software applications of any kind derived from the Sensopia Software or any part or component thereof;
- remove, alter, modify any trademark or watermark on the Sensopia Data;
- rent, sell, or use for a commercial purpose, the Sensopia Data unless otherwise authorized in accordance with section 6;
- transfer or export the Sensopia Data outside of Your Device without using the functionalities explicitly offered by the Sensopia Software for such transfer or export. Without limitation, capturing or taking a picture of Your Device screen displaying the Sensopia Data or the Sensopia Software is strictly forbidden and constitutes a material breach to this Agreement;
- use any trademarks, logos or service marks belonging to Sensopia. If You make reference to any Sensopia products or technology or use Sensopia’s trademarks, You agree to comply with the published guidelines at sensopia.com, as modified by Sensopia from time to time.
4. No Updates, No Support or Maintenance
Sensopia shall not be obligated to provide You with any Updates to the Sensopia Software. If Updates are made available, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. Sensopia is not obligated to provide any maintenance, technical or other support for the Sensopia Software. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Sensopia Software.
5. Your Obligations
You represent to Sensopia and agree that:
- You have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement;
- You will comply with the terms of and fulfill Your obligations under this Agreement;
- You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with the Sensopia Software including without limitation any cost You incur to access the Sensopia Software from Your Device;
- You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under this Agreement;
- You will only use the Sensopia Software for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;
- You will not use the Sensopia Software for any unlawful or illegal activity;
- To the best of Your knowledge and belief, Your use of Sensopia Software do not and will not violate, misappropriate, or infringe any third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other Intellectual Property Rights;
- You will not, directly or indirectly, commit any act intended to interfere with the Sensopia Software, the intent of this Agreement, or Sensopia’s business;
- You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and You are not listed on any U.S. Government list of prohibited or restricted parties.
Sensopia Data can be transferred or exported in order to be accessed outside of Your Device.
Those exports as well as other services or other features of the Sensopia Software can be purchased on Sensopia website at sensopia.com or via authorized partners of Sensopia. Prices, specific payment terms and terms of service will be made available to you at the time of purchase. Those services will be governed by additional terms.
When You confirm a transaction, You agree to be bound by and pay for that transaction. All sales are final. Your total price may include taxes and fees, which You are responsible for paying.
Once you have completed a transaction you may utilize the Sensopia Data for commercial and public purposes.
If You order something that becomes unavailable before it can be provided to You, Your only remedy is to receive a refund of Your purchase price.
Sensopia may change its fees at any time.
7. Consent to Use of Data, Advertising
Sensopia reserves the right to deliver advertising to You in conjunction with Your use of the Sensopia Software and utilize the processor bandwidth and storage on Your Device for this purpose. Advertising may be contextual and may be sent to You based on Your location or use of Sensopia Software.
8. Intellectual Property Rights and Ownership
You acknowledge that the Sensopia Software and Trademarks are proprietary to Sensopia and/or its licensors, and that Sensopia and/or its licensors own all right, title and interest in and to the Intellectual Property Rights therein. Except for the licenses expressly granted herein, You acquire no right, title or interest in or to the Sensopia Software, improvements on or derivative works thereof, and Sensopia reserves all rights not expressly granted.
You agree not remove, deface or obscure any copyright notice, trademark notice or legends or proprietary legends in or on the Sensopia Software.
You may provide to Sensopia reasonable suggestions, comments and other feedback with respect to the Sensopia Software and/or Documentation (“Feedback”). You grant Sensopia, under all of Your Intellectual Property Rights, the following worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up rights: (1) to make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Sensopia product, technology, service, specification or documentation; (2) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.
You agree to cooperate with Sensopia to maintain Sensopia’s ownership of the Sensopia Software. You shall promptly notify Sensopia of any actual or suspected unauthorized use of Sensopia’s Intellectual Property Rights and, to the extent that You become aware of any claims relating to the Sensopia Software, You agree to use reasonable efforts to promptly provide notice of any such claims to Sensopia.
You acknowledge that You have no right of action against Sensopia in respect of any claim that the possession, use, development, modification or maintenance of the Sensopia Software infringes any of Your Intellectual Property Rights.
9. Product Claims
Apple shall not be responsible for addressing any claims by You or any third party relating to Your possession and/or use of the Sensopia Software, including, but not limited to: (a) product liability claims; (b) any claim that the Sensopia Software fails to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer protection or similar legislation and; (d) claims that the Sensopia Software or Your possession and use of that Sensopia Software infringes third party’s Intellectual Property Rights.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SENSOPIA SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SENSOPIA SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SENSOPIA AND ITS LICENSORS MAKE AND YOU RECEIVE NO EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SENSOPIA SERVICE AND ITS FEATURES OR ANY COMMUNICATION CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, SENSOPIA AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, DAMAGE OR LOSS OF DATA, SATISFACTORY QUALITY AND NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SENSOPIA AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE SENSOPIA SERVICE WILL BE SAFE, SECURE, UNINTERRUPTED OR ERROR FREE.
10. Disclaimer of Warranty
The Sensopia Software may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SENSOPIA SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SENSOPIA SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SENSOPIA AND ITS LICENSORS MAKE AND YOU RECEIVE NO EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SENSOPIA SOFTWARE AND ITS FUNCTIONALITIES IN THE DOCUMENTATION OR ANY COMMUNICATION CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, SENSOPIA AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SENSOPIA AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE SENSOPIA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
11. Limitation of Liability
In the event of any failure of the Sensopia Software to conform to any applicable warranty, You may notify Apple or Google, and Apple or Google will refund the purchase price for the Sensopia Software to You. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE SENSOPIA SOFTWARE.
IN NO EVENT SHALL SENSOPIA OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF SENSOPIA OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SENSOPIA SOFTWARE, DOCUMENTATION, OR THIS AGREEMENT EXCEED ONE CANADIAN DOLLAR (1.00 CAD). THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF SENSOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
SENSOPIA SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SENSOPIA SOFTWARE. YOU ARE SOLELY REPONSIBLE FOR SAFEGUARDING THE SENSOPIA SOFTWARE.
SOME JURIDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE LIABILITY OF SENSOPIA WOULD IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12. Indemnification By You
You shall indemnify, defend and hold harmless Sensopia, its directors, officers, employees, independent contractors and agents from any and all third party claims, damages, losses, liabilities, costs and expenses including, without limitation, attorneys fees and court costs (collectively, “Losses“) arising out of or in connection with (a) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement and (b) Your use of the Sensopia Software
13. Effective Date and Termination
This Agreement shall be effective as of Your download of the Sensopia Software.
Your rights under this Agreement will terminate immediately and automatically, without any notice to You, upon (a) Your failure to comply with any of the terms and conditions of this Agreement; (b) the termination by Apple, for any reason, of Your agreement or Sensopia’s agreement with Apple regarding the iTunes Store Service (c) (b) the termination by Google, for any reason, of Your agreement or Sensopia’s agreement with Google regarding the GooglePlay Store Service or (d) Your disposal of the Sensopia Software.
Promptly upon termination, You shall cease to use the Sensopia Software and Trademarks and destroy all electronic and physical copies of the Sensopia Software in Your possession or control. Termination of this Agreement will not limit any of Sensopia’s rights or remedies at law or in equity. Termination shall not entitle You to any refund.
Sections 3, 5, 7, 8, 9, 10, 11, 12, 14 and 15 will survive expiration or termination of this Agreement for any reason.
All notices to Sensopia, permitted or required under this Agreement, shall in writing and sent to: Sensopia INC., suite #1003, 465 Rue Saint Jean, suite 1003, Montréal, Qc, H2Y 2R6, Canada, With a copy emailed to email@example.com
Notices shall be delivered as follows with notice deemed given as indicated: (a) by overnight courier upon written verification of receipt; or (b) by certified or registered mail, return receipt requested, five (5) days after deposit in the mail. Address used shall be the one first set forth above or such other address in accordance with the legal guidelines located at sensopia.com. All notices to Sensopia will be addressed to the attention of the Legal Department.
This Agreement constitutes the entire agreement between the parties and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Sensopia Software.
Sensopia reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Sensopia Software. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately upon release on sensopia.com and incorporated into this Agreement. Your continued use of the Sensopia Software will be deemed to constitute Your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
This Agreement will be construed, governed and interpreted in accordance with the laws, but not the rules relating to the choice of law, of Québec. Your use of the Sensopia Software may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Sensopia or relating in any way to Your use of the Sensopia Software resides in the courts of the State of Québec. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. No action, regardless of form, arising out of or relating to this Agreement may be brought by You more than two (2) years after the cause of action has occurred. You may not assign this Agreement or any rights hereunder without the prior consent of Sensopia and any purported assignment by You shall be void. Sensopia may freely assign this Agreement in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise without Your prior consent.
Sensopia’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement.
If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the other provisions will remain in full force and effect. Sensopia will not be responsible for failures to fulfil any obligations due to causes beyond its control.
You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof.
The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language.
Last updated: May 25, 2018
- 1. Acceptance and Definitions
- 2. License Grants
- 3. License Restrictions and Obligations
- 4. No Updates, No Support or Maintenance
- 5. Your Obligations
- 6. Purchases
- 7. Consent to Use of Data, Advertising
- 8. Intellectual Property Rights and Ownership
- 9. Product Claims
- 10. Disclaimer of Warranty
- 11. Limitation of Liability
- 12. Indemnification By You
- 13. Effective Date and Termination
- 14. Notices
- 15. General