MODERN DATA VISUALIZER

End User License Agreement

Please read this end user license agreement (“Agreement”) carefully. The present Agreement defines the terms and conditions under which SOLUTIONS Sword Corporation inc. (“Sword Corporation inc.”) will deliver, maintain and support the Modern Data Visualizer Software (“Software”). By installing or using the Software, you agree to be bound by the terms and conditions of the present Agreement.

The present Agreement is between Sword Corporation inc. and the natural person or entity who accesses, installs, tries and/or uses the Software defined herein (the “Customer”). Sword Corporation inc. is willing to grant the Customer the right to use or try the Software only if the Customer accepts all terms and conditions of the present Agreement, and pays or has paid Sword Corporation inc., its resellers or agents, all applicable fees.

By clicking the “accept” button displayed in conjunction with the present Agreement during the installation process of the Software, and/or by installing, copying or accessing the Software and/or by registering for a free trial of the Software, the Customer acknowledges that he has read the present Agreement, understands its terms and conditions, and agrees to be bound by it. If the Customer does not agree to all terms and conditions in the present Agreement, no license to the Software shall have been granted and the Customer should not access or otherwise utilize the Software.

1. GRANT OF LICENSE

  1. If the Software is a Trial Version, this Section 1.1, and not Section 1.2, shall apply. Subject to the provisions of the present Agreement, Sword Corporation inc. hereby grants to the Customer a limited, revocable, non-perpetual, non-exclusive, non-transferable object code license to review, test, and evaluate the Software for the duration specified on Sword Corporation inc.’s website when the Software is installed (the “Trial License”).

  2. If the Software is not a Trial Version, this Section 1.2, and not Section 1.1, shall apply. Subject to the provisions of the present Agreement as well as the payment of all applicable fees for the term of such License, Sword Corporation inc. hereby grants to the Customer a revocable, non-perpetual, non-exclusive, non-transferable object code license to use the Software for the period purchased by the Customer (the “License”).  

  3. All rights not specifically granted to the Customer by the present Agreement are reserved to Sword Corporation inc..

2. TECHNICAL SERVICES

During the term of the License, the Customer can address any technical issues relating to the use of the Software to the website accessible at https://github.com/aequos-solutions/modern-data-visualizer/issues. Sword Corporation inc. will review the issue and provide technical support to the Customer when deemed appropriate at the sole discretion of Sword Corporation inc.. Without limiting the generality of the foregoing, any requests by the Customer for additional features or functionality that fall outside of Sword Corporation inc.’s ongoing updates and/or enhancements of the Software are excluded from technical support services.

  1. Obligations of the Customer

    1. Back-Ups: The Customer acknowledges that it is solely responsible for ensuring that adequate back-ups of its data are made and stored.

    2. System Requirements: The Customer agrees that it will upgrade its hardware, computer operating system, Office 365 environment, including SharePoint Online and modern pages, and software to meet the minimal system specifications required for installation and proper operation of the Software. The Parties agree that Sword Corporation inc. is bound by no obligation to ensure that the Software is compatible with other browsers than those supported by the Software (Chrome, Firefox, Brave, Edge, Edge Chromium) or with other components than those specified on its website (https://aequos-solutions.github.io/modern-data-visualizer/)  .

  2. Technical Support Services Limitations

    1. Sword Corporation inc. may refuse to provide technical support related to (i) Customer Data; (ii) unauthorized modified portions of the Software, (iii) portions of the Software affected by unauthorized modified portions of the Software. The Customer agrees that the hardware on which the Software operates will be operating properly and must have been and continue to be properly maintained by the manufacturer of the hardware or a properly qualified service organization.

    2. Corrections for difficulties or defects traceable to the Customer’s errors or unauthorized changes, the Customer’s hardware, or conflicts with other software not identified by Sword Corporation inc. as compatible are excluded from the technical support services.

    3. The Customer is responsible for properly testing and applying routine virus updates and security patches without the need for additional notice by Sword Corporation inc..

3. TERM AND TERMINATION

  1. The present Agreement and the License commence as of the date of first use of the Software by the Customer and remain in force until the expiration of the License period purchased by the Customer.

  2. The Customer may at any time terminate this Agreement and the License by sending a written notice to Sword Corporation inc., provided that such termination will not entitle the Customer to any refund nor reduction in fees.

  3. If the Customer materially breaches any provision of the present Agreement, Sword Corporation inc. may terminate the present Agreement, provided, however, that (i) Sword Corporation inc. has given to the Customer a prior written notice of the breach within a period of at least thirty (30) days to cure it and (ii) the Customer has not cured the breach during such period. Termination for breach shall not alter or affect Sword Corporation inc.’s right to exercise any other remedies for breach. Such termination will not entitle the Customer to any refund nor reduction in fees.

  4. Upon termination of the Agreement and the License, the Customer will automatically lose access to the Software. 

4. FEES

  1. The Customer shall pay the fees associated with the purchased License.

  2. There shall be added to the applicable fees provided for in the present Agreement amounts equal to any taxes, whether federal, state, provincial or local, however designated, that may be validly levied or based upon the present Agreement or upon the Software, License or support services furnished hereunder. The Customer shall have the right to have Sword Corporation inc. contest with the imposing jurisdiction, at the Customer’s expense, any such taxes that the Customer deems are improperly levied.

5. CUSTOMER DATA AND PRIVACY

  1. Use of Customer Data. Unless it receives the Customer’s prior written consent, Sword Corporation inc.: (a) shall not access, process or otherwise use customer data other than as necessary to facilitate use of the Software by such Customer; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Sword Corporation inc.’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Sword Corporation inc. may disclose Customer Data as required by applicable law or by proper legal or governmental authority.

  2. Data Accuracy. Sword Corporation inc. shall have no responsibility or liability for the accuracy of data uploaded or processed by the Customer when using the Software.

  3. Utilization Data. The Customer acknowledges and agrees that to the extent permitted by law, the telemetric information related to how Users access and use the Software (including, but not limited to, stack trace data and reports related thereto) does not constitute Customer Data, and that the aggregated data derived from such information is owned by Sword Corporation inc..

6. RESPONSIBILITIES AND RESTRICTIONS OF THE CUSTOMER

 

  1. ​​​Unacceptable Use. The Customer shall not: (a) use the Software for any other use than for personal use; (b) provide the Software serial codes, password or other product key information to any third party; (c) share non-public features or content of the Software with any third party; (d) distribute or resell features or content of the Software; (e) allow any third party to use the Software on behalf of or for the benefit of any third party; or (f) use the Software for any purpose that Sword Corporation inc. considers is a breach of this Agreement; (g) sublicense, assign or otherwise transfer this Agreement, the Software or any rights or obligations hereunder without prior written consent from Sword Corporation inc.. In the event that it suspects any breach of the requirements of this Section 6.1, including without limitation by Users, Sword Corporation inc. may suspend the Customer’s License to the Software without advanced notice, in addition to such other remedies as Sword Corporation inc. may have. The present Agreement does not require that Sword Corporation inc. take any action against the Customer or any User or other third party for violating this Section 6.1 or the present Agreement, but Sword Corporation inc. is free to take any such action it sees fit.

  2. Unauthorized Access. The Customer shall take reasonable measures to prevent unauthorized access to the Software, including without limitation by protecting its passwords and other log-in information.

  3. Unauthorized Use or Distribution. Except in accordance with Sword Corporation inc., the Customer shall not copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Software or Confidential Information, nor authorize or attempt to do any of the foregoing, without the prior written consent of Sword Corporation inc.. Any tangible embodiments of the Software or Confidential Information that may be generated by the Customer, either pursuant to or in violation of the present Agreement, will be deemed to be the sole property of Sword Corporation inc.. 

  4. Compliance with Laws. In its use of the Software, the Customer shall comply with all applicable laws.

  5. Users & the Software Access. The Customer is responsible and liable for: (a) any User’s use of the Software, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of the present Agreement applicable to the Customer; and (b) any use of the Software through the Customer’s account, whether authorized or unauthorized.

7. INDEMNIFICATION BY THE CUSTOMER

The Customer must defend and hold Sword Corporation inc. harmless against any claim brought by a third party against Sword Corporation inc. arising from or related to use of the Software by the Customer or its Users in breach of this Agreement; provided (a) Sword Corporation inc. shall promptly notify the Customer of the threat or notice of such claim; (b) the Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, the Customer shall not settle or compromise any claim that results in liability or admission of any liability by Sword Corporation inc. without Sword Corporation inc.’s prior written consent); and (c) Sword Corporation inc. fully cooperates with the Customer in connection therewith. If the Customer is a governmental or public entity, this Section 7 will not apply to the Customer only to the extent the Customer’s jurisdiction’s laws prohibit the Customer from accepting the requirements in this section.

8. INTELLECTUAL PROPERTY

Sword Corporation inc. warrants that it is the owner of the Software. All the intellectual property rights, titles and interests and distribution rights related to the Software remain exclusively with Sword Corporation inc..

9. WARRANTY DISCLAIMERS

  1. The Software is provided “as is”. The Software is subject to change without notice. Sword Corporation inc. does not warrant that use of the Software will be uninterrupted or error-free. The Customer accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry. Sword Corporation inc. makes no representations an no warranties of any kind, express or implied, including, but not limited to, any representations or warranties of performance, merchantability or fitness for any particular purpose, with respect to the software. Sword Corporation inc. assumes no liability for any system on which the Software is installed or for any content manipulated by the Software.

  2. Any disclosure of such Confidential Information shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its Representatives.

10. LIMITATION OF LIABILITY

Neither Party will be liable to the other for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, failure to realize expected savings, or other intangible losses (even if such Party has been advised of the possibility of such damages), however caused, under any theory of liability, arising from the performance of, or relating to, the present Agreement. In no event shall Sword Corporation inc. have any liability to the Customer in excess of the amount paid by the Customer to Sword Corporation inc. under this Agreement.

11. RELATION OF PARTIES

Nothing in the present Agreement will create or imply an agency relationship between Sword Corporation inc. and the Customer, nor will the present Agreement be deemed to constitute a joint venture or partnership between the Parties.

12. GENERAL

  1. Governing Law. The present Agreement is governed, construed, and enforced in accordance with the laws of the province of Quebec and the laws of Canada applicable therein, without regard to conflict of law principles.

  2. Jurisdiction and Venue. The Parties agree that any litigation in any way relating to the present Agreement shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec.

  3. Force Majeure. Sword Corporation inc. will be free of liability to the Customer where Sword Corporation inc. is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, pandemic and war or any other unforeseen and uncontrollable event where Sword Corporation inc. has taken any and all appropriate action to mitigate such an event.

  4. Waiver. No waiver by either Party of any default in performance on the part of the other Party will constitute a waiver of any subsequent breach or default by the defaulting Party.

  5. Notices. Sword Corporation inc. may send notices pursuant to the present Agreement to the Customer’s email contact points provided by the Customer, and such notices will be deemed received 72 hours after they are sent. The Customer may send notices pursuant to the present Agreement to Sword Corporation inc. at mdv@sword-group.com.

  6. Assignment. This Agreement may not be assigned, sub-licensed or otherwise transferred by the Customer without the prior written consent of Sword Corporation inc.. Sword Corporation inc. may assign this Agreement without notice to, or consent from the Customer, including in connection with a merger, change of control, acquisition or sale of all or substantially all of its assets, or a corporate reorganization.

  7. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the present Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of the present Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the present Agreement will continue in full force and effect.

  8. Entire Agreement. This Agreement constitutes the final, complete, and exclusive understanding and agreement between Sword Corporation inc. and relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and communications, and/or advertising with respect to such subject matter. This Agreement cannot be amended, modified, or waived, unless done so in writing and signed by an authorized Sword Corporation inc. representative. In the event of any conflict between the present Agreement and any Sword Corporation inc. policy or documentation posted online, the terms of the present Agreement will govern.

  9. Technology Export. The Customer shall not permit any third party to access or use the Software in violation of any Canadian law or regulation. Without limiting the generality of the foregoing, the Customer shall not permit any third party to access or use the Software in or export such software to, a country subject to an embargo by Canada or the United States.