Last updated: January 6, 2021

Please read this Software License Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloading or using any Hypatia software.

This Software License Agreement is a legal agreement between you and Hypatia Systems Inc. and its affiliates (“Hypatia”, “we”, or “us”) (each of you and Hypatia are referred to as a “Party” to the Agreement). This Agreement governs your use of the Hypatia software and any third-party software that may be distributed therewith (collectively the “Software”). Hypatia agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this Agreement. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this Agreement.

If you do not agree with any of the terms of this Agreement, do not click on the “I Agree” button, and do not download, install, or use the Software.

Your use of the Software is also subject to your agreements with us concerning your use of the hypatiasys.com website (the “Site”) and the services provided through that website. This Agreement hereby incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, including the Hypatia Terms of Service (the “Terms of Service”). Please also see the Hypatia Privacy Policy (the “Privacy Policy”) at https://hypatiasys.com/privacy-policy-2/. Capitalized terms not defined in this Agreement are defined in the Terms of Service.

Data Processing Agreement

Where customer information includes personal information and where you are considered a “Data Controller” and Hypatia is a “Data Processor” as defined under the General Data Protection Regulation EU Regulation 2016/679 (“GDPR”), the terms of the Hypatia Data Processing Agreement (“DPA”) (available here), including the European Commission approved Standard Contractual Clauses, as applicable, shall apply to the processing of such personal information and are incorporated by reference into the Terms.

Sensitive Personal Information

You agree not to collect, process, or store any Sensitive Personal Information using the Services or Software. You agree not to transmit, disclose, or make available Sensitive Personal Information to Adobe or Adobe’s third-party providers. “Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws.

Transfer of Personal Information

We process and store information in the United States. By using our Software and website, you agree that you authorize Hypatia to transfer your personal information across national borders and to other countries where Hypatia and its partners operate. For example, personal information collected from users in China will be exported outside of China.

License Grant

Subject to the terms and conditions of this Agreement, Hypatia hereby grants you a worldwide, non-transferable, royalty-free, non-exclusive license to: download and install the Software on your own premises, and permit your employees to use the Software, solely for your own personal, non-commercial purposes strictly in accordance with the terms of this Agreement. For the purposes of this Agreement, the right to “use” the Software shall include the right to utilize, run, access, store, copy, and display the Software internally in your non-production environment.

Restrictions

No right or license is granted or agreed to be granted to:

a)       disassemble, benchmark or decompile any Software furnished in object code form, and you agree not to engage in any such conduct or permit any third-party to engage in such conduct unless permitted by law;

b)      distribute, publish, or disclose the Software or to conduct or permit any third party to conduct any benchmarking or other testing under this Agreement;

c)       reverse engineer the Software provided in object code form, unless as a matter of law, and then only to the extent explicitly permitted. Hypatia shall have no obligation to support any such reverse engineering, any product or derivative of such reverse engineering, or any use of the Software with any modified versions of any of their components under this Agreement;

d)      redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software;

e)      transfer the Software under any circumstances;

f)        remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Hypatia Systems Product(s); or

g)       publish or make public any results of benchmark tests run on any Software to a third party without Hypatia’s prior written consent.

Title to and ownership of the Software shall at all times remain with Hypatia. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.

Modifications to Software

Hypatia reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to you.

Ownership of Content

You (as a Business or an individual, as applicable) retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.

“Content” means any text, information, or material, such as audio files, video files, electronic documents, or images, that you upload and import into, or create with the Software in connection with or through your use of the Software or our website. You must not upload any Content that is prohibited by any applicable law. We reserve the right to remove Content or restrict access to Content and Software if any of your Content is found to be in violation of this Agreement. We do not review all Content uploaded to our severs, but we may use available technologies, vendors, or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behaviour (for example, patterns of activity that indicate spam or phishing).

Feedback

You have no obligation to provide us with ideas, suggestions, proposals, or bug or crash reports (“Feedback”). If you submit Feedback to us however, then you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback. Further information can be found in Section 8 of our Terms of Service.

Support

Hypatia is under no obligation to:

a)       provide any technical support under the terms of this license; or

b)       continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to you or to any other party.

Hypatia provides no assurance that any specific errors or discrepancies in the Beta Licensed Software will be corrected.

Fees and Payment

You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us, if any exist. You are responsible for all related collection costs and expenses.

You authorize us to store your payment method and use it in connection with your use of the Software as described in your Subscription and Cancellation Terms, if any exist. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.

Term and Termination

This Agreement shall remain in effect until terminated by either Party.

Hypatia may, in its sole discretion, suspend or terminate this Agreement at any time for any reason or no reason with or without prior notice. Furthermore, if you fail to comply with any terms and conditions of this Agreement, then this Agreement and any rights afforded to you hereunder shall terminated automatically, without any notice or other action by Hypatia.

You may also terminate this agreement by deleting the Software and all copies thereof from your computer.

Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease all use of the Software and uninstall the Software. In the event of any expiration or termination of this Agreement, our Privacy Policy, this agreement’s disclaimers of Hypatia’s representations and warranties, Hypatia’s rights with respect to Feedback, and limitations of Hypatia’s liability shall survive.

Infringement Acknowledgement

You and Hypatia acknowledge and agree that, in the event of a third party claim that the Software or your possession or use of the Software infringes any third party’s intellectual property rights, you (and not Hypatia) will be responsible for the investigation, defense, settlement, and discharge of any such claim of intellectual property infringement. You will, however, promptly notify Hypatia in writing of such a claim.

Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND, IF ANY, DOCUMENTATION ARE LICENSED “AS IS”, AND HYPATIA DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW.

WITHOUT LIMITATION OF THE FOREGOING, HYPATIA EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE. FURTHERMORE, HYPATIA EXPRESSLY DOES NOT WARRANT THAT ANY ERRORS IN THE SOFTWARE OR THIRD-PARTY CONTENT AND SERVICES WILL BE CORRECTED. THE SOFTWARE IS BEING PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

ANY DOWNLOAD AND USE OF THIS SOFTWARE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO –WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.  SHOULD IT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO YOU TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THIS SOFTWARE.

Limitation of Liability

IN NO EVENT WILL HYPATIA OR ITS AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY PARTY FOR –WITHOUT LIMITATION –LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY DIRECT; INDIRECT; SPECIAL; INCIDENTAL; EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR OTHERWISE; WHETHER ARISING OUT OF THE USE, IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE AND ANY THIRD-PARTY CONTENT AND SERVICES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), WHETHER OR NOT HYPATIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HYPATIA’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF ZERO CANADIAN DOLLARS ($0.00). THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

Applicable Law

The Agreement shall be governed by and interpreted in accordance with the laws of Canada. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts of British Columbia.

Amendments to this Agreement

Hypatia reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. We may notify you by email, postal mail, or other legally accepted means.

Headings

Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent.

Severability

If any provision of the Agreement is held invalid or unenforceable for any reason, the remainder of the Agreement will continue in full force and effect.

No Waiver

Our failure to enforce or exercise any provision of this Agreement is not a waiver of that provision.

Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation (other than any  payment obligations you have to Hypatia) under this Agreement if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

Entire Agreement

This Agreement is a legal agreement and constitutes the complete and exclusive agreement between you and Hypatia with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.

Contact Information

If you have any questions about this Agreement, please contact us by email at licensing@hypatiasys.com or by post to:

Hypatia Systems Inc.

1764 Bowman Ave

Coquitlam, British Columbia V3J6C8

Canada