VO Terms and Conditions
1. Acceptance of Terms: The following TERMS and CONDITIONS Agreement (“Agreement”) constitutes a legal agreement between Smart City Water Inc. (the ‘LICENSOR’), a company registered in Ontario, Canada, and the organization (the ‘LICENSEE’) for the use of their software programs (the ‘Software’). By accessing or using the Software, the LICENSEE agrees to be bound by these terms and conditions. By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree to these Terms, you must not access or use our Offerings.
2. Your Account: The LICENSEE is responsible for anyone who obtains access to or uses the Software through the LICENSEE or the LICENSEE’s account (including the LICENSEE’s Authorized Users) and their compliance with these Terms as though each of them is the LICENSEE. The LICENSEE also agrees to secure and not share user IDs or passwords (except with authorized account administrators). If the LICENSEE suspects unauthorized use of their account, please contact solutions@smartcitywater.ca.
3. You Own Your Work: The LICENSEE will retain ownership rights to files, designs, models, data sets, documents, or similar material created by the LICENSEE (or the LICENSEE’s Authorized Users) and submitted or uploaded to the Software by the LICENSEE (or the LICENSEE’s Authorized Users).
4. Privacy: The LICENSOR is committed to protecting the LICENSEE’s privacy and letting the LICENSEE know what the LICENSOR will do with the LICENSEE’s personal data. The LICENSOR’s Privacy Policy sets forth how the LICENSEE’s personal data or data related to the LICENSEE will be collected, used, stored, and processed.
5. Offering Term: Each Software license subscription is for a fixed limited time period (the “Subscription Term”). The length of the Subscription Term will be defined in a quote provided and in any applicable correspondence. Certain Software subscriptions may renew automatically. If the LICENSEE would like to cancel any automatic renewal, please contact solutions@smartcitywater.ca.
6. License Grant/Subscriptions: The LICENSOR grants the LICENSEE a non-exclusive, non-transferable license to use the Software in accordance with the terms and conditions outlined in this Agreement and the Service License Agreement and EULA. The software and the related documentation are licensed to the LICENSEE by the LICENSOR. The LICENSEE will own the media on which the Software is stored and provided to the LICENSEE herewith, but the LICENSOR retains all rights, including the copyright for the Software and the related documentation.
7. Scope of Use: The LICENSEE is authorized to use the Software solely for internal business purposes. The LICENSEE shall not sublicense, sell, or distribute the Software or any part of it without prior written consent from the LICENSOR. Depending on the license type purchased, the LICENSEE may install and maintain the Software on either a single computer for use by one person at a time or a network server for use on an internal network, provided that the number of users concurrently using or sharing the Software does not exceed the number of valid user licenses of the Software the LICENSEE has purchased from the LICENSOR. The LICENSEE may not assign or otherwise transfer any rights under this License to any third party.
8. Restrictions: The Software contains copyrighted material, trade secrets, and other proprietary material. Accordingly, the LICENSEE must not translate, decompile, reverse engineer, disassemble, modify, enhance, update, or create derivative works based upon or incorporating the Software in whole or in part unless authorized in writing by the LICENSOR. OTHER THAN AS EXPRESSLY PERMITTED HEREIN, THE LICENSEE MUST NOT USE OR COPY THE SOFTWARE OR RELATED DOCUMENTATION. THE LICENSEE MUST NOT NETWORK, RENT, LEASE, LOAN, OR DISTRIBUTE, THE SOFTWARE, IN WHOLE OR IN PART. THE LICENSEE MUST NOT ATTEMPT TO GAIN ACCESS TO THE SOURCE CODE OF THE SOFTWARE. Any attempt to do so will constitute a material breach of this Agreement and shall result in the immediate termination of the LICENSEE’s access to the Software without refund. The LICENSEE shall also be liable for all damages incurred as a result of such actions. The LICENSOR may also pursue any other remedies available at law or in equity. These outlined restrictions will remain in effect beyond the term of the Agreement.
9. Ownership: The LICENSOR retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant the LICENSEE any rights to patents, copyrights, trademarks, or trade secrets related to the Software.
10. Support and Maintenance: The LICENSOR shall provide reasonable support and maintenance services for the Software during the term of this Agreement. Intermittent software updates and bug fixes will be released at the discretion of the LICENSOR.
11. Fees: The LICENSEE shall pay the applicable fees for the use of the Software as specified in the quote provided by the LICENSOR. Failure to pay the fees may result in the suspension or termination of the LICENSEE’s access to the Software. The LICENSOR reserves the right to revise the Software prices and terms (including renewal fees). The LICENSEE must pay the purchase fee and annual renewal fees in full prior to license access and/or receiving the license period extension. Late renewals will be subject to additional late fees or the removal of discounts previously provided.
12. Annual Subscription Renewal: Before the annual license period expiry date, the LICENSEE agrees to pay an annual renewal fee for continued use of the license subscription (including Software maintenance and support) in the amount of the LICENSOR’s price. This license subscription renewal charge is to be paid annually and is subject to change at the LICENSOR’s discretion. The LICENSEE must inform the LICENSOR directly if they wish to cancel their subscription 30 Days before the license renewal date. If the LICENSEE fails to renew prior to the license period expiration date and later elects to renew the subscription, the LICENSOR reserves the right to charge the LICENSEE its fees for the period(s) of the lapsed time. If renewals are not paid by the license period expiry date, SCW reserves the right to restrict access to the VO software. After 2 weeks of non-payment past the license period date, SCW reserves the right to increase the subscription renewal from a 50% discount to a 40% discount. After one month of non-payment, SCW reserves the right to cancel the subscription. License subscriptions are automatically renewed annually.
13. Software Performance: The LICENSOR shall use commercially reasonable efforts to ensure that the Software is available for use by the LICENSEE, excluding scheduled downtime for maintenance or upgrades. Scheduled downtime shall be communicated to the LICENSEE in advance whenever possible. The LICENSEE acknowledges that the Software may be unavailable from time to time due to circumstances beyond the LICENSOR’s control.
14. Access to Software and Cloud Services: Subject to compliance with these Terms, the LICENSOR will, during the Offering Term, make Offerings available to the LICENSEE through the LICENSEE’s account or other electronic means. The LICENSOR will not be liable for any losses or other liability incurred by the LICENSEE or others due to sending the LICENSEE’s account information to an incorrect address. The LICENSEE may be required to log into their account or provide the LICENSOR additional information to activate access or use an Offering. Some Offerings may cause the LICENSEE’s computers or other devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate the proper use of the LICENSEE’s subscription, provide the LICENSEE with access to services (including third-party services), or download and install Updates or Upgrades, all without further notice to the LICENSEE. The LICENSEE and the LICENSEE’s Authorized Users agree to such connection and to validation of the LICENSEE’s subscription and to the automatic downloading and installation of Updates and Upgrades. The LICENSEE may not be able to adjust their Update or Upgrade settings for certain Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering. During the Offering Term, the LICENSOR may make available or deliver Updates or Upgrades to the Software. The LICENSEE will promptly install any mandatory Updates.
15. Disclaimer of Warranty: The LICENSEE expressly acknowledges and agrees that use of the Software is at the LICENSEE’s sole risk. Although the Software has been thoroughly tested, it is not and cannot be warranted as infallible, and there remains the possibility of program errors. The Software is complex, requiring professional engineering expertise and judgment to input information and interpret the generated information. Therefore, the LICENSOR makes no warranty, either implicit or explicit, regarding the correct performance or accuracy of the Software.
16. Term and Termination: This Agreement shall remain in effect until terminated by either party. The LICENSOR reserves the right to terminate this Agreement immediately if the LICENSEE breaches any of the terms outlined herein.
17. Limitation of Liability: The LICENSOR shall not be liable for any indirect, incidental, special, or consequential damages arising out of the use of the Software. Under no circumstances, including negligence, shall the LICENSOR be liable to the LICENSEE for any incidental, special, or consequential damages.
18. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. Any disputes arising from this Agreement shall be settled in the courts of Ontario.
19. Miscellaneous:
• Entire Agreement: This Agreement, along with the Service License Agreement and the EULA, constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
• Amendments and Modifications: Any amendments or modifications to this Agreement are at the discretion of the LICENSOR.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control.
20. Acceptance: By accepting this Agreement, the LICENSEE agrees to be bound by its terms and conditions.
