PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING ANY SOFTWARE OR SERVICE PROVIDED BY INSIGNARY INC. (“INSIGNARY”) INCLUDING WITHOUT LIMITATION INSIGNARY CLARITY, SOFTWARE IN INSIGNARY CLARITY AND CLOUD SERVICE BY INSIGNARY (THE “SOFTWARE”). BY USING OR INSTALLING INSIGNARY SOFTWARE, YOU EXPRESSLY GIVE YOUR CONSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE THE INSIGNARY SOFTWARE. THIS AGREEMENT DOES NOT PROVIDE YOU WITH ANY RIGHTS TO INSIGNARY SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REFER TO YOUR SERVICE OR SUBSCRIPTION AGREEMENT THAT YOU MAY HAVE ENTERED INTO WITH INSIGNARY OR OTHER AUTHORIZED INSIGNARY SERVICE PROVIDERS REGARDING INSIGNARY SERVICES AND RELEVANT TERMS. AN INDIVIDUAL USING INSIGNARY SOFTWARE ON BEHALF OF OR FOR AN ENTITY OR OTHERWISE ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.

As used in this Agreement, “you” and “your” refer to the individual or entity that accesses or uses the Insignary Software.

This Agreement governs the use of any of the versions of  the Software, which includes any related updates, source code, appearance, structure and organization thereof, regardless of the delivery mechanism or medium.

1. License Grant

Insignary grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software in accordance with the terms of this Agreement. The license is effective upon installation or access and remains valid for the period specified in your purchase or subscription agreement (a “Subscription Agreement”), or where no such agreement exists, for so long as this Agreement remains in effect.

You may not lease, rent, sell, sublicense, or otherwise transfer or distribute the Software to any third party without prior written consent from Insignary.

2. Ownership and Intellectual Property Rights

All title, ownership rights, and intellectual property rights in and to the Software including without limitation any copies, improvements, modifications or other updates thereof remain with Insignary and its licensors. This Agreement does not convey to you any rights of ownership in the Software, but only a limited right of use in accordance with the terms herein.

As between you and Insignary, you retain all right, title, and interest (including all intellectual property rights) in and to any data, code, content, materials, or other information that you input into, upload to, or otherwise process through the Software in order to use the Software’s functionalities (“User Data”). Nothing in this Agreement shall be construed as transferring or assigning any ownership rights in User Data to Insignary.

You grant Insignary a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to access, use, and process User Data solely to the extent necessary to provide the functionality of the Software to you in accordance with this Agreement.

If you provide Insignary with any suggestions, ideas, enhancement requests, recommendations, feedback, or other input relating to the Software or Insignary’s services, that is not User Data (collectively, “Feedback”), you hereby grant to Insignary a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit such Feedback in any manner and for any purpose, without restriction, attribution, or compensation to you. You further irrevocably waive, and agree not to assert, any and all moral rights (including rights of integrity, attribution, and rights to object to derogatory treatment) that you may have in or to any Feedback, to the fullest extent permitted by applicable law. You acknowledge and agree that Insignary is not obligated to implement or incorporate any Feedback into the Software or any other product or service.

3. Confidentiality

As used in this Agreement, “Confidential Information” means all non-public information disclosed by or on behalf of Insignary to you, whether in written, oral, electronic, or other form in connection with this Agreement. 

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault or breach by you; (b) was rightfully in your possession prior to disclosure by Insignary, as evidenced by contemporaneous written records; (c) is independently developed by you without reference to or use of any Confidential Information; or (d) is rightfully obtained by you from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

You shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of Insignary; (c) use Confidential Information solely for the purposes of exercising your rights and performing your obligations under this Agreement; and (d) protect Confidential Information using at least the same degree of care you use to protect your own confidential information of a similar nature, but in no event less than a reasonable degree of care. 

Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that you: (a) promptly notify Insignary in writing of such requirement prior to disclosure (to the extent legally permitted); (b) cooperate with Insignary, at Insignary’s expense, in seeking a protective order or other appropriate remedy; and (c) disclose only the minimum amount of Confidential Information necessary to comply with such requirement.

Upon termination or expiration of this Agreement, or upon Insignary’s written request, you shall promptly return or destroy all Confidential Information in your possession or control and, upon request, certify such return or destruction in writing. 

4. Fees and Payment

In consideration of the license granted hereunder, you shall pay to Insignary the fees applicable to your use of the Software as set forth on the website on which the Software is made available, as may be updated by Insignary from time to time. Unless otherwise specified in a Subscription Agreement, all fees are due in advance of the applicable subscription or usage period, are non-refundable, and shall be paid in the currency indicated on such website. Insignary reserves the right to modify its fees upon reasonable prior notice, provided that any fee increase shall not apply to a subscription period for which payment has already been made.

5. Privacy Policy

Our Privacy Policy applies to your use of the Software. By using and accessing the Software, you hereby consent to the collection of your personal information as specified in the Privacy Policy.

6. Acceptable Use and Prohibited Conduct

You shall use the Software solely for lawful purposes and in accordance with this Agreement. Without limiting the generality of the foregoing, you shall not, and shall not permit any third party to:

• modify, adapt, translate, reverse engineer, decompile, or disassemble the Software;
• use the Software to process, store, or transmit any data, content, or material that is unlawful, infringing, defamatory, obscene, or otherwise objectionable, or that violates any applicable law, regulation, or third-party right;
• introduce into the Software any virus, worm, Trojan horse, ransomware, or other malicious code, or otherwise attempt to compromise the security, integrity, or availability of the Software or any systems or networks connected thereto;
• attempt to gain unauthorized access to the Software, any related systems or networks, or any accounts of other users, whether by hacking, password mining, or any other means;
• interfere with, disrupt, or impose an unreasonable or disproportionately large load on the Software or the infrastructure used to provide the Software, including through denial-of-service attacks, automated scripts, or similar means;
• use the Software in any manner that circumvents or is intended to circumvent any usage limits, access controls, or other technical or contractual restrictions set forth in this Agreement or the Subscription Agreement (if applicable);
• use the Software for benchmarking, competitive analysis, or the development of a competing product or service, or disclose any performance or functionality information relating to the Software to any third party for such purposes;
• scrape, crawl, spider, data mine, or otherwise systematically access, extract, collect, or harvest any data, content, output, or other information from or through the Software, whether by automated means (including bots, scripts, or similar technology) or otherwise, except to the extent such activity constitutes ordinary use of the Software's intended functionalities in accordance with this Agreement; or
• misrepresent your identity or affiliation, or use the Software to impersonate any person or entity or otherwise engage in fraudulent activity.

Insignary reserves the right, in its sole discretion and without liability, to suspend or terminate your access to the Software, in whole or in part, immediately upon notice if Insignary reasonably determines that you have violated any provision of this Section. Such suspension or termination shall be without prejudice to any other rights or remedies available to Insignary under this Agreement or at law.

7. Your Representations and Warranties

You represent and warrant that: (a) you have the full right, power, and authority to enter into and perform your obligations under this Agreement; (b) your use of the Software shall comply with all applicable laws, rules, and regulations; (c) any User Data you input into, upload to, or otherwise process through the Software shall not infringe upon or misappropriate any rights of any third party, including but not limited to intellectual property rights, proprietary rights, rights of confidentiality, and contractual rights; and (d) your use of the Software would not violate or could reasonably be expected to violate any applicable laws or regulations.

8. Limited Warranty and Disclaimer

Except as expressly provided herein, the Software is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Insignary does not warrant that the Software will be error-free or operate without interruption. Where the Consumer Protection Act, 2002 (Ontario) or other applicable laws provide mandatory warranties, those statutory warranties will apply to the extent required by law.

9. Service Availability

Insignary does not warrant or guarantee that the Software will be available on an uninterrupted, timely, secure, or error-free basis. You acknowledge that the Software may be subject to limitations, delays, and other problems inherent in the use of internet-based and cloud-based services. Insignary reserves the right, in its sole discretion and without liability, to suspend, restrict, or modify access to the Software, in whole or in part, at any time and without prior notice, for purposes including but not limited to scheduled or emergency maintenance, security updates, system upgrades, or compliance with applicable law. Insignary shall use commercially reasonable efforts to provide advance notice of any planned service interruptions where practicable, but shall not be liable for any loss, damage, or inconvenience arising from any suspension or cessation of the Software.

10. Limitation of Liability

To the maximum extent permitted under the laws of Ontario and Canada, Insignary shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, business interruption, or loss of data, even if Insignary has been advised of the possibility of such damages. In no event shall Insignary’s total liability exceed the amount actually paid by you for the Software during the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify and hold harmless Insignary and its officers, directors, employees, and agents from and against any claims, damages, or expenses (including reasonable legal fees) arising out of your misuse of the Software or violation of this Agreement.

12. Export Control

You acknowledge that the Software may be subject to export and import control laws of Canada, the United States, and other jurisdictions. You agree to comply fully with all applicable export control laws and regulations, including those administered by the Government of Canada (Global Affairs Canada) and the U.S. Department of Commerce.

13. Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Insignary. Any purported assignment in violation of this section shall be null and void.

14. Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All waivers must be in writing and signed by an authorized representative of the waiving party to be effective.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for any disputes arising out of or relating to this Agreement.

16. Severability and Entire Agreement

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. This Agreement, together with the Subscription Agreement (if applicable), constitutes the entire understanding between the parties and supersedes all prior agreements or representations regarding the Software. To the extent that any provision in a Subscription Agreement contradicts this Agreement, the terms of the Subscription Agreement shall prevail.

17. Amendments

Insignary may modify this Agreement from time to time by posting the updated version on its official website or notifying you through the Software. Your continued use of the Software after such notice constitutes acceptance of the updated Agreement.

18. Term and Termination

Subject to any terms to the contrary in the Subscription Agreement (if any), this Agreement shall commence upon your first access or use of the Software until terminated by either you or Insignary.

Subject to the terms of the Subscription Agreement (if any), Insignary may terminate this Agreement at any time, at its sole discretion by notifying you.

Subject to the terms of the Subscription Agreement (if any), you may terminate this Agreement by permanently ceasing your use of the Software or by notifying Insignary at info@insignary.com.

Upon termination of this Agreement for any reason, you shall immediately cease all use of the Software.

The following provisions shall survive any expiration or termination of this Agreement: Ownership and Intellectual Property Rights, Confidentiality, Fees and Payment (with respect to any accrued but unpaid obligations), Your Representations and Warranties, Limited Warranty and Disclaimer, Limitation of Liability, Indemnification, Export Control, Waiver, Governing Law and Jurisdiction, Severability and Entire Agreement, this Section (Term and Termination), and any other provisions that by their nature are intended to survive.

19. Contact Us

If you have any questions concerning the Agreement, please contact us at info@insignary.com.