Terms and License of Use of the Neolegal Suite

This Agreement applies to any user (or “Client” or “Licensee”) of the Neolegal Business Suite (or “Software”) from the moment the Software is installed, and/or used, and/or from the moment the Client first accesses it in any way, and/or when the terms of this Agreement are accepted either by a representative of the Licensee or by a representative of a third-party service provider retained by the Licensee to use the Software for its own use, in addition to the Business Use Agreement and software license of the Neolegal Suite already entered into between the Parties, if applicable.

The use of the Software by the Licensee (including its users) signifies that said Licensee has agreed to be bound by the terms and conditions set forth below.

1. Definitions

1. Affiliate: refers to any entity that, directly or through one or more intermediary entities, controls, is controlled by, or is under common control with that Party, where “control” refers to the ownership of more than fifty percent (50%) of the voting stock of such entity or the right to appoint the majority of the directors on the board of directors of such entity.
2. Recipient: refers to the party to the Agreement receiving Confidential Information from the Disclosing Party.
3. Documentation: refers to any documentation provided by Neolegal to the Client in relation to the Suite, including any user manuals, datasheets, training materials, instructions, and documentation.
4. Disclosing Party: refers to the party to the Agreement whose Confidential Information is disclosed to the Recipient.
5. Confidential Information: refers to any information identified by the Disclosing Party as proprietary or confidential, or which, under the circumstances surrounding its disclosure or by its nature, should be understood by a reasonable person to be proprietary or confidential. This includes, without limitation, all Deliverable schematics, software, software development toolkits, software source code, technical information, and non-public business information, in any form. However, “Confidential Information” excludes:
   • information that is or becomes known to the public without breach of this Agreement;
   • information developed independently by the Recipient without use of the Disclosing Party’s Confidential Information, as can be reasonably demonstrated by the Recipient; and
   • information lawfully received from a third party without restriction on disclosure and without breach of this Agreement.
6. Neolegal Business Suite or the Suite: refers to the software suite provided by Neolegal, including the NeoForms, NeoDoc, and NeoPortal tools.

2. Granted Rights

Neolegal grants the Client a limited license to use the Suite. The Client agrees not to copy, modify, decompile, or distribute the Suite without prior authorization.

3. Usage Restrictions

The Client agrees to use the Suite solely for professional purposes and to comply with all applicable laws. Any attempt at reverse engineering, deriving the source code, or using it to create competing products is strictly prohibited.

Furthermore, the Licensee agrees to adhere to the following conditions:

1. Grant of License: Subject to the payment of applicable fees and compliance with the terms of this Agreement, Neolegal grants the Client a non-exclusive, non-transferable, and non-sublicensable enterprise license to download, and/or install and/or use the Suite in accordance with the Documentation, for the maximum number of installations, territory, and duration specified in the Agreement between the Parties. This license also allows the Client to grant access to the Suite to its Affiliates, employees, agents, and representatives, provided that the Client remains responsible for their compliant use.
2. Evaluation Licenses: Neolegal may offer evaluation licenses to allow the Client to test the Suite. Certain features may be limited or unavailable during the trial period. The evaluation license will terminate at the end of this period, unless the Client acquires a full license before this date.
3. License Restrictions: The Client agrees not to (i) translate, decompile, disassemble, modify, or derive the source code of the Suite; (ii) use the Suite to develop competing products; (iii) remove or alter any proprietary notices in the Suite; (iv) copy, distribute, sell, sublicense, or make the Suite accessible to third parties without express authorization; (v) use the Suite in critical or high-risk contexts; or (vi) use the Suite for illegal purposes or in violation of human rights.
4. License Control: The Suite may include license control mechanisms to ensure its operation only during the period covered by the provided license key. It is the Client’s responsibility to keep this key updated to avoid any service interruption.
5. Support: Support for the Suite is provided by Neolegal or an authorized reseller, according to defined terms. Additional conditions may apply depending on the type of support subscribed to.
6. Malware Control: Neolegal agrees not to intentionally introduce any malicious code into the Suite and to promptly inform the Client if such code is detected, while providing assistance to mitigate its effects.

4. Intellectual Property

Neolegal (and, where applicable, its Affiliates, licensors, and partners) remains the sole owner of all rights (including intellectual property rights), titles, and interests in and to the Suite (including any improvement, translation, and other modification and derivative work), as well as any associated goodwill, and in all Documentation. Despite any use of the words "purchase," "sale," or any similar words in this Agreement, or in any website, Documentation, or exchanges between the Parties, the use of the Suite is licensed, not sold, and no title or holding of any right in or to the Suite is transferred or assigned under this Agreement.

5. Confidentiality

• Any Confidential Information disclosed under this Agreement must (i) remain the property of the Disclosing Party; (ii) be used by the Recipient Party strictly to the extent required to fulfill its obligations under this Agreement; (iii) be protected by the Recipient Party against any unauthorized use and disclosure according to the highest industry standards, and in the way the Recipient Party protects its own similar confidential information, and using, at a minimum, reasonable diligence at all times; and (iv) be returned or destroyed upon the request of the Disclosing Party and, in any case, at the termination of this Agreement.
• Notwithstanding the foregoing, the Parties may retain records or other documentation to ensure compliance with applicable law, provided that said Party remains bound by these confidentiality obligations for as long as it retains a copy of the other Party's Confidential Information. The Parties agree to keep their respective Confidential Information under the seal of confidentiality for the duration of this Agreement and for five (5) years after its termination, except for any information constituting a trade secret which, to the extent permitted by applicable law, will remain confidential until it is no longer considered as such according to applicable law.
• The Client acknowledges that the Suite contains valuable confidential information of Neolegal, which may include trade secrets, and that unauthorized disclosure or use may cause significant and irreparable harm to Neolegal. To this end, the Client agrees that in addition to all other applicable remedies, Neolegal will be entitled to seek equitable relief, including an injunction, as a remedy for any breach of this Agreement by the Client, its Affiliates, or users. Additionally, if Neolegal has reasons to believe that the Client is using the Suite in violation of the Agreement’s terms, Neolegal may, after written notice, appoint an independent third-party auditor at the Client’s expense to verify the Client’s compliance, provided that such audit is conducted during regular business hours, without unduly disrupting the Client's operations, and in compliance with existing security and confidentiality procedures.

6. Limitation of Warranty

The Suite is provided "as is," without express or implied warranty. Neolegal does not warrant that the Suite will meet the Client’s specific requirements or operate without interruption.

7. Limitation of Liability

• Neolegal warrants that, for a period of one (1) year from the date of delivery of the Suite (or, as applicable, for any other period in which the Agreement is in effect), the Suite will operate, in all significant aspects, in accordance with the accompanying Documentation under normal use in the infrastructure agreed upon between the Parties.
• Neolegal does not cover, and hereby disclaims, any warranty claims arising from or related to: (i) use of the Suite with hardware or software other than those agreed upon between the Parties; (ii) modifications made to the Suite by anyone other than Neolegal; or (iii) defects in the Suite due to misuse.
• Neolegal does not warrant that the functions contained in the Suite will meet the Client’s requirements, or that the Suite will be error-free or operate without interruption. Except for the warranties described above, and to the extent permitted by law, Neolegal makes no representations and provides no warranties regarding the Suite, including, without limitation, as to performance, availability, coverage, uninterrupted availability, security, operation of said Suite, or any software, hardware, service, connection, network, or third-party service used or provided in conjunction with the Suite. Unless otherwise stated above, the Suite and any Documentation are provided "as is" and "as available," without any representation or warranty of any kind, including, but not limited to, warranties of title, non-infringement, merchantability, quality, availability, or fitness for a particular purpose.
• Neolegal will not be liable for direct and/or indirect damages arising from the use or inability to use the Neolegal Business Suite.
• Indemnification by the Client: The Client agrees to defend Neolegal against any claim brought by a third party resulting from the Client's breach of any obligation arising directly or indirectly from this Agreement or its improper use. Furthermore, the Client agrees to indemnify and hold Neolegal harmless from any liability, legal fees, or other reasonable expenses incurred by Neolegal as a result of such a claim.
• Limitation of Liability: To the extent permitted by law, Neolegal will not be liable for any damages or other liabilities incurred by the Client or its users in the following cases: (i) use of the software in violation of this Agreement; (ii) use not covered by the Documentation or not following Neolegal’s instructions; (iii) use with products or services not approved by Neolegal; (iv) unauthorized modifications to the software; (v) use without a valid license; (vi) abnormal working conditions.
• Under no circumstances will Neolegal be liable for special, exemplary, indirect, incidental, consequential, or punitive damages, even if it has been informed of the possibility of such damages, including, but not limited to, loss of profits, loss of business revenue, loss of goodwill, business interruption, other economic losses, or any data loss.
• In no event will Neolegal's total liability under this Agreement exceed the amount paid by the Client for the license of the affected software.
• The Client acknowledges that any Force majeure event and any reasonably unforeseeable circumstance beyond Neolegal's control (such as, but not limited to, Internet and power outages, fires, floods, sabotage, widespread distribution of a computer virus, malware or other malicious programs, strikes, riots, wars, etc.) may cause delays in Neolegal’s ability to provide services related to the Suite.

8. Termination

This Agreement may be terminated by either Party with 30 days written notice. Upon termination, the Client must cease all use of the Suite and return or destroy all associated materials and comply with any other written agreements between the Parties.

9. General Provisions

• The Client understands and agrees that its access to and use of the Suite must comply with all applicable laws, rules, and regulations, including, but not limited to, those concerning privacy, intellectual property, export controls, and trade sanctions.
• This Agreement is governed by the laws of the province of Quebec, Canada. Any dispute arising from the Agreement will be subject to the exclusive jurisdiction of the competent courts of the province of Quebec, district of Montreal.
• Any waiver of a right granted by one Party to another Party under the Agreement should never be construed as a waiver of any other right granted herein unless the text of a provision of the Agreement exceptionally indicates the necessity of such a choice.
• If any provision of the Agreement is deemed invalid or unenforceable, that provision shall, where possible, be interpreted, limited, or, if necessary, severed to eliminate such invalidity or unenforceability; in such case, all other provisions of the Agreement shall remain in effect and continue to bind the Parties.
• The Agreement may be modified at any time by mutual agreement between the Parties, documented in writing, and signed by the Parties.