SnapEntry End User License Agreement

SnapEntry End User License Agreement - v1.0.0

This End User License Agreement is a legal agreement between You and Whyle Labs Inc. with respect to Your license, access and use of the Software. By accessing the Software, submitting an Order Request for the Software, accepting delivery of the Software or downloading and/or installing the Software, you represent that you have the authority to act on behalf of the organization or individual which you represent and that you have read, understand and agree to be bound by the terms of this Agreement to the exclusion of any other terms or representations made outside this Agreement.

1. DEFINITIONS

1.1 For the purposes of this End-User License Agreement
1. "Agreement" means this End-User License Agreement that forms the entire agreement between You and Whyle Labs regarding the use of the Software.
2. “Confidential Information” means any information regardless of form or medium, whether tangible or intangible, including any copies or fixations made thereof that is disclosed by discloser, or to which the recipient is provided access by discloser, that is proprietary or confidential to discloser or its affiliated companies, including, without limitation, information that specifies, concerns or is related to discloser’s intellectual property, Software, trade secrets, business operations, finances, customers, technical know-how, prototypes, designs, processes, products, services, or the development, testing or commercial exploitation of any of the foregoing that is either specifically identified as confidential prior to or at the time of its disclosure or that would reasonably be considered by a person knowledgeable in the industry to be proprietary or confidential in nature because of legends or other markings on the information, the circumstances of disclosure or the nature of the information itself. Confidential Information includes, without limitation, (i) information concerning the methods of use, internal components, features, functions and solutions of the Software, information found on the Whyle Labs’ website, and (ii) any copies, photographs, or other reproductions of the foregoing, whether or not marked as “confidential” or “proprietary.”
3. "Whyle Labs" (referred to as either "Whyle Labs", "We", "Us" or "Our" in this Agreement) refers to Whyle Labs Inc.
4. “Order Request” means the request for use of the Software made on Whyle Labs’ website or application by You;
5. “Privacy Policy” means the privacy policy published by Whyle Labs from time to time and available on its website: https://snapentry.ca/files/privacy_policy_v1_0_0.html
6. "Software" means the software program provided by Whyle Labs accessed by You and known as SnapEntry.
7. "Device" means any device owned or operated by you that can access the Software such as a computer, a cellphone or a digital tablet.
8. "You" means the individual accessing or using the Software or Whyle Labs, or other legal entity on behalf of which such individual is accessing or using the Software, as applicable.

2. LICENSE GRANTS

2.1 License: Whyle Labs grants You a revocable, non-exclusive, non-transferable, non-sublicensable, personal limited license to download, install and use the Software strictly in accordance with the terms of this Agreement. It is Your responsibility to fully comply with all applicable laws in using and handling the Software.

3. FEES, TAXES, DELIVERY

3.1 Fees: You agree to pay Whyle Labs all applicable fees identified in the Order Request within fourteen(14) days from the date of the invoice. Whyle Labs shall invoice You within fourteen(14) days of your Order Request. If You use the Software under trial periods then such fees will be governed accordingly.
3.2 Taxes: You are responsible for all taxes relating to Software and services identified in the Order Request.
3.3 Delivery: Software will be provided by electronic means.

4. SUPPORT SERVICES

4.1 Services: From time to time, and at Whyle Labs’ sole discretion, Whyle Labs may provide supported services to ensure the product is operating as intended and to assist with troubleshooting issues You may face with the Software. Whyle Labs may require Your personal data to provide support services. In such instance where your personal data is provided to Whyle Labs (i.e. video footage, screen shots, phone calls), You are solely responsible and liable in connection with the provision of such data to Whyle Labs, including, without limitation, ensuring that the collection, processing and transfer of such data is in compliance with all applicable laws. Any data You choose to provide to Whyle Labs in connection with the licensing and/or support of the Software shall be processed and stored in accordance with the confidentiality provisions of this Agreement and the Whyle Labs’ Privacy Policy.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 License Only: You do not acquire any intellectual property rights to the Software under this Agreement, including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, trade names, industrial designs, Whyle Labs Confidential Information, or trade secrets, whether registered or unregistered. The Software is licensed and not sold. Any rights not expressly granted under this Agreement are reserved by Whyle Labs.
5.2 Feedback: Whyle Labs shall own all feedback, comments, suggestions, ideas, and concepts that You provide or identify during Your use of the Product and Support Services, and all associated intellectual property rights (collectively the “Feedback”). You hereby assign to Whyle Labs all of Your right, title and interest in Your Feedback.

6. CONFIDENTIALITY

6.1 Maintenance of Confidential Information: Subject to applicable law, Whyle Labs agrees to: (a) keep confidential all Confidential Information disclosed by the other party; (b) only use, reproduce and disclose the Confidential Information to facilitate the use of the Software (in Your case) or support and develop the Software (in Whyle Labs’ case); and (c) protect the Confidential Information from unauthorized use, reproduction or disclosure in the same manner it protects the confidentiality of similar information of its own, but not less than a reasonable degree of care.

7. WARRANTIES, EXCLUSIONS, DISCLAIMER

7.1 No Warranty: The Software is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Whyle Labs, on its own behalf, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Whyle Labs provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, Whyle Labs does not make any representation or warranty of any kind, express or implied as to the operation or availability of the Software, that the Software will be uninterrupted or error-free, or that the Software, its servers, the content, telephone calls/SMS or e-mails sent from or on behalf of Whyle Labs are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. To the maximum extent permitted by law, any implied warranties or conditions relating to the Software that cannot be excluded as set out above are limited to thirty (30) days from the date that the Software is delivered to You.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability: Notwithstanding any damages that You might incur, the entire liability of Whyle Labs under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Software but in no instance shall exceed one hundred Canadian dollars ($100.00). To the maximum extent permitted by applicable law, in no event shall Whyle Labs be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Software or otherwise in connection with any provision of this Agreement), even if Whyle Labs or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
8.2 You agree to hold Whyle Labs harmless and agree to indemnify Whyle Labs from any and all damage that may occur as a result of you allowing individuals access to property through the use of the Software. In no instance shall Whyle Labs be responsible for damages, injury or losses of any kind that result from your use of the Software.

9. INDEMNIFICATION

9.1 Your Indemnification of Whyle Labs: You agree to indemnify and hold Whyle Labs and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim, including third-party claims, or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party. Without limiting the above, You agree to indemnify Whyle Labs from any and all claims, including third-party claims, for damages, losses or injuries resulting from conduct of individuals permitted into buildings by use of the Software.
9.2 Mutual General Indemnity: Each party will defend and hold harmless the other from and against any claim arising from any of the following: (a) gross negligence, willful misconduct, fraudulent misrepresentation and fraud by a party; (b) bodily injury or death caused by a party; and (c) breach of confidentiality obligations.

10. TERM AND TERMINATION

10.1 Term: This Agreement shall remain in effect until terminated by You or Whyle Labs. Whyle Labs may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. In the event You terminate this Agreement you shall not be entitled to a refund.
10.2 Automatic Termination: This Agreement will terminate immediately, without prior notice from Whyle Labs, in the event that you fail to comply with any provision of this Agreement.
10.3 Obligations Upon Termination: Upon termination of this Agreement, You shall cease all use of the Software and delete all copies of the Software from your Device.
10.4 Non-Limitation: Termination of this Agreement will not limit any of Whyle Labs's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
10.5 Survival: Section 6 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Indemnification), and any other provision of this Agreement which by its nature would survive the termination or expiration of this Agreement shall do so.

11. GENERAL PROVISIONS

11.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings relating to the subject matter hereof. Your additional or different terms and conditions, whether on Your purchase order or otherwise, shall not apply.
11.2 Force Majeure: Neither party shall be deemed to be in default of this Agreement for failure to fulfill its obligations due to causes beyond its reasonable control. This provision shall not be construed as excusing any payment obligations.
11.3 Waiver: No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
11.4 Changes to Agreement: Whyle Labs 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 the sole discretion of Whyle Labs. By continuing to access or use the Software after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Software.
11.5 Notices: Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail, courier, facsimile or electronic mail. For notices to You, Whyle Labs shall send such notice to Your “Bill To” Address. For notice to Whyle Labs, You shall send such notice to Attn: Legal Department, Whyle Labs, with an office at 463 Eglinton Ave W Suite #209, Toronto, ON, M5N 1A7.
11.6 Assignment: You shall not assign or transfer this Agreement (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control) without the prior written consent of Whyle Labs, which consent will not be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon the parties hereto and their respective lawful successors and permitted assigns. Any purported assignment in violation of this section shall be null and void.
11.7 Electronic Execution: The parties agree to the use of electronic communication in order to enter into this Agreement, Order Requests any other notices or records. You hereby waive any rights or requirements under any laws in any jurisdiction which require an original, non-electronic signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
11.8 Invalidity: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.