End User License Agreement (Consumer)

VERSION FRANÇAISE: Entente de licence d’utilisateur final

End User License Agreement

Effective as of March 15, 2016 

— SUMMARY —

BY DOWNLOADING, INSTALLING OR USING OUR SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF OUR AGREEMENT BELOW, WHICH INCLUDES THE FOLLOWING:

1.    You agree to receive our software and use it in accordance with the terms of the Agreement. Our software enables you to access and/or use certain services made available to you by your service provider. Such services are subject to the terms of service between you and your service provider.

2.     If you install our software provided as part of Premium Technical Support services, please remember that it will continuously run on your device and communicate with our servers on regular basis (i) to ensure that you receive all the services and software you are eligible to as part of your subscription to the services provided by your service provider, (ii) to enable you to promptly launch a chat session with a tech support agent, as well as (iii) give you access to certain self-serve tools.

3.     If you install our security software, please remember that it will continuously monitor your computer against malware threats by scanning all the data on your computer. Additionally, the parental control feature will, if used, monitor your internet activity as well as the programs are used on your computer, while the anti-theft features, if used, will enable you to remotely locate, lock or wipe your data from your computer.

4.     You authorize us to collect, store and process your personal information, and share it with our partners to the extent necessary for us to be able to provide you with our software and services, the whole in accordance with the terms of our privacy policy. This also means that your personal information may be stored and processed outside the country where you reside, and may be used, in an aggregated form, to help us improve our products and services.

5.     You agree to receive updates and new versions of our software as we may make them available to you from time to time.

6.     You acknowledge and agree that the Agreement contains provisions limiting our (and our partners’) liability and disclaiming warranties to the extent permitted by law.

WE STRONGLY ENCOURAGE YOU TO READ AND UNDERSTAND THE FULL VERSION OF THIS AGREEMENT BEFORE YOU DOWNLOAD, INSTALL AND USE OUR SOFTWARE.

 

— FULL VERSION —

Purpose of this document

This document (also referred to as the “Agreement”) describes the terms and conditions under which AppHelp authorizes you to download, access and use our software described below as well as to obtain support. This is a legally binding contract between you and AppDirect Canada Inc., doing business as AppHelp, located at 2050, de Bleury St., Suite 300, Montreal, QC, H3A 2J5, Canada.

THIS AGREEMENT CONTAINS PROVISIONS LIMITING OUR LIABILITY, DISCLAIMING WARRANTIES AND REQUESTING CERTAIN CONSENTS FROM YOU. PLEASE CAREFULLY READ THIS DOCUMENT BEFORE DOWNLOADING, INSTALLING OR USING OUR SOFTWARE OR ASSOCIATED SUPPORT SERVICES.

YOUR DOWNLOAD, INSTALLATION OR USE OF OUR SOFTWARE OR ASSOCIATED SUPPORT SERVICES WILL MEAN THAT YOU HAVE AGREED TO THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND IN THE PRIVACY POLICY MENTIONED BELOW.

1. What we mean by…

In order to render this Agreement as concise as possible, we decided to summarise some of the terms that we use from time to time. As a result, the following words and expressions, whenever employed in this document, will have the meaning explained below:

The term “device” is used to designate any compatible device (whether a personal computer, tablet, mobile phone or other) on which you will be using our Software.

When we refer to “personal information” in this Agreement, we mean the information that either uniquely identifies a physical person or enables us to do so. Such information may include the person’s name, address, contact information (such as telephone numbers or email addresses), age and gender.

We use “AppHelp”, “AppDirect”, “us”, “we”, “our” and other similar words to refer to AppDirect Canada Inc., doing business as AppHelp.

The “Services” refer to specific services provided to you by your Service Provider under the Services Agreement.

The “Services Agreement” is the agreement between you and your Service Provider under which it provides you certain Services.

The expression “Service Provider” means the organization that provides you the Services used in association with our Software, as identified in your Services Agreement or otherwise by your Service Provider. Generally, your Service Provider is a customer of AppHelp. However, in some cases, AppHelp may act directly as your Service Provider. Please refer to your Services Agreement to properly identify your Service Provider.

In this document, the term “Software” refers to any and all software products and tools (whether internet‑based or installed on a device) conceived or developed by, or licensed to AppHelp, and that may be made available to you either directly by us, by your Service Provider or by any of our distributing partners. References to ‘Software’ include all electronic or physical documentation accompanying a particular piece of Software, all updates, upgrades, new releases, patches and other modifications to such Software, as well as Software Support services that may be provided in association with such Software, as applicable. Note, however, that the term ‘Software’ does not include those AppHelp software products that are distributed under terms and conditions specific to them.

We use “Software Support” to refer to the limited Premium Technical Support services that we may provide in association with our Software, as further described below. For clarity, the scope of Software Support is restricted to fixing issues preventing you from installing and using our Software.

The terms “you”, “your”, “yours” and other similar words refer to the persons who access or use our Software. This may include other persons to whom you may have given access to or allowed the use of your device or our Software, without our knowledge.

The expression “your content” refers to the content, materials, files, documents, information and other data that you upload, transmit, access, store or process through our Software or the Services as part of the online backup solution (if applicable), as further described below.

Finally, we refer to “your organization” as the organization that either employs you or otherwise engages you to provide certain services, as the case may be.

Please note that, where applicable, in this Agreement, the singular includes the plural and vice versa.

2. What you need to know about our Software

Our Software may be provided to you under the brand name of your Service Provider. The Services may be provided to you either directly by your Service Provider, or by AppHelp (entirely or partially) for or in the name of your Service Provider. You are fully responsible for your dealings with your Service Provider, including the delivery of and payment for any goods and services.

This document applies to any Software that includes a copy of this Agreement, even if it’s made available to you under the brand name of your Service Provider. Generally our Software is provided as part of the following services:

·       Premium technical support program,

·       Security software solution, and/or

·       Online-backup solution.

By using our Software you authorize us to use and share your personal information with your Service Provider and our partners as it may be necessary to ensure proper functioning of our Software and/or delivery of the Services. Your personal information accessed or collected through our Software will be processed and used in accordance with our privacy policy, as further explained below in this document.

Remember that our Software may be installed on your device either directly by yourself, if you choose to do so, or by your Service Provider, which should obtain your prior authorization before doing so. Please refer to the privacy policy of your Service Provider to determine how the latter will process and use any of your data and personal information accessed or collected as part of the Services.

You must provide, at your own expense, the necessary compatible device, operating system and internet connections that you will need to access and use our Software. Your Service Provider may impose a limit on the number of devices on which you may install and use our Software. Our Software may contain special technology to ensure that those limits are respected. As such you may not be able to install our Software or use the Services in association with a device which does not fall within the allowed limits.

Note that in certain instances, the Software may not be available for download, installation or use. This may occur either due to your geographic location, to maintenance or service disruptions, or other reasons. We may, at any time, without prior notice or liability, restrict your use of the Software or the Services, or to limit their time of availability, in order to perform maintenance activities, to maintain session control or for other valid reasons.

In some instances you will need to activate your copy of our Software in order for it to function properly. If you do not complete the activation process within the period of time defined in the applicable documentation or your Services Agreement, or as prompted by the Software or the Services, our Software may cease to function until the activation is complete.

Depending on your eligibility, as determined by your Service Provider, we may provide you, from time to time, with a newer version of our Software. We strongly encourage you to always use the latest version of our Software, as it will normally ensure better security, compatibility and performance, and may even offer new functionalities. In some cases, the newer versions of our Software may be installed automatically, depending on the type of Software and/or on your Software settings. Please refer to the pertinent Software documentation to learn how to adjust our Software settings to your preferences. However we will do our best to let you know if the newer version of our Software introduces considerable changes as compared to the older version. Please remember that by consenting to the installation of our Software, you also consent to the download and installation of future versions of such Software. You may withdraw your consent and remove our Software at all time.

Please remember that we do not assume responsibility for verifying the information that you transfer or access through our Software. Your use of our Software and the Services is at your own discretion and risk. We will not be responsible for any damages, losses, expenses or other injuries incurred by you as a result of or in connection with, any content, materials, documents and/or information transmitted, accessed, distributed, uploaded through or stored in our Software or the Services.

Finally, you must immediately advise us in writing if you become aware of any unauthorised access or use of our Software or of your content by another person, and your must take all the necessary measures available to you to end such unauthorised access and use. Upon our request, you must cooperate with us in assessing the extent and the impact of the unauthorised access and use, and protecting our Software, the Services and your accounts from further violations.

Remember that our Software will normally communicate with our backend systems on regular basis to function properly, to ensure that it stays up to date, and that you are able to access the relevant Services through it. In some cases it may require additional permissions in order for it to work as intended. As a result, our Software may modify your device settings, collect and send certain data about your device, and so forth. Please refer to our privacy policy as well as the appropriate Software documentation for more information about particular features offered and permissions required by our Software.

2.1. Software provided as part of Premium Technical Support Services

You may receive or have access to various Software tools as part of our Premium Technical Support services program, including a client dashboard Software showing you various information about your device and your subscription to the Services, as well as some AppHelp and third party software tools that may be necessary to perform specific tasks to optimize the performance of your device or to protect it against malicious software.

Our Software may make changes to your device’s settings in order to optimize its performance. It may also communicate with our back-end systems to validate that it possesses the proper authorization to make necessary changes to your files and information contained in your device.

2.2. Security Software

If you choose to install our security Software (e.g. antivirus, anti-spam and the like), please remember that our security Software will disable or remove from your device any other security software that may be installed on it. You understand and agree that our security Software is built to constantly run on your device and monitor its safety against malware and other harmful programs.

The security Software may make changes to the files and information contained in your device if it determines, based on its programmed logic, that some of those files or information may be harmful to your device. Our Software may also modify certain settings on your device to ensure that our Software possesses the proper authorizations to make necessary changes to the files and information contained in your device.

Although we work to provide you the best protection against malicious software, we cannot guarantee that our security Software will prevent or detect all security threats or harmful programs from accessing your device and the information contained in it. Therefore you should always be careful while using your device, and make your own independent assessment of its security status.

In some cases you may have access to the ‘Parental Control’ feature generally provided as part of our security Software. The Parental Control feature is destined to be used exclusively for the purposes of monitoring the activity of your minor child, to ensure his or her safety. Monitoring the activity of a person without his or her prior express consent may violate such person’s privacy, and may result in your legal accountability. Therefore it is your responsibility to ensure that you do not use the Parental Control feature to monitor the activity of any person other than your minor child. In cases where you are required by law to obtain such minor child’s prior consent, it is your responsibility to ensure that such consent is properly obtained (whether from the minor’s parents, tutors, legal guardians or other legally authorized persons) before you engage in the monitoring activity. By accessing or using the Parental Control feature, you guarantee to us that you have first obtained the necessary consents to carry out your monitoring activities.

Please remember that BitDefender S.R.L. has a substantial interest in our security Software, and therefore is a third party beneficiary to this Agreement.

2.3. Online backup Software

If you use our online backup Software, your content will be stored on our servers and will be accessible to you remotely from your devices through our Software. However we have no obligation to archive the data stored on our servers, and we assume no responsibility or liability for safekeeping of your content.

Although we put our efforts to ensure that your content remains safe, it may occur that, due to a variety of factors, it becomes unavailable, corrupted or lost, and thus no longer accessible or recoverable. Additionally, if you violate the terms and conditions of this Agreement or your Services Agreement, we may, without prior notice to you, at our discretion, remove or delete your content, entirely or partially.

The above means that will have no liability of any kind as a result of any deletion, corruption, modification or loss of your content, or as a result of any failure to store, secure or encrypt your content. As such we strongly encourage you to always preserve another copy of your content (for example, on a portable hard drive). We also strongly encourage you not to upload, transmit or store with our Software or the Services for online backup any sensitive or personal information in any form. If however you choose to do so, please ensure that such data is properly encrypted and protected before it is uploaded, transmitted or stored.

Unless explicitly stated otherwise, we do not claim ownership to any of your content. We do not verify, approve, endorse or control your content or the data that your transfer, upload or access through our Software or the Services, although we retain the right to do so at our discretion to ensure your compliance with the terms of this Agreement and the law. You hereby agree and consent that we may use, modify, adapt, reproduce, distribute, display and disclose your content to the extent necessary to enable the delivery of the Services or as otherwise allowed by this Agreement or required by law.

By accessing or using our Software or the Services for online backup, you guarantee to us that: (a) you are the lawful owner of your content, or have obtained the necessary licenses and authorisations from the owners of your content to be uploaded, processed and used as part of the online backup solution; and (b) your upload, transmission or use of your content will not violate any applicable law or regulation, including, but not limited to, any intellectual property and privacy rights.

Additionally, by accessing or using our Software or the Services for online backup, you are fully responsible to ensure: (a) that your content complies with the terms and conditions of this Agreement, the Services Agreement and the applicable documentation, as well as all applicable laws and regulations; (b) the accuracy, the completeness, the nature and the quality of your content; (c) that you promptly handle and resolve any notices and claims relating to your content, such as, without limitation, notices of infringement of another person’s rights (whether sent by a person or by governing authorities, anywhere in the world), and make any changes to your content as may be necessary to resolve such matters.

In some cases, our Software and/or the online backup Services may enable you to share your content with others. By using this function you authorize us to provide access to your content to anyone you’ve shared it with (which could even be the general public). It is your responsibility to determine with whom you share your content, what content will be shared, as well as to ensure that the recipients understand their rights and responsibilities with regards to your content.

You may also have access to the ‘UltraSafe’ mode of our Software, which, if activated, will encrypt the content stored in your online backup drive. Please remember that if you misplace your password, we will not be able to assist you with retrieving the content stored in your online backup drive. It will remain encrypted until you locate your password or until this Agreement terminates.

2.4. Software Support

Generally, your Service Provider will assist you with all questions and issues related to the use of our Software. However, at times, more advanced support may be required to enable you to take full advantage of all features that our Software has to offer. In those cases, your Service Provider may refer you to our specialized technical support agents who will assist you with the issues related to our Software.

As part of our Software Support, our agents will use commercially reasonable efforts to assist you with the issues you are experiencing with or in association with our Software. While we will attempt to help you as much as possible, due to the variety and the complexity of technologies available on the market, we may not be unable to resolve certain issues. This may include, for example, problems that arise as a result of software or hardware errors not yet resolved by your device manufacturer, or problems related to your device configuration which makes it impossible or unreasonably difficult for us to property diagnose such device and solve the problem. As a result, we do not guarantee that we will solve all the issues identified by you in association with our Software, or that those issues will be solved in a timely manner.

In certain situations, our technical support agents may need to take remote control of your device in order to resolve the issues that you are experiencing in association with our Software. As part of such remote Software Support session, the agent may need to run various scripts on your device, make changes to its configuration, install and uninstall software, and making other changes to the hardware and/or software settings of such device as may be necessary to enable you to use our Software. You understand that, as part of such Software Support, our agents may, but are not obligated to, install and remove various proprietary or third party software tools where the agents deem necessary to do so to assist you with the issues that you are experiencing. Elements of such software are protected by law, including that on copyrights, trade secrets, unfair competition, and other. You acknowledge and agree that, by authorizing our agents to establish a remote connection session, you grant us (and our partners and contractors acting on our behalf) full or limited access to your device(s) and network (depending on your device and network configuration), and authorize us to make such modifications as described above or as otherwise advised by our agent during service delivery.

Please refer to the ‘Premium Technical Support’ section of our privacy policy for information regarding your privacy as part of such Software Support services.

3. Acceptable use of our Software

3.1. Your right to use our Software

Subject to the terms and conditions described in this Agreement, we give you a limited personal and non‑exclusive right to download, install and use our Software in association with a compatible device. You may only use our Software in the form in which it is made available by AppHelp, and only for its intended purposes, as further described in the applicable documentation and under the corresponding section on our website, at https://apphelp.com/. You may not transfer or sub-license the rights that we give you with regards to our Software to anybody.

3.2. Here’s what you cannot do with our Software

You may not use our Software for purposes other than those specifically described in this Agreement or in the documentation accompanying our Software. This means that the permissions that are expressly granted to you in this Agreement outline the only rights that we give you with regards to our Software. Amongst other things, you must not do any of the following:

1.     use our Software to violate, or in a manner that violates, applicable laws or regulations. This includes using our Software for unlawful, prohibited, illegal, offensive, threatening, hateful, gratuitously violent or otherwise unsuitable purposes. This also includes using our Software in a manner that directly or indirectly violates any intellectual property, confidentiality, privacy or other rights of other persons.

2.     modify, decompile, disassemble, reverse engineer, tamper with or create derivative work based on our Software, or customized versions of our Software. This includes any attempts to transform, translate, repackage, recompile, or to otherwise decrypt or extract any source code, underlying ideas, algorithms, trade secrets, file formats, programming interfaces or sensitive or proprietary information of or related to our Software, by any means whatsoever. This also includes any attempts or actual removal of any product identification information, or any proprietary, copyright or other notices contained in the Software;

3.     distribute, sublicense, transfer, copy, share, rent, loan, sell, resell, auction or lease our Software;

4.     access or use our Software on a time share, hosting, site sharing or service bureau basis, or to offer or provide services to third parties;

5.     post, publish, store, display, upload, transfer, distribute or otherwise make available through or in connection with our Software or the Services any content (in any format) that directly or indirectly: (i) contains or triggers viruses, Trojan horses, worms, time bombs or any other similar malicious or otherwise damaging software or code; or (ii) is inappropriate, illegal, unlawful, profane, defamatory, obscene, offensive, abusive, discriminatory, threatening, hateful or gratuitously violent;

6.     use our Software for or in connection with any hazardous environment requiring fail-safe performance or operation, or otherwise in any other environment where failure could result in death, severe physical injury or property damage;

7.     publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source regarding the quality or the performance of our Software;

8.     If applicable, use or access the ‘parental control’ feature, if provided as part of our Software, to carry on monitoring activities on a person, including a minor (based on the laws applicable in the territory where the minor resides in the relevant moment in time), without the prior consent of such person, and, in the case of a minor, without the prior consent of his or her legal guardian or parent, as applicable.

3.3. Permissions you need to obtain before installing our Software and/or using Software Support

If you intend to use our Software on a device which is not owned by you, or using our Software Support in association with such device, you must first ensure that you’ve obtained the proper authorization from the lawful owner of the device to install and use our Software on such device, or request Software Support in association with such device.

Please remember that some businesses do not allow their employees to install software on their devices without prior authorization. As a result, if you intend to use our Software on a device owned or provided to you by your organization, you must ensure to have obtained your organization’s authorization to install our Software on your device, or request Software Support in association with such device, before you proceed.

4. Duration of these terms

The terms and conditions of this Agreement will start applying to you immediately when you download, install or begin using our Software (whichever happens first). You will continue to be bound by these terms until you uninstall and delete our Software from all your devices.

Please note that we may, at any time, at our sole discretion and without prior notice, enhance, reduce, modify or discontinue our Software (including Software Support). We may also revoke the rights granted to you in this document, entirely or partially, or limit, suspend or end your access or use of our Software or the Services in accordance with our ‘fair use’ policy. Under this policy, we may enforce any of the measures listed above if we determine, at any time and at our sole discretion, that you are abusing our Software, including without limitation the Software Support, or the Services (for example by exceeding the level of use generally expected from other users of such Software, Software Support or the Services), or are otherwise using them in violation of this Agreement or the Services Agreement. If this occurs, you must immediately stop using all concerned Software, and uninstall and delete all copies of it from all your devices.

Upon termination of this Agreement we may immediately deactivate our Software and permanently delete your account, including all of your content and your other data stored on our servers (such as the files stored in your online backup account or the parental control feature) without sending you further notices.

Please note that, due to their nature, the terms described in the sections entitled ‘Acceptable use of our Software’, ‘Our property rights’, ‘Confidentiality of our information’, ‘Disclaimer of warranties and limitation of liability’, ‘Indemnification’, as well as ‘Legal requirements and applicable law’ will remain applicable to you even after the termination of this Agreement, and you will remain bound by those terms.

5. Your privacy

At AppHelp, we are committed to protecting your privacy. In order to be able to function properly, our Software may collect, process and store some of your personal information. Our privacy policy will help you understand what information may be concerned and how we will treat it. You may find the latest version of our privacy policy here: https://www.apphelp.com/apphelp-privacy-policy.

By downloading, installing or using our Software, you authorize us to process your personal information as described in the privacy policy applicable to our Software.

6. Our property rights

Our Software is protected by law, including all associated intellectual property rights (such as patents, copyrights, trademarks, trade secrets, moral rights and other intellectual property rights) in Canada, the United States, and other countries. AppHelp, together with its licensors and partners (as applicable), is and will remain the sole owner of all rights (including without limitation all intellectual property rights), titles and interest in and to Software, including all modifications and derivative works, as well as the associated goodwill, and that irrespective of any use of the words ‘purchase’, ‘sale’ or the like in this Agreement, the Services Agreement or any documentation. AppHelp will also exclusively own all rights, titles and interest in and to any information and data (other than your personal information) collected or generated from your access and use of our Software.

7. Confidentiality of our information

You may obtain certain information relating to the Software or our licensors, such as, but not limited to, codes, technology, know-how ideas, algorithms, testing procedures, structure, interfaces, specifications documentation bugs, problem reports, analysis and performance information, and other technical, business, operational and product-related data (“Confidential Information”). If you do, you must not disclose such Confidential Information to anyone or use it for any purpose other than the use of the Software as licensed to you under this Agreement.

8. Additional legal terms that apply

8.1. Our right to suspend or cancel your account

We may, for any reason (including without limitation those described under section 4 above), at our sole discretion, at any time and without prior notice to you, limit, suspend or end your access or use of our Software or the Services. You understand that by doing so we will not liable to you or any other person for any inconvenience, losses or damages whatsoever.

8.2. Disclaimer of warranties and limitation of our liability

The following paragraphs exclude any and all warranties with regards to our Software (including without limitation any Software Support or Services provided through or in association with it) and outline the maximum extent of AppHelp’s liability under this Agreement and with regards to our Software (including the access to the Services through or in association with it).

By accepting the terms of this Agreement you acknowledge that these limitations of liability and exclusion of warranties are essential for AppHelp to be able to grant you the rights described in this document with regards to our Software (including without limitation any Software Support or Services provided through or in association with it), and that in the absence of such restrictions, the economic terms of this Agreement would have been substantially different, and AppHelp would not have entered into this Agreement.

APPHELP (INCLUDING OUR AFFILIATED COMPANIES, LICENSORS AND SUBCONTRACTORS, AS WELL AS OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ADVISORS AND AGENTS) DO NOT MAKE ANY COMMITMENTS OR PROVIDE ANY GUARANTEES REGARDING OUR SOFTWARE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE SUPPORT). WE PROVIDE IT TO YOU “AS IS” AND “AS AVAILABLE”, AT YOUR OWN RISK, AND WITH ANY AND ALL FAULTS IT MAY CONTAIN. AS A RESULT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT MAKE ANY REPRESENTATIONS, AND WE DISCLAIM ANY AND ALL PROMISES AND WARRANTIES, ORAL OR WRITTEN, REGARDING OUR SOFTWARE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE SUPPORT), WHETHER ARISING BY LAW, CONTRACT, USAGE OR OTHERWISE, WHICH INCLUDES, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF QUALITY, ACCURACY, TITLE, OWNERSHIP, NON-INFRINGEMENT, HIDDEN DEFECTS, PEACEFUL ENJOYMENT, SECURITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR SUCH USE.

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, APPHELP (INCLUDING OUR AFFILIATED COMPANIES, LICENSORS AND SUBCONTRACTORS, AS WELL AS OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ADVISORS AND AGENTS) SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF ACTION (INCLUDING NEGLIGENCE, MISREPRESENTATION, AND STRICT LIABILITY), IN RELATION TO OR ARISING UNDER THIS AGREEMENT OR YOUR ACCESS OR USE OF OUR SOFTWARE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE SUPPORT). THIS INCLUDES, WITHOUT LIMITATION: (I) FAILURE BY YOU TO OBTAIN NECESSARY CONSENTS, AUTHORIZATIONS, LICENSES, PERMITS OR MEET OTHER SPECIFIC CONTRACTUAL OR LEGAL REQUIREMENTS THAT MAY BE NECESSARY FOR YOU TO DOWNLOAD, ACCESS AND/OR USE OUR SOFTWARE, (II) YOUR INFRINGEMENT OR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS, (III) ANY ERRORS OR ISSUES RELATED TO OUR SOFTWARE OR ANY THIRD PARTY SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY INCOMPATIBILITY, INACCURACY OR UNAVAILABILITY OF SOFTWARE, SOFTWARE SUPPORT, DATA OR FEATURES, OR SYSTEM FAILURE, (IV) ANY AND ALL LOST REVENUE, LOSS OF USE, PROFITS, CUSTOMERS OR GOODWILL, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OR INACCURACY OF DATA, SYSTEM DOWNTIME, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION, AND LOSS OF BUSINESS OPPORTUNITY, (V) ANY DELAY, INTERRUPTION OR INCAPACITY TO RENDER SOFTWARE SUPPORT IN A TIMELY OR EXPECTED MANNER, AND/OR (VI) ITS INCAPACITY TO RESOLVE, CORRECT, PREVENT OR MITIGATE ANY INCIDENT OR TECHNICAL ISSUES, EVEN IF COVERED BY THE SCOPE OF SOFTWARE SUPPORT. THE FOREGOING LIMITATION OF LIABILITY APPLIES EVEN IF APPHELP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

YOU UNDERSTAND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR ONLY RECOURSE IN RELATION TO OUR SOFTWARE OR THIS AGREEMENT IS TO UNINSTALL AND DELETE OUR SOFTWARE FROM YOUR ALL YOUR DEVICES, THUS TERMINATING THIS AGREEMENT.

8.3. Indemnification

You agree to defend, indemnify and hold harmless AppHelp, its affiliates, licensors and subcontractors (including our and their respective officers, directors, employees, successors and agents) from and against all liabilities, costs and expenses, including reasonable attorney’s and other professional fees, related to or arising from: (a) your violation of applicable laws, rules or regulations in connection with your access or use of our Software; (b) your breach of the terms of this Agreement; and (c) any third party claims relating to your access, use or misuse of our Software. Please note that we reserve the right, at our sole discretion, to assume the exclusive defense and control of any claim otherwise subject to indemnification by you. If that occurs, you must cooperate with us in asserting any available defenses, and you must promptly reimburse to us all reasonable costs and expenses incurred from our defense of any such claim. No settlement or compromise of any claim to which an indemnity applies will be effective or permitted without our prior written consent.

8.4. Transfer and assignment of this Agreement

You may not transfer or assign this Agreement or any of your rights or obligations under it to any person or entity, in whole or in part, without AppHelp’s prior written consent. Any attempted assignment by you in violation of this requirement will be void. However, we may assign and/or transfer (in whole or in part) this Agreement without prior notice to you.

8.5. Audit

Upon our request, you should promptly confirm to us in writing the exact number of copies of our Software that is installed on your devices. We reserve the right to take necessary steps to prevent unauthorized access or use of our Software. As such you understand and agree that we may, directly or with the help of third party auditors, audit your use of the Software for the purpose of validating your compliance with this Agreement, provided that any such audit will be performed during normal business hours and upon reasonable prior written notice to you.

8.6. U.S. Government Users

The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

8.7.  Legal requirements and applicable law

You understand and agree that your download, installation and use of our Software must be in compliance with all applicable laws, rules and regulations. This includes, as applicable, exports and imports laws and regulations in Canada, the United States and in other countries. You should download and use our Software only in the country in which you receive the Services Provider. In all cases, you are responsible for determining how and if you need to comply with such laws, rules or regulations, and if you need to obtain any permits for that before you download, install and use our Software. For this purpose, please remember that our Software may be subject to United States’ restrictions pertaining to ECCN 5D992 products.

Please remember that any failure or delay to enforce any right or privilege by AppHelp under this Agreement must not be interpreted as a waiver of such right or privilege.

If any portion of this document is found by a competent court to be invalid or unenforceable under applicable law, the court should modify that portion to achieve, as closely as possible, the effect of the original terms. However, all other parts of this Agreement will remain in full force and effect.

Your hereby agree that the laws applicable in the province of Quebec (Canada), with the exception of the conflict of laws rules and section 2125 of the Civil Code of Quebec, will apply to interpret this Agreement, as well as to resolve any disputes related to it or to our Software (including without limitation any Services provided through or in association with it). All such disputes must be brought exclusively before the courts sitting in the judicial district of Montreal (Quebec, Canada). However you understand that AppHelp may seek injunctive or other equitable relief in any other jurisdiction in case of any violation, breach or infringement of AppHelp’s (including its affiliates’, licensors’ or subcontractors’) intellectual property or confidential information related rights.

8.8. How to contact us

If you wish to contact us for matters related to this Agreement, please use the following information:

AppHelp

2050, de Bleury St., Suite 300

Montreal, QC, H3A 2J5, Canada

Attention: Legal Department

Or by email at: apphelp.legal@appdirect.com

8.9. Language

If you prefer, you may also read this Agreement in French by clicking on the link below. / Si vous le préférez, vous pouvez également lire cette entente de licence en français en cliquant sur le lien ci-dessous.

https://apphelp.com/entente-de-licence-dutilisateur-final

9. Open source and other third party software

Please note that our Software includes certain software developed by and/or proprietary to third party licensors, and may be subject to additional terms and conditions. All rights are owned by and/or reserved to their respective owners. This includes the following software:

Copyright © 1997-2012 BitDefender, all rights reserved; AVG Technologies CY Limited Copyright © 2008, all rights reserved; gSOAP software, Copyright © 2001-2004 Robert A. van Engelen; Genivia inc. all rights reserved; Daniel Stenberg, daniel@haxx.se, Copyright © 1996 – 2009, all rights reserved; Jean-Philippe Barrette-LaPierre, Copyright © 2002-2006, all rights reserved; Thai Open Source Software Center Ltd, Copyright © 1998, 1999, 2000, all rights reserved; The Apache Software Foundation (http://www.apache.org/), Copyright © 2000, all rights reserved; Boost Software License – August 17th, 2003; Copyright © OPSWAT, Inc. 2002-2009, all rights reserved; Copyright © 1995-2004 Jean-Loup Gailly and Mark Adler; Copyright © 2006, contributors to ShortcutRecorder; Copyright © 2002-2008 Jez UK Ltd all rights reserved; Copyright © 2009 John Resig, (http://jquery.com/); Copyright © 2007 – 2009 John W. Wilkinson; Copyright © 2008 Dmitry Baranovskiy; and Copyright © Richard Smith 2008, Copyright (c) 1998-2011, OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/), All rights reserved, Copyright © 1996-1997, Keith Rule, all rights reserved, Copyright © 1999 by Jens Schacherl, all rights reserved, Copyright © 2000-2007 Lee Thomason (www.grinninglizard.com) released under the zlib/libpng License; Adobe® Flash® Player. Copyright © 1996 – 2010 Adobe Systems Incorporated, all rights reserved. In addition, the End User Services may be provided using certain tools developed by and/or proprietary to the following and may be subject to additional terms and conditions: Copyright © 1997-2009 Kaspersky Lab ZAO; Copyright ©1989-2012 Trend Micro Incorporated WinUtilities; and Process Hacker http://processhacker.sourcefor... distributed under the GNU GPL version 3 http://svn.code.sf.net/p/processhacker/; Managed Wifi API, copyright © 2013 Ilya Konstantinov, licensed under the MIT license, available at https://managedwifi.codeplex.com/license. AppHelp’s licensors, including but not limited to BitDefender® SRL, have a substantial interest in the Software and are third party beneficiaries to this Agreement. If you would like to obtain a copy of any of these open source software, please let us know via email, and we will try to help as much as we can, provided that we are authorized to do so by the owners of such software.

10. Future updates

Because we are continuously implementing new technologies and improving our processes, software and services, we may change the content of this Agreement, without prior notice, with future Software updates. Your access or use of our Software after such update will signify your acceptance of the new terms and conditions. Therefore please ensure to read the revised version of this Agreement before installing a newer version.

Please note that if you do not update your copy of our Software once a newer version becomes available to you, it may occur that you will no longer be able to use your copy of our Software, in whole or in part, that is until you install the newer version of it.

The most current version of this document is available at https://www.apphelp.com/eula

This Agreement has been last updated on March 15, 2016.

© 2016 AppDirect Canada Inc., doing business as AppHelp. All Rights Reserved.

AppHelp™, PTScx™ and their respective logos are trademarks or registered trademarks of AppDirect Canada Inc. in Canada, the United States and/or other countries.