Licensing

Sidub Inc. offers a variety of software and services which are licensed for use under varying terms; refer to the product or service for specific licensing terms.

Proprietary Software License Agreement

Last Updated: November 25, 2024

1. Introduction

This Proprietary Software License Agreement ("Agreement") is entered into between Sidub Inc. ("Licensor," "we," "our," or "us") and the individual or entity ("Licensee," "you," or "your") that acquires a license to use the Software. By downloading, installing, or using the Software, you agree to comply with the terms of this Agreement.

2. Definitions

For the purposes of this Agreement:

"Software": The proprietary software provided by Sidub Inc., including any updates, enhancements, or modifications.
"Major Version": Refers to a release of the Software identified by a change in the number to the left of the decimal point (e.g., from version 1.x to 2.x).
"Updates": Any patches, fixes, or minor enhancements to the Software within the same Major Version.
"License Types": Include Free License, Perpetual License, Subscription License, and Consumption License as defined in Section 3.

3. License Types and Scope

Sidub Inc. offers the Software under the following License Types:

Free License: Provides a non-exclusive, non-transferable, revocable right to use the Software at no cost for personal or non-commercial purposes. This license allows access to any version of the Software released prior to the license expiration date.
Perpetual License: Provides a non-exclusive, non-transferable right to use the Software indefinitely following a one-time payment. This license includes access to Updates within the same Major Version of the Software.
Subscription License: Provides a non-exclusive, non-transferable right to use the Software for a specified period. This license allows access to any version of the Software released prior to the subscription’s expiration date, with continued Updates available upon renewal.
Consumption License: Provides a non-exclusive, non-transferable right to use the Software based on usage metrics. This license allows access to any version of the Software released prior to the license expiration date.

The specific License Type applicable to you will be determined at the time of purchase or download and is subject to the conditions outlined in this Agreement.

4. License Restrictions

You agree to refrain from:

Modifying, adapting, translating, or creating derivative works based on the Software.
Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Software, except where such actions are expressly permitted by applicable law.
Renting, leasing, lending, selling, distributing, or transferring the Software or any portion thereof to any third party.
Using the Software for any unlawful purpose or in violation of any applicable laws and regulations.

5. Ownership and Confidentiality

The Software is licensed, not sold. Sidub Inc. and its licensors retain all rights, title, and interest in and to the Software, including any Updates and enhancements. You acknowledge that the Software contains proprietary and confidential information protected by intellectual property laws.

You agree to maintain the confidentiality of the Software and any related documentation and materials, and not to disclose them to any third party without the prior written consent of Sidub Inc.

6. Updates and Support

Sidub Inc. may, at its discretion, provide Updates or enhancements to the Software. Access to these Updates will depend on your License Type:

Perpetual License: Includes Updates within the same Major Version only.
Subscription License: Allows access to any version released before the subscription's expiration date, with continued Updates available upon renewal.
Consumption License: Grants access to any version of the Software during the active usage period.

Support services for the Software are provided separately and are not included unless expressly agreed upon.

7. Fees and Payment

For Perpetual, Subscription, and Consumption Licenses, you agree to pay all applicable fees as specified at the time of purchase. Payment terms, including those for subscription renewals and consumption-based usage, will be detailed in the relevant purchase order or invoice. Failure to pay these fees may result in the termination of your license.

8. Assignment

You may not assign, transfer, or sublicense this Agreement or any rights granted herein without the prior written consent of Sidub Inc. Any attempted assignment or transfer without such consent will be null and void. Sidub Inc. may assign its rights and obligations under this Agreement without restriction.

9. Export Control Compliance

You agree to comply with all applicable export laws and regulations of Canada and any other relevant jurisdictions to ensure that neither the Software nor any direct product thereof is exported or re-exported directly or indirectly in violation of such laws.

10. Term and Termination

This Agreement is effective from the date you first download, install, or use the Software and will remain in effect until terminated. Sidub Inc. may terminate this Agreement immediately if you breach any of its terms. Upon termination, you must discontinue use of the Software and destroy all copies in your possession or control.

11. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Software is provided "as is" and "as available," without any warranties or conditions of any kind, either express or implied, including but not limited to implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement. Sidub Inc. does not warrant that the Software will meet your requirements, operate without interruption, or be error-free.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Sidub Inc. and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with your use of the Software. In no event shall the total liability of Sidub Inc. for all claims related to the Software exceed the greater of (a) the total amount you paid to Sidub Inc. for the Software in the twelve (12) months preceding the event giving rise to the liability, or (b) fifty Canadian dollars (CAD $50).

13. Indemnification

a. Indemnification by You: You agree to indemnify, defend, and hold harmless Sidub Inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

Your use or misuse of the Software.
Your violation of this Agreement.
Your violation of any third-party rights, including intellectual property rights.

b. Intellectual Property Indemnification: You agree to defend, indemnify, and hold harmless Sidub Inc. from any claims arising out of or related to your development, distribution, or use of software created using our Software that infringes or misappropriates any third-party intellectual property rights.

14. Force Majeure

Sidub Inc. shall not be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, acts of terrorism, government restrictions, or power outages. In such cases, obligations will be suspended for the duration of the event.

15. Governing Law and Dispute Resolution

a. Governing Law: 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 its conflict of law principles.

b. Dispute Resolution and Arbitration:

i. Informal Resolution: Before initiating any legal action, you agree to attempt to resolve the dispute informally by contacting Sidub Inc. at [email protected]. We will attempt to resolve the dispute informally within thirty (30) days.
ii. Arbitration Agreement: If a dispute cannot be resolved informally, it shall be resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The arbitration shall take place in Ontario, Canada, and shall be conducted in English.
iii. Exceptions: Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in court for matters related to intellectual property or unauthorized use of the Software.
iv. No Class Actions: All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

16. Notices

All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by email with confirmation of receipt, or sent by recognized overnight courier service to the following:

Email: [email protected]
Phone: 1-226-666-2111

17. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

18. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy referenced herein, constitutes the entire agreement between you and Sidub Inc. regarding the Software and supersedes all prior or contemporaneous communications, agreements, or understandings, whether oral or written. In the event of a conflict between this Agreement and the Terms of Service, the terms of this Agreement shall prevail with respect to the Software.

19. No Waiver

Failure by Sidub Inc. to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Sidub Inc.

20. Assignment

21. Reservation of Rights

All rights not expressly granted herein are reserved by Sidub Inc.

22. Governing Language

This Agreement is written in English, and any translations are provided for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall govern.

23. Survival

The following sections shall survive termination of this Agreement: Ownership and Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and any other provisions that by their nature should survive termination.

24. Acknowledgment

By downloading, installing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

25. Contact Information

If you have any questions regarding this Agreement, please contact us at: