Zeno Software End-User Licence Agreement (EULA)

Please read this End-User License Agreement ("EULA") carefully before using the Zeno or Zeno X Software. By installing, copying, or otherwise using the software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not use the software.

1. Definitions

1.1 “Fees” refers to the licensing fees payable for the use of the Software under the terms of this EULA as set out in the Reseller’s order form.

1.2 “Reseller” refers to Viscominvest AcquiCo AG d/b/a Spandex.

1.3 “Services” refers to the Premium Rate Support Services and other support related services as described in Section 6.

1.4 "Software" refers to the Zeno and Zeno X software application, including all related updates and documentation provided by Software Company.

1.5 "Software Company" refers to XIX Inc.

1.6 “You” refers to the individual or entity that is using the Software under the terms of this EULA.

2. License Grant

2.1 Subject to the terms and conditions of this EULA, Software Company grants You a non-exclusive, non-transferable license to use the Software for personal or internal business purposes.

2.2 You may install and use the Software on multiple computers or workstations, but concurrent usage is limited to one instance at a time. For each additional concurrent usage, You must obtain separate licenses from Software Company through Reseller.

3. License Restrictions

3.1. You may not distribute, sublicense, rent, lease, or lend the Software.

3.2 You may not modify, reverse engineer, decompile, disassemble, or create derivative works based on the Software, in whole or in part.

3.3 You may not remove, alter, or obscure any proprietary notices, labels, or marks on the Software.

4. Pricing, Payment & Renewal

4.1 You shall pay all Fees including any renewals thereof to Reseller in accordance with the terms of the Reseller’s order form.

4.2 A list of the current Fees is available on the Reseller’s website. These are subject to change at any time at Reseller’s sole discretion.

5. Intellectual Property Rights

5.1 The Software and any accompanying documentation are the intellectual property of Software Company and are protected by copyright laws and international treaties. You acknowledge that no ownership rights to the Software are transferred to You.

5.2 The Software contains confidential and trade secret information of Software Company. You shall maintain the confidentiality of the Software and take all reasonable measures to prevent unauthorized access or disclosure.

6. Support and Updates

6.1 Software Company may provide support and updates for the Software at its discretion.

6.2 Subject to the purchase of a Software Subscription License, Reseller may offer standard web-based support during Software Company’s normal business hours.

6.3 The scope of standard support is subject to change at any time at the discretion of the Reseller and without notice.

6.4 Support does not extend to the computer device, 3rd party internet or network support.

7. Premium Support

7.1 Premium Support Services: In the context of this agreement, "Premium Support Services" refers to any customer support, technical assistance, or information services provided by the Reseller via a premium rate telephone number, whereby You are charged an additional fee beyond standard call rates.

7.2 Availability and Charges: The Premium Rate Support Services shall be available during the specified hours and days as outlined by Reseller. If You avail yourself of these services, You acknowledge that You shall pay the premium rate charges associated with utilizing this support. The applicable premium rate charges will be communicated to You clearly and prior to the commencement of the call.

7.3 Purpose of Premium Rate Support: The Premium Rate Support Services are designed to offer specialized assistance, advice, or information that goes beyond the scope of standard support services. You are encouraged to consider the nature of Your inquiries and the necessity of premium rate support before opting for this service.

7.4 Your Consent: By contacting the Premium Rate Support Services, You provide explicit consent to the premium rate charges associated with the call. Software Company shall ensure that clear information about the charges and the nature of the premium rate service is provided to the user prior to initiating the call.

7.5 Billing and Payments: You will be billed for the premium rate support charges through Your respective telephone service providers. Reseller holds no responsibility for billing disputes or discrepancies arising from the utilization of the Premium Rate Support Services.

7.6 Disclaimer of Liability: Software Company shall make reasonable efforts to provide accurate and timely assistance through the Premium Rate Support Services. However, Reseller does not guarantee the completeness, accuracy, or suitability of the information provided through this service. You agree that Software Company will not be held liable for any damages, losses, or inconveniences arising from the use of the Premium Rate Support Services.

7.7 Modification of Charges or Services: Reseller reserves the right to modify the premium rate charges associated with the Premium Rate Support Services or to alter the scope of services provided through this channel. Notice of any such modifications will be communicated through appropriate means.

7.8 Termination of Premium Rate Support: Reseller reserves the right to discontinue or terminate the Premium Rate Support Services at any time, with or without notice. You will be informed about such termination through appropriate communication channels.

8. Compatibility 

8.1 The Software may not be compatible with various computers or computer operating systems. A compatibility checker is made available by Software Company to check the suitability of the computer and computer operating systems.

8.2 It is understood that future updates and releases of the Software may require additional resources on the computer or an enhance computer to satisfactorily execute the new version of the Software.

8.3 You shall be solely responsible for obtaining, maintaining, and updating, at Your own expense, a computer or other compatible device that is necessary to access and use the Services offered. This includes, without limitation, ensuring that Your computer and network devices meet the system requirements as may be specified by Software Company from time to time.

8.4 You acknowledge and agree that the quality, capabilities, and performance of Your computer and network devices may affect Your experience and the performance of the Services.

8.5 You agree that You are responsible for all costs and expenses related to Your computer and network devices including any data charges or other fees that may apply from Your internet or data service providers.

8.6 It is Your responsibility to ensure Your computer or device is protected from viruses, malware, and other forms of malicious software. The Software Company and the Reseller are not responsible for any damage or loss caused by such threats that may have been contracted during the use of the Software.

9. Termination

9.1 This EULA is effective until terminated. You may terminate this EULA by uninstalling the Software and destroying all copies in Your possession or control.

9.2 Software Company may terminate this EULA if You fail to comply with any term or condition herein including payment of the Fees. Upon termination, You must cease all use of the Software and destroy all copies in Your possession or control.

9.3 The following sections shall survive the termination of this EULA: 1, 9.3, 10, 11, 12, 13 and14.

10. Governing Law and Jurisdiction

10.1 This EULA shall be governed by and construed in accordance with the laws of Ontario, Canada and the applicable federal laws therein, without regard to its conflicts of law principles.

10.2 Any dispute arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts located in Ontario, and will be between Software Company and You.

11. Warranty and Disclaimer

11.1 THE SOFTWARE, THE SERVICES, AND ANY DOCUMENTATION ARE PROVIDED TO YOU "AS IS" WITH ALL FAULTS AND DEFECTS WITHOUT ANY GUARANTEES, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOFTWARE COMPANY AND ON BEHALF OF ITS RESELLER, EXPRESSLY DISCLAIMS ALL CONDITIONS, GUARANTEES, WARRANTIES, OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR ADEQUACY FOR A PARTICULAR PURPOSE OR USE, PRODUCTIVENESS, TITLE, QUIET POSSESSION, AND NON-INFRINGEMENT AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE, WITHOUT LIMITING THE FOREGOING, SOFTWARE COMPANY PROVIDES NO CONDITION OR WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE, SERVICES AND DOCUMENTATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN AND WILL BE CORRECTED, BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOFTWARE COMPANY, ITS DIRECTORS, OFFICERS, CONTRACTORS, EMPLOYEES, OR ITS AGENTS OR ITS RESELLER WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THESE WARRANTIES AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

12. Limitation of Liability

12.1 IN NO EVENT SHALL SOFTWARE COMPANY NOR ITS RESELLER BE LIABLE TO ANY THIRD PARTY FOR: (A) ANY (I) USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE AND SERVICES; (II) LOST REVENUES OR PROFITS; (III) DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; (IV) LOSS OR CORRUPTION OF DATA; (V) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; (VI) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; (VIII) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (VIII) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; (IX) BREACHES IN SYSTEM SECURITY; OR (B) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE SOFTWARE COMPANY COULD HAVE FORESEEN EVEN IF SOFTWARE COMPANY OR RESELLER WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SOFTWARE COMPANY AND ITS RESELLER UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE RESELLER PURSUANT TO THIS AGREEMENT FOR THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.

12.3 SOFTWARE COMPANY DOES NOT GUARANTEE THE ACCURACY OF DELIVERABLES, ASSETS, AND EXPORTS GENERATED THROUGH ITS SOFTWARE. THIS INCLUDES COLOUR ACCURACY ACROSS DIFFERENT DEVICES AND THE EXACT SIZING OF PRINT FILE EXPORTS. RESPONSIBILITY FOR VERIFYING FILE ACCURACY AND SUITABILITY RESTS WITH YOU. COLOURS MAY DISPLAY DIFFERENTLY ON VARIOUS DEVICES, AND PRINT FILE EXPORTS MAY REQUIRE ADJUSTMENTS FOR SPECIFIC PRINTING EQUIPMENT.

13. Indemnification

13.1 You will defend, at Your expense, any and all actions and suits brought by third parties against Software Company and its Reseller resulting from: any claim that any use by You of the Software and Services infringes any patent, trade-mark, industrial design, trade-secret or copyright; and You will pay all direct damages, awards and expenses that are finally awarded by a court or arbitral body to such third party (or any settlement amount agreed to in writing by You and such third party), subject to the limitations and disclaimers set forth in this Sections 11-12.

13.2 No action arising hereunder whether in contract or in tort may be brought more than two (2) years after the cause of action is discovered or should reasonably have been discovered.

14. Entire Agreement

14.1 This EULA constitutes the entire agreement between You and Software Company and the Reseller concerning the subject matter herein and supersedes all prior and contemporaneous agreements, whether written or oral.

14.2 By installing and using the Software, You acknowledge that You have read and understood this EULA and agree to be bound by its terms and conditions. If You do not agree with any part of this EULA, You should refrain from installing or using the Software.

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