Cleat is licensed to You (End-User) by 2717255 Ontario Ltd., located at 1574 Chiefswood Road, Box 255, Ohsweken, Ontario N0A 1M0, Canada (hereinafter: "Licensor"), for use only under the terms of this Licence Agreement.
By downloading the Application from any app store or marketplace, or by accessing it through the web, and any update thereto (as permitted by this Licence Agreement), You indicate that You agree to be bound by all of the terms and conditions of this Licence Agreement, and that You accept this Licence Agreement.
All intellectual property in the Application, including but not limited to trademarks, copyrights, patents, trade secrets, and other proprietary rights, belongs to the Licensor. The Licensor retains all rights in and to the Application not expressly granted to You under this Licence Agreement.
The Application is to be used on devices that operate with Apple's iOS, Google's Android operating systems, or any modern web browser that supports Progressive Web Apps ("PWAs").
This Licence Agreement governs Your use of the Application, including — where applicable — its distribution through the Apple App Store, the Google Play Store, or direct installation as a Progressive Web App. This Licence Agreement is between You and the Licensor only, and not with Apple Inc., Google LLC, or any other platform operator. Therefore, the Licensor takes sole responsibility for the Application and the content thereof.
The Licensor authorises You to use the Application on any supported device that You own or control and as permitted by the usage rules of whichever distribution channel You obtained the Application through (e.g. App Store, Play Store, web install). This Licence Agreement will also govern any updates of the Application provided by the Licensor that replace, repair, and/or supplement the first Application, unless a separate licence is provided for such update, in which case the terms of that new licence will govern.
You may not share the Application with multiple persons unless each person is an authorised user within Your account and workspace. Subject to the above, You may permit Your authorised users (employees, crew members, invited collaborators) to access the Application on devices they own or control as needed to perform work in connection with Your account.
You are given a non-transferable, non-exclusive, non-sublicensable licence to install and use the Application on any supported device that You (or Your authorised users) own or control.
You may not share or make the Application available to third parties outside Your account (unless to the degree allowed by the applicable distribution channel's usage rules), sell, rent, lend, lease or otherwise redistribute the Application.
You may not reverse-engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with the Licensor's prior written consent).
You may not copy (excepting when expressly authorised by this Licence Agreement and the usage rules of Your distribution channel) or alter the Application or portions thereof. You may create and store copies only on devices that You or Your authorised users own or control for backup purposes under the terms of this Licence Agreement.
The Licensor reserves the right to modify the terms and conditions of this Licence Agreement. Continued use of the Application after a change constitutes acceptance of the updated terms.
The Licensor attempts to keep the Application updated so that it complies with modified/new versions of the operating system, browser platform, and server software. You are not granted rights to claim such an update. You shall ensure Your device or browser meets the specifications and technical requirements needed to run the Application.
The Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
The Licensor is not obligated to provide any maintenance, technical, or other support for the Application beyond what is specified in Your active subscription plan. Support questions may be directed to help@cleatapp.io and will be addressed on a reasonable-effort basis during business hours (Eastern Time, Canada).
The Application may invite you to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to the Licensor or on the Application, including but not limited to text, writings, video, audio, photographs, floorplans, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").
When you create or make available any Contributions, you thereby represent and warrant that the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You retain ownership of all Contributions you submit.
By posting Your Contributions to any part of the Application, You automatically grant, and You represent and warrant that You have the right to grant, to the Licensor a non-exclusive, worldwide, royalty-free, fully paid, transferable, sublicensable licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions solely for the purpose of operating, improving, and providing the Application to You.
The Licensor has no obligation to monitor Your Contributions. The Licensor assumes no responsibility or liability for any Contributions You or any third party post or send over the Application.
The Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Licence Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms of use. The Licensor is expressly not liable for any such data loss.
The Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. The Licensor warrants that the Application works as described in the user documentation.
No warranty is provided for the Application that is not executable on the device, that has been unauthorisedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by You or by third parties, or if there are any other reasons outside of the Licensor's sphere of influence that affect the executability of the Application.
You are required to inspect the Application immediately after installing it and notify the Licensor about issues discovered without delay via email at help@cleatapp.io. The warranty claim will be prejudiced if You fail to comply with duties as outlined in this section.
The Licensor and the End-User acknowledge that the Licensor, and not the platform distributor (e.g. Apple, Google), is responsible for addressing any claims of the End-User or any third party relating to the Application or the End-User's possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
You represent and warrant that You are not located in a country that is subject to a Canadian Government embargo or that has been designated by the Canadian Government as a "terrorist supporting" country; and that You are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
For general inquiries, complaints, questions, or claims concerning the Application, please contact:
2717255 Ontario Ltd.
1574 Chiefswood Road, Box 255
Ohsweken, Ontario N0A 1M0
Canada
help@cleatapp.io
The licence is valid until terminated by the Licensor or by You. Your rights under this Licence Agreement will terminate automatically and without notice from the Licensor if You fail to adhere to any term(s) of this Licence Agreement. Upon Licence Agreement termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.
The Licensor represents and warrants that the Licensor will comply with applicable third-party terms of agreement when using the Application. In accordance with Section 9 of the "Instructions for Minimum Terms for Developer's End-User Licence Agreement" under applicable platform distribution rules (including Apple's and Google's), platform distributors shall be third-party beneficiaries of this End User Licence Agreement and — upon Your acceptance of the terms and conditions of this Licence Agreement — the applicable platform distributor will have the right (and will be deemed to have accepted the right) to enforce this End User Licence Agreement against You as a third-party beneficiary thereof.
The Licensor and the End-User acknowledge that, in the event of any third-party claim that the Application or the End-User's possession and use of that Application infringes on the third-party's intellectual property rights, the Licensor, and not the platform distributor, will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim.
This Licence Agreement is governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, excluding its conflicts-of-law rules.
If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose. Collateral agreements, changes, and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.