1. Introduction
This End User License Agreement (“EULA“) is a legal agreement between you (“User” or “you”) and Citymesh (“Citymesh” or “we”) for the use of the CM Connectme mobile or desktop application (“App”) together with any related software and all copies, modifications, updates, upgrades, firmware, enhancements, and new releases of the software (the “Software”) as well as the end–user reference and operating manuals relating to the Software (the “Documentation”) as provided by Citymesh. By downloading, installing, or using the App, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not download, install, or use the App.
2. Grant of License
2.1 License. Upon the Organization’s payment(s) of the applicable license fee or recurring fees of the Software, Citymesh grants to you a non-exclusive, non-transferable license to use the Software and Documentation solely for the following purposes:
– For client install:
– To install and use the Software on either a desktop or laptop computer, including a workstation terminal.
– To make one copy of the Software for back-up purposes.
– To make a reasonable number of copies of the Documentation for your personal use.
– Only in connection with Citymesh or authorized third-party products.
– For mobile install:
– To install and use the Software on a single supported mobile device for which a license(s) has/have been paid for (if required).
– You represent and warrant that the Software will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a ‘terrorist-supporting’ country, and neither you nor any user is listed on any U.S. Government list of prohibited or restricted parties.
– For Apple App Store download: You agree to use the Software (“Licensed Application”) on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service; You acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Licensed Application; In the event of any failure of the Licensed Application to conform to any applicable Citymesh warranty, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application; You must not be in violation of your wireless data service agreement when using the Software; and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement and will have the right to enforce this Agreement against you as a third party beneficiary thereof.
– For cloud/hosted applications and/or services: To access and use the Software in accordance with the terms of your order, which may be set forth on additional documentation, for example, Terms of Service, Service Order, Purchase Order, etc.
2.2 Access and use of the Software. Only the Organization and those employees, or other persons who are authorized by the Organization to use the Software, and who have been given login credentials under a valid Software license may access and use the Software.
2.3 Permitted use. You shall not, and shall not permit any other person to, access or use the Software except as expressly permitted by the Agreement and, in the case of third-party materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, you agree:
– To only access or use the Software using your own then valid login credentials.
– To comply with all applicable laws, regulations, and public orders in connection with the use of the Software.
– To keep all login credentials, security methods, and other information provided by Citymesh to access the Software confidential and secure, and to promptly notify us in the event an unauthorized person has accessed the Software or any information in it.
– Not to access the Software other than through interfaces provided by Citymesh and as otherwise expressly authorized under the Agreement.
– Not to input, upload, transmit or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code.
– Not to bypass or breach any security device or protection used by the Software.
– Not to damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software.
2.4 Restricted use. Except as expressly permitted in this Agreement, and/or to the extent that Citymesh is not legally able to restrict you under the applicable law or third-party license and then with notice to Citymesh, you will not yourself or allow anyone else to:
– Disassemble, reverse engineer, decompile, or otherwise attempt to discover the source code or structural framework of the Software.
– Translate, modify, or create any derivative work of the Software or Documentation.
– Disclose, publish, sublicense, lend, rent, or lease the Software or Documentation.
– Copy the Software onto any public or distributed network.
– Use the Software to operate in or as a time-sharing, outsourcing, service bureau, application service provider, or managed service provider environment.
– Copy or reproduce the Software or Documentation.
2.5 Termination of license. This license will terminate automatically:
– If you use or permit the use of the Software or Documentation in any manner not permitted by this Agreement.
– If a bankruptcy or insolvency proceeding is filed by or against the Organization or the Service Provider.
– If the Organization or the Service Provider makes an assignment for the benefit of creditors.
– If an event or proceeding analogous to those set out at paragraphs (b) and (c) above occurs or takes place in any jurisdiction.
– If payment of license fees, including any agreed-upon recurring fees, are not timely paid.
– If for cloud/hosted applications and/or services, upon expiration of the time-based term.
2.6 Effects of termination. Upon termination, you will immediately, as directed by Citymesh, either return the Software and Documentation and all copies you have made, including without limitation modifications and merged portions in any form, to Citymesh or uninstall locally installed Software and delete or destroy any Documentation and upon request, certify such measures in writing to Citymesh upon request.
3. Proprietary Rights
3.1 Ownership. The Software and Documentation comprises valuable patent, copyright, trade secret, trademark, mask work, and other proprietary rights of Citymesh and its suppliers. Citymesh and its suppliers reserve all such rights. No title to or ownership of the Software or Documentation or any right therein other than expressly set out herein is transferred to you. You will not infringe any proprietary right of Citymesh or its suppliers and will take appropriate steps for the protection of such rights. You will not remove, obscure or alter any notice of patent, copyright, mask work, trademark, trade secret or other proprietary rights relating to or appearing anywhere on any of the Software or Documentation, irrespective of whether any of the foregoing is registered or unregistered. You must reproduce all copyright notices on any copy of the Software and Documentation.
3.2 Confidentiality. You shall hold the Software and Documentation in confidence and protect them from disclosure to persons other than employees or other authorized representatives of the Organization to whom disclosure is required on a “need to know basis”. Your confidentiality obligations do not extend to any information relating to the Software or Documentation which is now available to the general public or becomes so available by reason of any acts or omissions not attributable to you.
4. Open Source Software
4.1 Open Source Software. The Software may include open-source software that is provided or downloaded with the Software (which may also be identified in one or more of the installed software directory, through a URL link, on the software kit, Documentation or applicable website of Citymesh) and any and all copies, modifications, upgrades, enhancements, and new releases made or acquired by you (“Open Source Software”). Open Source Software is licensed to you under the applicable open-source license and is not subject to the licensing terms of the Software.
4.2 Redistribution and modification. Open Source Software is free software. You can redistribute it and/or modify it under the terms of the respective open-source license.
5. Data Collection
5.1 Anonymous data. Citymesh may collect non-personal data from your use of the Software and you hereby agree to the collection. The collection of non-personal data is for Citymesh’s internal purposes only and will be used for quality improvement of the Software. The collected data will not be disclosed or shared with any third parties, except in cases where Citymesh has engaged the services of third parties for the purpose of improvement of the Software or development of new software, and Citymesh agrees to include confidentiality provisions for the protection of the collected data.
5.2 Personal data. Citymesh does not collect any personal data about you for its own purposes. Citymesh acts as a data processor regarding the personal data you provide to us in connection with your use of the Software, which means that Citymesh’s processing of your personal data is performed in accordance with the instructions provided by the Organization or Service Provider which is the data controller of the personal data you provide when using the Software.
6. Intellectual Property Rights Indemnification
6.1 Indemnification. Subject to Section 6.2 and 6.3 of this Agreement, in the event of a third-party claim or action filed against you based solely on your use of the Software and/or Documentation in strict adherence to the terms of this Agreement, to the extent that it is based on a claim that the Software infringes a valid Belgian or European intellectual property right.
