END USER LICENCE AGREEMENT
UNO PLATFORM STUDIO
AND ANY EXTENSIONS THEREWITH
Last Updated on May 5, 2025
This End-User License Agreement (the “EULA”) is a binding agreement between the user of this Software (“You”) and Uno Platform Inc. (“Licensor”) for governing the use of the Software known as the Uno Platform Studio and any extensions therewith (“Software”). BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS OF THIS EULA. IF THE SOFTWARE IS BEING USED ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY SUCH AS YOUR EMPLOYER (ALSO REFERRED TO AS “YOU”), YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON ITS BEHALF BY DOWNLOADING OR INSTALLING THE SOFTWARE. YOU ACKNOWLEDGE READING, UNDERSTANDING AND ACCEPTING THIS EULA. ALL OF YOUR RIGHTS HEREIN ARE CONTINGENT ON YOUR COMPLIANCE WITH THE TERMS OF THIS EULA.
(1) Licensor hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software in machine-readable object code form in accordance with the terms of this EULA. Licensor hereby grants You the right to:
- access and use the Software subject to the restrictions of Your selected plan as provided under Section 4 of this EULA;
- access the user manuals, technical manuals and any other materials provided by Licensor in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Software (the “Documentation”) for the purpose of accessing and using the Software and in support thereof;
- allow access to the Software and the Documentation to Your employees or other authorized representatives solely for Your own internal purposes;
- make copies of the Software and the Documentation on a single device solely for backup or archival purposes; and
- use the Software and the Documentation solely for Your own internal purposes, and not for sales or redistribution, at all times in accordance with this EULA and the Documentation.
(2) The Software and the Documentation and any copies thereof that may be made by You will be the exclusive property of Licensor, will be subject to the terms of this EULA and must include any copyright, trademark, patent or other intellectual property rights or proprietary rights notices contained in the original.
(3) You agree that the terms of this EULA also apply to any updates, upgrades and additions to the Software, which may be made available by Licensor from time to time, and which may replace or supplement the version of the Software You are provided with at the time of Your selection of a plan under Section 4.
- Use Restrictions
(1) You shall not (and shall not permit or encourage any third party to) directly or indirectly:
- sell, rent, lease, assign, sublicense, distribute, reproduce, modify, translate, disclose, copy, duplicate, publish, transfer or otherwise make available the Software or the Documentation for any reason, except as otherwise provided herein;
- provide any other person, including any subcontractor, affiliate or service provider, with access to or use of the Software or Documentation;
- reverse engineer, reverse compile, or reverse assemble the Software, or otherwise attempt to derive or gain access to the source code or underlying algorithms of the Software or any part thereof that are provided to You in object code form;
- make any copies of the Software or the Documentation except for Your internal purposes as permitted by this EULA;
- remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property rights or proprietary rights notices provided on or with the Software or Documentation;
- access or use the Software or Documentation for purposes of competitive analysis thereof, the development of a competing software product or service, or any other purpose that is to Licensor’s commercial disadvantage; or
- access or use the Software or Documentation in violation of any applicable law.
(2) Without limiting the generality of the foregoing, You are responsible and liable for all of Your actions and failures to take required actions with respect to the Software and Documentation by any other person to whom You grant access to or use of the Software or Documentation, whether such access or use is permitted by or in violation of this EULA.
(1) You agree and acknowledge that the Software and Documentation are provided under licence, and not sold, to You. You do not acquire any ownership interest in the Software or Documentation under this EULA, or any other rights thereto, other than the right to use the Software and Documentation in accordance with the licence granted and subject to all terms, conditions and restrictions under this EULA.
(2) Licensor and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software and Documentation and all intellectual property (including, without limitation, all invention, patent, copyright, trademark, trade secret and other intellectual property rights) and other proprietary rights arising out of or relating to the Software and Documentation, except as expressly granted in this EULA.
(3) If You elect to provide or make available to Licensor any suggestions, comments, ideas, improvements, or other feedback or materials related to the Software or Documentation (collectively, “Suggestions”), Licensor shall be the owner thereof. You hereby assign to Licensor all of its present and future rights, title and interest in and to the Suggestions, and waive any moral rights You may have therein. Licensor will be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute Your Suggestions in any manner. You will be entitled to no compensation or credit for, nor gain any right, title or interest in or to, any Licensor product that incorporates or otherwise is based on Your Suggestions, including without limitation any upgrades or changes to the Software.
(4) You shall safeguard all Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. You shall promptly notify Licensor if You become aware of any infringement of intellectual property rights in the Software or Documentation and shall fully cooperate with Licensor in any legal action taken to enforce such rights.
(1) Subscription, Automatic Renewal and Your Termination Rights. To access the Software, You will be required to select one of the Software subscription plans listed in this Section 4. The term of the Pro Plan and of the Enterprise Plan will initially be for a one (1) month period or one (1) year period, depending of what You will select (the “Initial Period”) and will continue to be renewed indefinitely on a month-to-month or year-to-year basis depending on the Initial Period (each, a “Renewal Period”). Your Initial Term may begin with the free trial as described in Section 4(3). If You wish to terminate Your subscription, You must notify Licensor in writing at the address info@platform.uno or via “my account”, and You may then use Your subscription until the end of Your then-current subscription term and Your subscription will not be renewed after Your then-current term expires. Once placed, a subscription is non-cancelable and the sums paid non-refundable. For the avoidance of doubt, You agree that a unilateral termination shall not be permitted.
(2) Termination by Licensor. Notwithstanding anything herein to the contrary, Licensor may immediately terminate Your subscription and access to the Software at any time in the event that You breach any of the use restrictions set forth in Section 2. Licensor may also terminate Your subscription to a Pro Plan or an Enterprise Plan for any reason upon sixty (60) days notice unless You have an annual subscription, in which case Your subscription will terminate at the end of Your then-current subscription term. Upon such termination by Licensor, You will be provided access to the Software under the Community Plan.
(3) Free Trial. Licensor makes the Software and Documentation under the Pro Plan and the Enterprise Plan available to You on a free trial basis. The free trial begins when you submit a registration to Licensor for a Pro Plan or Enterprise Plan free trial and shall terminate on the earlier of (i) thirty (30) days after Your registration for the free trial, or (ii) the day on which You register for a Pro Plan or an Enterprise Plan. Once the free trial is terminated, You may elect to be registered for a Pro Plan or an Enterprise Plan or You will lose access to the Pro Plan or the Enterprise Plan although You will automatically be provided access to the Software under the Community Plan.
(4) Community Plan. Licensor makes available to You certain components of the Software on a free basis under the Community Plan. The License granted under the Community Plan is perpetual and will remain available to You on a free basis.
(5) Pro Plan. Upon Your registration under the Pro Plan, Licensor will make available to You certain components of the Software [as provided in the Documentation.]
(6) Enterprise Plan. Upon Your registration under the Enterprise Plan, Licensor will make available to You certain components of the Software as provided in the Documentation.
(7) Fees and Payment. The fees that apply to Your subscription plan are payable on a monthly or annual basis, and will begin on, as may be applicable, either (i) the date of Your registration to the Pro Plan or the Enterprise Plan, or (ii) the date of the end of Your free trial if You have then chosen to subscribe to the Pro Plan or the Enterprise Plan.
The Licensor’s then-current prices will apply to each Renewal Period. The fees may be increased unilaterally by Licensor on a yearly basis. To the extent required under applicable laws, Licensor will collect for You and remit to the appropriate governmental authorities all taxes and assessments in connection with the subscription fees, in addition to the fees.
(1) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 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, LICENSOR PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK 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 OR WILL BE CORRECTED.
(2) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER [EXCEED THE HIGHEST BETWEEN (A) TOTAL AMOUNT PAID TO LICENSOR UNDER THIS EULA FOR THE SOFTWARE DURING 12 MONTH PERIOD PRECEDING THE ALLEGED BREACH, OR (B) CAN$1000 ] THAT IS THE SUBJECT OF THE CLAIM.
(3) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 5 DO NOT APPLY TO ANY DAMAGES CAUSED BY LICENSOR’S INTENTIONAL OR GROSS FAULT. HOWEVER, IN NO CASE SHALL LICENSOR HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, CIVIL LIABILITY, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR LOSS PROFITS OR FUTURE REVENUE, LOSS OF GOODWILL, LOSS OF DATA, REPLACEMENT COSTS, ATTORNEY FEES, OR ANY INDIRECT OR CONSEQUENTIAL LOSS, IN CONNECTION WITH THIS EULA, OR FOR PUNITIVE DAMAGES ARISING OR IN CONNECTION WITH THIS EULA.
(1) Licensor may collect technical data related to the Software through tools embedded therein, which may include usage statistics, activation details and error reporting related to the Software. The data collection is made in accordance with the Licensor’s privacy policy.
(2) Except as otherwise provided herein, You expressly undertake to retain the confidentiality of all information transmitted or disclosed by Licensor that by their nature ought to reasonably be treated as proprietary or confidential and undertake not to use such information except under the terms of this EULA. Without limiting the foregoing, You shall treat all non-public information relating to the Software as confidential information and shall not disclose such information to a third party without Licensor’s prior written consent. The obligations of confidentiality with respect to the Software and any information that is considered as a trade secret under applicable law shall survive indefinitely.
(3) You agree to grant Licensor audit rights against You once within a calendar year period upon two weeks written notice, which may be reasonably exercised by Licensor to verify Your compliance with this EULA. You shall keep adequate records to verify Your compliance with this EULA.
(4) This EULA and all matters arising out of or relating to this EULA, are governed by, and construed in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Québec. You expressly consent to the exclusive jurisdiction of the courts located in Montreal, Quebec, Canada, in connection with any disputes arising out of this EULA and waive all defenses based on forum non conveniens. Licensor may seek to obtain injunctive relief to prevent or curtail any breach of this EULA which may cause Licensor to suffer serious injury for which damages may not be sufficient, and may accordingly pursue any other rights or remedies available under this EULA or under applicable laws.
(5) This EULA sets forth all agreements and understandings between You and Licensor with respect to the Software and the Documentation. It overrides all prior or contemporaneous oral or written communications, and replaces advice and representations regarding the Software and the Documentation.
(6) NOT APPLICABLE TO QUEBEC RESIDENTS THAT ARE CONSUMERS UNDER APPLICABLE LAWS: Licensor may unilaterally decide to change this EULA from time to time, to the extent permitted by applicable laws. Where required by law, Licensor will provide notice before an amendment comes into effect, which may include details of the amended clause and Licensor may allow You to terminate this EULA as set out in the applicable notice. You accept and agree to the changes to this EULA by continuing to use the Software. Accordingly, please review this EULA on a periodic basis.
(7) APPLICABLE ONLY TO QUEBEC RESIDENTS THAT ARE CONSUMERS UNDER APPLICABLE LAWS: Licensor will notify You of any changes to this EULA by email. Any provision of this EULA may be amended unilaterally. Licensor will notify You at least 30 days before the amendment comes into force, by a written notice drawn up clearly and legibly, setting out exclusively the new clause, or the amended clause and the clause as it read formerly, the date of the coming into force of the amendment and Your right to terminate this EULA. Your continued access to the Software constitutes Your acceptance of the modified terms. At Licensor’s discretion, Licensor may also ask You to confirm Your acceptance of this EULA by electronic click. If You do not agree to the changes, You must stop using the Software. If the amended terms result in an increase in Your obligations or a decrease in Licensor’s obligations, You may send Licensor a notice thirty (30) days after the amended terms come into effect to indicate Your rejection of the amended terms and to request termination of this EULA. Your registration to a plan hereunder will be terminated without charge or penalty upon receipt of this notice.
(8) If any provision of this EULA is held to be invalid, illegal or for any reason unenforceable by any court of competent jurisdiction, the remaining provisions will remain in full force and effect.
(9) Failure by either party to enforce the provisions of this EULA on one or more occasions shall not be construed as a waiver of future performance of any such term or condition. No term or condition of this EULA shall be considered to have been waived unless expressed in writing by the party conceding such waiver.
(10) Nothing in these terms of this EULA affects Your rights as a consumer to rely on mandatory provisions of local law.
(11) You may not assign, convey, subcontract or delegate your rights, duties or obligations under this EULA without Licensor’s prior written consent. Licensor may assign this EULA and the rights and obligations granted hereunder without Your consent.
(12) The terms set forth in the Sections of this EULA entitled Reservation of Rights and Ownership, Disclaimer of Warranty and Limitation of Liability and Miscellaneous Provisions shall survive any termination of this EULA.
(13) The parties hereto have required that this EULA, and all related documents, be drafted in English, at their express wish. A French version of this EULA has been provided to You. Les parties aux présentes ont requis que le présent contrat, ainsi que tous les documents qui s’y rattachent, soient rédigés en anglais, selon leur volonté expresse. Une version française du présent contrat vous a été remise.
