SkyCAD Systems Online Parts Catalogue Terms of use ("Agreement")

Last updated: June 2, 2022

PLEASE READ THE FOLLOWING TERMS OF USE (THESE "TERMS") BEFORE USING SKYCAD ELECTRICAL COMPONENTS CATALOG PLATFORM (THE "PLATFORM") OR DOWNLOADING ANY CONTENT THERETO. BY DOWNLOADING CONTENT AND/OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AS SET FORTH BY 9323-3617 QUÉBEC INC. D.B.A. SKYCAD SYSTEMS, LOCATED AT 633, ST-ARSENE ST. MONTREAL (QUÉBEC), CANADA H2M 1K9 (“SKYCAD”).

The Platform is only available to users who can legally conclude contracts, as provided by the applicable laws. By accessing or using the Platform, or by clicking “I AGREE”, you represent that you have full capacity and authority to legally bind any organisation, corporation or other legal entity on account of whom you are accessing or using the Platform (“You” or the “Licensee”). IF YOU DO NOT AGREE TO THE TERMS SET FORTH IN THESE TERMS, select “I DO NOT ACCEPT” and SkyCAD shall not grant to you the right to use the Platform or the licence on the Content.

SkyCAD reserves the right, at its sole discretion, to change or amend these Terms or any part of these Terms at any time and without notice. The amended Terms will be effective at the publishing time and will apply to your use of the Platform from that point forward.

1 - USE OF THE PLATFORM

1.1 - Access and Use

You are allowed to access and use the Platform to consult and download the electrical component files, electronic models, library features, blocks, and macros (collectively the “Content”), but solely in connection with your usage of SkyCAD’s software and services. You may use the Content solely for your internal computer-aided design.

1.2 - Restrictions

You shall not i) use the Platform for purposes other than in accordance with these Terms, ii) copy, distribute, or disclose any part of the Platform in any medium, including by any automated or non-automated web scraping tool or technique, iii) use any automated system, including "robots," "spiders," and "offline readers", to access the Platform, iv) transmit, via the Platform, spam or other unsolicited content, v) attempt to interfere with the servers running the Platform, compromise their system’s integrity or security, or decipher any transmissions to or from them, vi) take any action that, at our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on the Platform infrastructure, vii) upload invalid data, viruses, worms, or other malware through the Platform, viii) collect, extract or harvest, or attempt to, any personally identifiable information from the Platform, ix) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, x) interfere with the proper working of the Platform, xi) access any content on the Platform through any technology or means other than those provided or authorized by the Platform, xii) bypass the measures that SkyCAD may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on the use of the Platform or the content therein, xiii) modify, disassemble, decompile, reverse engineer, adapt or create derivative works from the Platform, or xiv) otherwise use the Platform in contravention with applicable law.

1.3 - Suspension

Notwithstanding anything to the contrary in these Terms, SkyCAD may temporarily suspend your access to any portion or all of the Platform if SkyCAD reasonably determines that: (i) there is a threat or attack on any component of the Platform, (ii) your use of the Platform disrupts or poses a security risk to the Platform or to any other client of SkyCAD; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable laws; or (v) your use of the Platform is in breach with the provisions of the present Terms (each, a “Suspension”). SkyCAD shall use commercially reasonable efforts to provide you with a written notice of any Suspension and to provide you with updates regarding resumption of access to the Platform following any Suspension. SkyCAD shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Suspension is cured. SkyCAD shall have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that you may incur as a result of a Suspension.

1.4 - Investigations and Prosecutions

SkyCAD reserves the right to investigate any breach of these Terms and to take appropriate remedies to the fullest extent permitted by law. You acknowledge that SkyCAD has the right to ensure compliance with these Terms, applicable laws, orders and requirements of a court or governmental body. In case of violation of these Terms, SkyCAD shall have the right, at any time and without notice, to disable your access or use to the Platform.

2 - ACCOUNT

2.1 - Account Creation

To access and use the Platform it is required that you create a user account. If you create an account, you must complete the registration process by providing SkyCAD with current, complete, and accurate information as prompted by the applicable registration form. You will also choose a unique username and a safe password. In case of a breach of this Subsection 2.1, SkyCAD may end your right to access and use the Platform, at its sole discretion.

2.2 - Responsibility of the Account

You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify SkyCAD immediately of any unauthorized use of your account or any other breach of security.

2.3 - Liability for Account Misuse

To the extent permitted by applicable laws, SkyCAD will not be liable for any loss, including the loss of data associated with your account, that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by SkyCAD or another party due to someone else using your account or password.

2.4 - Use of Other Accounts

You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorized mandatary.

3 - COLLECTION AND USE OF INFORMATION

3.1 - Collection and Use of Information

SkyCAD may, directly or indirectly through the services of others, collect and store information regarding use of the Platform and about equipment through which the Platform is accessed and used, by means of: (i) providing maintenance and support services; (ii) security measures included in the Platform; and (iii) by transfer through the Internet. You agree that SkyCAD may use such information for any purposes related to any use of the Platform by you, including but not limited to: (a) improving the performance of the Platform or developing updates; and (b) verifying compliance with the terms of these Terms and enforcing SkyCAD's rights, including all intellectual property rights in and to the Platform.

3.2 - Aggregated Data

Notwithstanding anything to the contrary in these Terms, SkyCAD may monitor your use of the Platform, collect, and compile aggregated and anonymized data sets and decision models (the "Aggregate Data"). As between the parties, all rights, titles, and interests in and to the Aggregated Data, including any and all intellectual property rights therein, shall belong to and are retained solely by SkyCAD. You acknowledge and agree that SkyCAD may: (i) make the Aggregated Data publicly available in compliance with applicable laws; and (ii) use the Aggregated Data to the extent and in the manner permitted under applicable laws.

4 - INTELLECTUAL PROPERTY

4.1 - Trademarks

All trademarks (including words, expressions and logos) used by SkyCAD for the purposes of distinguishing its own goods or services from those of others, are owned by SkyCAD. Trademarks of SkyCAD may not be used, reproduced or replicated, in whole or in part, without the prior written permission of SkyCAD.

4.2 - Copyright

All original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each work reserve all its rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the owner of the copyright, anything that, by the applicable copyright statutes, only the owner of the copyright has the right to do.

4.3 - Other Rights

The Platform may also be protected by industrial designs or patents. SkyCAD reserves all rights to the Platform not expressly granted. You agree not to engage in the use, copying, or distribution of any content of the Platform other than when expressly permitted.

4.4 - Feedback

SkyCAD is free to use, profit, disclose, publish, keep secret or otherwise exploit any comments, suggestions or other ideas to improve or otherwise modify the Platform or any other SkyCAD product or service ("Feedback"), without compensation or attribution to you or to any person responsible for this Feedback.

4.5 - Documentation

SkyCAD may, from time to time, provide you with documentation, online or in any material form, describing the features, operation and use of the Platform (the "Documentation"). You understand and agree that you may reproduce and use the Documentation only as necessary to support your use of the Platform and of SkyCAD’s software.

4.6 - Reverse Engineering

You shall not Reverse Engineer or attempt any Reverse Engineering of the Platform. "Reverse Engineering") includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including "cable sniffing" or "black box" reverse engineering) or any method or process of obtaining or converting any information, data, or software from one form into a human readable form.

5 - USER CONTENT

5.1 - Content Licence

By saving new electrical component model files within SkyCAD’s software, you grant SkyCAD a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up and transferable licence, to do anything that, under applicable law, only the copyright owner would otherwise be entitled to do, including indexing, modifying, adapting and distributing the work, in order to provide such Content on the Platform to other users, whether for commercial or non-commercial purposes.

5.2 - Responsibility for the Content

You hereby agree and accept that you are solely responsible for any Content that you save onto SkyCAD’s software, as it may be uploaded onto the Platform. Therefore, you represent and warrant that (i) that you have all rights, licences, permissions, consents, and releases to grant SkyCAD rights in such Content, and (ii) neither the Content nor its publication or transmission, nor the use of the Content by SkyCAD violates or will violate the rights of any third party, including intellectual property rights and image rights, or any law or regulation, Canadian or foreign. You hereby indemnify and hold harmless SkyCAD from and against any third-party claim that any part of the Content you provided infringes the rights of any third party.

5.3 - Content Provided by Other Users

The Content may be provided by other users and not by SkyCAD. Therefore, SkyCAD cannot guarantee that such Content will be free of any error, inaccuracies, viruses, or harmful code. SkyCAD disclaims all liability related to your access to and use of any Content. You will evaluate, and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

6 - CONFIDENTIAL INFORMATION

6.1 - Definition

For the purposes of this Section 5, "Confidential Information") means any material, non-public, SkyCAD-related (including any trade secret) information, whether written or oral, whether or not it is marked as confidential.

6.2 - Non-Disclosure

You agree to protect SkyCAD’s Confidential Information with the same care and discretion applied to your own Confidential Information, but in no event less than reasonable care and discretion. Without limiting the foregoing, you agree to keep SkyCAD’s Confidential Information secret, and to not disclose, copy or otherwise provide in part or in whole, to any third party, any Confidential Information.

6.3 - Limited Uses

You may only use the Confidential Information for the purpose of using the Platform and SkyCAD’s software.

6.4 - Notice

You must promptly and in a timely manner, notify SkyCAD if you are required by law to disclose any Confidential Information or has knowledge of any unauthorized disclosure of Confidential Information.

6.5 - Survival

The present confidentiality obligations shall expire five (5) years from the date of disclosure, except for trade secrets, in which case, shall be held in confidence for so long as they constitute trade secrets.

7 - DISCLAIMERS OF WARRANTY

The Platform and the Content are provided to you “as is” and “as available” without any warranties of any kind. To the fullest extent permitted by applicable law, SkyCAD disclaims all warranties, expressed or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability. SkyCAD may update the Platform or remove Content without notice. Although SkyCAD does everything in its power to ensure that the information presented on the Platform, including the Content, is complete and accurate, SkyCAD cannot guarantee that such information is free of errors, omissions and inaccuracies. SkyCAD makes no warranty regarding the quality of any Content consulted or obtained through the platform.

Neither SkyCAD nor its parent, subsidiaries, affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors make any warranty, representation, or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the Platform or its Content. Without limiting the foregoing, neither SkyCAD nor its parent, subsidiaries, affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors represent or warrant that the Platfrom, the Content, or any services or items found or attained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Platform or the server that makes it available are free of viruses or other harmful components.

We cannot and do not guarantee or warrant that files or data available for downloading from the Platform will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Platform and your computer, internet, and data security. To the fullest extent provided by law, we will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing, or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Platform, the Content or any services or items found or attained through the Platform or to your downloading of any material posted on it, or on any website linked to it.

8 - LIMITATION OF LIABILITY

You acknowledge and agree that you assume all risk arising from your access to or use of the Platform and of the Content, whether such use is lawful or unlawful. To the fullest extent permitted by applicable law, SkyCAD, its affiliates, directors, employees, agents, licensors or successors and assigns, shall in no event be liable for damages of any kind, including without limitation loss of use, loss of profits or loss of data, whether in contract or tort proceedings, or otherwise, resulting directly or indirectly from the use or performance of the Platform or the accuracy of the Content, including any damage caused by or resulting from reliance on any information obtained through the Platform, or resulting from an error, omission, interruption, deletion of files or emails, defects, viruses, delays in operation or transmission or any failure in performance.

9 - INDEMNISATION

By using the Platform and the Content thereto, you agree to defend, indemnify and hold harmless SkyCAD and its officers, agents, directors, employees, licensors and assigns from and against all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the Platform, or your violation of these Terms or the rights of third parties. SkyCAD may assume the exclusive defense and control of any matter for which you have agreed to indemnify SkyCAD and you agree to assist and cooperate with SkyCAD in the defense or settlement of any such matters.

10. GENERAL

10.1 - Survival of Provisions

The provisions that by their nature should survive termination of these Terms shall survive termination, including ownership and indemnification provisions as well as warranty disclaimers and limitations of liability.

10.2 - Entire Agreement

These Terms replace any prior agreement between you and SkyCAD regarding the matters contemplated herein and constitute the entire agreement between you and SkyCAD.

10.3 - Class Actions

Unless in circumstances for which the applicable law prohibits restrictions on a party’s right to bring a class action, 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. The arbitrator may not consolidate more than one person's claims, unless the parties agree otherwise.

10.4 - Assignment

You cannot assign or transfer these Terms or any rights or obligations thereto.

10.5 - Governing law

These Terms shall be governed, construed, and enforced in accordance with the laws of the Province of Quebec (Canada) and applicable federal laws, without regard for their conflict of laws rules.

10.6 - Waiver

The negligence or delay by SkyCAD to exercise a right, recourse, power or privilege in accordance with the Terms does not constitute a waiver of such rights, recourses, powers or privileges. To be valid, a waiver must be made in writing and signed by SkyCAD. A written waiver to a default cannot be interpreted as constituting a waiver to any other default or default of the same nature which may occur in the future.

10.7 - Invalidity or Unenforceability

In the event that one or many provisions of the Terms is declared invalid or unenforceable or inapplicable by a court of competent jurisdiction, such invalidity or inapplicability will not affect the validity or applicability of the other provisions of these Terms. These Terms will then be interpreted as if the invalid or inapplicable provision had never formed part of these Terms.

11 - CONTACT US

SkyCAD appreciates your comments, questions, and feedback, which may be sent to info@skycad.ca




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