TERMS AND CONDITIONS
LICENSE AGREEMENTS

IMPORTANT: BY USING iiziGo, its tools, iiziServer, ALL TYPES OF iiziRun, iiziApp’s (“IIZI”), YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

A. MINDUS GENERAL LICENSE AGREEMENT
B. IIZI DEVELOPER LICENSE AGREEMENT

MINDUS SARL, 16 MAY 2022.

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A. MINDUS GENERAL LICENSE AGREEMENT

Single Use License

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING IIZI OR DOWNLOADING THE SOFTWARE UPDATE ACCOMPANYING THIS LICENSE. BY USING THE IIZI OR DOWNLOADING A SOFTWARE UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE BY THE TERMS OF THIS LICENSE, DO NOT USE THE IIZI OR DOWNLOAD THE SOFTWARE UPDATE.

1. GENERAL

MINDUS SARL (“MINDUS”), a software development company, has designed and developed, and now exploits, a software development application known under the name of IIZI (“IIZI”; “Software”). By using the products and (online) services of MINDUS (collectively the “Service”), You signify and agree to be bound by these Terms of Use, unless an executed agreement already exists as stated above. Conditions of purchase or other conditions of You and/or third parties or additions to or deviations from these Terms of Use shall only apply when explicitly agreed in writing between the Parties. These Terms of Use apply to all Services of MINDUS and all Services included therein.

If You are entering into these Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of Use or any others terms and conditions, in which case the terms “You” or “Your” shall refer to such entity. You recognize that IIZI is protected by copyright, commercial secrecy and by other intellectual property rights. MINDUS retains full ownership of IIZI and of all of its derivative elements (including all patents, copyrights, business secrets and any resulting or related intellectual property rights), and the purpose of the present Contract is neither to assign nor to grant any of these rights pertaining to IIZI, with the exception of the limited usage right anticipated herein.

2. LICENSE

MINDUS hereby grants You a non-exclusive, non-transferable right to use the Service, solely for Your own internal business purposes, subject to these Terms of Use. All rights not expressly granted to You are reserved by MINDUS and its licensors. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) remove or modify any markings or notices of proprietary rights in the Service; (iv) reverse engineer the Service; (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (viii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ix) attempt to gain unauthorized access to the Service or its related systems or networks. You consent to use the Service in accordance with any technical- and usage limitations, including but not limited to the number of users, number of applications, disk storage, RAM, number and type of integrations, geography and traffic. During the term of the Agreement and for a period of three years following its termination, MINDUS may, after 30 days advance written notice, inspect and audit Your records to verify compliance with the Agreement, these Terms of Use and other terms and conditions. You agree to cooperate with the audit, provide us with reasonable assistance and access to information. MINDUS reserves the right to correct any errors, as provided for by article L122-6-1 from CPI - French Intellectual Property Code. The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you’re at least 16, unless if it is used in an educational context and solely for educational purposes. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.

3. YOUR RESPONSABILITIES

You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You shall treat the account information, access and identification codes as confidential and with due care. You shall: (i) notify MINDUS immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MINDUS immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You (iii) not impersonate another MINDUS User or provide false identity information to gain access to or use the Service. MINDUS will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

4. YOUR INTELLECTUAL PROPERTY RIGHTS

As between MINDUS and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data & Customer Deliverables and MINDUS hereby assigns and transfers to You any rights, title or interest MINDUS may acquire in any Customer Deliverables upon receipt of payment in full from You. Subject to these Terms of Use, and during the term for which You have a right to use the Service, MINDUS hereby grants You a limited, non-exclusive, non-transferable and terminable license to use any Content incorporated in the Customer Deliverables, solely in connection with Your authorized use of the Service.

5. MINDUS’ INTELLECTUAL PROPERTY RIGHTS

MINDUS alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of MINDUS (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. These Terms of Use are not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by MINDUS. The MINDUS name, the MINDUS logo, and the product names associated with the Service are trademarks of MINDUS, and no right or license is granted to use them. MINDUS may use Your logos and reference Your name and the nature of the Services provided hereunder in MINDUS marketing efforts, including on the MINDUS web site.

6. CONSENT TO USE OF DATA

You agree that MINDUS may collect and use technical and related information, including but not limited to technical information about Your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the IIZI. MINDUS may use this information to improve our products or to provide services or technologies to You. pursuant to Article 2 and Article 6 of the law number 1165 of 23 December 1993, amended by Law number 1.353 of 4 December 2008, regulating the processing of personal information, this site was the subject of an implementation declaration treatment given to the President of the Commission de Contrôle des Informations Nominatives de Monaco. When you upload content to Mindus, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services, you can opt out if you don’t want us to do that. For example, when you register for a newsletter or post comments, you give us the right to send you marketing emails and display the comments on our site at your direction. We also may promote or feature your content, but you can opt out if you don’t want us to do that.

7. PRIVACY AND SECURITY

MINDUS’ privacy and security policies may be viewed at the “Privacy Policy” page. MINDUS reserves the right to modify its privacy and security policies in its discretion from time to time. If we make any changes that we deem as “material” (in our sole good faith discretion), we will notify you (using one of the notification methods set forth in Section 12 of the Terms and Conditions) prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices. Unless stated otherwise, our most current Privacy Policy applies to all information that we have about you, with respect to our Website, IIZI Platform and other Services.

By providing MINDUS Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers. MINDUS’ implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request, or to provide Professional Services. MINDUS shall be entitled to change the account, access- and identification codes assigned.

8. FREE COMMUNITY EDITION; EARLY ACCESS AND TRIAL PERIOD

MINDUS may offer a portion or specific editions of the Service (e.g. IIZI early access) free of use. It is under sole discretion of MINDUS to specify the conditions for free use and MINDUS deems the right to modify these conditions of free use at any time. For non-free portions or Editions of the Service, the Service may be made available to You for an initial free trial period of up to thirty days from Your acceptance of these Terms of Use. If You do not purchase a paid subscription for the Service from MINDUS prior to the conclusion of the free trial period, Your access to these non-free portions of the Service will be suspended and any Customer Data that is uploaded to these non-free portions of the Service may be deleted. If You wish to continue using the Service, You must contact MINDUS and purchase a paid subscription for Your continued use of such Service.

9. REPRESENTATIONS AND WARRANTIES

MINDUS shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. MINDUS and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Software and Service. MINDUS and its licensors do not represent or warrant that (a) the use of the Software and Service will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data (b) the Service will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your Requirements or expectations, (e) errors or defects will be corrected, or (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by MINDUS and its licensors. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. MINDUS is not responsible for any delays, delivery failures, or other damage resulting from such problems.

MINDUS shall not be responsible for any Customer Data. You, not MINDUS SARL, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and MINDUS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. MINDUS reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL MINDUS’ LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS OF USE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MINDUS TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. MINDUS SHALL HAVE NO LIABILITY SHOUD YOU FAIL TO COMPLY WITH ANY OF ITS OBLIGATIONS INDICATED HEREIN, AS WELL AS IN CASE OF DAMAGE CAUSED BY YOU TO THIRD PARTIES THROUGH THE USAGE OF THE SOFTWARE OR SERVICES. MINDUS CAN UNDER NO CIRCUMSTANCES TO BE HELD LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT THAT YOU COULD SUFFER ACCORDING TO THE TERMS HEREIN, AND NOTABLY INCLUDING (i) ANY LOSS OF DATA, (ii) LOSS OF CLIENTELE, (iii) LOSS OF SALES FIGURE, (iv) LOSS OF GAINS, (v) COMPUTERIZED FRAUD BY A THIRD PARTY, (v) IMAGE DAMAGE, BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF MINDUS AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS. EXCEPT IN CASE OF INTENTIONAL O WRONGFUL MISCONDUCT, OR BODILY INJURY, THE LIABILITY OF MINDUS IS EXPRESSILY LIMITED, WITH ALL DAMAGES TAKEN TOGETHER, TO THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO MINDUS.

11. INDEMNIFICATION

You shall defend, indemnify and hold harmless MINDUS, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (ii) a claim arising from the breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by MINDUS.

12. NOTICE

MINDUS may give notice by means of a general notice on the Software, electronic mail to Your e-mail address on record in MINDUS’ account information, or by written communication sent by first class mail or pre-paid post to Your address on record in MINDUS’ account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to MINDUS (such notice shall be deemed given when received by MINDUS) at any time by a letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to MINDUS at the following address: MINDUS, 1 Rue du Gabian, 98 000 Monaco, Monaco, in either case, addressed to the attention of: Chief Executive Officer.

13. FORCE MAJEUR

MINDUS shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of MINDUS or force majeure on the part of suppliers of MINDUS.

14. TERMINATION

You agree that MINDUS may terminate the providing of any gratuitous Services at any time, for any reason and without prior notice. You agree that MINDUS shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. You agree that this License is effective until terminated. Your rights under this License will terminate automatically without notice from MINDUS if You fail to comply with any term(s) of this License. Upon the termination of this License, You shall cease all use of the Software and all Services of MINDUS.

15. MODIFICATIONS TO TERMS

MINDUS reserves the right, at its sole discretion, to modify these Terms of Use and its policies relating to the Services at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Services. You are responsible for regularly reviewing these Terms of Use. Your continued use of or access to the Website and the Software following the posting of any changes to this Agreement shall constitute Your consent to such changes. MINDUS may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

16. THIRD-PARTY SITES AND SOFTWARE

16.1. The Software may direct You to third-party Web sites. MINDUS does not control, endorse, or guarantee content, including software, data or other information found on such third-party sites. You agree that MINDUS is not responsible for any content, associated links, resources, or services associated with a third-party site. You further agree that MNDUS shall not be liable for any loss or damage of any sort associated with Your use of third party content. Access to these sites is provided for Your convenience only.

16.2. The Software contains third-party software such as Eclipse. By accepting this EULA, You are also accepting the additional terms and conditions with respect to such software, if any, forth herein.

17. AUDIT RIGHTS

17.1. MINDUS audits Your use of the Software to verify compliance with this Agreement. The Software is configured to enable periodic HTTPS communication with MINDUS. During this communication, license information is transmitted from the Software to MINDUS to ensure license compliance. The information transmitted during these periodic updates includes the operating system, license serial number, and other relevant information to verify compliance. If You are unwilling to provide this communication capability, You may opt out of ongoing communication, but You will no longer receive Software updates and search engine configuration updates. If the usage of the Software is considered to be out of compliance with this Agreement, the Software may, without notice, cease to function.

17.2. During the audit process, MINDUS has the ability to personally identify the individual that registered with MINDUS to acquire the Software license (“Registrant”) through the identification number assigned to Your account at the time of registration, by using the personal information the Registrant provided to MINDUS during the registration process. Such personal information will only be used by MINDUS in connection with such audit process.

18. SEVERABILITY

If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

19. GOVERNING LAW

This Agreement is to be governed by and construed in accordance the appropriate law of the Principality of Monaco and the courts of the Principality of Monaco shall have exclusive jurisdiction. And the Courts of the Principality of Monaco will be competent in case of dispute or in litigation of any kind. This clause applies even in case of summary proceedings, incidental claims or multiple defendants.

Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party.

20. ASSIGNMENT

Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by You, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of MINDUS.

21. ENTIRE AGREEMENT

This Agreement contains the entire agreement between MINDUS and You related to the software and supersedes all prior agreements and understandings, whether oral or written. It may be amended only by a writing executed by both parties.

22. DEFINITIONS

“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which MINDUS will deliver the Services or any other products or services defined therein.

“Content”: the audio and visual information, documents, software, products, services, proprietary tools, source code samples, generic templates and reusable components, App Store content, libraries, know-how, techniques and expertise, (i) contained or made available to You in the course of using the Service, or (ii) used or developed by MINDUS in the course of developing or delivering content.

“Customer Data”: any data, information or material, including posts, comments, documents, project information, models, applications, templates, code, widgets, themes, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service, except Services (or parts thereof) and Feedback.

“Customer Deliverables”: means deliverables that are provided by MINDUS as part of Professional Services that: (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order Form or statement of work (“SOW”), the term “Customer Deliverable(s)” does not include Content.

“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.

“IIZI”, “Software”: embodies all the products of the software development platform including iiziGo, its tools, iiziServer and all types of iiziRun.

“License”:

“Party”, “Parties”: You or MINDUS individually (‘Party’) or together (‘Parties’).

“Professional Services”: fee based consulting, quality assurance or training services MINDUS may perform pursuant to a statement of work (“SOW”) or Order Form issued pursuant to these Terms of Use. Each SOW or Order Form shall be deemed part of and subject to these Terms of Use.

“Service”, “Services”: means all products, services of MINDUS, including but not limited to our website and support website, Business Modeler, Business Server, Team Server, Cloud Portal, App Store, (mobile) Apps, Content (as defined above), applications, other software, Support Portal, Forum, Partner Portal, (cloud) hosting services, platform as a service, documentation and manuals, except Customer Data.

“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use.

“You”, “User(s)”: anyone who entered into an Agreement with MINDUS or uses or accesses a Service of MINDUS, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of MINDUS or have been supplied user identifications and passwords by You (or by MINDUS at Your request), even if no charge is due or registration is needed.

17. QUESTIONS OR ADDITIONAL INFO

If You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via email or in writing.

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B. IIZI DEVELOPER LICENSE AGREEMENT

PLEASE READ THE FOLLOWING IIZI DEVELOPER LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING IIZI (“IIZI“, “SOFTWARE“) OR MINDUS SERVICES (“SERVICES”). THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND MINDUS SARL (“MINDUS“). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MINDUS STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS AN IIZI DEVELOPER. PLEASE READ THIS IIZI DEVELOPER AGREEMENT (“AGREEMENT“) BEFORE PRESSING THE “AGREE“ BUTTON AND CHECKING THE BOX AT THE BOTTOM OF THIS PAGE. BY PRESSING “AGREE“, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS “CANCEL“.

1. LICENSE GRANTS

1.1. This is a license agreement and not an agreement for sale. Subject to the terms and conditions set forth in this Agreement, MINDUS hereby grants to You the following limited, non-transferable, perpetual, royalty-free, non-exclusive licenses to use the Software and Services solely as specified in this Agreement. You are granted either a Trial License or a Developer License with Updates and Support. Which version of the Software applies (i.e., Trial License or Developer License with Updates and Support) is determined at the time of the License purchase. Any and all rights in IIZI not expressly granted to You as part of the License hereunder are reserved in all respects by MINDUS.

1.2. Trial Period License. You may download and use the Software for free for thirty (30) days after installation (“Trial Period”). During the Trial Period, MINDUS grants You a limited, non-exclusive, non-transferable, non-renewable license to copy and use the Software for evaluation purposes only and not for any commercial use. At MINDUS’ discretion, MINDUS’ may provide limited support through email or discussion forums at MINDUS web site. The evaluation copy of the Software contains a feature that will automatically disable the Software at the end of Trial Period. MINDUS will have no liability to You if this feature disables the Software.

1.3. License After Trial Period. This Software is licensed, not sold. During the Trial Period, You have the option of paying a license fee in order to use the Software after the expiration of the Trial Period. Upon Your payment of the license fee, MINDUS provides You with a permanent registration number (“License key”) and grants You a limited, non-exclusive, non-transferable license to: i) use the Software on a Named User basis meaning specific individuals are authorized to access the Software and the total number of named users may not exceed the total number licensed by You, ii) copy the Software in machine-readable form solely for archival and backup purposes, iii) freely create and redistribute an unlimited number of install packages to an unlimited number of users.

2. USE OF THE SOFTWARE

You or Your Licensed Developers must all be using IIZI at the same Subscription level and may not exceed the number of seats You have purchased from MINDUS hereunder. A Developer Account is specific to the Licensed Developer who creates it; such Licensed Developer is the only one authorized to use his/her Developer Account. Licensing of the Software is based on monthly usage. MINDUS will notify You when use of IIZI under a Developer Account approaches Your allowable monthly limit(s). If such monthly usage exceeds the amount for which You have paid, access to that Developer Account will be suspended unless or until (i) You pay the applicable fees for an upgrade to higher usage limits; or (ii) a new billable month begins. You are solely responsible for obtaining and maintaining all computer hardware, internet access and internet services necessary to access and use IIZI.

3. LICENSE RESTRICTIONS

Except as specifically permitted in the terms of this Agreement You may not (and You may not allow any of Your Licensed Developers to):

(i) copy, modify, adapt, translate, or otherwise create derivative works of IIZI, MINDUS Intellectual Property (including the Software) or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who MINDUS engages to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide IIZI;

(ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of IIZI or MINDUS Intellectual Property, except as expressly permitted by the law in effect in the jurisdiction in which You are located;

(iii) rent, lease, sell, resell, assign, sublicense, or otherwise transfer rights in or to IIZI or MINDUS Intellectual Property, or make IIZI or MINDUS Intellectual Property available on a “service bureau” basis or (except as otherwise provided for in this Agreement) otherwise allow any third party to use or access any of the foregoing;

(iv) remove or modify any proprietary notices, legends, or labels on IIZI or MINDUS Intellectual Property;

(v) use, post, transmit, or introduce into IIZI or MINDUS Intellectual Property any device, software, virus, worm, back door, Trojan Horse, similar harmful code, or routine which interferes or attempts to interfere with the operation of IIZI or MINDUS Intellectual Property;

(vi) use or access IIZI or MINDUS Intellectual Property in a manner that: (a) violates any Applicable Laws; (b) violates the rights of any third party; (c) purports to subject MINDUS to any other obligations; or (d) for any purpose not specifically permitted in this Agreement;

(vii) access IIZI for the purpose of bringing an intellectual property infringement claim against MINDUS; or

(viii) use IIZI in any situation where failure or fault of IIZI could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, You may not use, or permit any other person to use, IIZI in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices.

4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

This Agreement gives You limited rights to use the Software. MINDUS retains all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by MINDUS. The structure, organization and code of the Software are valuable trade secrets and confidential information of MINDUS.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

5.1. To access IIZI, You or Your Licensed Developers must each create a Developer Account associated with a valid e-mail address. No individual may create or have open more than one (1) Developer Account at any given time. No one may authorize other individuals to access IIZI under their Developer Account. You will notify MINDUS immediately if You believe an unauthorized third party may be using Your, or Your Licensed Developers’, Developer Account. MINDUS will not be liable for any loss resulting from an unauthorized person using a Developer Account, passwords or any assigned credentials.

5.2. You or Your Licensed Developers agree that all information You submit to IIZI and MINDUS is accurate and that You will keep it current. If We have grounds to suspect that Your profile information is untrue, inaccurate or incomplete, We have the right to suspend or terminate Your access to IIZI. It is Your responsibility to maintain the confidentiality of Your Developer Account password, and You are responsible for any activities that occur in Your Developer Account. You agree that We may send You important information and notices regarding IIZI and Your Developer Account by email, text messaging or other means based on the information You provide to Us.

IIZI may also be accessed via Facebook, Live ID, Google, Yahoo, LinkedIn and Active Directory authentication services that facilitate sign in to web sites and conduct of e-commerce transactions. The use of these third party authentication services by You or Your Licensed Developers will be subject to the service agreement You/Your Licensed Developers entered into as a condition of signing up for the applicable authentication service.

6. TERMINATION

6.1. You must maintain an active Subscription for each Developer Account to continue using IIZI. This Agreement and the License granted hereunder may be renewed for successive Subscription periods pursuant to the applicable Subscription purchased, until terminated in accordance with this Section. If You do not maintain an active Subscription, this Agreement, including any Additional Terms and the Licenses granted hereunder and thereunder, along with Your and Your Licensed Developer’s use of and access to IIZI, will terminate.

If You have obtained a free Subscription, MINDUS reserves the right at any time to modify or discontinue, temporarily or permanently, such free Subscription and Your access to IIZI thereunder with or without notice. Unless modified or discontinued by MINDUS in its sole discretion, Your free Subscription shall continue until the termination of the free trial of thirty (30) days, until You cancel or upgrade to a paid Subscription for IIZI.

If You have obtained a paid Subscription, payment is non-refundable, even if You or Your Licensed Developers stop using IIZI. If You upgrade Your Subscription, the upgrade will take effect immediately, You will be charged and must pay the applicable fee, and the term of Your Subscription period may be extended, as described at the time You upgrade. You generally may not downgrade a Subscription and there is no automated mechanism available to You by which to downgrade. Downgrades require MINDUS’ approval and assistance and will result in the loss of Your Content and/or Application(s). Please contact MINDUS at info@mindus.co if You wish to request a downgrade. If You downgrade Your Subscription, unless otherwise specified, the downgrade will take effect at the end of the term of Your existing Subscription period.

6.2. Automatic Renewal of Paid Subscription. UNLESS YOU OR YOUR LICENSED DEVELOPERS SET THE SUBSCRIPTION AUTO RENEWAL PREFERENCE TO “OFF” IN THE DEVELOPER ACCOUNT PRIOR TO THE END OF YOUR EXISTING SUBSCRIPTION PERIOD, YOUR PAID SUBSCRIPTION WITH RESPECT TO THAT ACCOUNT WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE MINDUS (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO THE PREVIOUS SUBSCRIPTION PERIOD.

Subscription fees and features may change over time. Your Subscription will be renewed at the level MINDUS, in its sole discretion, identifies as being closest to Your previous Subscription.

6.3. Promotional and Trial Offers. MINDUS may offer trial or promotional Subscriptions (“Promotional Subscriptions”) for IIZI. Unless otherwise specified, a Promotional Subscription will remain active only for as long as You maintain an active, paid Subscription to IIZI, or other software or service which formed the basis of Your eligibility for the Promotional Subscription. MINDUS reserves the right at any time to modify or discontinue, temporarily or permanently, any Promotional Subscription and Your access to IIZI thereunder with or without notice.

6.4. Unless otherwise prohibited by law, and without prejudice to MINDUS’ other rights or remedies, MINDUS shall have the right to terminate this Agreement and the Licenses granted hereunder immediately if: (i) You breach any of the terms of this Agreement, (ii) if MINDUS’ relationship with a third-party vendor or hosting partner who provides software, services, or other technology that MINDUS’ uses to provide the IIZI expires, terminates or requires MINDUS to change the way in which such software, services, or other technology is provided as part of the IIZI, (iii) if MINDUS believes providing the IIZI could create a substantial economic or technical burden or material security risk for MINDUS, (iv) in order to comply with the law or requests of governmental entities, or (v) if MINDUS determines Your use of, or MINDUS’ provision of, the IIZI has become impractical or unfeasible for any legal or regulatory reason.

6.5. Unless otherwise specified in the Additional Terms, upon cancellation, suspension or termination, all Licenses granted to You hereunder shall terminate automatically, Your right to use IIZI including any/all downloaded/locally installed Software, shall cease. MINDUS will then hold Your Content and Application(s) for a period of 30 days, during which You will be provided with a reasonable opportunity to collect Your Content and Application(s). After the end of the 30 days period Your Content and Application(s) will be deleted. You are solely responsible for backing up Your Content and Application(s). Except in the case of termination by MINDUS for Your breach of the terms of this Agreement, You may create a new Developer Account and obtain a new Subscription following the expiration or termination of Your Subscription.

7. CONFIDENTIALITY

Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent, except for the purpose of performing its obligations under this Agreement or if required by law, regulation, or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.

8. PRIVACY

8.1. Information Use and Disclosure by MINDUS. With respect to IIZI, MINDUS may access or disclose information about You, Your Licensed Developers, Developer Accounts and/or the content of Your or Your Licensed Developers’ communications in order to (i) provide, operate, and improve IIZI; (ii) comply with Applicable Laws or respond to lawful requests or legal process; or (iii) protect the rights or property of MINDUS or our customers, including the enforcement of MINDUS’ agreements or policies governing the use of IIZI. Personal data collected or otherwise processed by MINDUS in the performance of services related to IIZI may be transferred to, and stored and processed in, Monaco or any other country in which MINDUS or its affiliates or service providers maintain facilities. For more information on the privacy practices of these IIZI, read the privacy statement at the “Privacy Policy”.

8.2. Collection and Use of Data. MINDUS uses tools to deliver certain features and extensions related to IIZI, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of IIZI as further described in the most current version of the Privacy Policy. By Your acceptance of the terms of this Agreement and/or use of IIZI, You agree that MINDUS may collect and use technical and related information, including but not limited to technical information about Your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the IIZI. MINDUS may use this information, as long as it is in a form that does not personally identify You, to improve our products or to provide services or technologies to You.

9. INDEMNIFICATION

To the extent permitted by Applicable Law, You will indemnify, hold harmless, and defend MINDUS and its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, lawsuits, and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages, settlements, penalties, fines, and other liabilities resulting from such Claims, that arise or result from: (i) Your breach of this Agreement; (ii) Your / Your Licensed Developers’ use of IIZI; (iii) Your violations of Applicable Laws or obligations of privacy to any third party; (iv) any representations and warranties made by You concerning any aspect of IIZI to any third party; and/or (v) any claims with respect to acts or omissions of any third party in connection with IIZI.

MINDUS will provide You with written notice of any Claim. You shall have the right to control and direct the defense of such Claim. You shall not agree to any settlement or consent to judgment that requires any admission of liability or payment of monies by MINDUS without MINDUS’ prior written consent. MINDUS shall have the right, at its expense, to retain counsel and participate in defense of the Claim strictly on a monitoring basis.

Notwithstanding the foregoing, if You fail to respond in writing within ten (10) days after receiving notice of a Claim from MINDUS, stating that You will fulfill Your obligations pursuant to this Section, then MINDUS shall have the right to assume the exclusive defense of the Claim (including, without limitation, the investigation, trial, settlement, appeal, and payment of any Losses) solely at Your expense. You will fully cooperate in the defense of any Claim.

10. WARRANTY DISCLAIMER

10.1. YOUR USE OF IIZI IS AT YOUR SOLE RISK. IIZI IS PROVIDED “AS IS”, "WITH ALL FAULTS" AND “AS AVAILABLE”. YOU BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF APPLICATIONS AND CONTENT FROM IIZI. MINDUS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO IIZI OR SERVICES (IF ANY). YOU UNDERSTAND THAT MINDUS USES AFFILIATES, THIRD-PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, AND RELATED TECHNOLOGY REQUIRED TO RUN IIZI THAT MINDUS IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED BY SUCH THIRD PARTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MINDUS DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT MINDUS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

10.2. MINDUS warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions that may affect its rights to do so.

10.3. MINDUS cannot guarantee that the Software will work at all times. If You change Your operating system, the software may not work anymore. You acknowledge and agree that such changes are fair and reasonable.

10.4. You should make sure that it is legal to use the Software in Your country or jurisdiction. MINDUS only provides a license for You to use the software. It is Your responsibility to make sure that You are allowed to use the Software.

10.5. MINDUS reserves the right at any time to cease the support of the Software and to alter prospectively the prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL MINDUS’ LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS OF USE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MINDUS TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. MINDUS SHALL HAVE NO LIABILITY SHOUD YOU FAIL TO COMPLY WITH ANY OF ITS OBLIGATIONS INDICATED HEREIN, AS WELL AS IN CASE OF DAMAGE CAUSED BY YOU TO THIRD PARTIES THROUGH THE USAGE OF IIZI OR MINDUS SERVICES. MINDUS CAN UNDER NO CIRCUMSTANCES TO BE HELD LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT THAT YOU COULD SUFFER ACCORDING TO THE TERMS HEREIN, AND NOTABLY INCLUDING (i) ANY LOSS OF DATA, (ii) LOSS OF CLIENTELE, (iii) LOSS OF SALES FIGURE, (iv) LOSS OF GAINS, (v) COMPUTERIZED FRAUD BY A THIRD PARTY, (v) IMAGE DAMAGE, BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF MINDUS AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS. EXCEPT IN CASE OF INTENTIONAL O WRONGFUL MISCONDUCT, OR BODILY INJURY, THE LIABILITY OF MINDUS IS EXPRESSILY LIMITED, WITH ALL DAMAGES TAKEN TOGETHER, TO THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO MINDUS.

12. MAINTENANCE PLAN

12.1. At any time prior to the expiration of Your Maintenance Plan and 14 days after, You may purchase an extension to the current Maintenance Plan. This additional Maintenance Plan will extend the availability of Your current Maintenance Plan for a period of time beginning with the date when Your Maintenance Plan expires.

12.2. For a limited time after the expiration of Your Maintenance Plan, You may purchase a renewal of Your Maintenance Plan. This will provide You with a new Maintenance Plan that will begin at the date the renewal is purchased.

12.3. If You do not purchase any additional Maintenance Plan, You will still have the right to use the existing Software but You will lose the right to technical support and Software updates and upgrades as of the date Your current Maintenance Plan expires.

12.4. For customers that purchase or already own multiple licenses, a Maintenance Plan must be purchased for each license.

12.5. Technical support is provided via electronic mail at the address specified on the web site. MINDUS will use its best efforts to provide You with technical support within forty-eight (48) business hours of Your request. Please check our website to find our latest contact information.

12.6. The latest information is provided on the web site at: https://support.mindus.co. Please refer to the following web page for additional information regarding Maintenance Plans, prices and more.

13. SUPPORT

Except as provided herein, support for the Software is provided to You free of charge while Your current Maintenance Plan is valid. If MINDUS discontinues any version of the Software, MINDUS reserves the right to limit or cease product support and updates for such discontinued version. MINDUS reserves the right to discontinue free support with thirty (30) days written notice posted to the MINDUS or the Software web site.

14. HIGH RISK ACTIVITIES

The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). MINDUS and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

15. NOTICE

MINDUS may give notice by means of a general notice on the Software, electronic mail to Your e-mail address on record in MINDUS’ account information, or by written communication sent by first class mail or pre-paid post to Your address on record in MINDUS’ account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to MINDUS (such notice shall be deemed given when received by MINDUS) at any time by a letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to MINDUS at the following address: MINDUS, 1 Rue du Gabian, 98 000 Monaco, MONACO, in either case, addressed to the attention of: Chief Executive Officer.

16. FORCE MAJEURE

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

17. MODIFICATION TO TERMS

MINDUS reserves the right, at its sole discretion, to modify the terms of this Agreement, including any Additional Terms or any other terms that apply to IIZI to, for example, reflect changes to the law or changes to IIZI. You should look at the terms of this Agreement regularly. MINDUS will post notice of modifications to the terms of this Agreement at https://www.mindus.com/license-agreement or policies referenced herein at the applicable URL for such policies. If You use IIZI after changes are posted, You will be deemed to have accepted them. If You do not agree to the modified terms of the Agreement or changes to other policies, You should discontinue Your use of IIZI, which termination is Your sole and exclusive remedy.

18. THIRD-PARTY SITES AND SOFTWARE

18.1. The Software may direct You to third-party Web sites. MINDUS does not control, endorse, or guarantee content, including software, data or other information found on such third-party sites. You agree that MINDUS is not responsible for any content, associated links, resources, or services associated with a third-party site. You further agree that MNDUS shall not be liable for any loss or damage of any sort associated with Your use of third party content. Access to these sites is provided for Your convenience only.

18.2. The Software contains third-party software such as Eclipse. By accepting this EULA, You are also accepting the additional terms and conditions with respect to such software, if any, forth herein.

19. AUDIT RIGHTS

19.1. MINDUS audits Your use of the Software to verify compliance with this Agreement. The Software is configured to enable periodic HTTPS communication with MINDUS. During this communication, license information is transmitted from the Software to MINDUS to ensure license compliance. The information transmitted during these periodic updates includes the operating system, license serial number, and other relevant information to verify compliance. If You are unwilling to provide this communication capability, You may opt out of ongoing communication, but You will no longer receive Software updates and search engine configuration updates. If the usage of the Software is considered to be out of compliance with this Agreement, the Software may, without notice, cease to function.

19.2. During the audit process, MINDUS has the ability to personally identify the individual that registered with MINDUS to acquire the Software license (“Registrant”) through the identification number assigned to Your account at the time of registration, by using the personal information the Registrant provided to MINDUS during the registration process. Such personal information will only be used by MINDUS in connection with such audit process.

20. SEVERABILITY

21. GOVERNING LAW

Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party.

22. ASSIGNMENT

23. ENTIRE AGREEMENT

24. DEFINITIONS

“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which MINDUS will deliver the Services or any other products or services defined therein.

“Applications”: mean web or other software services or applications developed by Licensee that utilize or interact with the Software and are authorized to be sold pursuant to this Agreement.

“Customer Deliverables”: means deliverables that are provided by MINDUS as part of Professional Services that: (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order Form or statement of work (“SOW”), The term “Customer Deliverable(s)” does not include Content.

“Developer Account” means an account specific to one of Your Licensed Developers through which the Licensed Developer accesses the Software for Your benefit or on Your behalf.

“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.

“IIZI”, “Software”: embodies all the products of the software development platform including iiziGo, its tools, iiziServer and all types of iiziRun.

“Intellectual Property” or “Intellectual Property Rights” means all inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know-how, copyrights, and other industrial or intangible property rights of a similar nature; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions, and renewals of any such grant, registration, and/or right.

“License”:

“Licensed Developer”, "Registrant”: means You or an individual person, employee or third-party consultant authorized to develop and use the Software for You in accordance with this Agreement. Each Licensed Developer must register their own Developer Account and may not use the Software except under the terms of this Agreement.

“Maintenance Plan” is a time-limited right to technical support and Software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the Software. MINDUS will not provide You with generic consultation, assistance, or advice under any other circumstances.

“Subscription” means Your subscription to the Software pursuant to the terms of this Agreement. Subscription is further limited to the specific level of service to which You have subscribed.

“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use.

25. QUESTIONS OR ADDITIONAL INFO

If You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via info@mindus.co.

TERMS AND CONDITIONSLICENSE AGREEMENTS

A. MINDUS GENERAL LICENSE AGREEMENT

B. IIZI DEVELOPER LICENSE AGREEMENT

TERMS AND CONDITIONS
LICENSE AGREEMENTS