These Terms apply to your account with Lemoine and to our Offerings and constitute a binding contract between us.

For the purposes of these terms, “Lemoine” refers to Lemoine Development Corporation, Mach2D Solutions Inc., and any entity wholly owned or operated by them. This definition excludes all independent resellers, including but not limited to Lemoine Limited (UK) and Lemoine Europe (Italy), which operate as separate legal entities.

1. Acceptance

By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree to these Terms, you must not access or use our Offerings.

These Terms include and incorporate by reference our Privacy Statement, which explains how we collect, use, and protect your personal information in connection with our Offerings.

You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself. Additional capitalized terms are defined in these Terms, including in Section 18 (Definitions) below.

2. Special Terms

Some Offerings may be subject to special terms set forth in the Documentation for the Offerings (“Special Terms”).

You agree to the Special Terms, if any, for an Offering that You subscribe to, access, or use.

3. Return for Refund

For a limited period, if You (a) object to any of these Terms, (b) object to any Lemoine terms of purchase or auto-renewal applicable to the purchase or renewal, or (c) are dissatisfied (for any reason) with the Offering to which You subscribed, You may return the Offering and may qualify for a refund, as outlined in our Return Policy.

4. Your Account

You are responsible for anyone who obtains, accesses, or uses Offerings through You or Your account (including Your Authorized Users) and their compliance with these Terms as though each of them is You. In certain cases, Your Authorized Users may be required to set up individual accounts or agree to applicable terms in order to obtain, access, or use Offerings, but You remain responsible.

5. Privacy

Lemoine is committed to protecting Your privacy and letting You know what Lemoine will do with Your personal data. Lemoine’s Privacy Statement sets forth how Lemoine may collect, use, store and process personal data of or relating to You.

6. Offering Term

Each subscription to an Offering is for a fixed, limited time period (the “Offering Term”). The length of the Offering Term will be indicated in the Offering Identification. Certain subscriptions may renew automatically. If you would like to cancel any automatic renewal, contact your seller directly.

7. Offerings

7.1 Rights to Offerings

For any Offering consisting of Software or a Service that Lemoine makes available or provides to You, and subject to compliance with these Terms and all payment obligations, including any taxes and other fees, Lemoine grants to You a non-exclusive right to use the Offering (and permit Your Authorized Users to use the Offering) solely (a) during the Offering Term, (b) in accordance with any applicable Special Terms, and (c) within the scope of Your subscription, including the permitted number, Offering Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification does not specify those attributes, the Offering will have the attributes of a Trial Version.

Except as expressly authorized by these Terms, or as otherwise expressly permitted in writing by Lemoine, You will not:  (i) reproduce, modify, adapt, translate, port, or create derivative works of all or any portion of any Offering, except as expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary, or (ii) sublicense, transfer, distribute, transmit, sell, lease, rent, loan, or otherwise make available all or any portion or functionality of any Offering to a third party (whether on a service bureau basis or otherwise).

Any Software (including any Update or Upgrade) that Lemoine makes available or delivers to You is licensed for a limited subscription period, not sold. You may make one archival copy of the Software You subscribed to solely for Your backup and archival purposes for the duration of the Offering Term.

7.2 Additional Software License Terms
If you download, install, or otherwise access Lemoine software that is locally executed, such use may also be governed by a separate License and Service Agreement (LSA) presented at the time of installation or first use. By proceeding with installation or access, you agree to be bound by that LSA. In the event of a conflict between the LSA and these General Terms, the LSA will govern with respect to the applicable software.

7.3 Access to Software and Services

Subject to compliance with these Terms, Lemoine will, during the Offering Term, make Offerings available to You through Your account or other electronic means. Lemoine will not be liable for any losses or other liability incurred by You or others due to sending Your account information to an incorrect address. You may be required to log into Your account or provide Lemoine additional information to activate, access, or use an Offering. Some Offerings may cause Your computers or other devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate the proper use of Your subscription, provide You with access to services (including third-party services), or download and install Updates or Upgrades, all without further notice to You. You and Your Authorized Users agree to such connection and to validation of Your subscription and to the automatic downloading and installation of Updates and Upgrades. You may not be able to adjust Your Update or Upgrade settings for certain Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering.

During the Offering Term, Lemoine may make available or deliver Updates or Upgrades to Software. You will promptly install any mandatory Updates.

7.4 Lemoine APIs

In connection with an Offering, you may have access to standard application programming interfaces, software development kits, tools, libraries, scripts, sample source code and similar developer material (collectively, “APIs”). Unless otherwise specified in the applicable Special Terms (including Documentation), You may use the APIs only (a) for the Offering for which you have a subscription and for which the APIs are provided, (b) during the Offering Term, (c) in accordance with the Special Terms (including Documentation) specific to the APIs, and (d) to develop applications, services, modules, or components solely for Your internal business use.

7.5 Use of Third-Party Material and Services

Lemoine may provide You with content, designs, models, data sets, project information, documents, libraries, audio, links, data, applications and other software, services, or other material of a third party (collectively, “Third-Party Material/Services”) in connection with Offerings. Any Third-Party Material/Services may be governed by different terms found in or with such Third-Party Material/Services (for example, in the “About Box,” a .txt file, or accompanying license terms), on a registration page of a third party, or in the Special Terms (including Documentation) for the Offering for which the Third-Party Materials/Services are provided (collectively, “Third-Party Terms”). If there are no Third-Party Terms, Your use will be (a) subject to the same terms as the Offering for which You received the Third-Party Material/Services, (b) solely in connection with Your use of such Offering, and (c) limited to the Offering Term. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms. Lemoine will have no responsibility for, and makes no representations or warranties regarding, (i) any Third-Party Material/Services or Your use of Third-Party Material/Services, and (ii) any Third-Party Terms or Your compliance with such Third-Party Terms.

7.6 Use of Your Content

In order for You to access or use certain Offerings, or for Lemoine to provide You with certain services, You may wish to upload or otherwise share Your Content. Lemoine personnel will not use Your Content except (a) at Your request, or with Your consent; (b) in connection with providing and improving Offerings (including maintaining, securing, updating, or otherwise modifying Offerings); or (c) in connection with legal obligations, enforcement, investigations, or proceedings. When You provide or make accessible Your Content, You authorize Lemoine and its designees to use, reproduce, modify, distribute and make available Your Content in connection with providing You with Offerings and the other activities contemplated by these Terms.

7.7 Collaboration and Sharing of Your Content

An Offering may feature links to Third-Party Material/Services. Such links are provided as a convenience to You. Lemoine does not monitor or control what such third parties will do with Your Content. You are responsible for ensuring the appropriate level of access to Your Content by any third party. If You authorize any of Your Content to be shared with any third party, Lemoine may make Your Content available to such third party; Lemoine will, however, have no responsibility or liability for the actions of such third party.

8. Trial Versions

Lemoine may make available or deliver Offerings (or features of an Offering) described as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta,” or another similar designation (collectively, “Trial Versions”). Except as expressly set forth in the Documentation for the Trial Version or applicable Special Terms, (a) you may access or use the Trial Version only for a period of 30 days from download or receipt, (b) Your use will be limited to non-commercial evaluation purposes, (c) the use of a Trial Version will be only by You as an individual or, if You are an entity, by one named employee, and (d) the Trial Version may only be used within the Territory where You acquired the Offering. Notwithstanding any other provisions in these Terms, (i) Lemoine makes no commitments with respect to Trial Versions, including any commitment to continue any Trial Version or to convert any Trial Version into an Offering; (ii) Lemoine constantly conducts research to improve our Offerings and makes no commitment that such research will be commercially released in an Offering; and (iii) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Subscriptions to Trial Versions do not include subscription Benefits, and Lemoine reserves the right, without any further notice, to end any Trial Versions at any time.

9. Feedback

If You provide Lemoine with ideas for improvement, suggestions, or other feedback (collectively, “Feedback”), You hereby grant to Lemoine a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback and any Offerings using the Feedback.

10. Limitations on Use

10.1 Offerings are tools

The Offerings are tools and are intended only to assist You with Your design, manufacturing, analysis, simulation, estimation, testing and other activities and are not a substitute for Your professional judgment. You acknowledge that the Offerings may not have been designed or tested for Your specific use, and the Offerings and Output may not achieve the results You desire within Your constraints. It is Your responsibility to (a) determine whether the use of an Offering is appropriate for Your purposes, (b) determine the appropriate use for the Offerings, and (c) select the Offerings and other computer programs and materials, in each case to help achieve Your intended results or Output. You acknowledge that as between You and Lemoine, You are solely responsible for (i) Your (including Your Authorized Users’) use of the Offerings and any results produced by the Offerings, including any Output, and (ii) establishing the adequacy of independent procedures for testing the reliability, safety, accuracy, completeness, compliance with applicable legal requirements and industry standards, and other characteristics of any Output, including insights, recommendations, and all items designed with the assistance of the Offerings. Lemoine will not be responsible or liable in any manner whatsoever for the results obtained through use of the Offerings, including any Output.

10.2 Acceptable Use of Offerings

You will access and use (and permit access to and use of) Offerings only in compliance with the Acceptable Use Policy and all applicable laws.

11. Confidentiality

You or Lemoine (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect its own confidential information of like kind (but in no event less than reasonable care) and will (a) use the Confidential Information of the Disclosing Party only in connection with Offerings, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Offerings and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Lemoine may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Lemoine, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your Confidential Information.

12. Lemoine Proprietary Rights

You acknowledge and agree that Lemoine and its licensors and suppliers will have ownership of and all rights with respect to (a) the Offerings, Documentation, APIs, and other information or material made available to You by Lemoine, including any copies of the foregoing, (b) any materials or other information based on, derived from, or otherwise using any of the foregoing (including Metrics), and (c) all rights under trade secrets, copyrights, trademarks, patents, and any other intellectual property or proprietary rights relating to any of the foregoing. The structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of the Offerings and the APIs constitute proprietary and confidential information of Lemoine, and You will not disclose such information to third parties, or use such information for any purpose other than as required for ordinary-course access to and use of the Offerings as set forth in these Terms, without Lemoine’s prior written consent. You will not access or attempt to access the Offerings by any means other than the interface Lemoine provides or authorizes. You will not engage in any decompiling, disassembling, or other reverse engineering, or otherwise attempt to discover, learn, or study the structure or organization, underlying algorithms or other internals, protocols, data structures or other externals, or the source code of the Offerings or APIs, except as expressly permitted under applicable law notwithstanding a contractual prohibition to the contrary. Lemoine may make available or provide access to other confidential and proprietary information (either marked as such or understood to be such under the circumstances) to enable Your access or use of the Offerings, and any such information will be deemed to be Lemoine Confidential Information.

You have only the rights expressly granted to You under these Terms. All rights not expressly granted are reserved by Lemoine and its licensors and suppliers; Lemoine and its licensors and suppliers expressly disclaim (and You agree not to assert) any other rights.

You will not take any action, or authorize, encourage, or assist any third party to take any action, inconsistent with this Section 12.

13. Limited Warranty, Disclaimers, Limitations on Liability

13.1 Limited Warranty

Lemoine warrants that, for any paid subscription, as of the date on which the subscribed-for Offering is made available to You and for 90 days thereafter or, if the Offering Term is shorter, such shorter period (“Warranty Period”), the Offering will provide the general features and functions described in the end-user Documentation for the Offering. Lemoine’s entire obligation and liability, and Your sole and exclusive remedy, for Lemoine’s breach of this warranty will be for Lemoine, at its option, (a) to attempt reasonably to remedy the breach or (b) to refund the amounts received for the affected subscription and terminate such subscription. You will bring any warranty claim for any Offering within its applicable Warranty Period, and any warranty claims You bring after such Warranty Period will be excluded.

13.2 Disclaimers

Except for the express limited warranty set forth in Section 13.1 (Limited warranty) and any express warranties described in any applicable additional agreement or special terms, to the maximum extent permitted by applicable law:
(a) the offerings (including any related software, cloud service, documentation, APIs, or other materials) are provided “as is,” “with all faults,” and without warranty or condition of any kind; and
(b) Lemoine and its licensors and suppliers make, and you receive, no warranties, representations, conditions, or commitments of any kind, express or implied, oral or written, with respect to any of the offerings or any output, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, or quiet enjoyment; any warranties or conditions implied by statute; or any warranties or conditions based on a course of dealing, usage of trade, or industry standards.

Any statements made by Lemoine or its agents, representatives, or service providers—whether about functionality, performance, or other aspects of the offerings or output—are for informational purposes only and do not constitute a warranty or guarantee unless explicitly stated in these terms. Lemoine and its licensors and suppliers do not guarantee that: (i) the offerings or output will be uninterrupted, error-free, or meet any specific performance criteria; (ii) your content will not be lost or damaged; or (iii) any errors or issues will be resolved in a particular way. References to “unlimited” use or storage are subject to technical limitations, and availability may vary by region or language.

13.3 Limitations on liability

To the fullest extent permitted by law, neither Lemoine nor its licensors or suppliers will be liable for any incidental, special, indirect, consequential, or punitive damages; loss of profits or revenue; business interruption; cost of substitute goods or services; failure of output; or loss, corruption, or deletion of data or your content.

The total cumulative liability of Lemoine and its licensors and suppliers for any offering or related output will not exceed the greater of:
(a) the amount paid by you for the offering in the one-year period preceding the event giving rise to the liability; or
(b) US $1,000.

You acknowledge and agree that these disclaimers and limitations are a fundamental part of the agreement between you and Lemoine. They apply to all claims regardless of the legal theory (contract, tort, negligence, indemnity, statute, or otherwise) and even if a limited remedy fails its essential purpose.

14. Term, Termination, Suspension

These Terms become effective on the first date accepted in accordance with Section 1 (Acceptance) above and continue in effect indefinitely unless terminated in accordance with the provisions of these Terms, including this Section 14.

14.1 Your Right to Terminate

You may terminate Your subscriptions and these Terms if Lemoine is in material breach of these Terms and fails to cure such breach within 30 days after written notice of the breach.

14.2 Lemoine’s Right to Terminate or Suspend a Subscription or Account

Lemoine may terminate (or disable or suspend Your access to and use of) any or all of Your subscriptions or other Offerings, or terminate these Terms and Your account, if (a) You have no current paid subscriptions; (b) You have failed to timely pay any amounts (including fees and taxes) owing to Lemoine; (c) You (including any of Your Authorized Users) are otherwise in material breach of these Terms and fail to cure such breach within 30 days after written notice of the breach; or (d) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting Your creditors (including an assignment for the benefit of creditor) or commence a process of liquidation. These Terms will automatically terminate without further notice or action by Lemoine if You go into liquidation. Lemoine may also immediately disable or suspend Your access to and use of Offerings and Your Content if Lemoine believes in good faith that Your (or Your Authorized Users’) conduct or failure to act, or Your Content, may (i) pose a security risk, constitute illegal activity, or otherwise adversely impact Offerings, systems, or other users, (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections, or (iii) subject Lemoine, or its suppliers, resellers, distributors, users, or any similar third parties, to liability.

14.3 Effect of Termination of Subscription

Upon expiration or termination of a subscription or other Offering for any reason, Your rights with respect to that Offering, including any related Software license, Service access, and Benefits, will end. At that time, You will stop all access to and use of the Offering and uninstall any and all copies of materials related to such Offering (including any related Software, Documentation, APIs, or other material from Lemoine). In addition, at Lemoine’s request, You will destroy any such copies or return them to Lemoine or the party from which You acquired the Offering. You will retain proof that You returned or destroyed all such copies.

14.4 Effect of Termination of Terms or Account

Upon any termination of these Terms for any reason, (a) Your account and Your subscriptions and other Offerings, including those of Your Authorized Users, will immediately terminate, and (b) the effects described above with respect to expiration or termination of a subscription or other Offering will apply to all subscriptions and other Offerings attached to Your account. Your payment obligations, Your responsibility for anyone who obtains, accesses, or uses Offerings through You or Your account (including Your Authorized Users) (including the responsibility described in Section 4 (Your Account)), and the following sections of these General Terms will survive termination for any reason: Section 7.3 (Lemoine APIs); Section 7.4 (Use of Third-Party Material and Services); Section 7.5 (Use of Your Content); Section 7.6 (Collaboration and Sharing of Your Content); Section 9 (Feedback); Section 10 (Limitations on Use); Section 11 (Confidentiality); Section 12 (Lemoine Proprietary Rights); Section 13.2 (Disclaimers); Section 13.3 (Limitations on Liability); Section 14.3 (Effect of Termination of Subscription); this Section 14.4; Section 17 (Miscellaneous), including Section 17.4 (Lemoine Party, Governing Law, Dispute Resolution); Section 18 (Definitions); and Section 19 (Country/Jurisdiction-Specific Terms).

15. Miscellaneous

15.1 Changes to the Offerings

Lemoine reserves the right from time to time to (a) modify, discontinue, or substitute an Offering (including any Benefits, features, functionality, or supporting services related to the Offering), or (b) add or modify license keys, authorizations or other means of controlling or measuring access to or use of the Offerings. Lemoine will endeavor to notify You of any major changes to an Offering in the applicable release notes or other Documentation for the Offering.

15.2 Changes to Terms

To the maximum extent permitted by applicable law, Lemoine reserves the right from time to time to (and You acknowledge that Lemoine may) modify these Terms. Lemoine will endeavor to notify You of any changes to these Terms (“Terms Modification Notice”), including by posting to this site. It is your responsibility to regularly check this site for updates, including Terms Modification Notices. Except as otherwise expressly set forth in these Terms, if any modification to the Terms has a material adverse effect on You and You do not agree to the modification, You may reject the modification by notifying Lemoine of the rejection within 30 days of the Terms Modification Notice. If You reject a modification under these circumstances, (a) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy, or legal compliance reasons, in which case the modification will be effective immediately) until the end of the applicable Offering Term, and (b) Your rights to such Offerings, including any related subscription Benefits, will then terminate.

You acknowledge that Your commitments with respect to the Offerings and subscription Benefits are not contingent on delivery of future features or functionality (or oral or written statements about future features or functionality).

15.3 Language of Terms, Interpretation

The English language version of these Terms will be the version used when interpreting or construing these Terms, and any notices or other communications in connection with these Terms will be provided in the English language. Any reference in these Terms to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in these Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.

15.4 Force Majeure

Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, pandemic, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts or orders of civil and government authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

15.5 Export

When You obtain, access or use an Offering, You will comply with the export control and international trade laws and regulations of Canada and of any other country whose laws apply to You or Your Content.

15.6 Verification of Compliance

Lemoine reserves the right to verify Your compliance with these Terms and may, at its discretion, do so by providing you with a report regarding Your noncompliant use of Offerings and/or by conducting a remote or on-site audit (any such action, a “Verification”).

If a remote or on-site audit is required, Lemoine or its representative will provide You electronic written notification. You must use a Lemoine-approved tool to gather information from all devices accessing Your Offerings and obtain any necessary access and consent from Your Authorized Users. Within 15 calendar days of audit notification, You must submit Your audit results to the notifying party. Audit results must include machine IDs, serial numbers, Lemoine IDs, NT/Windows username, device ID and other information relating to Your Offerings.

If, through a Verification, Lemoine determines You are in violation of these Terms, You must immediately purchase new Offerings at least equal to the total of the value of the identified noncompliance and Lemoine’s reasonable costs to complete the Verification.

Failure to comply with this Section 15.6 is a material breach of these Terms. Lemoine reserves the right to suspend and/or terminate Your access to Offerings as set forth in Section 14.2 (Lemoine’s Right to Terminate or Suspend a Subscription or Account) above.

15.7 Assignment

You may not assign or otherwise transfer these Terms or Your rights or obligations under these Terms (whether by operation of law or otherwise) without Lemoine’s prior written consent, and Lemoine may terminate these Terms (including Your rights under these Terms) if You are acquired by, or come to be controlled by, any other person or entity (whether by acquisition of shares, merger, or other transaction) without such written consent of Lemoine. Lemoine may assign or otherwise transfer these Terms (without Your consent or notice to You) as part of a reorganization, merger, sale of assets or other transaction that involves all or a portion of the Offerings or related business.

15.8 Severability

If and to the extent any provision of these Terms is held unenforceable under applicable law, (a) such provision will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in these Terms, and (b) such provision will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction.

15.9 Notices

Except as otherwise expressly stated in these Terms (including any Additional Agreement or Special Terms), any notices by Lemoine to You will be provided (a) by email to the registered email address associated with Your account, (b) by postal mail or delivery service to the address associated with Your account, or (c) in any other manner deemed reasonable by Lemoine that involves specific notification to You. Notices from Lemoine to You will, (i) in the case of notices by email, be effective one day after being sent and (ii) in the case of other notices, five days after being sent.

15.10 Entire Agreement, No Waiver

These Terms, including any Additional Agreement and any Special Terms (which are incorporated by reference in these Terms), constitute the entire agreement between You and Lemoine (and merge and supersede any prior or contemporaneous agreements, discussions, communications, representations, warranties, advertising or understandings) with respect to the subject matter hereof. Any access to or use of an Offering is expressly conditioned on the application of these Terms, and any other terms are expressly rejected.

If there is any conflict between these General Terms and any Special Terms, the Special Terms will control in relation to their subject matter. If there is any conflict between these General Terms or the Special Terms and the Additional Agreement, the Additional Agreement will control in relation to its subject matter to the extent set forth in the Additional Agreement.

Failure to enforce or exercise any provision of these Terms is not a waiver of such provision, unless such waiver is specified in writing and signed by the party against which the waiver is asserted.

16. Definitions

“Additional Agreement” means any agreement signed directly with a Lemoine entity that expressly supplements or amends the Terms (for example, an enterprise business agreement).

“Authorized Users” or “Your Authorized Users” means (a) You (if You are an individual) and (b) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering) for whom You have acquired a subscription to an Offering. If an Offering allows You to designate Authorized Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of these Terms to their access to and use of such Offering prior to their access and use.

“Benefits” means any benefits made available to You or Your Authorized Users by Lemoine. Benefits are typically based on the type or level of Offering for which You subscribe. Benefits may include access to Updates and Upgrades, rights to previous versions, additional Software or Cloud Services, pre-release versions, APIs, global use rights, technical support, training, webinars, forums, events, galleries, newsletters and usage data.

“Cloud Service” means a web- or cloud-based service made available by Lemoine, whether or not provided as part of a subscription and whether or not provided for a fee. Cloud Services may include software as a service (SaaS) and remote storage or processing of data.

“Confidential Information” means information not generally known to the public that is (a) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (b) designated by the Disclosing Party in writing as Confidential. Nonetheless, Confidential Information does not include (i) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party; ii) any of Your Content that You send to, or allow to be accessed by, a third party through an Offering; or (iii) any Feedback. Lemoine Confidential Information in any event includes the non-public aspects of (A) any Offerings and any related product plans, technology and other technical information (including APIs and any elements of Your Development using, disclosing or based on use of the APIs) and (B) business negotiations.

“Covered Offering” means any Offering for which you have paid Lemoine a subscription fee of more than US$100 in the previous 12 months, excluding any Offering that has been modified by You or at your direction, and excluding any Third-Party Material/Services.

“Customer Information Form” means a form completed by or on behalf of You and submitted to Lemoine (or to a reseller, distributor, or other third party), directly or indirectly, in connection with Your account, a subscription or other Offering.

“Documentation” means the then-current end-user documentation (including online, printed, or other documentation) and any technical or legal requirements for an Offering.

“Governmental Entity” means any nation or government, including the Canadian federal government, any state, municipality, or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, or judicial body pertaining to government, and any employee or official thereof.

“Metrics” means data and other information regarding access to and use of any Offerings (including Your access and use). Metrics includes information regarding usage of features, functions, storage and indexes and information regarding usage, volume, type, storage and processing of Your Content (but not Your Content itself). If Metrics includes any personal data, treatment of such personal data will be pursuant to the Privacy Statement.

“Offerings” means Software, Cloud Services, and Benefits provided by Lemoine, and any subscriptions for such items.

“Offering Identification” means one or more designations by Lemoine that set forth (as applicable) the name of an Offering; the Offering Type; and the permitted number, Territory, and length of Your subscription. The Offering Identification may be (a) provided in a written confirmation or other notice issued to You by Lemoine, posted to Your account, transmitted via email, or otherwise made available to You; (b) located in the Offering or on or with any Lemoine packaging; or (c) obtained from Lemoine on request. Offering Identification does not include any designation, confirmation, packaging or other document provided by a reseller, distributor, or other third party.

“Offering Type” means the license type specified by Lemoine for a subscription (for example, single-user, multi-user, or Floating). Offering Types are set forth on Offering Types and Benefits.

“Output” means all results, work product, designs, prototypes or other items created, generated or manufactured by or through any use of any Offering, including any products, parts or services based on or using such results, work product, designs, prototypes, or other items.

“Software” means any software or similar materials, including any modules, components, features and functions, made available by Lemoine, whether or not provided as part of a subscription and whether or not provided for a fee. Software includes Updates and Upgrades.

“Terms” (including “these Terms”) means these General Terms and the other terms referenced in these General Terms, including the Special Terms and Additional Agreement (if any), together with any other applicable terms.

“Territory” means the country or jurisdiction where You acquired Your subscription. Lemoine may indicate the applicable Territory in an Offering Identification.

“Updates” means security fixes, hot fixes, patches and other updates (including new features, new functions and other modifications released between Upgrades).

“Upgrades” means new versions of Offerings, or add-ons to or additional products associated with Offerings, as determined by Lemoine.

“Your Content” means (a) any files, designs, models, data sets, images, documents, or similar material submitted or uploaded to any Offering by You (or Your Authorized Users) and (b) Your specific output generated from the use of any Offering based on Your own raw data or information.