pbivizedit.com Open in urlscan Pro
3.131.241.152  Public Scan

Form analysis
0 forms found in the DOM

Text Content

PBIVizEdit⋮
GalleryEditor
HomeHow it worksGalleryPricingDocsFAQ


END-USER LICENSE AGREEMENT (EULA)


Last Revised: 2023-05-27 19:02:00



PLEASE READ THIS AGREEMENT CAREFULLY, BEFORE COMPLETING THE DOWNLOAD OR
INSTALLATIONS PROCESS AND USING THE SOFTWARE, AS IT CONTAINS IMPORTANT
INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.



This END-USER LICENSE AGREEMENT ("Agreement") is between Monnel Canada Inc.
("we", "us", "our" or “Licensor”) and you (“you”, "your" or “Customer”) and
governs your use of Offerings purchased through Microsoft Azure Marketplace or
AppSource Marketplace (collectively, “Marketplace”) or our website hosted at
www.pbivizedit.com, or through a direct transaction with us. This Agreement is
the parties’ entire agreement on this subject and merges and supersedes all
related prior and contemporaneous agreements. By agreeing to these terms, you
represent and warrant that you have the authority to accept this Agreement, and
you also agree to be bound by its terms. This Agreement applies to all Orders
entered into under this Agreement. Capitalized terms have the meanings given
under “Definitions.”



1. License to Offerings



1.1 License grant. Offerings are licensed and not sold. Upon our acceptance of
an Order, and subject to Customer’s compliance with this Agreement, Licensor
grants Customer a nonexclusive and limited license to use the ordered Offerings.
These licenses are solely for Customer’s use and business purposes and are
non-transferable except as expressly permitted under this Agreement or
applicable law.



Offerings may contain or be provided with components that are subject to
open-source software licenses. Any use of those components may be subject to
additional terms and conditions and Customer agrees that any applicable licenses
governing the use of the components will be incorporated by reference in this
Agreement.



1.2 Duration of Licenses. Licenses granted on a subscription basis expire at the
end of the applicable subscription period set forth in the Order, unless
renewed. For Subscriptions that have been approved by the Customer for automatic
renewal, Subscriptions may renew automatically until canceled. Perpetual
Software licenses become perpetual upon payment in full.



1.3 End Users. Customer will control access to and use of the Offerings by End
Users and is responsible for any use of the Offerings that does not comply with
this Agreement.



1.4 Affiliates. Customer may order Offerings for use by its Affiliates. If it
does, the licenses granted to Customer under this Agreement will apply to such
Affiliates, but Customer will have the sole right to enforce this Agreement
against us. Customer will remain responsible for all obligations under this
Agreement and its Affiliates’ compliance with this Agreement and any applicable
Order(s).



1.5 Reservation of Rights. We reserve all rights not expressly granted in this
Agreement. Offerings are protected by copyright and other intellectual property
laws and international treaties. No rights will be granted or implied by waiver
or estoppel. Rights to access or use Offerings on a device do not give Customer
any right to implement our patents or other intellectual property in the device
itself or any other software or devices.



1.6 Restrictions. Except as expressly permitted in this Agreement, Documentation
or an Order, Customer must not (and is not licensed to):
a. copy, modify, reverse engineer, decompile, or disassemble any Offering, or
attempt to do so;
b. install or use any third-party software or technology in any way that would
subject our intellectual property or technology to any other license terms;
c. work around any technical limitations in an Offering or restrictions in
Documentation;
d. separate and run parts of an Offering on more than one device;
e. upgrade or downgrade parts of an Offering at different times;
f. use an Offering for any unlawful purpose;
g. transfer parts of an Offering separately; or
h. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in
part, or use them to offer hosting services to a third party.



1.7 License transfers. Customer may only transfer fully-paid, perpetual licenses
to (1) an Affiliate or (2) a third party solely in connection with the transfer
of hardware to which, or employees to whom, the licenses have been assigned as
part of (A) a divestiture of all or part of an Affiliate or (B) a merger
involving Customer or an Affiliate. Upon such transfer, Customer must uninstall
and discontinue using the licensed Offering and render any copies unusable.
Customer must notify us of a License transfer and provide the transferee a copy
of this Agreement and any other documents necessary to show the scope, purpose,
and limitations of the licenses transferred. Attempted license transfers that do
not comply with this section are void.



1.8 Feedback. Any Feedback is given voluntarily, and the provider grants the
recipient, without charge, a nonexclusive license under provider’s owned or
controlled non-patent intellectual property rights to make, use, modify,
distribute, and commercialize the Feedback as part of any of recipient’s
products and services, in whole or in part and without regard to whether such
Feedback is marked or otherwise designated by the provider as confidential. The
provider retains all other rights in any Feedback and limits the rights granted
under this section to licenses under its owned or controlled non-patent
intellectual property rights in the Feedback (which do not extend to any
technologies that may be necessary to make or use any product or service that
incorporates, but are not expressly part of, the Feedback, such as enabling
technologies).



2. Privacy



2.1 EU Standard Contractual Clauses. To the extent applicable, the parties will
abide by the requirements of European Economic Area and Swiss data protection
law regarding the collection, use, transfer, retention, and other processing of
Personal Data from the European Economic Area and Switzerland. All transfers of
Customer Data out of the European Union, European Economic Area and Switzerland
will be governed by the Standard Contractual Clauses, as designated by the
European Commission, made available by us at the applicable URL for such terms
or as otherwise communicated to Customer.



2.2 Personal Data. Customer consents to the processing of Personal Data by us
and our Affiliates, and their respective agents and Subcontractors, as provided
in this Agreement. Before providing Personal Data to us, Customer will obtain
all required consents from third parties (including Customer’s contacts,
partners, distributors, administrators, and employees) under applicable privacy
and Data Protection Laws.



2.3 Processing of Personal Data; GDPR. To the extent Licensor is a processor or
subprocessor of Personal Data subject to the GDPR, the Standard Contractual
Clauses govern that processing and the parties also agree to the following terms
in this subsection (“Processing of Personal Data; GDPR”):



a. Processor and Controller Roles and Responsibilities. Customer and Licensor
agree that Customer is the controller of Personal Data and Licensor is the
processor of such data, except when (a) Customer acts as a &processor of
Personal Data, in which case Licensor is a subprocessor or (b) stated otherwise
in any Offering-specific terms. Licensor will process Personal Data only on
documented instructions from Customer. In any instance where the GDPR applies
and Customer is a processor, Customer warrants to Licensor that Customer’s
instructions, including appointment of Processor as a processor or subprocessor,
have been authorized by the relevant controller.



b. Processing Details. The parties acknowledge and agree that:


a. the subject-matter of the processing is limited to Personal Data within the
scope of the GDPR;
b. the duration of the processing will be that of the Customer’s right to use
the Offering until all Personal Data is deleted or returned in accordance with
Customer instructions or the terms of this Agreement;
c. the nature and purpose of the processing will be to provide the Offering
pursuant to this Agreement;
d. the types of Personal Data processed by the Offering include those expressly
identified in Article 4 of the GDPR; and
e. the categories of data subjects are Customer’s representatives and end users,
such as employees, contractors, collaborators, customers, and other data
subjects whose Personal Data is contained within any data made available to
Licensor by Customer.


c. Data Subject Rights; Assistance with Requests. Licensor will make information
available to Customer in a manner consistent with the functionality of the
Offering and our role as a processor of Personal Data of data subjects and the
ability to fulfill data subject request to exercise their rights under the GDPR.
Licensor will comply with reasonable requests by Customer to assist with
Customer’s response to such a data subject request. If Licensor receives a
request from Customer’s data subject to exercise one or more of its rights under
the GDPR in connection with an Offering for which Licensor is a data processor
or subprocessor, Licensor will redirect the data subject to make its request
directly to Customer. Customer will be responsible for responding to any such
request including, where necessary, by using the functionality of the Offering.
Licensor will comply with reasonable requests by Customer to assist with
Customer’s response to such a data subject request.



d. Use of Subprocessors. Customer consents to Licensor using the subprocessors
listed at the applicable Licensor URL or as otherwise communicated to Customer.
Licensor remains responsible for its subprocessors’ compliance with the
obligations herein. Licensor may update its list of subprocessors from time to
time, by providing Customer at least 14 days' notice before providing any new
subprocessor with access to Personal Data. If Customer does not approve of any
such changes, Customer may terminate any subscription for the affected Offering
without penalty by providing, prior to expiration of the notice period, written
notice of termination that includes an explanation of the grounds for
nonapproval.



e. Records of Processing Activities. Licensor will maintain all records required
by Article 30(2) of the GDPR and, to the extent applicable to the processing of
Personal Data on behalf of Customer, make them available to Customer upon
request.


3. CONFIDENTIALITY



3.1 Non-Disclosure Agreement. The parties will treat all confidential
information exchanged between the parties under this Agreement in accordance
with the separate nondisclosure agreement (“NDA”) executed by the parties. If no
separate NDA is in effect, the following provisions apply to the parties’
exchange of confidential information.



3.2 Confidential Information. “Confidential Information” is non-public
information that is designated “confidential” or that reasonable person should
understand is confidential, including, but not limited to, Customer Data,Support
Data, the terms of this Agreement, and Customer’s account authentication
credentials.Confidential Information does not include information that: (1)
becomes publicly available without a breach of a confidentiality obligation; (2)
the receiving party received lawfully from another source without a
confidentiality obligation; (3) is independently developed; or (4) is a comment
or suggestion volunteered about the other party’s business, products, or
services.



3.3 Protection of Confidential Information. Each party will take reasonable
steps to protect the other’s Confidential Information and will use the other
party’s Confidential Information only for purposes of the parties’ business
relationship. Neither party will disclose Confidential Information to third
parties, except to its Representatives, and then only on a need-to-know basis
under nondisclosure obligations at least as protective as this Agreement. Each
party remains responsible for the use of Confidential Information by its
Representatives and, in the event of discovery of any unauthorized use or
disclosure, must promptly notify the other party.



3.4 Disclosure required by law. A party may disclose the other’s Confidential
Information if required by law, but only after it notifies the other party (if
legally permissible) to enable the other party to seek a protective order.



3.5 Duration of Confidentiality obligation. These obligations apply: (1) for
Customer Data, until it is deleted by Licensor; and (2) for all other
Confidential Information, for a period of five years after a party receives the
Confidential Information.



4. Maintenance and Support SLA



4.1 Support for Subscriptions. For issues reported by you, we intend to provide
the best support so that you can use our Services without any problems. In most
cases, where feasible, we will provide issue fixes within a reasonable period
depending on the severity and impact of the issue. All product upgrades, new
features, bug fixes would be available as part of our Support.



a. Support for older versions: We provide limited support for older versions.
Customers must upgrade to the latest available versions to be eligible for
Support from us.


4.2 Support for Perpetual Licenses. All our perpetual licenses are sold with a
minimum one(1) year of included support bundled with the license Offering
("Annual Maintenance"). Annual Maintenance for perpetual licenses can be renewed
by paying an optional and additional annual fee. Annual Maintenance is available
for renewal as single or multi-year(up-to 3 year) options. Customers are
eligible for critical bug fixes irrespective of their subscription to an Annual
Maintenance.



a. Gap in renewals: Customers can, at their choice, skip intermediate Support
renewals. During any skipped period, the Customer will not be able to upgrade
the Offering to take advantage of new features or, in case of bundled offerings,
any additional offerings introduced as part of the bundle.


4.3 Support Limitations. Some of the issues, for instance, certification by
Microsoft or issues caused by a 3rd party library (for instance Plotly) that our
product depends on, will require approval and actions from a 3rd party or
parties (Microsoft and Plotly) for which the timeline is beyond our control.



4.4 Free and Trial Versions. For Free or Trial version of the Software, for
which Customer is not entitled to any Support Services. We may, at our
discretion, choose to provide services for Free and Trial versions on a
case-by-case basis.



5. VERIFYING COMPLIANCE



5.1 Verification process. Customer must keep records relating to Offerings it
and its Affiliates use or distribution. At Licensor’s expense, Licensor may
verify Customer’s and ts Affiliates’ compliance with this Agreement at any time
upon 30 days' notice. Licensor may engage an independent auditor (under
nondisclosure obligations) to conduct an audit. Customer must promptly provide
any information and documents that Licensor or the auditor reasonably requests
related to the verification and visual access to systems running the Offerings.
The expenses for all such audit will be borne by the party conducting the audit.
All information and reports related to the verification process will be
Confidential Information and used solely to verify compliance.



5.2 Remedies for non-compliance. If verification or self-audit reveals any
unlicensed use, Customer must , within 30 days, order sufficient licenses to
cover the period of its unlicensed use. Without limiting Licensor’s other
remedies, if unlicensed use is 5% or more of Customer’s total use of all
Products, Customer must reimburse Licensor for its costs incurred in
verification and acquire sufficient licenses to cover its unlicensed use at 125%
of the then-current Customer price or the maximum allowed under applicable law,
if less.



5.3 Compliance under GDPR Upon request, Licensor will make available to Customer
all information necessary to conduct an audit and demonstrate compliance under
GDPR provisions for the processing of Personal Data. Customer may request
information through a security questionnaire or self-attestation.



6. Representation and warranties



6.1 Licensor continuously represents and warrants that:

a. it has full rights and authority to enter into, perform under, and grant the
rights in, this Agreement;
b. its performance will not violate any agreement or obligation between it and
any third party;
c. the Offering will substantially conform to the Documentation;
d. the Offering will not:


 * to the best of our knowledge, infringe or violate any third-party patent,
   copyright, trademark, trade secret, or other proprietary rights; or
 * contain viruses or other malicious code that will degrade or infect any
   products, services, software, or Customer’s network or systems, and

e. While performing under this Agreement, we will comply with law, including
Data Protection Laws and Anti-Corruption Laws, and will provide training to its
employees regarding Anti- Corruption Laws.



6.2 Warranties



6.2.1 Limited warranties and remedies. To the extent permitted by applicable
law, the remedies below are Customer’s sole remedies for breach of the
warranties provided in this section, and Customer waives any warranty claims not
made during the applicable warranty period.



a. Online Services. Licensor warrants that each Online Service will perform in
accordance with the applicable SLA during Customer’s use. Customer’s remedies
for breach of this warranty are described in the SLA.

b. Software. Licensor warrants that the Software version that is current at the
time Customer acquires it will perform substantially as described in the
applicable Product documentation for one year from the dateCustomer acquires a
license for that version. If it does not, and Customer notifies Licensor within
the warranty term, Licensor will, at its option, (1) return the amount Customer
paid for the Software license or a prorated portion of the applicable
subscription fee or (2) repair or replace the Software.

c. Professional Services. Licensor warrants that it will perform Professional
Services with the applicable professional standard of care and skill in the
industry. If Licensor fails to do so, and Customer notifies Licensor within 90
days from the completion of the work giving rise to the warranty claim, then
Licensor will, at its discretion, either re-perform the Professional Services or
return the amount Customer paid for them.


6.2.2 Exclusions. The warranties in this Agreement do not apply to problems
caused by accident, abuse, or use inconsistent with this Agreement or applicable
documentation, including failure to meet minimum system requirements. These
warranties do not apply to free, trial, preview, or prerelease products, or to
components of Products that Customer is permitted to redistribute.



6.2.3 Disclaimer. Except for the limited warranties expressly stated in this
Agreement, the Offering is provided as is. To the maximum extent permitted by
law, Licensor disclaims any and all other warranties (express, implied or
statutory, or otherwise) including of merchantability or fitness for a
particular purpose, whether arising by a course of dealing, usage or trade
practice, or course of performance. Professional Services that are provided
without charge are provided “AS IS,” WITHOUT ANY WARRANTY OR CONDITION.



7. Defense of third-party claims



7.1 By customer Customer will defend Licensor and its Affiliates from and
against any and all third party claims, actions, suits, proceedings arising from
or related to Customer’s or any authorized user’s violation of this Agreement or
user terms (a “Claims Against Licensor”) and will indemnify Licensor and its
Affiliates for all reasonable attorney’s fees incurred and damages and other
costs finally awarded against Licensor or its Affiliates in connection with or
as a result of, and for amounts paid by Licensor or its Affiliates under a
settlement Customer approves of in connection with a Claim Against Licensor.
Licensor must provide Customer with prompt written notice of any Claims Against
Licensor and allow Customer the right to assume the exclusive defense and
control of the claim, and cooperate with any reasonable requests assisting
Customer’s defense and settlement of such matter.



7.2 By Licensor Licensor will defend Customer from and against any and all
third-party claims, actions, suits, proceedings, and demands alleging that (i)
the use of the Offering as permitted under the Contract infringes or
misappropriates a third party’s intellectual property rights and (ii) any
violation of applicable law including Data Protection Laws (a “Claim Against
Customer”), and will indemnify Customer for all reasonable attorney’s fees
incurred and damages and other costs finally awarded against Customer in
connection with or as a result of, and for amounts paid by Customer under a
settlement Licensor approve of in connection with a Claim Against Customer;
provided, however, that the Licensor has no liability if a Claim Against
Customer arises from: (1) Customer Data or non-Licensor products, including
third-party software; and (2) any modification, combination or development of
the Offering that is not performed or authorized in writing by Licensor,
including in the use of any application programming interface (API). Customer
must provide Licensor with prompt written notice of any Claim Against Customer
and allow Licensor the right to assume the exclusive defense and control, and
cooperate with any reasonable requests assisting our defense and settlement of
such matter. This section states Licensor sole liability with respect to, and
Customer’s exclusive remedy against Licensor for, any Claim Against Customer.



7.3 Notwithstanding anything contained in the above subsections (a) and (b), (1)
an indemnified party will always be free to choose its own counsel if it pays
for the cost of such counsel; and (2) no settlement may be entered into by an
indemnifying party, without the express written consent of the indemnified
parties (such consent not to be unreasonably withheld), if: (A) the third party
asserting the claim is a government agency; (B) the settlement arguably involves
the making of admissions by the indemnified parties; (C) the settlement does not
include a full release of liability for the indemnified parties; or (D) the
settlement includes terms other than a full release of liability for the
indemnified parties and the payment of money.



8. LIMITATION OF LIABILITY



For each Offering, each party’s maximum, aggregate liability to the other under
this Agreement is limited to direct damages finally awarded in an amount not to
exceed the amounts Customer was required to pay for the Offerings during the
term of the applicable licenses, subject to the following:



8.1 Perpetual Licenses. For each Product licensed on a perpetual basis, each
party’s maximum, aggregate liability is the amount Customer paid for the
applicable licenses.



8.2 Subscriptions. For Offerings ordered on a subscription basis, Licensor’s
maximum liability to Customer for any incident giving rise to a claim will not
exceed the amount Customer paid for the Offering during the 12 months before the
incident. For Offerings ordered on a subscription basis, Licensor’s maximum
liability to Customer for any unauthorized access, use, or disclosure of
Customer Data due to a breach of Licensor’s obligations under Section II(4)
(Security), Licensor’s maximum liability to Customer will not exceed two times
(2x) the amount Customer paid for the Offering during the 12 months before the
incident.



8.3 Free Offerings and distributable code. For Offerings provided free of charge
and code that Customer is authorized to redistribute to third parties without
separate payment to Licensor, Licensor’s liability is limited to direct damages
finally awarded up to US$5,000.



8.4 No Indirect Damages. In no event will either party be liable for indirect,
incidental, special, punitive, or consequential damages, or loss of use, loss of
profits, or interruption of business, however caused or on any theory of
liability.



8.5 Exceptions. No limitation or exclusions will apply to liability arising out
of either party’s: (1) confidentiality obligations under Section 3 (except for
liability related to Customer Data, which will remain subject to the limitations
and exclusions above); (2) defense obligation under Section 7; (3) violation of
the other party’s intellectual property rights; or (4) gross negligence, willful
misconduct, or fraud.



9. PRICING AND PAYMENT



9.1 Fees for Paid Services. Some of our Services are offered for a fee, like
certain pbivizedit.com plans or Services (collectively, “Paid Services”). This
section applies to any purchases of Paid Services. By using a Paid Service, you
agree to pay the specified fees. Depending on the Paid Service, there may be
one-time fees or recurring fees. For recurring fees (subscriptions), your
subscription begins on your purchase date, and we’ll bill or charge you in the
automatically renewing interval (such as annually or biennially) you select, on
a pre-pay basis until you cancel, which you can do at any time by contacting the
relevant support team.



9.2 Purchase of an Offer through Microsoft Commercial Marketplace For purchases
that are made through Microsoft Commercial Marketplace, Microsoft will invoice
and charge Customer under the terms of the Microsoft Commercial Marketplace
Terms of Use (available at the url
https://learn.microsoft.com/en-us/legal/marketplace/marketplace-terms) and
applicable Order.



9.3 Payment method. Customer must provide a payment method or, if eligible,
choose to be invoiced for purchases made on its account. By providing Licensor
with a payment method, Customer (1) consents to Licensor’s use of account
information regarding the selected payment method provided by the issuing bank
or applicable payment network; (2) represents that it is authorized to use that
payment method and that any payment information it provides is true and
accurate; (3) represents that the payment method was established and is used
primarily for commercial purposes and not for personal, family or household use;
and (4) authorizes Licensor to charge Customer using that payment method for
orders under this Agreement.



If the Customer's payment fails, we suspect fraud, or Paid Services are
otherwise not paid for or paid for on time (for example, if the Customer
contacts its bank or credit card company to decline or reverse the charge of
fees for Paid Services), we may immediately cancel or revoke the Customer's
access to Paid Services without notice to the Customer. The Customer authorizes
us to charge any updated payment information provided by Customer's bank or
payment service provider (e.g., new expiration date) or other payment methods
provided if we can't charge the Customer's primary payment method.



9.4 Invoices. Licensor may invoice eligible Customers. Customer’s ability to
elect payment by invoice is subject to Licensor’s approval of Customer’s
financial condition. Customer authorizes Licensor to obtain information about
Customer’s financial condition, which may include credit reports, to assess
Customer’s eligibility for invoicing. Licensor may withdraw Customer’s
eligibility at any time and for any reason. Customer must promptly notify
Licensor of any changes in its company name or location and of any significant
changes in the ownership, structure, or operational activities of the
organization.



9.5 Invoice Payment terms. Each invoice will identify the amounts payable by
Customer to Licensor for the period corresponding to the invoice. Customer will
pay all amounts due within thirty (30) calendar days following the invoice date.



9.6 Late Payment. Licensor may, at its option, assess a late fee on any payments
to Licensor that are more than fifteen (15) calendar days past due at a rate of
up to two percent (2%) of the total amount payable, calculated and payable
monthly, or the highest amount allowed by law, if less.



9.7 Recurring Payments. For subscriptions that renew automatically, Customer
authorizes Licensor to charge Customer’s payment method periodically for each
subscription or billing period until the subscription is terminated. By
authorizing recurring payments, Customer authorizes Licensor to store Customer’s
payment details and process such payments as either electronic debits or fund
transfers, or as electronic drafts from the designated bank account (in the case
of automated clearing house or similar debits), as charges to the designated
card account (in the case of credit card or similar payments) (collectively,
“Electronic Payments”). If any payment is returned unpaid or if any credit card
or similar transaction is rejected or denied, Licensor or its service providers
reserve the right to collect any applicable return item, rejection or
insufficient funds fee to the maximum extent permitted by applicable law and to
process any such fees as an Electronic Payment or to invoice Customer for the
amount due. If Customer received a discount, used a coupon code, or subscribed
during a free trial or promotion, the paid subscription will automatically renew
for the full price of the subscription at the end of the discount period. This
means that unless Customer cancels a subscription, it'll automatically renew and
we will charge Customer payment method(s).



9.8 Cancellation of Paid Subscription. Customer must cancel at least one month
before the scheduled end date of any annual subscription and at least 24 hours
before the end of any shorter subscription period. If Customer has purchased
access to multiple services, there may be multiple renewal dates. You can get
information on your renewal date(s), cancel, or manage subscriptions by
contacting the support team.



9.9 Taxes. To the extent permitted by law, or unless explicitly stated
otherwise, all fees do not include applicable federal, provincial, state, local
or other governmental sales, value added, goods and services, harmonized or
other taxes, fees, or charges (“Taxes”). The Customer is responsible for paying
all applicable Taxes relating to its use of our Services, its payments, or its
purchases. If we are obligated to pay or collect Taxes on the fees the Customer
has paid or will pay, the Customer is responsible for those Taxes, and we may
collect payment from the Customer.

We may change our fees at any time in accordance with these Terms and
requirements under applicable law. This means that we may change fees going
forward, start charging fees for Services that were previously free, or remove
or update features or functionality that were previously included in the fees.
If the Customer doesn’t agree with the changes, the Customer must cancel their
Paid Service.



9.10 Price Changes. Prices of Offers may change during the term. The new price
of the Services can be higher or lower than the previous price. You will be
notified prior to any price increase going into effect.



a. For products that were purchased in the past, we will not change the price
during the term of that order. For changes in price, the customer will see a
price change in their renewal notice and any subsequent invoice.



b. For existing quotes, any price increases will be applicable only after 90
days of the new price effective date. This is to give ample time for customers
already planning to purchase the product.



c. Customers affected from a price change (post purchase)


a. If the price change effective date occurs post-purchase, then the purchase
price is guaranteed until the next annual renewal date
b. Upgrading the license tier to add new users after the price change effective
date but before the renewal date of the contract will be kept at the original
purchase price. Upon renewal, the new price will take effect.
c. Purchase of new offers or upgrade to suites. Any new Offer purchases,
including upgrades to suite from individual Offers, after the price change
effective date will be considered as new purchase and will be subject to the new
price


d. Customer notifications. Customers who are already using the Offer which is
affected by the upcoming price increase will be notified by email about the
coming change. This is so they can take actions about it if they choose to do
so. The email notification will be sent 90 days prior to the new price taking
effect and a second message will be sent 30 days prior to the price change
effective date. The message will be sent to the contact identified by the
customer in the Order document.


9.11 Refunds



a. In almost all cases, license details are sent digitally to the email ID
provided by the Customer in the Order form. To ensure data security of our
Customers, we do not implement any license checks through our servers. To ensure
that the Customers have a reasonable window to check compatibility of the Offer
in their environment, a 30 day free trial license with no restriction, is
provided with all of our Offers. Customers must use the free trial license and
make a purchase only after they are fully satisfied with the Offer. At our
discretion, we may offer refunds. In the cases where we decide to issue refunds,
any processing fees charged by our bank and payment processors will be deducted
from the original payment. The refunds are credited to the original payment
method.

For Orders through our online portal - www.pbivizedit.com - All purchases are
final and there will not be any refunds once the license details have been sent
to the Customer's designated contact email ID.



b. For Orders processed offline and payments made either through direct payment
links or through a direct deposit, or wire transfer to any of our bank accounts,
we will accept refunds only during the window when payment confirmation is
awaited and the license details have not been communicated to the Customer via
email or via any other written means. No refunds will be processed once the
license details have been communicated to the Customer.
We will also provide refunds if required by law.



9.12 European Users. The Customer has the right to withdraw from the transaction
within fourteen (14) days from the date of the purchase without giving any
reason as long as the purchase was not of a customized nature, the service has
not been fully performed, or subject to other limitations as permitted by law.
For digital content, Customer agrees that any purchase of digital content will
be made available to them immediately and as a result they waive any right of
withdrawal to such content.

If the Customer cancels this contract, we will reimburse all payments we have
received from Customer, including delivery costs (with the exception of
additional costs resulting from the fact that Customer has chosen a type of
delivery or payment other than the most favorable option offered by us), without
undue delay and no later than within fourteen days(14) from the day on which we
received the notification of cancellation of this contract. For this repayment,
we will use the same means of payment that the Customer used for the original
transaction, unless expressly agreed otherwise with Customer; Customer will not
be charged for this repayment. If Customer has requested that we begin our
services during the withdrawal period, Customer will pay us a reasonable amount
corresponding to the services already provided up to the time Customer notifies
us, in writing, of the exercise of the withdrawal right compared to the total
scope of the services provided for in the contract. If Customer cancels its
contract with us, Customer will refrain from using the digital content or
digital services or making them available to third parties.

The Customer may exercise its right to withdrawal by sending a clear, written
request to: support@PBIVizEdit.com



10. Term and Termination



10.1 Term This Agreement is effective until terminated by a party, as described
below. The term for each Order will be set forth therein.



10.2 Termination without Cause Unless otherwise set forth in an Order, either
party may terminate this Agreement or any Order without cause on 60 days’
notice. Termination without cause will not affect Customer’s perpetual licenses,
and licenses granted on a subscription basis will continue for the duration of
the subscription period(s), subject to the terms of this Agreement. we will not
provide refunds or credits for any partial subscription period(s) if the
Agreement or an Order is terminated without cause.



10.3 Termination for Cause Without limiting other remedies it may have, either
party may terminate this Agreement or any Order immediately on notice if (i) the
other party materially breaches the Agreement or an Order, and fails to cure the
breach within 30 days after receipt of notice of the breach; or (ii) the other
party becomes Insolvent. Upon such termination, the following will apply:



a. All licenses granted under this Agreement will terminate immediately except
for fully paid, perpetual licenses.

b. All amounts due under any unpaid invoices will become due and payable
immediately.

c. If Licensor is in breach, Customer will receive a credit for any subscription
fees, including amounts paid in advance for unused consumption for any usage
period after the termination date.


10.4 Suspension We may suspend use of the Offering without terminating this
Agreement during any period of material breach. We will give Customer reasonable
notice before suspending the Offering. Suspension will only be to the extent
reasonably necessary.



10.5 Refund. For Offerings ordered on a subscription basis that are $100,000 or
more, if Licensor breaches any of the foregoing warranties and those breaches
remain uncured for 30 days, Customer may terminate this Agreement and Licensor
will provide Customer a full refund of all fees paid to Licensor.



10.6 Survival The terms of this Agreement, including the applicable Order, that
are likely to require performance, or have application to events that may occur,
after the termination or expiration of this Agreement or any Order, will survive
termination or expiration, including all indemnity obligations and procedures.



11. Modifications to this Agreement

Licensor may update this Agreement from time to time. No changes will apply to
perpetual Software licenses previously acquired. Changes will apply to new
orders and to existing Subscriptions and Statements of Services as follows:



11.1 Data protection and SLA. Changes to the Data Protection and SLA will apply
as provided in those documents.



11.2 Product Terms. Material Adverse Changes will not apply during the
then-current Subscription term but will take effect upon renewal. All other
changes will apply when they are published on the Product Terms site. In
addition, for Software Subscriptions, if Customer chooses to update the Software
to a new version before the end of the Subscription term, the terms in effect at
the time of the update will apply to the use of that Software.



11.3 Other terms. Customer may be required to accept revised or additional terms
when placing a new order. For existing Subscriptions and Statements of Services,
Customer will be notified at least 60 days before changes take effect to these
General Terms or any other terms that are part of the Agreement except the Data
Protection, SLA, and Product Terms, which have separate terms for updates. Such
changes will take effect upon renewal unless Customer accepts them earlier in
the manner specified in the notice and will not supersede or modify any
amendments to this Agreement. Customer agrees that its continued use of the
Products or Professional Services after renewal will constitute its acceptance
of all changes. If Customer does not agree to the changes, it must stop using
the Products and Professional Services by the end of the Subscription or support
term and turn off recurring billing for any Subscriptions that are set to renew
automatically.



11.4 Changes proposed by Customer. Customer may not modify this Agreement. Any
additional or conflicting terms contained in a purchase order or otherwise
presented by Customer are expressly rejected and will not apply.



12. Miscellaneous



12.1 Entire Agreement. This Agreement supersedes all prior and contemporaneous
communications, whether written or oral, regarding the subject matter covered in
this Agreement. If there is a conflict between any parts of this Agreement, the
following order of precedence will apply:

 * Order
 * this Agreement;
 * Service Level Agreement (SLA); and
 * Documentation.


12.2 Independent contractors. The parties are independent contractors. Customer
and Licensor each may develop products independently without using the other’s
Confidential Information.



12.3 Agreement not exclusive. Customer is free to enter into agreements to
license, use, and promote the services of others.



12.4 Amendments. Unless otherwise agreed in a writing signed by both parties,
any changes made to the terms of this Agreement, including privacy terms, become
applicable only after expiry of the existing term, or upon renewal for a new
term.



12.5 Assignment. Either party may assign this Agreement to an Affiliate, but it
must notify the other party in writing of the assignment. Customer consents to
the assignment to an Affiliate or third party, without prior notice, of any
rights we may have under this Agreement to receive payment and enforce
Customer's payment obligations, and all assignees may further assign such rights
without further consent. Furthermore, either party may assign this Agreement
without the consent of the other party in connection with a merger,
reorganization, acquisition, or other transfer of all or substantially all of
such party’s assets. Any other proposed assignment of this Agreement must be
approved by the non-assigning party in writing. Assignment will not relieve the
assigning party of its obligations under the assigned Agreement. Any attempted
assignment without required approval will be void.



12.6 Severability. If any part of this Agreement is held to be unenforceable,
the rest of the Agreement will remain in full force and effect.



12.7 Waiver. Failure to enforce any provision of this Agreement will not
constitute a waiver. Any waiver must be in writing and signed by the waiving
party.



12.8 No third-party beneficiaries. This Agreement does not create any
third-party beneficiary rights except as expressly provided by its terms



12.9 Notices. Notices must be in writing and will be treated as delivered on the
date received at the address, date shown on the return receipt, email
transmission date, or date on the courier or fax confirmation of delivery.
Notices to us must be sent to the address stated in the Order. Notices to
Customer will be sent to the individual at the address Customer identifies on
its account as its contact for notices. We may send notices and other
information to Customer by email or other electronic form.



12.10 Applicable law



a. All countries. This Agreement is governed by Delaware state law (disregarding
conflict of laws principles) and the parties consent to exclusive jurisdiction
and venue in the state and federal courts in Delaware, USA. Neither party will
claim lack of personal jurisdiction or forum non conveniens in these courts.


12.11 Order of precedence. The body of this Agreement will take precedence over
any conflicting terms in other documents that are part of this Agreement that
are not expressly resolved in those documents. Terms in an amendment control
over the amended document and any prior amendments concerning the same subject
matter.



12.12 Government procurement rules. By accepting this Agreement, Customer
represents and warrants that: (1) it has complied and will comply with all
applicable government procurement laws and regulations; (2) it is authorized to
enter into this Agreement; and (3) this Agreement satisfies all applicable
procurement requirements.



12.13 Compliance with laws. Publisher will comply with all laws and regulations
applicable to its provision of the Offerings. Publisher will obtain and maintain
any approvals, licenses, filings, or registrations necessary to its performance,
and will comply with all law (including law related to export, corruption, money
laundering, or any combination of these). Customer must also comply with laws
applicable to their use of the Offerings.



12.14 Construction. Neither party has entered this Agreement in reliance on
anything not contained or incorporated in it. This Agreement is in English only.
Any translation of this Agreement into another language is for reference only
and without legal effect. If a court of competent jurisdiction finds any term of
the Agreement unenforceable, the Agreement will be deemed modified as necessary
to make it enforceable, and the rest of the Agreement will be fully enforced to
affect the parties’ intent. Lists of examples following “including”, “e.g.”,
“for example”, or the like are interpreted to include “without limitation,”
unless qualified by words such as “only” or “solely.” This Agreement will be
interpreted according to its plain meaning without presuming that it should
favor either party. Unless stated or context requires otherwise:



a. all internal references are to this Agreement and its parties;
b. all monetary amounts are expressed and, if applicable, payable, in U.S.
dollars
c. URLs are understood to also refer to successors, localizations, and
information or resources linked from within websites at those URLs;
d. a party’s choices under this Agreement are in its sole discretion, subject to
any implied duty of good faith;
e. “written” or “in writing” means a paper document only, except where email is
expressly authorized;
f. “days” means calendar days;
g. “may” means that the applicable party has a right, but not a concomitant duty
h. “partner,” if used in this Agreement or related documents, is used in its
common, marketing sense and does not imply a partnership;
i. “current” or “currently” means “as of the Effective Date” but “then-current”
means the present time when the applicable right is exercised or performance
rendered or measured;
j. “notify” means to give notice under subsection (i) above; and
k. a writing is “signed” when it has been hand-signed (i.e., with a pen) or
signed via an electronic signature service by a duly authorized representative
of the signing party



13. DEFINITIONS

"Affiliate” means any legal entity that controls, is controlled by, or is under
common control with a party.

"Anti-Corruption Laws” means all laws against fraud, bribery, corruption,
inaccurate books and records, inadequate internal controls, money-laundering,
and illegal software, including the U.S.Foreign Corrupt Practices Act.

"Control” means ownership of more than a 50% interest of voting securities in an
entity or the power to direct the management and policies of an entity.

"Confidential Information” is defined in the "Confidentiality” section.

"Customer Data” means all data, including all text, sound, software, image or
video files that are provided to Licensor or its Affiliates by, or on behalf of,
Customer and its Affiliates through use of the Offering. Customer Data does not
include Support Data.

"Data Protection Law” means any law applicable to Licensor or Customer, relating
to data security, data protection and/or privacy, including Regulation (EU)
2016/679 of the European Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to processing of personal data and the
free movement of that data ("GDPR”), and any implementing, derivative or related
legislation, rule, regulation, and regulatory guidance, as amended, extended,
repealed and replaced, or re-enacted.

"Documentation” means all user manuals, handbooks, training material,
requirements, and other written or electronic materials Licensor makes available
for, or that result from use of, the Offering.

"End User” means any person Customer permits to use an Offering or access
Customer Data.

"Feedback” means ideas, suggestions, comments, input, or know-how, in any form,
that one party provides to the other in relation to recipient’s Confidential
Information, products, or services. Feedback does not include sales forecasts,
future release schedules, marketing plans, financial results, and high-level
plans (e.g., feature lists) for future products.

"Insolvent” means admitting in writing the inability to pay debts as they
mature; making a general assignment for the benefit of creditors; suffering or
permitting the appointment of a trustee or receiver for all or any of its (i.e.,
the non-terminating party’s) assets, unless such appointment is vacated or
dismissed within 60 days from the date of appointment; filing (or having filed)
any petition as a debtor under any provision of law relating to insolvency,
unless such petition and all related proceedings are dismissed within 60 days of
such filing; being adjudicated insolvent or bankrupt; having wound up or
liquidated; or ceasing to carry on business.

"Offering” means all services, websites (including hosting), solutions,
platforms, and products identified in an Order and that Licensor makes available
under or in relation to this Agreement, including the software, equipment,
technology, and services necessary for Licensor to provide the foregoing.
Offering availability may vary by region.

"Order” means an ordering document used to transact the Offering via the
Marketplace.

"Personal Data” means any information relating to an identified or identifiable
natural person.

"Representatives” means a party’s employees, Affiliates, contractors, advisors
and consultants.

"Standard Contractual Clauses” means the standard data protection clauses for
the transfer of personal data to processors established in third countries which
do not ensure an adequate level of data protection, as described in Article 46
of the GDPR.

"Subcontractor” means any third party: (1) to whom Licensor delegates its
obligations under this Agreement, including a Licensor Affiliate not contracting
directly with Customer through an Order; or (2) who, in performing under a
contract between it and Licensor or a Licensor Affiliate, stores, collects,
transfers or otherwise processes Personal Data (obtained or accessed in
connection with performing under this Agreement) or other Customer Confidential
Information.

"Support Data” means all data, including all text, sound, video, image files, or
software, that are provided to Licensor by or on behalf of Customer (or that
Customer authorizes Licensor to obtain from an Offering) through an engagement
with Licensor to obtain technical support for the Offering covered under this
Agreement.

"Use” means to copy, download, install, run, access, display, use or otherwise
interact with.



Support

 * Contact us
 * Submit visual details
 * Product updates

Designers

 * Documentation
 * Gallery
 * Blogs

Company

 * About Us
 * Contact
 * Terms Of Service
 * EULA
 * Privacy Policy
 * Support Policy
 * Open Source Attribution

© Monnel Canada Inc.