End User License Agreement (EULA) for Nectar Platform

Effective Date: 10/10/2024

This End User License Agreement (“Agreement”) is a legal agreement between you ("User" or "Client") and Nectar Technologies Inc. ("Nectar", “Company,” "we," or "us"), governing your use of the Nectar Platform, a SaaS platform operated by Nectar and accessible via web and mobile applications. By agreeing to these terms, you acknowledge that the functionality and features of the Platform may vary between the web and mobile versions due to technical limitations or updates. The Company reserves the right to update, enhance, or modify the Platform’s functionality on any or all of these platforms as needed. By using the Nectar Platform, you agree to be bound by this Agreement.

1. Grant of License

Nectar grants you a limited, non-exclusive, non-transferable, and revocable license to use the Nectar Platform for your internal business purposes, subject to the terms and conditions of this Agreement. This license does not grant you the right to sub-license, transfer, or assign your rights to any third party.

2. Ownership and Intellectual Property

You understand and agree that the Platform and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

All derivative works, modifications, updates and improvements to the Nectar Platform, BeeTags
and/or Nectar’s intellectual property rights made by you during the term of your membership,
including through your Feedback (“ Improvements “) shall be the exclusive property of Nectar,
and you agree to assign all of your rights, title and interest in and to the Improvements to Nectar
and hereby waive any moral rights you may have in such Improvements.

You agree not to copy, modify, sell, distribute, reproduce, transform, decompile, dismantle, proceed to reverse-engineer, distribute, rent, lend or otherwise provide or authorize access to the Nectar Platform.

3. User Data and Privacy

While the Client retains ownership of the raw data generated through the use of the Nectar Platform, by using the Nectar Platform, you grant us a non-exclusive, royalty-free, perpetual, worldwide license to use, store, aggregate, analyze, and sell anonymized and aggregated data in the form of reports, research, and any other mediums we deem appropriate. Nectar shall not share or sell identifiable data to third parties without prior consent from the Client. Aggregate and anonymized data may be utilized for research, publication, product development, and benchmarking.

You agree to Nectar's Privacy Policy, which outlines our data collection, usage, and protection practices. This includes compliance with data protection laws in the jurisdictions where we operate, including Canada (PIPEDA), Quebec privacy laws, and the California Consumer Privacy Act (CCPA).

4. Account Creation and Security

You may need to create a Nectar account to access and use the platform. You are responsible for maintaining the confidentiality of your account credentials and all activities conducted under your account. If you suspect unauthorized access, you must notify our customer success team immediately. Use of your account is personal, and you are prohibited from sharing your credentials with any unauthorized person.

5. Honest Reporting of Hive Accounts

Clients are required to report the number of active hives and the usage of hive identifier hardware, such as but not limited to BeeTags and stickers, accurately. False reporting or providing misleading data is strictly prohibited. We reserve the right to verify hive data at our discretion. Failure to provide accurate hive counts or data may result in suspension or termination of access to the Nectar Platform, as well as additional fees based on the correct hive count.

6. Audit Rights

Nectar reserves the right to audit the Client's use of the Nectar Platform to ensure compliance with this Agreement, including but not limited to verifying the number of active hives or any other data required under the service agreement. Any such audit shall be conducted upon reasonable prior notice to the Client and during normal business hours. If an audit reveals that the Client is in breach of any provision of this Agreement or has under-reported usage, the Client agrees to pay any under-reported fees and Nectar's reasonable costs of conducting the audit within thirty (30) days of receipt of an invoice. Repeated violations may result in suspension or termination of access to the platform.

7. Mobile-Specific Clause

If you access the Platform via our mobile applications (iOS or Android), you agree to comply with any applicable terms of service of the respective app stores. The Company is not responsible for any issues related to app store updates, compatibility, or third-party terms.

8. Prohibited Uses

When accessing or using the Platform, you agree not to engage in any of the following activities:

  • Unlawful Activities: You will not use the Platform for any illegal purposes, or in a way that violates any local, provincial, state, national, or international laws or regulations.
  • Tampering with Software: You agree not to attempt to reverse engineer, decompile, disassemble, modify, or tamper with the Platform’s software, source code, or any underlying technology. Any attempt to bypass or disable any security or technical features of the Platform is strictly prohibited.
  • Unauthorized Access: You will not attempt to access the Platform through unauthorized means, including but not limited to automated systems such as bots, scrapers, or crawlers, or by circumventing any access controls or authentication measures put in place by the Company.
  • Transmission of Harmful Code: You agree not to upload, transmit, or distribute any viruses, malware, ransomware, or other malicious or harmful code through the Platform that could damage, disrupt, or compromise the security of the Platform, the Company’s systems, or other users' data.
  • Sharing Credentials: You will not share your login credentials or grant access to the Platform to any unauthorized users. You are responsible for maintaining the confidentiality of your login information and for any actions taken using your account, whether or not authorized by you.
  • Interfering with Platform Functionality: You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or attempt to interfere with the proper working of the Platform, including by using denial-of-service attacks or similar tactics.
  • Misrepresentation and Impersonation: You agree not to misrepresent your identity, affiliation, or intent when accessing or using the Platform. Impersonating any individual or entity or falsely stating or misrepresenting your connection with another person or organization is prohibited.
  • Infringing on Intellectual Property Rights: You will not use the Platform in any way that infringes on the intellectual property rights of the Company or any third party, including copying, distributing, or reproducing any part of the Platform without proper authorization.

9. Fees and Payment

Your access to the Nectar Platform is subject to the fees outlined in your service, distributor, or/and client access agreement with Nectar. These fees are based on a base subscription plus additional charges for overage and added features, as detailed in your subscription plan. Any failure to pay the applicable fees may result in penalties, suspension or termination of access to the platform.

10. Termination

This Agreement remains effective until terminated by either party. Nectar reserves the right to suspend or terminate your access to the Platform for violation of this Agreement. You may also terminate your use with 30 days' notice by providing written notice to Nectar and discontinuing use of the Platform. Upon termination, your access will be revoked, but we will retain a non-exclusive right to continue using the anonymized data collected prior to termination for research and product development purposes.

11. Disclaimer

We provide our Products and Services using a commercially reasonable level of skill and care and we hope that you will find value in using them. However, there are certain things that we don’t promise about our Products and Services.

THEREFORE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER NECTAR NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE PRODUCTS AND SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONS OF THE PRODUCTS AND SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

12. Limitation of Liability

CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION THAT WOULD RELIEVE A MERCHANT FROM THE CONSEQUENCES OF HIS OR HER OWN ACTION. IF YOU ARE A QUÉBEC CONSUMER, THIS SECTION DOES NOT APPLY TO THE EXTENT THAT IT WOULD RELIEVE THE CORPORATION OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY ACTION OF THE CORPORATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NECTAR, ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS OR SUPPLIERS (COLLECTIVELY THE “CORPORATION PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT NECTAR HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NECTAR’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO NECTAR IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Nectar shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Corporation’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

The terms and conditions of these Terms of Service and Licence Agreement that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms of Service. You agree that limitations of liabilities set out in these Terms of Service and Licence Agreement are fair and reasonable in the circumstances.

13. Modification to the Agreement

Nectar reserves the right to modify this Agreement at any time. You will be notified of material changes through the platform or via email. Continued use of the platform following such updates constitutes your acceptance of the revised terms.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Quebec, Canada, and any disputes arising under or in connection with this Agreement shall be resolved exclusively through the courts of Quebec, Canada. Where applicable, disputes involving users in other jurisdictions, including the United States, may also take into account relevant local laws.

15. Miscellaneous

Entire Agreement: This Agreement, together with any referenced documents, constitutes the entire understanding between you and Nectar.

Severability: If any part of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

Force Majeure and Maintenance Downtime: In addition to events beyond the Company’s reasonable control (such as natural disasters or acts of government), the Company shall not be liable for any downtime resulting from scheduled maintenance or emergency fixes required to maintain the integrity and performance of the platform.

By clicking “I Agree” or using the Nectar Platform, you confirm that you understand and accept this Agreement.