Effective Date: August 6, 2025
This End-User License Agreement (the “Agreement”) is a legal agreement between I Can Infotech Inc., located at 210-137 Glasgow Street, Kitchener, ON, Canada (“Licensor”), and you, the individual or entity (“Licensee”) that is installing or using the FoodCus software (“Software”).
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY, ACCESS, OR USE THE SOFTWARE.
1. Grant of License
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, limited license to install and use the Software solely for Licensee’s internal business operations. This license permits use of the Software on a single device or within a single instance, unless otherwise specified in a separate written agreement with Licensor.
2. Restrictions
Licensee shall not, and shall not permit any third party to: a. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Software. b. Modify, adapt, translate, or create derivative works based on the Software. c. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or any functionality thereof to any third party. d. Use the Software in any manner that infringes the intellectual property rights or other rights of Licensor or any third party. e. Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Software. f. Use the Software for any unlawful purpose or in any manner not expressly permitted by this Agreement. g. Conduct any competitive analysis, benchmarking, or otherwise use the Software to develop any software or service that is competitive with the Software.
3. Ownership
The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein (such as copyrights, trademarks, trade secrets, and patents). This Agreement does not grant Licensee any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software, except for the limited license expressly granted herein.
4. Term and Termination
This Agreement is effective upon Licensee’s acceptance of its terms and shall continue until terminated. a. Termination by Licensor: Licensor may terminate this Agreement immediately without notice if Licensee breaches any material term of this Agreement. b. Termination by Licensee: Licensee may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies of the Software. c. Effect of Termination: Upon termination of this Agreement for any reason, Licensee must immediately cease all use of the Software and destroy all copies of the Software in Licensee’s possession or control. Sections 2, 3, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination of this Agreement.
5. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SOFTWARE; (III) ANY CONTENT OBTAINED FROM THE SOFTWARE; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
LICENSOR’S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE, IF ANY.
7. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to Licensee’s (or anyone using Licensee’s account) use of the Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Kitchener, Ontario, Canada.
9. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10. Entire Agreement
This Agreement constitutes the entire agreement between Licensee and Licensor regarding the use of the Software and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
11. Contact Information
If you have any questions about this Agreement, please contact I Can Infotech Inc. at: I Can Infotech Inc. 210-137 Glasgow Street Kitchener, ON, Canada Email: [email protected] Phone: +16472329742