Date of last update: September 1, 2020.
“User” means the Lü account holder responsible for making the Lü Content available to Participants;
“Participants” means the persons (for example, the students of a class) to whom the User grants access to the Lü Content and User Content;
“Lü System” means Lü ÜNO, DÜO or MOBILE physical systems, including projectors, computers, cameras, lights, speakers and other system equipment. The Lü System provides access to the Operating System, to the Lü Content and to the User Content;
“Operating System” means the software created by Lü that enables interaction between the Lü System, the Lü Content, the User Content and the Web Portal;
“Lü Content” means any material made available by the Lü System and the Operating System, through the basic package or the Lü + package, including but not limited to applications, games, texts, graphics, images, videos, animations, illustrations, music, sound effects, light effects and individual or group results;
“User Content” means any content created by the User and integrated into the Operating System, the Web Portal or the Lü Content;
“User Public Content” means any User Content that the User chooses to share with other users of the Web Portal;
“Web Portal” means the Lü web portal through which the User can log in using the User ID and thus personalize certain parts of the Lü Content, or the content of other users in addition to being able to create original content;
“User ID” means the username (or email address) and personal password, which allow access to the Web Portal and the Operating System;
2. Ownership and Access to the Lü Content
2.1. Lü owns and operates the Lü Content through the Lü System and the Operating System.
2.2. Subject to what is provided for in this Agreement, Lü may at any time modify, suspend or cease, in whole or in part, the functionalities of the Lü System and the Operating System. Lü may remove, modify or edit any Lü Content or any User Content at any time without notice or compensation.
2.4. It is the responsibility of the User to obtain and maintain any ancillary equipment or services necessary for the connection, accessibility or use of the Operating System and the Lü Content, including but not limited to internet access.
2.5. The User acknowledges that he is responsible for the security of the Participants when using the Lü System, the Operating System and the Lü Content.
3. Scope of Use of the Lü System, the Operating System and the Web Portal
3.1. Under this Agreement, the User is solely authorized to use the Lü System and the Operating System to access the Lü Content and the Web Portal, as well as to create User Content, after having created a User ID.
3.2. The User ID is personal and exclusive. It must not be shared and shall not allow the uploading of content that is not under the control of the User.
3.4. Lü will allow User, through its account, to access the Web Portal and personalize the Lü Content, create User Content or share content with other users.
3.5. Lü uses third-party software in order to access the internal system of the Lü System and Operating System to resolve occasional technical problems, make adjustments or updates, or for training purposes for Users, as the case may be.
4. User Role
4.1. The User certifies that he is of legal age and responsible for providing access to the Lü Content to Participants. This content is for the exclusive use of the User, for the benefit of the Participants and those who have acquired the Lü System and the Operating System.
4.2. The User shall use the Lü System in order to enable Participants to use the Lü Content in a prudent and secure manner, under the supervision of the User.
4.3. The User is responsible for all content presented to the Participants through the Lü System from its User account. Lü is not responsible for User Content. The User accepts full responsibility that the User Content derived from his account under the User ID does not contain any illegal material or that may be considered threatening, obscene or offensive, defamatory, slanderous or harmful to anyone or that infringes any intellectual property right of any third party. The User agrees that all User Content will be made for educational, recreational or sporting purposes in order to conduct an activity with Participants through the Lü System. The User agrees not to use any personal information or data relating to Participants or any other person in the User Content.
6. Lü Content
6.1. The Lü Content may only be used with the Lü System and the Operating System and in accordance with the Agreement. The Operating System and the Lü Content are protected by intellectual property and copyright laws.
6.2. No one may use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, execute, download, display, license, sell or exploit, for any reason whatsoever, the Operating System and the Lü Content without Lü’s prior written authorization.
6.3. Subject to what is provided for in this Agreement, no one may modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative products, distribute, execute, display or, in any whatsoever, exploit the Lü Content.
6.4. The User acknowledges that the Lü Content which he accesses is at his own risk and that he is solely responsible for any damage or loss to a third party that may arise from the use of the Lü System, the Operating System or the Lü Content.
7.1. The User is responsible for all activity related to the Lü System, the Operating System, the Lü Content and the User Content. Any fraudulent, abusive or illegal activity may justify the termination of the right to access or use the Operating System and the Lü Content.
7.2. It is prohibited for anyone to decompile or reverse engineer or attempt to obtain the source code of the Operating System or the Lü Content.
8. Disclaimer of Warranty
8.1. Lü has no privileged relationship with any User or Participant or any fiduciary duty or other obligation towards them. The User acknowledges that Lü has no control over nor any duty to act, with respect to which User or Participant obtains access to the Lü Content, what effect the Lü Content may have on Participants, or how the User could use the Lü Content.
8.2. The Lü Content is provided “AS IS” without warranty of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for specific purposes, non-infringement, or that the use of the Lü System, the Operating System, the Web Portal and the Lü Content will be uninterrupted or error-free.
8.3. Lü makes no representations or warranties with respect to the User Public Content and Users waive any damage claim that they may have in relation to the availability of the User Public Content.
9.2. It is understood that the termination of this Agreement shall automatically result in the termination of any other agreement that Lü may have with any User or Participant.
9.3. All provisions of this Agreement, which by their nature should survive termination, including ownership, disclaimers of warranties and limitations of liability provisions, without limitation, shall remain effective even after termination.
9.4. If this Agreement is cancelled by Lü, Lü cannot be held responsible for any damage exceeding the amount paid for the use of the Lü System.
10. Applicable Law
10.1. This Agreement shall be construed in accordance with the laws of the province of Quebec and the laws of Canada applicable therein, without regard to any conflict of law rules which would give rise to the application of the laws of any other jurisdiction. Any conflict, claim or matter regarding the interpretation, execution and enforceability of this Agreement, and the rights and remedies of the parties hereto, and any related legal action or proceeding shall be initiated and continued within the province of Quebec, judicial district of Quebec. The parties agree to submit to and hereby irrevocably recognize the exclusive jurisdiction of this tribunal.
11. General provisions
11.1. Lü is not responsible for any breach of the obligations mentioned herein when such breaches are the result of causes beyond Lü’s control.
11.2. If any provision of this Agreement is declared invalid or unenforceable, any other provision herein shall be valid and separately applicable to the extent provided by law.
11.3. No negligence or abandonment by either party to exercise its rights shall be considered or construed by either party as a waiver of its rights.
11.4. No one shall assign, transfer or sublicense this Agreement without obtaining the prior written consent of Lü.
11.5. Lü may assign, transfer or delegate this Agreement and Lü’s rights and obligations without any consent.
11.6. The parties agree that this Agreement is the complete and exclusive declaration of mutual agreement between the parties and supersedes and cancels any prior written and oral understanding or communication and any other agreement relating to the subject matter hereof, and that subject to section 2.3, any modification shall be made in writing by both parties, unless otherwise specified herein.
11.7. This Agreement and any subsequent version posted on Lü’s website shall be deemed to be signed by both parties.
11.8. No intermediary, association, joint venture or employment is created by this Agreement. No one has the authority to bind Lü in any way.
11.9. The effective date of this version of the Agreement is September 1, 2020.