Pyxis Technologies Inc. - Minyaa Suite - Partner License Agreement

1. Definitions

  • Accessible Code means source code contained within the Product that is unprotected and accessible under this agreement.



  • Authorised Machine means a single installation of a copy of the Product on a single physical computer.



  • Authorised Server Node means a single installation of a copy of the Product within a J2EE application server on a single physical server, which is either stand alone or within a connected cluster.



  • Authorised Use means the use of Accessible Code and Provided Code to improve his understanding of Minyaa Suite under the terms of this agreement in accordance with Section 10.



  • Authorised User means a person or user account who is Licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Licensee.



  • Embedded Software means third party software licensed by Pyxis Technologies Inc. from a Licensor and embedded in the Product.



  • License means the right to use the Product as defined by Authorised Use.



  • Licensee means the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and conditions of this agreement.



  • Licensor means the licensor of the Embedded Software.



  • Pyxis Technologies Inc. means Pyxis Technologies Inc., located at 440, Armand-Frappier Blvd., Suite 120, Laval, Quebec, Canada, H7V 4B4.



  • Product means Minyaa Suite delivered by Pyxis Technologies Inc. to Licensee, and which contains Embedded Software, including any updates provided under the terms of this agreement in accordance with Section 5.



  • Partner means the individual or entity (inclusive of subsidiaries) that has contracted a Partnership under the terms of the Software Distribution Agreement and the terms and conditions of this current agreement.



  • Protected Code means source code contained within the Product that is protected against access by Pyxis Technologies Inc. and is not accessible under this agreement.





  • Provided Code means source code contained within the Product that is a part of Protected Code (as defined in EULA), accessible under this agreement.



  • Software Distribution Agreement means contract signed between Pyxis Technologies Inc. and Partner.



  • USD means United States dollars. CAD means Canadian dollars.

2. EULA Inclusion

This Partner License Agreement is an extension of the End User License Agreement (EULA) of Minyaa Suite Product.

The acceptance of this License by licensed, implies an implicit acceptance of the EULA available on this site.

3. Grant of Licence

Subject to the terms of this agreement, including limitations defined by the License, Pyxis Technologies Inc. grants to Licensee, and Licensee accepts from Pyxis Technologies Inc., a worldwide, non-exclusive, non-transferable, non-sublicensable License to use Accessible Code and Provided Code to extend the Product as defined by Authorised Use.

4. No Warranty

Save as provided in Sections 13 and 14 below, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that Pyxis Technologies Inc. does not warranty that the Product will be error-free, complete, or correct. Pyxis Technologies Inc. provides evaluation copies of the Product so that customers can assess the Product.

5. Pyxis Technologies Inc. Obligations

Upon receipt of signed Software Distribution Agreement from Licensee and on his explicit demand, Pyxis Technologies Inc. will :
  1. supply the Accessible Code and Provided Code via electronic media; and



  2. provide Software Maintenance as defined in EULA Section 6, as Partner's Customers are valid Licensees as defined in Minyaa Suite's EULA.

6. Software Maintenance

Software Maintenance includes Pyxis Technologies Inc.'s provisioning to Licensee Product updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product (excluding any form of on-site visits by Pyxis Technologies Inc. personnel or contractors).

7. Licensee Obligations

The Licensee must at all times:
  1. ensure that only an Authorised User may access to Accessible Code and Provided Code, and only for Authorised Use in accordance with the terms and conditions of this agreement;



  2. advise Pyxis Technologies Inc. in writing within thirty (30) calendar days if the Licensee becomes aware of any unauthorised use or distribution of the Product by any person.



8. Unauthorised Use or Distribution

Licensee may not, whether through deliberate or negligent act or act of omission:
  1. distribute or cause the distribution of the Accessible Code and Provided Code to any third party other than an Authorised User; or



  2. directly access or use any Embedded Software independently of the Product.
Licensee is required to report its discovery of any such violations to Pyxis Technologies Inc., in writing within thirty (30) calendar days.



Any such violations will entitle Pyxis Technologies Inc. to, in addition to any other right or claim that Pyxis Technologies Inc. may have against Licensee, retroactively charge the Licensee, in addition to any other fees payable by the Licensee under this agreement, a fee calculated based on the number of prohibited distributions times the respective list prices that Pyxis Technologies Inc. and/or the Licensor charges for the Product or Embedded Software respectively.

9. Investigation of Unauthorised Use and Distribution

If Pyxis Technologies Inc. reasonably suspects that the Accessible Code and Provided Code has been distributed to or obtained by any person or party without Pyxis Technologies Inc.'s prior written consent, Pyxis Technologies Inc. has the right to request from the Licensee an unqualified certificate executed by the Licensee's auditor at the Licensee's cost for the purpose of verifying compliance with Authorised Use of the Accessible Code and the Provided Code.



In the event of such requests, which shall be made no more frequently than once per calendar year, Pyxis Technologies Inc. will provide at least thirty (30) calendar days written notice.

10. License's Restrictions

The same restrictions as those defined for the End User (in EULA), are applied.

They are completed by the following.

The Partner can access the Accessible Code and the Provided Code of Minyaa Suite to improve his understanding of Minyaa Suite and allow it to develop extensions :
  • to feed data extended in JIRA by Minyaa Suite, through the available APIs,
  • to access data managed and produced by Minyaa Suite, always through the available APIs ,
  • to provide new reports based on the aggregation's mechanism available in Minyaa Suite,
  • to use some of the various mechanisms available: LicenseManagement, SettingsManagement, InstallationManagement
Extensions must be developed in separate product, with dependency on Minyaa Suite.



If to achieve his purposes, the Partner must change sources of Minyaa Suite, he will have to provide all updates to Pyxis Technologies Inc., in order to see them integrated in future release of Minyaa Suite, after validation by the Minyaa Suite Team.



If to achieve his purposes, the Partner must make an overload via injection (IOC) or by extending classes, a component of Minyaa Suite, he will have to notify Pyxis Technologies Inc. about a such operation.

After evaluation, the Minyaa Suite Team will decide whether or not its integration and impact on the support conditions.



All modifications made to the Accessible Code or the Provided Code must be made by integrating the internationalization for languages provided by Minyaa Suite.



All modifications made to the Accessible Code or the Provided Code for version of Minyaa Suite and JIRA (eg Miny 1.4 for JIRA 4.0) must be validated on all supported versions of JIRA (eg Minyaa Suite 1.4 for JIRA 3.12.3).



If the extensions developed by the Partner require changes in sources in JIRA (as required Minyaa Suite), their implementation will have to be done via an automated installation mechanism (provided by the Partner or based on Minyaa Suite Installation Management).



The Partner may not distribute:
  • Sources of Minyaa Suite's Code,
  • Compiled Protected Code or the Provided Code of Minyaa Suite.
The Partner will provide to his End User, the first level support for features Minyaa Suite concerned with his own extensions.



If the Partner requires support from Pyxis Technologies Inc. for Minyaa Suite's functionalities impacted by or impacting his extensions, it will have to provide an access to Extension Code. Pyxis Technologies Inc. will have to abide by the terms of the license associated with such sources.

11. Terms

The term of this agreement begins as soon as the Software Distribution Agreement is signed and will continue in full force and effect until terminated in accordance with Section 12.

12. Termination

This agreement may be terminated by either party if the other party commits a material breach.

Either party will have thirty (30) calendar days following receipt of written notice to remedy any material breaches. Immediately upon termination, any Accessible Code and Protected Code in possession, custody or control of Partner must be destroyed and written confirmation of such destruction provided to Pyxis Technologies Inc..



EULA Sections 1, 2, 4, 8 - 10, 13 - 15, 18, and 19 shall survive any termination of this agreement.



PLA Sections 1, 2, 8 - 10 13 - 15, and 19 shall survive any termination of this agreement.

13. Infringement Indemnification

  • (a) Pyxis Technologies Inc. will defend or settle, at its expense, any action brought against Licensee based upon the claim that the Product, if used within the scope of the License granted under this agreement, directly infringe a registered United States, European Union or Commonwealth patent or copyright; provided, however, that:



    1. Licensee shall notify Pyxis Technologies Inc. promptly in writing of any such claim;
    2. Licensee shall not enter into any settlement or compromise any claim without Pyxis Technologies Inc.'s prior written consent;
    3. Pyxis Technologies Inc. shall have sole control of any such action and settlement negotiations; and
    4. Licensee shall provide Pyxis Technologies Inc. with information and assistance, at Pyxis Technologies Inc.'s request and expense, necessary to settle or defend such claim.


    Pyxis Technologies Inc. agrees to pay all damages and costs finally awarded against Licensee attributable to such claim. The foregoing states the sole liability of Pyxis Technologies Inc. and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Pyxis Technologies Inc. hereunder.



  • (b) If the Product becomes, or in the opinion of Pyxis Technologies Inc. may become, the subject of a claim of infringement of any third party right, Pyxis Technologies Inc. may, at its option and in its discretion:



    1. procure for Licensee the right to use the Product free of any liability;
    2. replace or modify the Product to make it non-infringing; or
    3. refund any license fees related to this Product paid by Licensee.




  • (c) Licensee will defend or settle, at its expense, any action brought against Pyxis Technologies Inc. based upon the claim that any modifications to the Product or combination of the Product with products infringes or violates any third party right; provided, however, that:



    1. Pyxis Technologies Inc. shall notify Licensee promptly in writing of any such claim;
    2. Pyxis Technologies Inc. shall not enter into any settlement or compromise any such claim without Licensee's prior written consent;
    3. Licensee shall have sole control of any such action and settlement negotiations; and
    4. Pyxis Technologies Inc. shall provide Licensee with information and assistance, at Licensee's request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Pyxis Technologies Inc. attributable to such claim.




  • (d) Notwithstanding Subsection (a) above, Pyxis Technologies Inc. assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Pyxis Technologies Inc. or combination of any of the Product with products not approved by Pyxis Technologies Inc..

14. Limitation of Liability

Except for the indemnification obligations of Section 13 or breach of Sections 2, 8 or 10, neither party will be liable to any person for any loss, damage, cost, expense or other claim (including consequential, direct, indirect, special, punitive or other damages and loss of data or profits) in relation to the Product including, without limitation:
  • (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in a Product);
  • (b) any delay, interruption or other failure in the provision of the Product; or
  • (c) any change in the form or content of the Product. In no event will Pyxis Technologies Inc.'s and Licensors' aggregate liability under any claims arising out of this agreement exceed the fees paid by Licensee under this agreement.
Except for each party's indemnification obligations or breach of Sections 2, 8 or 10, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Section 4 are not allowed by applicable law, then the liability of Pyxis Technologies Inc., and the remedy of Licensee, shall be limited to:
  1. the re-supply of any defective Product; or

  2. the refund of any license fees paid by Licensee for such defective Product

15. Intellectual Property

The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of Pyxis Technologies Inc. or the Licensors and Pyxis Technologies Inc. is entitled to take whatever action it may decide in order to protect its intellectual property rights in the Product.

Pyxis Technologies Inc. and the Licensee agree to maintain each other's confidential information in strict confidence. The parties agree to not reveal each other's confidential information to any third party or to use each other's confidential information for any reason other than to exercise rights or obligations clearly contemplated by this Agreement.

16. Publicity Rights

As mentionned in Software Distribution Agreement, each party grants to the other the right to refer to the partner relationship governed by this agreement on its website or other promotional material.

Within ten (10) Business Days of either party's written request, the notified party will remove the other party's name from its website or other materials and will make no further reference to that party in any future promotional material.

17. No Assignment or Amendment

Licensee may assign this agreement to:
  1. succeeding parties in the case of a merger, acquisition or change of control; or



  2. if Licensee is a supplier to a government agency; provided, however, that in each case,
    • (a) Pyxis Technologies Inc. is notified in writing within ninety (90) days of such assignment,
    • (b) the assignee agrees to be bound by the terms and conditions contained in this agreement and
    • (c) upon such assignment the assignee makes no further use of the software licensed under this agreement.
Pyxis Technologies Inc. may assign its rights and obligation under this agreement without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.

18. Governing Law

This agreement is governed by the laws of Quebec (QC), Canada, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of QC, Canada.