Software Licence & IP Terms

HQL Solutions retains all rights, title and interest in and to the Canada Immigration CRM platform and all protectable improvements, enhancements, configurations and derivative works created by or for HQL, except for Customer Data and third-party materials.

HQL ownership includes, to the extent protected by applicable law, source code, object code, original screen designs, software architecture, workflow implementations, APIs, integration logic, database structures and compilations, documentation, templates created by HQL, product methods, technical know-how, trade secrets, security design, business logic, original reports, and HQL names, logos and branding.

Ideas, general business concepts, legal requirements and other material that is not protectable by intellectual-property law are not claimed beyond the rights actually available to HQL under applicable law.

Subject to payment of applicable fees and continued compliance with the relevant agreement, HQL grants the subscribing organization a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the subscription term to permit its authorized users to access and use the hosted platform solely for the organization’s lawful internal business operations.

No source-code licence is granted unless HQL expressly agrees in a separate written instrument signed by an authorized representative.

Implementation fees, subscription fees, customization fees, support fees, development charges or other payments do not transfer ownership of the underlying HQL platform unless a written copyright/IP assignment expressly identifies the work, rights, territory and duration being assigned and is signed by HQL.

Customer-specific configuration, fields, branding, workflows or integrations may be used by the customer through the platform, but HQL retains ownership of the reusable software, frameworks, libraries, methods and platform components used to deliver them, unless a signed agreement expressly states otherwise.

As between HQL and the subscribing organization, the subscribing organization retains its rights in information it or its users submit to the platform, including client records, case files, uploaded documents, messages, notes and other Customer Data.

The customer grants HQL only the rights reasonably necessary to host, reproduce, transmit, back up, secure, troubleshoot and otherwise process Customer Data to provide the contracted service and comply with lawful obligations.

HQL will not use Customer Data to create a competing immigration-services business or sell immigration-client data.

Except where a restriction cannot legally be enforced, the customer and users must not:

• copy, reproduce, publish, distribute, sell, rent, lease, sublicense, assign or commercially exploit the platform or any substantial protected portion of it;
• provide access to unaffiliated third parties except authorized users or contractors expressly permitted under the customer agreement;
• reverse engineer, decompile, disassemble, attempt to discover source code, reconstruct non-public architecture or bypass technical protection measures;
• create a derivative or competing software product by copying protected user-interface expression, source code, database compilation, documentation or non-public implementation details;
• systematically scrape, extract or harvest the platform’s protected content, metadata or configuration for replication or resale;
• remove, hide or alter copyright notices, developer attribution, licence notices, trademarks or proprietary legends;
• use HQL confidential information to develop, commission or assist a materially competing platform;
• permit access after the applicable user or organization is no longer authorized.

Nothing in these restrictions is intended to prohibit an act that applicable law expressly permits and does not allow the parties to contractually restrict, including any mandatory interoperability or lawful-use exception.

HQL may use general knowledge, skills, experience and non-confidential learnings obtained while providing services to improve its platform, provided it does not disclose Customer Data or the customer’s confidential information.

Unless a signed agreement states otherwise, fixes, upgrades, generic modules, reusable connectors, performance improvements and platform-wide features developed during a customer engagement remain HQL property.

If a customer or user voluntarily provides product feedback, suggestions or enhancement ideas, HQL may use that feedback without restriction or payment, provided HQL does not publicly identify the customer as the source without permission. This clause does not transfer ownership of Customer Data or the customer’s pre-existing intellectual property.

The customer retains ownership of its own names, logos, trademarks, documents, forms and other pre-existing materials. The customer grants HQL a limited licence to display and process such material only as necessary to configure and operate the customer’s authorized CRM environment.

The platform may incorporate third-party or open-source software. Such components remain governed by their applicable licences. Where a third-party licence grants a user rights that cannot be restricted by these terms, that third-party licence controls for that component.

Source code, credentials, deployment information, non-public schemas, security configuration, infrastructure information, unpublished product roadmaps, proprietary pricing logic and other non-public technical information are HQL confidential information and trade secrets where the law recognizes them as such.

Customers must use reasonable measures to prevent unauthorized disclosure and must promptly notify HQL if confidential technical information is exposed.

HQL may use ordinary service records, account records, audit logs and technical measures to verify compliance with licence scope, authorized-user limits and security restrictions. HQL will not use licence-compliance review as a pretext to access Customer Data unrelated to the verification purpose.

HQL may promptly suspend access reasonably believed to involve credential compromise, unlawful access, copying or extraction of protected technology, material licence breach or activity creating a substantial security risk. Where practicable, HQL will give the customer notice and an opportunity to cure before permanent termination.

The licence exists only during the applicable subscription or other agreed licence period. On expiry or termination, the customer and users must stop using the platform and any HQL confidential materials, except for rights expressly surviving under a signed agreement.

Termination does not transfer ownership of the software to the customer. Customer Data export or return is governed separately by the applicable customer agreement and data-processing terms.

If a third party alleges that the HQL platform itself infringes intellectual property and the claim is not caused by Customer Data, customer modifications, unauthorized combinations or use outside the agreed scope, HQL may, at its option, modify or replace the affected functionality, obtain necessary rights, or terminate the affected service and provide any remedy required by the applicable signed agreement or law.

Customers remain responsible for ensuring that material they upload, configure or instruct HQL to use does not infringe another party’s rights.

All rights not expressly granted are reserved by HQL Solutions and its licensors. No implied licence arises from access to the platform, technical support, disclosure of documentation or participation in implementation discussions.

Unless a signed agreement states otherwise, this licence is governed by Indian law. Any written assignment or licence of copyright is intended to be interpreted consistently with applicable Indian copyright law, including statutory requirements concerning written assignments and licences. Mandatory rights and exceptions that cannot lawfully be waived remain unaffected.

A signed HQL master software agreement, subscription agreement, order form, source-code licence, IP assignment or data-processing agreement may add to or replace these terms. Where there is a direct conflict, the signed agreement controls.