PLEASE READ THIS DOCUMENT CAREFULLY. This Terms of Service ("Agreement") is a legal agreement between you (referred to herein as "you", "your", or "subscriber") and 2137378 ONTARIO INC. ("oclmsoftware", "we", "our", or "us") for access to and use of our website available at www.oclmsoftware.com (the "Website") and the related software, and online services owned, controlled or offered by us that post a link to this Agreement (referred to collectively as the "Service" or "Services").
BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF ANY OF THE TERMS OF THIS AGREEMENT ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE WEBSITE OR SERVICE. YOUR CONTINUED USE OF THE WEBSITE OR SERVICE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.
YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.
A. You agree that (i) you will use the Service solely in accordance with this Agreement, (ii) all information supplied by you to us will be true, accurate, current and complete, (iii) you may receive electronic communications (e.g., e-mail notices) from us, and (iv) you will review the latest version of this Agreement posted on the Website each time before using the Services to check for amendments that may apply to you. We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability.
B. You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.
C. You are responsible for any breach of your obligations under this Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach.
D. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
E. Your mobile carrier’s data and other rates and fees will apply to all communications/data we send to your mobile device and to your access of the Service via your mobile device. Your carrier may prohibit or restrict certain capabilities of the Service, and certain capabilities of the Service may be incompatible with your carrier or mobile device. You should check with your carrier to find out what plans are available and how much they cost. Wireless service is not available in all areas. Not all handsets are supported.
Restrictions on Use of the Service:
You represent, warrant, and agree that you will not:
(i) use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state and federal laws and regulations and international treaties;
(ii) use the Service for the distribution, housing, processing, propagation, storage, or otherwise handling in any way any material (including links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
(iii) permit or otherwise enable unauthorized users to access and/or use the password-protected portions of the Service;
(iv) use the Service to export data in violation of applicable U.S. laws or regulations;
(v) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service;
(vi) remove any copyright, trademark, patent or other proprietary notices from the Service;
(vii) distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement;
(viii) frame or utilize framing techniques to enclose the Service, or any portion thereof;
(ix) exploit the Service or collect any data incorporated in the Service or act upon or interact with the Website or systems in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
(x) register as a user of the Service by providing false, inaccurate, or misleading information;
(xi) impose an unreasonable or disproportionately large load on our infrastructure;
(xii) attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service).
Provision of the Service by Us:
We are constantly improving the Service in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Service which we provide may change from time to time without prior notice to you. Any new features that augment or enhance the current Service shall be subject to this Agreement.
Your Password and Account Security:
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately by using the "Contact" feature on the Website. Your Google/Microsoft/Paypal account passwords are never kept or seen to us. Unless disclosure is mandated by law or legal process, oclmsoftware will not intentionally disclose your personal information to a third party only unless you specifically consent to provide such information to a third party. Registering and Login is done via certain social networking credentials ("Social Login"), such as Google and Microsoft. You shall comply with the terms of service/use of any social networking service used to Register or Login to the Service as well as these Terms. You will agree to share your email address, username, displayname, first name and last name from your Social Login when creating or updating an account, or logging into your account to allow the Service to identify and communicate with you. You agree that you are personally responsible for the use of your Services account, 3rd party login, and for all of the communication and activity in connection with the Services. You are responsible for any use of your credit card or other payment instrument (e.g. PayPal) by third parties including minors.
Content in the Service:
A. You understand that all information (such as data files or written text) which you may have access to as part of, or through your use of, the Service are the sole responsibility of the person from which such content originated. All such information is referred to as "Content".
B. You acknowledge that Content presented to you as part of the Service may be protected by intellectual property rights which are owned by third parties.
C. You agree that you are responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
A. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, all data, graphics, icons, images, logos, text, and the compilation of all content therein, and all service marks, trademarks, trade names, and trade dress depicted on the Service are owned by us (or our licensors). Title, ownership rights and intellectual property rights in and to the Content shall remain with the applicable Content owner(s).
B. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to Content or contained within the Service.
C. You agree that in using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
Rights you grant to us:
A. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services. You grant us royalty free license to use the feedback you provide to us in any way.
B. You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with this Agreement and that we have no obligation to do so on your behalf.
C. In connection with Content you submit or post via the Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such Content in the manner contemplated by the Service and this Agreement. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant us all of the license rights granted herein.
D. You agree that we may, from time to time, view your personal data and customer data in order to resolve an issue, maintain or improve services, including to provide You assistance with technical or billing issues.
Changes to Agreement:
We reserve the right to change, amend and/or modify this Agreement, in whole or in part, at any time without notice. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Service. If you use the Service after the posting or other notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use. If you decide not to accept the modifications do not use the Service and cancel the Service.
THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. USE OF THE SERVICE OR ANY CONTENT, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA OR PRIVACY THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR INFORMATION. OCLMSOFTWARE DOES NOT GUARANTEE YOUR SERVICES WILL BE ACTIVE AND AVAILABLE 100% OF THE TIME AND WILL NOT BE HELD LIABLE FOR ANY LOSSES IN THE EVENT THAT THERE IS A SERVICE FAILURE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. THIS INCLUDES DAMAGES INCURRED BY THE SUBSCRIBER, THE SUBSCRIBER'S OWN PARTNERS, OR ANY THIRD PARTY.
DISCLAIMER OF LIABILITY:
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE PROVIDED HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICE PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE SERVICE. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Release and Indemnification:
You agree to release, indemnify and hold harmless us, our affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ fees, with respect to (i) your use or misuse of, or reliance upon, the Service or any Content, (ii) your violation of this Agreement or rights of another, and/or (iii) any Content you make available through the Service, (iv) violations of Your obligations of privacy to any Third Party; and (v) any claims with respect to acts or omissions of any Third Party in connection with the Service. For the avoidance of doubt, this section shall survive the termination of this Agreement or Services provided to you.
If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Term and Termination:
This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service. Discontinuing use of the Service does not relieve you of your prior liabilities and continuing obligations under this Agreement, as applicable. OCLMSOFTWARE reserves the right to discontinue or modify its Services and to change the price of any Services without notice to the Subscriber other than by disclosure on the Website. In the event that oclmsoftware terminates this Agreement or Website and/or Service, you will be not entitled to any refund and all of Your data will no longer be available to You.
Your right to cancel service:
You may cancel or non-renew the Service by contacting firstname.lastname@example.org
. If you cancel the Service, oclmsoftware does not issue credits or refunds in the event of a change in services requested or cancellations. You understand and agree that cancellation of your Service subscription is your sole right and remedy with respect to any dispute with oclmsoftware. This includes, but is not limited to, any dispute involving: (a) any term of this Agreement, or oclmsoftware application or enforcement of this Agreement; (b) any policies or practices of oclmsoftware, or oclmsoftware's application or enforcement of these policies or practices; (c) any Content provided through the Service, or any change in the Content provided; (d) your ability to access or use the Service or any Content; or (e) the fees, payment methods, or any change to the fees, or payment methods. In the event that oclmsoftware terminates this Agreement or the Service, you will be not entitled to refund of amounts you have already paid for any time periods following the effective date of termination. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement or Services.
Refunds, credits and cancellations:
oclmsoftware does not issue credits or refunds in the event of a change in services requested or cancellations or non-use or non-activation or website shutdown, discontinued or the Website being offline. Subscription fees are non-refundable and not tax deductible. All fee-based Services are based on a fee amount paid via the Subscriber's credit card or PayPal.com payment or any other form of payment accepted by PayPal.com.
Governing Law and Venue for Disputes:
This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the Province of Ontario Canada and Canadian federal law without regard to its conflict or choice of law's provisions. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Any dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the federal or provincial courts located in the greater Toronto area, Ontario Canada (and courts with appellate jurisdiction therefrom), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision and the disclaimer of liability and disclaimer of warranties herein, we are able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.
If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
No Assignment, Sublicense or Transfer:
You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
Communications by Us:
You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Service, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
You agree to receive service or support messages email communications including alerts, security alerts, announcements, account notifications and updates essential to maintaining our services and software. Because such email is necessary for your use or continued use of the Service, you will receive such email even if you have not signed up for, or have opted out of receiving emails.
This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.
If you are less than 16 years old, you should obtain your parent's permission to use the Services. If you are a parent permitting a minor to use the Services, you agree to: Exercise supervision over the minor's use of the Services and access to the Internet. Assume all risks associated with the minor's viewing of content received through use of the Services and the minor's transmission of materials, content, or information. Assume any and all liabilities resulting from the minor's use of the Services.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to comply with applicable laws, and the remainder shall remain in full force and effect. Failure to enforce any provision of this Agreement, on any one occasion, will not affect the right to enforce other provisions, or the same provision on another occasion.
Compliance with laws:
Subscriber will comply with all state, province and federal laws, rules, regulation and tariffs regarding any specific applications and use of the Services.
Any failure of oclmsoftware to enforce any provision of this Agreement shall not constitute a waiver of any rights under such provision or any other provision of this Agreement.
Links to Third Parties:
The website contains links to other sites on the Internet that are owned and operated by third parties. We do not control the information, products, or services on these third party sites. The inclusion of any link does not imply endorsement by oclmsoftware of the site or any association with their operators. Because oclmsoftware has no control over such sites and resources, you agree that oclmsoftware is not responsible or liable for the availability or the operation of such external sites, for any material located on or available from any such sites, or for the protection of your privacy data by third parties. Any dealings with or participation in promotions of advertisers on our Service, including the payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. You further agree that oclmsoftware shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions. We have not reviewed all of the sites linked to its website and are not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by oclmsoftware of the site. Use of any such linked website is at the user's own risk.
Use of data:
Subscribers and all visitors agree that all data generated by the services are for Subscriber's use and reference only. If Subscribers use the Services to generate material/text, which Subscriber does not directly own, Subscriber agrees not to publish on other websites the material acquired.
Right to Prohibit:
We reserve the right to prohibit any conduct or to remove any materials or content in violation this agreement or which oclmsoftware believes in its sole discretion to be illegal or potentially harmful to others or may expose oclmsoftware to harm or liability. We reserve the right to terminate the use of any email address or account using the services at any time.
Except for Subscriber's payment obligations, neither party will be liable for any failure or delay in performing any obligation under this agreement that is due to causes beyond its reasonable control, such as natural catastrophes, government acts or omissions, laws or regulations, labor strikes, communications systems breakdowns, hardware or software failures, transportation stoppages or slowdowns, or the inability to procure supplies or materials.
If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by oclmsoftware to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) oclmsoftware may share with the Third Party any Customer Data that is specific to you or the Third Party's Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.
How to Contact us:
Specific questions about this Agreement should be directed to: email@example.com