1. Privacy Statement
2. Governing Law
3. Web Site Terms and Conditions of Use
The Web Site and the information and contents contained in the Web Site, (collectively “Content”) are protected by copyright, trademark, patent and other intellectual property laws under both Canadian and foreign laws, which may be violated by unauthorized use of the Web Site or Content. AwareBase retains all copyright, trademark, patent and other proprietary notices contained in the original Content on any copy you make of the Content.
5. License and Confidentiality
6. Disclaimer of Warranties
The Web Site and content are provided “as is” without any representation, warranties or conditions of any kind, express or implied, including, without limitation, implied warranties or conditions or merchantability, fitness or a particular purpose or use, title or non-infringement. No representations or warranties are made concerning the accuracy, completeness, timeliness or reliability of the Web Site or content.
7. Limitation of Liability
In no event shall AwareBase, its officers, affiliates, agents, licensors, employees or suppliers (collectively “its representatives”) be liable to you or any third party for any direct, indirect, incidental, special or consequential damages or losses whatsoever, including but not limited to lost revenue, lost or damaged data or economic loss, regardless of the cause of action, arising directly or indirectly with respect to the Web Site, content or use of the Web Site or content. Notwithstanding the foregoing, in event that AwareBase or its representatives are found liable for damages, such damages shall not exceed the greater of $1,000 Canadian dollars.
TINA5S (Last Updated April 21st, 2014)
These Terms of Service (the “Agreement”) are a legal agreement between you (“Customer”) (or you as an “Authorized User” as defined below), and AwareBase Corporation, with an address at 4118-93rd Street NW, Edmonton, Alberta T6E 5P5, Canada (“AwareBase”).
1. Service Subscription and Customer IDs
This Section does not apply where this Agreement is agreed to by an Authorized User and not on behalf of a Customer. Upon Customer subscribing for AwareBase services on the AwareBase website located at http://www.tina5s.com/ (“Website”), AwareBase shall provide Customer with access to the AwareBase services described on the Website (“Services”) for no fee. No fee access to the Services and Website are for a limited capacity, which once exceeded will require payment of fees in order to utilize the Services and Website. AwareBase may suspend or terminate this Agreement and Customer’s account if Customer breaches any of the terms and conditions of this Agreement, or becomes insolvent, subject to bankruptcy proceedings, ceases operations or has a receiver appointed over it or its assts. AwareBase may terminate this Agreement and access to the Website, Services and Software for convenience at any time by providing thirty (30) days’ notice to Customer, and refunding any unused prepaid amounts. Customer may terminate this Agreement and access to the Website, Services and Software for convenience at any time by providing thirty (30) days’ notice to AwareBase, but Customer shall not be entitled to any refund of amounts paid. Access to Content shall be lost at the end of such thirty (30) day period.
2. Customer IDs
On subscription, Customer will receive a unique customer network identification number (“Customer Network ID”) and its authorized users (“Authorized Users”) shall receive user identification numbers (“User IDs”). “Customer Account Information” means: the Customer Network ID, User IDs and User passwords; and security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Customer and its Authorized Users to access the Services and Website. Customer is solely responsible for maintaining the accuracy, confidentiality and security of the Customer Account Information. Customer and the applicable Authorized User will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Customer Account Information. AwareBase is entitled to relay any Communications it receives through use of the Customer Account Information as if such Communications were sent or authorized by Customer and the applicable Authorized User. Customer and Authorized User agree to immediately notify AwareBase if Customer or Authorized User becomes aware of any loss, theft or unauthorized use of any Customer Account Information. AwareBase reserves the right to deny Customer or any specific Authorized Users access to the Software or Services (or any part thereof) if AwareBase reasonably believes that any loss, theft or unauthorized use of Customer Account Information has occurred, or if Customer or Authorized User has violated any of its obligations under this Agreement, including but not limited to those in Section 8. Customer must inform AwareBase of, and hereby grants to AwareBase permission to use, Customer Account Information to enable AwareBase to provide the Services to Customer, including addressing errors or service interruptions, and to enhance the types of data and services AwareBase may provide to Customer in the future. Customer’s designated representative(s) (“Customer Representatives”) shall be responsible at all times for maintaining the accuracy and completeness of the Customer Account Information. Customer Representatives shall have the right to block Authorized User IDs at any time, and will have access to any and all information about an Authorized User’s use of the Service and to Content stored as part of the Service. If you are an Authorized User who received access to the Web, you acknowledge and agree to this access by the Customer and Customer Representatives.
3. Changes to Services
AwareBase may change the terms and conditions of this Agreement from time to time in its sole discretion by posting the revised terms and conditions on Website, and by sending the Customer and Authorized Users email notice of the revised terms and conditions at least thirty (30) days prior to effective date of such changes. If Customer does not accept the changed terms and conditions, Customer may terminate this Agreement by providing notice to AwareBase at any time within such thirty (30) day period, without any financial liability to AwareBase, other than the payment of any Fees that are due or are accruing at the date of termination. Authorized Users not accepting the changed terms and conditions should contact the Company Representative to discontinue their User ID and access to the Services and Website within thirty (30) days of the receipt of notice. If Customer has prepaid for any Services that are being terminated, AwareBase shall provide a pro-rata refund of any prepayment. Customer or Authorized Users shall be deemed to have accepted the changes to this Agreement if Customer or Authorized Users continue the applicable account or use any of the Services or the Website after such time period.
To the extent that the Customer is provided or is required to download software (“Software”) in order to access or use the Services, AwareBase hereby grants Customer a limited non-exclusive license during the term of this Agreement to use the Software solely for the purpose of accessing and using the Services in accordance with this Agreement. Customer agrees to uninstall any installed Software on termination of this Agreement. If Customer is a U.S. Government entity, any Software and related documentation that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
AwareBase and its licensors shall retain all right, title and interest in and to the Services, Website and Software, including but not limited to all intellectual property rights in or to the Services, Website and Software. To the extent that Customer or any Authorized User provides any comments, information, improvements or changes to the Services, Website, or Awarebases’ processes (collectively, “Feedback”), Customer or Authorized User, as applicable hereby grants AwareBase a perpetual, irrevocable, worldwide, royalty free, fully paid up license to freely use, reproduce, modify, distribute and otherwise exercise any rights in or to the Feedback. AwareBase hereby grants to Customer a non-exclusive, royalty free and fully paid up license to use, reproduce, display, perform all data and other output arising from Customer’s or Authorized User’s use of the Services. All rights not expressly granted are hereby reserved. Other than as provided as part of the Content, the trademarks and logos displayed on the Website (collectively, the “Trademarks”) are the registered and unregistered marks of AwareBase, its affiliates or licensors, and are protected by Canadian and international trademark laws. Neither Customer nor Authorized User acquires any rights to the Trademarks and all goodwill arising from the use of the Trademarks shall enure to the benefit of AwareBase. Customer and Authorized User agree not to cover, obscure, remove or alter any proprietary notices on the Services, Website or Software.
Customer shall own all right, title and interest in and to all data and content it or an Authorized User that is part of such Company, submits to the Website when using the Services (“Content”), and hereby authorizes AwareBase to use, reproduce, display, perform, adapt , modify and create derivative works of the Content solely to provide Services to Customer. AwareBase does not monitor control, validate or endorse Content. Customer represents and warrants that it owns or has a valid license to use all Content used by Customer with the Services, Website or Software, and that the Content is not unlawful, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable, and does not infringe or misappropriate the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person. Access to Content is controlled by Customer and Authorized Users. If access is granted to Content, Customer or Authorized User, as applicable, acknowledges that those to whom access is provided may share the Content with others. Customer and Authorized Users, as applicable, shall be responsible for maintaining adequate security, backup and encryption technology and procedures to protect the Content, and will promptly resolve any complaints or claims about the Content, including allegations of infringement or take down notices pursuant to the Digital Millennium Copyright Act or similar legislation. Customer and Authorized User acknowledge and agree that the Services, Software, Website and Content, which may include personal information, will be stored and processed in multiple locations, including but not limited to inside the United States.
Customer agrees to pay applicable fees to AwareBase, plus any applicable taxes, including but not limited to GST, PST and HST, as agreed to by Customer Representative (“Fees”). Any Fees not paid within thirty (30) days of the invoice shall accrue interest at the lesser of twelve percent (12%) per annum or the maximum amount permitted by applicable law.
8. Obligations and Acceptable Use
Customer is responsible for acquiring and maintaining at its sole expense, all equipment, hardware, software, communications network connections, and access to the Internet necessary to access and use the Services, Website and Software. Customer and Authorized User agree not to (i) rent, sell, lease, lend, redistribute or sublicense the Services, Website or Software or permit any third party to benefit from the use or functionality of the Services, Website or Software via a rental, lease, timesharing, service bureau, or other arrangement; (ii) allow anyone other than Authorized Users to access Services, Website or Software; (iii) use the Services, Website or Software in any way that does not comply with all applicable laws (including but not limited to applicable export control laws) or with this Agreement; (iv) use or access the Services, Website or Software on any computer or device that Customer does not own or control; (v) copy, modify, translate, adapt, or create derivative works of the Services, Website or Software; (vi) circumvent any technical or security limitations in the Services, Website or Software, or use any tool to enable features or functionalities that are otherwise disabled in the Services, Website or Software; (vii) decode, decompile, disassemble, derive the source code or otherwise reverse engineer the Services, Website or Software, except as otherwise permitted by applicable law or by licenses with respect to open source software included with them; (viii) perform or attempt to perform any actions that would interfere with the proper working of the Services, Website or Software, prevent access to or the use of the Services, Website or Software by AwareBase’s other licensees or customers, or impose an unreasonable or disproportionately large load on AwareBase’s infrastructure; (ix) submit or transmit Content that is unlawful, harmful, spam, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable, or infringes or misappropriates the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person; ( x) copy, modify, translate, adapt, create derivative works based upon, reproduce, republish, upload, post, transmit, resell or distribute in any way the material found the Website, except as authorized in writing by AwareBase; or (xi) use the Services, Website or Software in the operation of nuclear facilities, air traffic control, navigation or communication systems, medical devices or in other situations where the failure of the Services, Website or Software could lead to personal injury, death or property damage.
9. Third Party Links
AwareBase is not responsible for the content of services of any off-Website pages or any other websites linked to or from the Website. Links appearing on the Website are for convenience only and are not an endorsement by AwareBase, or AwareBase’s affiliates or licensors. Customer’s or Authorized User’s linking to or from any off-Website pages or other websites is at their own risk. AwareBase is in no way responsible for examining or evaluating, and does not endorse, control or make any representations, warranties or conditions concerning the links or the third party sites, nor does AwareBase assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. It is the responsibility of Customer and Authorized Users to verify any information contained within linked sites before relying on it. Customer or Authorized User should carefully review the terms and conditions and privacy policies of all off-Website pages and other websites that Customer or Authorized User visits.
THE SERVICES, WEBSITE AND SOFTWARE, IF ANY, ARE PROVIDED ‘AS-IS” AND AWAREBASE DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES, WEBSITE OR SOFTWARE WILL BE AVAILABLE WITHOUT INTERRUPTION OR ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AWAREBASE HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING DICSLAIMERS. IN SUCH AN EVENT, THESE DISCLAIMERS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
12. Limitation of Liability
IN NO EVENT WILL AWAREBASE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO THE CUSTOMER, AUTHORIZED USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION OR ANY OTHER DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE OR ACCESS THE SERVICES, WEBSITE OR SOFTWARE, EVEN IF AWAREBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER RESULTING FROM OR AS A RESULT OF FUNDAMENTAL BREACH, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER TORT. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM LIABILITY FOR AWAREBASE OR ITS SUPPLIERS TO THE CUSTOMER OR AUTHORIZED USER FOR CLAIMS OF ANY KIND IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE. SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING LIMITATIONS. IN SUCH AN EVENT, THESE LIMITATIONS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
Customer shall defend, indemnify and hold harmless AwareBase and its affiliates and suppliers from and against any loss, damages or costs, including reasonable legal fees, related to any third party claim, action, or demand resulting from any allegation that the Content or use thereof infringes or misappropriates any patent, trade secret, trademark, copyright or other intellectual property right of a third party, or from any use of the Services, Website, or Software in violation of this Agreement or applicable law.
This Agreement and documents referenced in this Agreement constitute the entire understanding of the parties concerning the subject matter of this Agreement and supersede all prior written or oral understandings. The parties are independent contractors, and this Agreement shall not be construed as creating any partnership or joint venture or other similar relationship between the parties. Customer shall not assign this Agreement in whole or in part without the prior written consent of AwareBase, which may be withheld in its sole discretion. Authorized Users shall have no right to assign this Agreement, in whole or in part. No delay or failure by AwareBase to exercise any right under this Agreement, and no partial or single exercise of that right, nor acceptance of a partial payment, or the waiver of condemnation of any breach or default, shall constitute a waiver of that or any other right, unless otherwise expressly provided. Any waiver of the terms herein by AwareBase must be in writing and signed by an authorized officer of AwareBase and expressly reference the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by the law of the Province of Alberta, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods is disclaimed by the parties and does not apply to this Agreement. The parties hereby attorn and submit to the exclusive jurisdiction and venue in the courts of the Province of Alberta located in Edmonton, Alberta. Sections 4-6, 7 (with respect to unpaid amounts due or accruing due), and 8-14 shall survive any termination or expiration of this Agreement. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Notices under this Agreement may be sent via email to AwareBase to email@example.com and to the Customer or Authorized User at the email address provided by Customer when registering for the use of the Service.