Terms Services - eComGlobuseComGlobus

Terms of Use

ACCEPTANCE
1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between LogixGrid Technologies (Canada) Inc having its registered office at 144 Hugh McDonald Drive, East St. Paul, MB, R2E 0H3 (referred to as “eComGlobus”, “we” or “us”) and the user (referred to as “User” or “you”), collectively referred to as the Parties or each a Party, (Agreement).
2. We own, or hold the relevant rights to, the “eComGlobus” and will license the use of the Software as a service to you.
3. This Agreement sets out the terms upon which we have agreed to grant a license to you to use our Services. This Agreement is binding on any use of the Services and applies to all users from the time we provide you with an account (User account) to access and use the Services (Effective Date).
4. By accessing and/or using the Services you:
  1. warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), and you understand it;
  2. In order to use or access the Platform, you must be competent to enter into a contract under applicable laws, this means and includes that you must be at least 18 years old to use our services. Your continued use of our services will mean that you are competent to enter into a valid and binding contract under applicable laws.
5. By using our Services, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.
6. User Account: In order to access or use some (or potentially all) of the features of our platform, You may have to become a registered user and open an account and/or log in to Your existing account with us (“Your Account”), the use of which will be subject to such terms and conditions as we provide to you in connection with the creation of Your Account (“Account Terms”). Your decision to provide information and create an account is purely voluntary and optional; however, if You elect not to provide it, then You may not be able to access certain (or potentially all) of the features of the SITE.
SERVICES
1. On or from the Effective Date and during the Term, we agree to provide the Services in accordance with the terms of this Agreement.
2. You agree that we own or hold the applicable licences to all Intellectual Property Rights including but not limited to copyright in our platform and Services and any documentation that we provide with the Services including any User configuration documentation.
3. We reserve the right to change or remove features of the Services from time to time. Where there is any material alteration to the Services in accordance with this clause, the we will provide you with 30 Business Days’ notice and we agree that any material alteration is at our sole discretion.
4. You agree that we,
  1. will supply the Services on a non-exclusive basis;
  2. do not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers and open-source software; and
  3. are not liable for any failure in, fault with, or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the user Environment or the facilities or services of any third party.
  4. reserve the right to refuse any request in relation to the Services that we deem inappropriate, unreasonable, or illegal.
LICENCE
1. In consideration for payment of the Fees, we grant to you, a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the Services in accordance with the intended purpose for the Services (Licence).
2. You agree that the Licence:
  1. commences from the Effective Date or the day the user is granted access to the Services, whichever occurs first;
  2. permits you to use the Services in accordance with the normal operating procedures, subject to any special condition agreed under the SOW; and
  3. permits you to provide access and use of the Services to Authorised Users by embedding the Services into your services for the use of your customers, as applicable.
LICENCE RESTRICTIONS
1. You must not access or use the Services except as permitted by the Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in the Services or Software. Without limiting the foregoing provisions, You agree and acknowledge that you must not and will not permit any person to:
  1. resell, assign, transfer, distribute or provide others with access to the Services;
  2. “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network;
  3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services or
  4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services or Software.
  5. You must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person within the jurisdiction in which you or your Personnel are located.
DATA
1. You grant us a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
  1. to supply the Services including to enable you, your Personnel and any Authorised Users to access and use the Services;
  2. to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;
  3. for diagnostic purposes;
  4. to test, enhance and otherwise modify the Services whether requested by you or not;
  5. to develop other Services; and
  6. 5.1.6. as reasonably required for the performance of our obligations under this Agreement.
2. You represent and warrant that:
  1. any and all Data supplied by you or otherwise accessed by us through the provision of the Services to you is your sole and exclusive property or you have secured any and all authorisations and rights to use the Data as applicable;
  2. your Data does not breach any relevant laws, regulations or codes;
  3. 5.2.3. your Data does not infringe the Intellectual Property Rights of any third party;
  4. you will comply with all applicable laws and regulations in the jurisdiction where you access and publish content using the Services; and
  5. to the extent that the Data contains personal data, you have obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
3. You acknowledge and agree that:
  1. any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. We are not liable for any such errors, omissions, delays or losses. You acknowledge and agree you are responsible for adopting reasonable measures to limit the impact of such loss or error;
4. We may relocate the Data to another jurisdiction. In each case, we will give you 15 Business Days’ notice and use all reasonable endeavours to minimise the effect of such change on your access and use of the Services;
5. We are not responsible for any corruption or loss of any Data if such corruption or loss is due your act or omission, your Personnel, Related Bodies Corporate or any Authorised Users; and
6. We are not responsible for the integrity or existence of any Data on the user Environment, network, or any device controlled by the user or your Personnel.
7. You agree to indemnify and hold us harmless for the corruption or loss of any Data controlled or stored by you or any Related Bodies Corporate, to extent the corruption or loss is not caused by our negligent act or omission.
OUR ADDITIONAL RESPONSIBILITIES AND OBLIGATIONS : We shall maintain commercially reasonable security measures to protect all Confidential Information in our possession or control, or in the possession or control of our Personnel, from unauthorised access, use, copying or disclosure.
DATA RETENTION AND MIGRATION : Upon cancellation, termination or expiration of a Subscription or termination of the services, your Data in the platform will be preserved for [30 days] (the “Retention Period”) and, upon request, will be made available to you within a commercially reasonable timeframe. After the Retention Period, such Data will be permanently deleted from the our Platform. After the Retention Period, we make no representations or warranties as to the preservation or integrity of Data. You hereby agree that we shall have no obligation to retain your Data after the Retention Period, unless otherwise prohibited by law. If you renew your services by means of an SOWs before the Retention Period, your Data shall remain available for such renewed period. Before the Retention Period ends, You may request to provide certain data migration and/or export services: (1) Generated Data Export Services- Providing a copy of your Generated Data for export to another Cloud Storage Provider or on- premises location of your choosing; or (2) Data Migration Services- Migration services to assist in the transitioning to or from User-provided storage to or from alternative storage of your choosing. In either instance, we shall assess whether and to what extent such export/migration is reasonably possible. If we elect to provide such services, it will do so at its then current rates, unless otherwise agreed in writing us.
YOUR RESPONSIBILITIES AND OBLIGATIONS
1. You shall provide all required materials as required by us from time to time in order to enable us to perform the Services.
2. You must, at your own expense:
  1. provide all reasonable assistance and cooperation us in order to enable us to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the user and your Personnel to engage in the activities described in this Agreement and to allow us to provide the Services;
  2. use reasonable endeavours to ensure the integrity of the Data;
  3. permit us and our Personnel to have reasonable access to the User Environment for the purposes of supplying the Services;
  4. ensure that only User Personnel and Authorised Users will access and use the Services and such use and access will be in accordance with the terms and conditions of the Licence; and
  5. make any changes to its user Environment that may be required to support the delivery and operation of any Services
3. We are not responsible for your use of the Services and you must ensure that no person uses the Services:
  1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
  2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
  3. in any way that damages, interferes with or interrupts the supply of the Services.
4. You acknowledge and agree that:
  1. You are responsible for all users using the Services including your Personnel and any Authorised Users; Your use of the Services will be at Your own risk;
  2. You are responsible for maintaining the security of your account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;
  3. We may alter or update your account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
  4. We are not responsible for any content posted and activity that occurs under your account. This includes content posted by others who have logins or accounts associated with your account;
  5. if you operate a shared account, make (or allow any third party to make) material available by means of the Services, you are entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
  6. the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
5. We may pursue any available equitable or other remedy against you as a result of your breach of any provision of this Agreement.
PROHIBITED USE
1. You acknowledge and agree that this Agreement incorporates by reference the terms of Master Service Agreement and applicable SOW as provided by us.
2. You acknowledge and agree that you must not, and will ensure each Authorised User does not:
  1. use the Services to violate any legal rights of any person or other entity in any jurisdiction;
  2. use the Services in relation to crimes such as theft and fraud;
  3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
  4. make any unauthorised copy of any copyrighted material owned or licenced by us;
  5. introduce malicious programs into our System (e.g. viruses, worms, trojan horses, e-mail bombs);
  6. reveal your account password to others or allow use of your account the to those who are not your Personnel or Authorised Users;
  7. use the Services to make fraudulent offers of goods or services;
  8. use the Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
  9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the Services;
  10. send any unsolicited email messages through or to users of the Services or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and
  11. use the Services to circumvent user authentication or security of any of hosts, networks or accounts or those of your customers or suppliers.
CONFIDENTIALITY
1. Subject to clause 11.2, each Party must (and must ensure that its Personnel do):
  1. keep confidential; and
  2. not use or permit any unauthorised use of, all Confidential Information.
2. Clause 11.1 does not apply where:
  1. the information is in, or comes into, the public domain (other than by a breach of this clause 11 by the relevant Party);
  2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
  3. the disclosure is required by law;
  4. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 11.
3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 11. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 11.
4. This clause 11 will survive the termination or expiry of this Agreement.
INTELLECTUAL PROPERTY RIGHTS
1. A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
2. User grants to us a non-exclusive, royalty free, non-transferable and revocable licence to use any of your Intellectual Property Rights including any Pre-Existing Material as reasonably required for us to provide the Services.
3. We do not screen content uploaded onto the Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
4. We have the discretion (but not obligation) to terminate your access to and use of the Services if, we determine you or your Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
5. This clause 12 will survive the termination or expiry of this Agreement.
PAYMENTS
1. User can learn more about our various subscription offerings in our Platform. Pricing may vary by location and will be based on the billing information provided by the Customer at the time of purchase.
2. You will not be charged for using any Service unless you have opted for a paid subscription plan.
3. The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Payment Method last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Payment Method. If you do not wish to renew the subscription, you must inform us at 7days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized us to charge the subscription fee to the Payment Method last used by you. By using our Services, You agree to be billed on a recurring basis and to be automatically using the Payment Methods upon invoicing. All subscription fees paid are non refundable.
4. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then-current billing cycle.
5. We use third-party payment processors (“Payment Processors”) to process the payment account(s) linked to your account (“Billing Information”). The processing of payments may be subject to the terms, conditions and policies of the Payment Processors in addition to this Agreement. We are not responsible for acts or omissions of the Payment Processors. You agree to pay us, through the Payment Processors, all applicable Fees and you agree and authorize us and applicable Payment Processors to charge all such sums (including all applicable taxes) to the payment method(s) specified in or linked to your account (“Payment Method”).
PRIVACY
1. Each Party and its Personnel agrees to comply with its obligations under our Privacy Policy and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement. It contains how we collect, disclose, hold or uses personal information. We reserve the right to amend our Privacy Policy as required from time to time.
2. We will take all reasonable steps to notify you in writing if we becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.
3. You warrant that you have obtained each of your Personnel’s informed consent for us, our related bodies corporate, and our respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
4. You must ensure that any collection, processing, use, disclosure and transfer by you and your Personnel of personal information in connection with the performance of your obligations under this Agreement complies with all applicable privacy law and your privacy policy.
5. You must take all necessary steps to ensure that the personal information held or accessed by you in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). You will promptly give written notice to us of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by us in respect of the Data Breach.
6. You must co-operate with any of our reasonable requests or directions relating to the security, use, disclosure, and transfer of personal information, our legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on your behalf.
7. We will retain your information for as long as your account is active or as needed to provide services. We will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
8. This clause 13 will survive the termination or expiry of this Agreement.
REPRESENTATIONS AND WARRANTIES
1. We warrant that to the best of our knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Services.
2. We do not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by you or the Services will meet your requirements.
3. ANY AND ALL OF SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS WE PROVIDE TO THE USER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE MAKESNO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER US (NOR ANY OF OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. USER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN USING OPEN SOURCE SOFTWARES THAT COULD RESULT IN THE LOSS OF USERS PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
INDEMNITY AND LIMITATION OF LIABILITY
1. You will defend, indemnify and hold us harmless from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim (as defined herein below) that arises out of or relates to the use or misuse of the Services or any violation of this Agreement. For purposes hereof, “Claim” shall mean any claim, losses, cost, expenses, damages, action, audit, investigation, inquiry or other proceeding instituted by any person and/or entity and/or government authority.
2. Where we act in good faith in response to any oral or electronic instruction or inquiry from you, in respect of any matter in relation to your Account, you will not be entitled to make any Claim or allege any loss, damage, liability, expense etc., attributable, directly or indirectly, to any such action taken on a good faith basis, and you agree to hold us harmless in respect thereof.
3. IN NO EVENT SHALL WE BE LIABLE TO YOI OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE SITE, OR ANY SERVICES RENDERED BY US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO THE USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY THE USER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
TERM: The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.
DISPUTE RESOLUTION
1. Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.
2. Negotiation. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice). Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
3. Should any Dispute arise out of or in connection with these Terms, the Parties hereto shall first endeavor to settle such Dispute amicably. If the Dispute is not resolved through amicable settlement within fifteen (15) days after commencement of discussions or such longer period as the Parties mutually agree in writing, then either Party may refer the Dispute for resolution by arbitration according to the provisions of the Canadian Arbitration Association Rules or any statutory amendment or re-enactment thereof, or any statute enacted to replace the same, for the time being in force. The arbitration shall be conducted by a sole arbitrator appointed by mutual consent of the parties. The seat and venue of arbitration shall be in Winnipeg, Manitoba, Canada , and the language of the proceedings shall be English.
GENERAL
1. Force Majeure: If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
2. Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
3. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
4. Governing law and jurisdiction: These Terms shall be governed and interpreted by and construed in accordance with the substantive laws of Canada and subject to arbitration provisions below, each party hereby irrevocably and finally submits to the exclusive jurisdiction of the courts of Winnipeg, Manitoba, Canada thereto in respect of any disputes, legal action or proceedings arising out of or in connection with the Terms, interpretation, duties, performance, breach, etc. of these Terms.

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