The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Application or Website user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
By using the Website, Project Canvas or Embeddables, you expressly represent and warrant that you are legally entitled to enter into this Agreement. By using the Website, Project Canvas or Embeddables, you represent and warrant that you are at least 18 years old. By using the Website, Project Canvas or Embeddables, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a corporation or other entity, you represent and warrant that you have the necessary right, authority and capacity to enter into this Agreement on behalf of such corporation or entity and to bind such corporation or entity to the terms of this Agreement.
You may not authorize others to use your user status and/or password, and you may not assign or otherwise transfer your user account and/or password to any other person or entity. When using the Website, Project Canvas or Embeddables, you agree to comply with all applicable laws of the nation, the country, state, province and city in which you are present while using the Website, Project Canvas or Embeddables.
By using the Website, Project Canvas or Embeddables, you agree that:
Except for User Content, the Website, Project Canvas, Embeddables and the information and materials that contained therein, are the property of Company and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement (and the payment of any applicable fees), Company grants you a non-transferable, non-exclusive, license to use the Website, Project Canvas and Embeddables as permitted in this Agreement.
Subject to your compliance with the terms and conditions of this Agreement, unless otherwise agreed to by the applicable content owner: (i) Company grants you a limited, non-exclusive, non-transferable license to view any User Content to which you are permitted access solely for your personal and non-commercial purposes; and (ii) you have no right to sublicense or assign the license rights granted in this section.
You will not use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Project Canvas, Embeddables or Collective Content, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication, estoppel or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement. Nothing in this Agreement gives you a right to use the Projexity names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent.
We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Website, Project Canvas or Embeddables, you hereby grant to Company (and its’ agents) a worldwide, non-exclusive, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content including but without limitation on, through or by means of the Website, Project Canvas or Embeddables for the purpose of providing you the services as contemplated in this Agreement.
You further grant to Company the right to create analytics, compile and freely use and commercially exploit any data derived from User Content and/or data derived through use of the Website and/or the Project Canvas and/or the Embeddables (“Derived Data”). For the avoidance of doubt, Derived Data does not include any confidential information and will be anonymized data which does not contain personal information. All right, title and interest in and to Derived Data will be owned by Company.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Website, Project Canvas or Embeddables. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Website, Project Canvas or Embeddables or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Company’s use of the User Content (or any portion thereof) does or will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Content - The Company reserves the right to delete (and is not liable for) any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful.
Our Access and Security - We will not access, view, or listen to any of your content, except as reasonably necessary to perform the Services. Actions reasonably necessary to perform the Services may include (but are not limited to (a) responding to support requests; (b) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (c) enforcing this Agreement. Information sent or received over the Internet is generally unsecure and we cannot and do not make any representation or warranty concerning the security of any communications made via the Website and/or Service. You agree to keep your password for accessing the Service secure and you are liable for any activities in your account. You agree to notify us immediately if you believe your account has been compromised. We will not be liable for any loss or damage arising from your failure to comply with these requirements.
Sharing - The Services may provide features that allow you to share your content with other users or to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.
Technical Support - The Company will provide technical support for the Project Canvas and Embeddables to the best of our abilities. The Company will see to it that immediate attention is given to fix any technical glitches that may arise, though a guaranteed duration for any fix cannot be offered. The Company will respond to Users within 48 hrs of email received.
Restrictions on Use - Except as expressly permitted in this Agreement, you shall not, directly or indirectly, use the Project Canvas or Embeddables for any purpose which may be deemed by the Company, in its sole discretion, to be competitive or in conflict with the Company’s business, or disable or circumvent any access control or related device, process or procedure established with respect to the Project Canvas and the Embeddables.
Distribution - If you make available any of your User Content via a Project Canvas or Embeddables, you must, in connection with such distribution, retain all attribution notices that are present in the Project Canvas or Embeddables (such as Projexity logo), and require that all Users to agree to be bound by the terms of this Agreement with respect to such Project Canvas or Embeddables prior to using the submission function of the Project Canvas or Embeddables.
Feedback - You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, we may use such Feedback in the Services or in any other products or services (collectively, “Our Offerings”). In respect of any Feedback you provide to us, you represent and warrant that: (i) the Feedback is not confidential or proprietary information of you or any third party; (ii) we are not subject to any confidential obligations in respect of the Feedback; (iii) you have the necessary rights to disclose the Feedback to us and to grant the rights you are granting herein; (iv) we may freely use, reproduce, publicize, license, distribute and otherwise commercially exploit the Feedback in any of Our Offerings; and (v) you agree that you are not entitled to receive any compensation or reimbursement of any kind from us or anyone else in respect of such Feedback. You also understand that we have no obligation to incorporate any Feedback into our offerings.
Applicable Law – You and all Users shall use the Project Canvas or Embeddables in compliance with all applicable laws, notices, rules and regulations, including, without limitation, all laws, notices, rules and regulations relating to the import and export of software and technical data. This Agreement and the relationship between you and Projexity shall be governed by the laws of the province of Ontario and Canada without regard to its conflict of law provisions.
Severability - If a particular term in this Agreement is not enforceable, the unenforceability of that term will not affect the validity of any other terms contained in this Agreement.
You may revoke this license to your content and terminate our rights at any time by removing your content from the Service / Project Canvas / Embeddables. However, some copies of your content may be retained as part of our routine backups. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
The Company may terminate this Agreement in its discretion at any time upon notice to you by email. Upon such termination, all rights and licenses granted to you and any Users under this Agreement will terminate and you must cease using the Project Canvas, Embeddables or Services. The terms of Section 6 (Conditions and Limitations), Section 7 (Termination), Section 11 (Indemnification), Section 12 (Disclaimers), Section 14 (Limitation of Liability); Section 15 (Disputes) and any payment obligations will survive such termination.
We do not permit copyright infringing activities and infringement of intellectual property rights and we will remove any content if properly notified that such content infringes on another's intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyright, you may submit a notification by providing our Copyright Agent with the following information in writing:
You can contact our Copyright Agent via email at firstname.lastname@example.org or by mail at Copyright Agent – 240 Heath St West Unit #1204 Toronto, ON M5P 3L5 Canada
Any fees which the Company may charge you for the use of the Website, Project Canvas or Embeddables are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to our Website, Project Canvas or Embeddables either planned, accidental or intentional, or any reason whatsoever. The Company reserves the right to determine final prevailing pricing.
Yearly Plans - When Users purchase a Project Canvas or Embeddables, the term of use is for one (1) year immediately after payment has been processed.
Monthly Plans - Payments are due for any month on the same date, or the closest date in that month, to the day you signed up with us and made your first monthly payment (the "Pay Date"). By selecting a pricing plan, you agree to pay Projexity the monthly or annual subscription fees indicated for that service.
Payments will be charged on the day you sign up for a Service and will cover the use of that service for a monthly or annual period as indicated. Some service fees are not refundable.
The Company, at its sole discretion, may make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. The Company may change the fees for our Website, Project Canvas or Embeddables as we deem necessary for our business. We encourage you to check back at our Website periodically to find out about how we charge for the Website, Project Canvas or Embeddables.
During use of the Website, Project Canvas or Embeddables, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Website, Project Canvas or Embeddables. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction, services or promotion between you and any such third party. The Company does not endorse any sites on the Internet that are linked through the Website, Project Canvas or Embeddables, and in no event shall the Company or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Website, Project Canvas or Embeddables to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.
By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and share your content and (b) the rights necessary to grant the licenses in this license agreement.
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Website, Project Canvas, Embeddables and/or the Services, or your violation of: (i) this Agreement, (ii) the rights of any third-party, and/or (iii) any applicable law or regulation.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, SERVICE, PROJECT CANVAS AND EMBEDDABLES ARE MADE AVAILABLE “AS IS” AND WITH ALL FAULTS. THE COMPANY HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER RELATING TO THE WEBSITE, SERVICE, PROJECT CANVAS AND EMBEDDABLES. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, THE COMPANY DOES NOT WARRANT THAT THE WEBSITE, PROJECT CANVAS, EMBEDDABLES AND/OR THE SERVICE WILL BE ERROR-FREE, SECURE, OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION.
THE WEBSITE, PROJECT CANVAS AND EMBEDDABLES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, PROJECT CANVAS, EMBEDDABLES OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, PROJECT CANVAS, EMBEDDABLES OR SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, PROJECT CANVAS, EMBEDDABLES OR SERVICE, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR PROJECT CANVAS, EMBEDDABLES OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, PROJECT CANVAS, EMBEDDABLES OR SERVICE. THESE LIMITATIONS SHALL APPLY EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID COMPANY IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You waive your right to a jury trial and/or a class action. If any dispute or controversy arises between the parties relating to the interpretation or implementation of any of the provisions of this Agreement, including the provisions of this Section 15, such dispute or controversy shall be resolved by arbitration pursuant to the provisions of this Section 15. The arbitration shall be conducted in accordance with the provisions of the Arbitration Act, 1991, S.O.1991, c.17. It is further agreed that, subject to the limitations imposed by the Arbitration Act, 1991, such arbitration shall be a condition precedent to the commencement of any action at law other than actions seeking only equitable relief. The decision of the arbitrator shall be final and binding on the parties and no appeal shall lie therefrom. All arbitrations in respect to this Agreement shall be conducted by a single arbitrator in Toronto, Ontario, Canada. The arbitrator shall be appointed as follows: a party desiring resolution of a dispute or controversy under this Agreement shall provide a notice of arbitration to the other party. Such notice of arbitration shall not be in any specific form, but shall contain a short summary of the dispute or controversy and the fact that the party providing the notice of arbitration desires arbitration. The arbitrator shall be appointed by the agreement of the parties. If after twenty (20) days from the sending of the notice of arbitration, the arbitrator has not been appointed by agreement of the parties, any party shall have the right to apply to a court of competent jurisdiction for the appointment of an arbitrator and all parties shall have the right to make submissions to such court. Subject to any limitations imposed by the arbitrator, all parties shall have the right to be present at the arbitration. Subject to the other provisions of this Section 15, the procedures to be followed shall be agreed by the parties or, in default of agreement, determined by the arbitrator. The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. Subject to a determination by the arbitrator, all notices and statements shall not be required to be in a specific form, but shall substantially comply with the requirements and intention of this Section 15. Subject to an award made by the arbitrator, all parties shall share the fees and expenses of the arbitrator equally.