These Client Terms of Service (the “Client Terms
”) describe the rights and responsibilities of Clients (defined below) in the access and use of our Beacon mobile application (the “Services
THESE CLIENT TERMS FORM A BINDING CONTRACT BETWEEN US AND EACH CLIENT. BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
2. Some Defined Terms
” means the organization agreeing to these Client Terms for access and use of the Services, and will include individuals entering these Client Terms on behalf of proprietorships, partnerships or other organizations.
” means any individual authorized by the Client to access and use (collectively, “use
”) the Services.
” and “us
” refers to Path and Focus Technologies Inc.
” and “your
” refers to the Client.
(a) Client Account
. You will be required to register for an organization account in order to use the Services (the “Client Account
”). When you register for a Client Account, you may be asked to choose a username, password, and provide various information (the “Log-In Information
”) such as:
(i) organization name;
(ii) type of business;
(iii) mailing address;
(iv) email address;
(v) phone number; and
(vi) payment information.
You are responsible for safeguarding your Log-In Information. You authorize us to assume that any person using the Services with the Client Account is you or is authorized by you. You agree to notify us immediately of any unauthorized use of the Client Account.
You are not entitled to transfer the Client Account to any other person. By granting access to the Client Account to other persons, you represent and warrant that you will be responsible for the actions of those persons in connection with the Client Account. We will not be responsible for any loss that you suffer as a result of any access to your Client Account and/or use our Services.
(b) User Accounts
. You may enable your Users to access and use the Services through the creation of user accounts (“User Accounts
”) up to any maximum number of User Accounts as we may specify or change from time to time. You are responsible for the activities of all Users who access and use the Services, and you agree to ensure that all Users will comply with these Client Terms. We may take any action in our discretion to investigate and resolve any violation of these Client Terms, including suspending or terminating the Client Account and/or the User Accounts (collectively, the “Accounts
”). We will not be responsible in any way for the loss or damage of any data or other content incurred as a result of access to, or denial of access to, any data or content.
. We may offer certain paid features as part of our Services from time to time. We reserve the right to change the prices and payment terms associated with our Services, Client Accounts and User Accounts at any time and from time to time in our discretion.
4. Proprietary Rights
(a) Ownership of Services
. We own and will continue to own the Services and all relating intellectual property rights. Except as expressly provided in these Client Terms, we do not grant you any rights in or to the Services.
(b) License to Services
. We grant you and your Users a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right to use the Services for non-commercial purposes only, provided that you have made any applicable payments for same and otherwise comply with these Client Terms.
. When providing information and content (collectively, the “Content
”) through the use of the Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use the Content in connection with our provision of the Services. In addition, you represent and warrant that for all Content you provide:
(i) you own or otherwise control all necessary rights in such Content in order to provide it to us;
(ii) all such content is accurate; and
(iii) the use of any such Content by us to deliver the Services does not and will not infringe any rights of any third party.
We take no responsibility and assume no liability for any Content provided by you, any Users, or any third party. You are responsible for all the Content provided to us through your use of the Services. You are responsible for any lost or unrecoverable Content.
. We will not treat as confidential any Feedback provided by you to us, and nothing will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without any compensation or credit owed to you. “Feedback
” refers to any suggestion or idea for improving or otherwise modifying our Services.
5. Use of Services
(a) Responsible Use
. In accessing and using the Services, you will not, and you will not permit any User, to: (i) breach or circumvent any applicable laws or any third-party rights; (ii) interfere or attempt to interfere with the proper functioning of the Services; (iii) take any action that we deem to impose or to potentially impose an unreasonable large load on our Services; (iv) distribute viruses or any other technologies that may harm the Services or our interests; (v) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose; (vi) circumvent any technical measures we use to provide the Services or take any action to violate, interfere with or undermine the security or system integrity of the Services; (vii) reproduce, copy, modify, adapt, reverse engineer, exploit for commercial purposes, license, sublicense, distribute, transmit, translate, or create derivative works of, the Services or the content therein; (viii) use our Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with our Services; or (ix) take any action that would damage, harm, or diminish our reputation, goodwill, or public image.
(b) If we determine, in our discretion, that you are abusing the Services or failing to comply with these Client Terms, we may, without limiting any other available remedies available to us: (i) limit, suspend or terminate your Accounts and access to the Services; and (ii) take technical and/or legal steps to prevent you from using our Services.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FORGOING, THE SERVICES ARE PROVIDED WITHOUT IMPLIED OR EXPRESS REPRESENTATIONS, WARRANTIES OR CONDITIONS: (A) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (B) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING THE ACCURACY OF ANY FIRE DANGER RATINGS; (C) THAT THE SERVICES WILL MEET ANY PERSON'S REQUIREMENTS; OR (D) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, RELIABLE, SECURE OR ERROR FREE. YOU AGREE THAT YOU AND YOUR USERS USE THE SERVICES AT YOUR SOLE RISK.
WITHOUT LIMITING ANYTHING IN THESE CLIENT TERMS, WE DISCLAIM ANY AND ALL LIABILITY THAT MAY ARISE IN CONNECTION WITH THIRD-PARTY DATA AND ITS USE IN THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIRD-PARTY DATA.
BY USING THE SERVICES, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY LOSS, HARM, DAMAGE, COST, OR INJURY SUFFERED (INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING DIRECTLY OR INDIRECTLY FROM: (I) THE CONTENT YOU PROVIDE WHEN USING THE SERVICES; (II) YOUR USE OF OR YOUR INABILITY TO USE OUR SERVICES; (III) DELAYS OR DISRUPTIONS IN OUR SERVICES; (IV) ANY ACTS OR OMISSIONS YOU MAKE IN THE COURSE OF USING THE SERVICES; (V) ANY RELIANCE YOU PLACE ON THE SERVICES AND THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES, SUCH AS FIRE DANGER RATINGS; OR (VI) ANY OTHER MATTER RELATING TO OR ARISING FROM YOUR USE OF THE SERVICES.
THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7. Limitation of Liability
IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, LOST OPPORTUNITY COSTS OR OTHER SIMILAR PECUNIARY LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold us and our directors, officers and affiliates harmless from and against any and all claims, actions, demands or losses, including reasonable legal and accounting fees, arising from or in any way relating to your or your Users’ noncompliance with these Client Terms (including the User Terms).
You understand and agree that we are making the Services available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers provided in these Client Terms, and that these form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth in these Client Terms will survive and continue to apply upon termination of these Client Terms.
10. Third-Party Products and Services
. Through our provision of the Services we may provide access or links to third-party websites or applications (the “Third-Party Content
”). You agree that we are not responsible for any such Third-Party Content, including the accuracy, integrity, quality, legality, usefulness, and safety of such Third-Party Content, and we disclaim any and all such liability relating to Third-Party Content. Your access and use of
Third-Party Content is at your own risk.
(b) Payment Processors
. Without limiting anything in this Section, we may use third party payment processors in order to facilitate any payments made in connection with the use of the Services (the “Payment Processor
”). We disclaim any and all liability that may result from your use of any such Payment Processor and make no representation, warranty or guarantee with regards to the Payment Processor or its actions. Your activity on the Payment Processor’s sites or applications is governed by such Payment Processor’s terms and conditions. Any claim and dispute you may have in connection with any payments must be solely directed to such applicable Payment Processor, and you hereby release us and our directors, officers and affiliates from any and all claims, actions, demands or losses in connection with same.
. If you have a dispute with one or more third parties, you release us and our directors, officers and affiliates from any claims, demands and damages (actual and otherwise) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
11. Termination, Service Modifications and Updates to these Client Terms
These Client Terms remain effective until your access to the Services has been terminated by us. We reserve the right at any time and from time to time, in our discretion, with or without notice, to: (a) modify or discontinue, temporarily or permanently, the Services (or any part thereof); (b) change any pricing, payment terms and subscription plans; and (c) suspend or terminate any Client Account and/or User Account. We will not be liable to you or any third party for any: (i) modification of these Client Terms; (ii) modification, price change, suspension or discontinuance of the Services; or (iii) the suspension or termination of an Account and/or these Client Terms.
We may amend these Client Terms without notice or consent at any time and from time to time by posting the amended terms on our website at www.pathandfocus.com
”). You can determine when these Client Terms were last revised by referring to the “last updated” reference expressly provided at the top of these Client Terms.
PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO THESE CLIENT TERMS. YOUR CONTINUED ACCESS AND USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THE AMENDED CLIENT TERMS.
(a) Entire Agreement
. We may freely assign these Client Terms at any time, with or without consent or notice to you. You may not assign your rights or responsibilities under these Client Terms without our prior written consent. The Client Terms will bind your successors, heirs and permitted assigns.
. Our failure to exercise or enforce any part of these Client Terms will not operate as a waiver. Waivers will not be effective unless in writing and duly authorized by an authorized representative.
. In the event that any part of these Client Terms is held to be invalid or otherwise unenforceable by a court of law, such part will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, as applicable, and the remainder of these Client Terms will continue in full force and effect.
. These Client Terms were written in the English language. If these Client Terms are translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Client Terms, it means “including (or includes) without limitation”. Headings are for convenience only. These Client Terms will not be interpreted for or against either party by reason of authorship.
. We may send you communications, such as notifications, news, promotions and/or other information about the Services and other products. You agree that we may send these communications to you via Email or by posting them on our website. You may be able opt out of receiving certain Email communications by clicking the “opt-out” function (as applicable), or otherwise by contacting us as set out in subsection (j) below. Use of the Services may be affected by opting out of certain communications.
(g) Governing Law
. These Client Terms are governed and interpreted pursuant to the laws of the Province of British Columbia and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia. The foregoing will not limit our right to enforce these Client Terms in any other jurisdiction if reasonably necessary or advisable in our sole discretion.
(h) Trial & Class Action Waiver
. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY, OR COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST US RELATED TO THE SERVICES AND/OR THESE CLIENT TERMS.
(i) Contact Us
. If you have any questions regarding the Services, or wish to opt-out of receiving any applicable Email communications from us, please contact us at: email@example.com