Date of Last Revision: Feb 11, 2019
These terms and conditions stated (the “Agreement”) constitute a legal agreement between you, either an individual or a single entity, (the “Client” or “You”) and Towerlogic Inc. (“PipeGears” or “We”). This agreement governs your use of both the PipeGears Website and the PipeGears Application Platform (both together the “Service”), operated by PipeGears.
By using the Service, you irrevocably agree that such use is subject this Agreement. If you do not accept the Agreement, you may not use the Service.
If you are accepting this Agreement on behalf of an entity, you are binding such entity to this Agreement and you represent that you have the legal authority to bind such entity to the Agreement. In the case of an entity, the terms “Client” or “You” as used herein shall refer to both (A) the company or legal entity for the benefit of which the Service is being provided (the “Business User”), and (B) the individual or individuals using the Service as authorized or invited by such Business User.
This Agreement takes precedence over any other agreement or terms embedded within the software.
We reserve the right to may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time by including such alteration and/or modification in this Agreement. Changes will be effective: (i) thirty (30) days after PipeGears provides notice of the Changes, whether such notice is provided through the Service, is sent to the email address associated with your account (if applicable) 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.
Content and Intellectual Property
1. Service Content:
The Service and its original content including, without limitation, features and functionality, text, scripts, audio, video, documents, documentation, press releases and other content (the “Content”) are and will remain the exclusive property of PipeGears. The Service is protected by copyright, trademark, and other laws of Canada, the United States, and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of PipeGears.
2. Client Content:
PipeGears makes no claim of ownership or control over your content. You acknowledge that you are solely responsible for managing and backing up your content. By uploading content to the Service, you grant PipeGears a nonexclusive, worldwide, royalty free, transferable, perpetual and irrevocable license to copy, display, upload, store, modify, distribute or use in any form, your content for the sole purpose of delivering the Service to you.
Access and Use of the Service
1. Registration and Account:
In order to be able to access and use certain features of the Service you shall create a user account (the “Account”) by registering with PipeGears. You will have to provide login information such as a username and password to access your Account. You agree that you will provide PipeGears with your true and accurate information, as prompted by the registration forms.
You are solely responsible for managing your Account and password and for keeping your password confidential. You agree to immediately notify PipeGears of any suspected or actual unauthorized use of your Account. You agree that PipeGears will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
In all circumstances, you agree not to permit any third party to use or access the Service.
2. Modifications to Service:
PipeGears reserves the right to change or discontinue any part of the Service, either temporarily or permanently, with or without notice. You agree that PipeGears will not be liable to you or any third party for any modification, suspension or discontinuance of the Service, including any costs incurred on a replacement service.
3. Use and Storage:
PipeGears may establish general practices and limits concerning use of the Service, including without limitation, the maximum number of processed events or API calls, the maximum period of time that data or other content will be retained, and the maximum storage space that will be allotted to you, or the maximum amount of data transmitted to or from the Service. You agree that PipeGears has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Service. You further acknowledge that PipeGears reserves the right to change these general practices and limits at any time, at its sole discretion, with or without notice.
4. Termination or suspension:
PipeGears may terminate your Account and/or this Service at any time and for any reason upon notice to you. If we terminate your Account without cause, we will refund a prorated portion of your monthly or yearly prepayment. We will not refund or reimburse you if we terminate your Account for cause, including (without limitation) for a violation of this Agreement.
5. Service quality and availability:
Although PipeGears makes every reasonable effort to provide the best availability and responsiveness for its Service, you acknowledge that there are no guarantees for the quality, responsiveness, API response times, availability or uptime of the Service. Equally, although PipeGears makes every reasonable effort to deliver a defect free Service, there are no guarantees that the Service is completely free of defects or bugs.
Conditions relating to use of the Service
As a condition to your use of the Service, you agree not to:
- Impersonate or misrepresent your affiliation with any person or entity;
- Access, tamper with, or use any non-public areas of the Service or any PipeGears computer systems;
- Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
- Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
- Attempt to interfere with or disrupt the Service or servers or networks used to deliver the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- Provide payment information belonging to a third party without authorization;
- Use the Service in an abusive way contrary to its intended or documented use or contrary to reasonable instructions provided by PipeGears at any time;
- Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- Harvest or collect email addresses or any other type of contact information of other users from the Service by any means for the purposes of sending unsolicited emails or other unsolicited communications, or for any other purpose;
- Infringe third party intellectual property rights when using or accessing the Service.
- Provide, disclose, or otherwise make the Service available to third parties other than in the context(s) described in this Agreement; and directly or indirectly circumvent or disable the Service’s security features.
- Violate any applicable local, provincial, state, national or international law, or any regulations having the force of law;
- Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
PipeGears reserves the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. PipeGears may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although PipeGears has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or requirement of a court, administrative agency, or other governmental body.
Limitation of Liability
- You agree to indemnify, defend, and hold PipeGears harmless from any liability, loss, claim and from any judgment, damage and cost (including, without limitation, the costs and fees of a dispute and legal fees and court costs), fine, penalty and interest whatsoever arising from any defense, dispute, compensation, claim or counterclaim as a result of any damage, claim, loss or breach of a law, regulation, decision, rule, code of conduct, or guideline issued by a federal, state or provincial government or any other agency or body, arising out of your use of the Service, any data or material used by you in connection with the Service, including from the business activities carried on in connection with the Service.
- The Site and Service are provided “as is” without any express or implied warranty of any kind including warranties of merchantability or fitness for any particular purpose. Under no circumstances shall PipeGears (including, where applicable, its subsidiaries and parents, as well as its partners, shareholders, officers, executives, employees and job applicants) be liable to you or third parties for any indirect, parasitic, special, punitive, or exemplary damages, including, without limitation, any loss of profits, business interruption, loss of information or other economic losses or costs arising from the use or inability to use the Service, or any breach of contract, delictual fault or negligence, even if PipeGears was warned of the possibility that such damage might occur. In no event will PipeGears’ aggregate liability to you for all damages, losses or cause of action exceed the amount you have paid PipeGears in the last three (3) months. You hereby explicitly release PipeGears from any liability beyond this limit.
- Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. if you are dissatisfied with any portion of the Service or with this Agreement, your sole and exclusive remedy is to discontinue use of the Service.
- The Service may contain links to third party web sites or services that are not owned or controlled by PipeGears. PipeGears has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites or services. You acknowledge and agree that PipeGears shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
This Agreement shall be governed and construed in accordance with the laws of Quebec, Canada, without regard to conflict of law principles. Moreover, you agree that the courts of the province of Québec, district of Montréal, Canada shall have exclusive jurisdiction to hear any dispute relating to this Agreement.
- This Agreement constitutes the entire agreement between you and PipeGears regarding the Service, and supersedes or replaces any prior agreements regarding the Service.
- PipeGears’ failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect.
- You recognize that both you and PipeGears retain their respective status as independent legal persons and mutually agree that our relations shall not be construed as a joint venture, partnership or any other type of legal entity whatsoever.
- You agree that this Agreement be written and provided in the English language.