PLEASE REVIEW THIS END USER SERVICES AGREEMENT ("AGREEMENT") CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (HEREAFTER THE "ACCOUNT OWNER" or "CUSTOMER") AND DRACTUS CORPORATION ("DRACTUS"). YOU HAVE INITIATED USE OF DRACTUS' SERVICES (THE "SERVICES"). BY USING THE SERVICES, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ALLOWED TO USE THE SERVICES.
In this Agreement we call this web site, as well as any directly related successor web sites (together, the "Site") and the software provided via the Site the ("Application"). The Application includes any software or services provided by third parties through the Site for use with the Application. We refer to the services provided by the Application as the ("Services"). An ("Add-On Service") is defined as additional services provided by a 3rd party working with Dractus.
Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services. The Services are for your own legal use only.
A ("Customer") includes any person, organization or person acting on behalf of an organization with access to the Site and Application. ("Users") are defined as Customers and causal browsers of the Site. An ("Account Owner") is defined as an individual specified as a business owner in the account registration of the Site. Account Owners are also considered Customers. ("Billing Period") refers to the agreed upon time period for Services selected during registration of the account. ("Content") refers to any information defined or provided by the customers to Dractus via the Site or Application. 1. Provision of Service
During the Billing Period and subject to these Terms, Dractus agrees to use reasonable commercial efforts to provide Customers with the Services provided by the Application. Dractus reserves the right to, from time to time, change or modify these Terms, or any policy or guideline applicable to the Services. Any changes or modifications will be effective immediately upon posting to the Site, and the Customer's continued use of the Services after such time will constitute acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the 'last updated' date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please contact us via email. 2. Confidentiality and Privacy
If you register for an account on the Application, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services ("Registration Data"); (b) maintain the security of your password (c) maintain and promptly update the Registration Data, and any other information you provide to Dractus, and to keep it accurate, current and complete.4. Free Trial Period
In the event an Account Owner elects to use the Services on a trial basis, the Account Owner will not be billed for such use for a period equal to thirty (30) days or, if a different number of days are posted on the Dractus registration page through which the Account Owner subscribes to use the Services, that different number of days, beginning on the date on which the Account Owner first subscribes to use the Services and indicates its agreement with the terms and conditions set forth in this Agreement (the "Trial Period"). During the Trial Period, certain restrictions may prevent the Account Owner from using all features and functionality of the Services in their entirety. Once Customer completes its free trial period, the Trial Period will terminate. Upon such termination, Customer may purchase a subscription for the Services. Customer's access to the Services will be disabled until payment therefor is received. Dractus reserves the sole and exclusive right to modify the duration of the Trial Period at any time. 5. Fees; Charges; Taxes
Fees and any other charges for the use of the Application are described on the Site. They may change from time to time. If there is a change in fees or charges, these will not be applicable to the Billing Period in which the change occurs. New fees and charges will be communicated to the Account Owner previous to additional extension of Services from the present registered Service in accordance with the Communication Policies defined in these Terms.
You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction. 6. Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content". The Services, all Content and all software available on the Services or used to create and operate the Services is the property of Dractus or its licensors, and is protected by Canadian and International copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Dractus. 7. Customer Limited License of Content
Dractus grants the Customer a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of Content available to them through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy, extract and print such portions of the Content for your own use; (ii) you may not reproduce, distribute or display the Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of Dractus is strictly prohibited and can, at the discretion of Dractus, terminate the Services provided and your account with Dractus. Any such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws. The license in this Section is revocable by Dractus at any time.
A Customer's use of any Add-on Service is governed by the End User License Agreement that applies to that Add-on Service, and not by this Section of the Terms. That End User License Agreement is an agreement between the Customer and the provider of that Add-on Service, and the Customer acknowledges that that End User License Agreement is a binding agreement between the Customer and that provider. The Customer use of the Service through an Add-on Service, including any Content that may be delivered to the Customer through the Add-on Service, is subject to the Terms.
The Customer represents and warrants that the use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, contact Dractus via email. 8. Professional Services
In addition to the Services, an Account Owner may purchase certain premium services by following specific instructions posted on the Site (the "Professional Services"). Professional Services may be customized pursuant to a mutually agreed upon written statement of work provided to an Account Owner (a "Statement of Work"). The Professional Services are provided by Dractus separate and distinct from the Services and are not required for an Account Owner's use or enjoyment of the Services. In the event of any conflict between any term or condition set forth in this Agreement and in a Statement of Work, the terms and conditions of this Agreement shall govern, unless the parties expressly agree otherwise in such Statement of Work. Any Statement of Work may be modified or amended only with the written consent of each of Dractus and the Account Owner. 9. Service Reliability and Security
Dractus believes in following industry best practises and has a commitment to protect and manage your information security and reliability to its best possible ability. The Site leverages state of the art data centers with levels of redundancy and layers of security to provide a reliable, safe secure environment for our Customers and Users. Each customer is provided within the Application a unique name, password and additional site identification methods to provide a positive, secure user experience.
However, the internet is inherently insecure and no system can provide 100% security, all of the time. While Dractus takes direct measures to safeguard your information from unauthorized access or use, Dractus does not guarantee or warrant the security of your information. When you use Dractus, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. You are responsible for all activity on your Dractus account. 10. Advertisements and Promotions
Dractus may run advertisements and promotions from third parties on the Site. A Customer's business dealings or correspondence with, or participation in promotions of, advertisers other than Dractus, and any terms, conditions, warranties or representations associated with such dealings, are solely between the Customer and such third party. Dractus is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site. 11. Warranty Disclaimer
The Site, the Content, and the Services are provided to you on an "as is" basis without warranties from Dractus of any kind, either express or implied. Dractus expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Dractus does not represent or warrant that Site, the Content, or the Services are accurate, complete, reliable, current or error-free. 12. Limitation of Liability
In no event will Dractus or any representative be liable to the Customer or any other party for any special, direct, indirect, incidental, exemplary, consequential or punitive damages arising from or related to the Application or Services provided as defined by these Terms, or to this agreement, including but not limited to, damages for loss of data, loss of use, or loss of profits, even if Dractus or its representative has been advised in advance of the possibility of such loss or damages. Further, in no event will Dractus or any representative's total cumulative liability to the Customer or any other party for claims, losses or damages of any kind, whether based on contract, tort, negligence, indemnity or otherwise, arising out of or related in any way to this agreement, the Services, exceed the actual fees the Account Owner paid to Dractus for the Services over a maximum period of 12 months ending on the date of the cause of the action giving raise to the claim, loss or damage.
No claim may be asserted by a Customer against Dractus more than twelve (12) months after the date of the cause of action underlying such claim. In the event of any failure, or Dractus' non-provision of the Services, the Customer's sole and exclusive remedy shall be for Dractus to use commercially reasonable efforts to repair or provide the Services (or the Professional Services as the case may be). 13. Indemnity
The Customer agrees to indemnify, defend and hold harmless Dractus, and its respective directors, officers, employees and agents, licensors, representatives from and against all claims, losses, liabilities, sums of money, expenses, damages and costs, including, but not limited to, reasonable attorneys' fees, resulting from: (i) Customer's acts or omissions, (ii) Customer's violation of any applicable law, (iii) Customer's breach of any term or condition set forth in this Agreement, (iv) Customer's breach of any of its representations or warranties set forth herein; (v) Customer's infringement or misappropriation of any intellectual property rights or other rights of any person or entity, via the Customer's use of the Services, Application or Add-on Service. 14. Communications
Notices that are given to Customers (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. These may include: email or telephone at the contact information provided in Registration Data,or a notice to Users and Customers posted to the Site. When Dractus post notices on the Site, they will be posted in an area of the Site suitable to the notice. It is the responsibility of anyone using the Site to periodically review the Site for notices.15. Governing Law and Venue
The Services are controlled by Dractus and operated by it from its offices in Ottawa, Ontario. Customers and Dractus both benefit from establishing a predictable legal environment in regard to the Services. Therefore, the Customer and Dractus explicitly agree that all disputes, claims or other matters arising from or relating to any use of the Site, the Content, Add-ons or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Dractus and arising out of or relating to (a) these Terms; (b) the Site, the Content, the Add-ons or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, the Add-ons or the Services; or (d) the relationships that result from these Terms or the Site, the Content, the Add-ons or the Services (collectively, a "Claim"), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Dractus related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Dractus. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Ottawa, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Dractus and the other Released Parties for your failure to comply with any such laws. 16. Termination of Agreement
Upon expiration of the initial Billing Period, this Agreement will automatically renew for a successive term equal to the same period of time as the initial Billing Period, and the Account Owner will continue to be billed for the fees for Services until this Agreement is terminated in accordance with the terms and conditions set forth herein. At any time during the Billing Period, either the Account Owner or Dractus may terminate this Agreement for any reason. If an Account Owner desires to terminate this Agreement, they may request a termination by contacting Dractus. The Account Owner acknowledges that allowing a credit card to expire or failing to submit payment by check does not constitute a Valid Termination Notice.
Any Account Owner termination request that occurs in the middle of a payment term will be made effective on the final day of such term. Dractus may terminate this Agreement immediately effective upon communication to the Account Owner of notice thereof. Such right to terminate this Agreement shall include Dractus' right to terminate its provision of the Services and to pursue all available equitable and legal remedies (in the event of any breaches of any term or condition, or any of its representations or warranties set forth herein). Upon termination of this Agreement for any reason, all Customer Recipient Data may be destroyed and deleted in accordance with the Terms. Notwithstanding any termination or expiration of this Agreement, the Account Owner will remain obligated to pay Dractus Fees which were incurred prior to (and on) the effective date of such termination or expiration, as the case may be. Dractus may also retain an archival copy of Customer Content after termination, and the Customer hereby grants a non-exclusive, perpetual, irrevocable license to maintain such archival copy for Dractus' internal business purposes.
Termination of this agreement in any way, immediately terminates the Customer limited license agreement defined in these Terms (including any use of any Add-on).
If these Terms expire or terminate for any reason, Sections 3, 5, 7, 8, 10, 13, and 14, and any representation or warranty you make in these Terms, shall survive indefinitely. 17. Miscellaneous
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Dractus may assign any or all of its rights hereunder to any party without Customer consent. The Customer is not permitted to assign any of their rights or obligations hereunder without the prior written consent of Dractus, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between the Customer and Dractus regarding their use of the Site, the Content, Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between the Customer and Dractus regarding the use of the Site. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront étre exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais. 18. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here: [email protected]