Last updated: September 2014
Introduction
This Terms of Service (the “Agreement”) sets forth the terms and conditions that apply to your access and use of Product owned and operated by Stekio Labs Inc. (“Stekio”, “we”, “our” or “us”) where the product has two components:
- the mobile applications such as the Stekio iPad App that Stekio makes available from time to time (the “Applications“); and
- the Stekio services such as the Stekio Demo & Enterprise Intuitive Program Management Platform (the “Platforms“).
To make this policy easier to read, we call the Applications and the Platforms together the “Product“.
BY ACCEPTING THIS AGREEMENT, EITHER BY COMPLETING THE ONLINE APPLICATION PROCESS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT (THE “SUBSCRIPTION”), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement and Stekio’s Privacy Policy located at http://www.stekio.com/privacy (the “Privacy Policy”), as it may be amended from time to time in the future.
Stekio may update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time by accessing our website. Your continued use of the Product shall be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.
Ability to Enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
Your Profile Information and Account
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Product. That email address and password, together with any or other user information you provide, form your “Profile Information” and allow you to access your account (“Account”). You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information.
Your right to access and use the Product is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Stekio immediately.
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.
Fees
You shall pay all fees specified in any Subscriptionas set out in each Order. The mutually arrived to Order will dictate the exact terms of the Order which may consist of Setup Fees and Subscription Fees. There will be no refunds or credits for partial months of service or for periods in which your account remains open but you do not use the Product. If you exceed any usage or fee thresholds set forth in a Subscription, the amount you are charged will increase accordingly and will be added to your next invoice.
At our discretion, we may offer free or discounted pricing for use of the Product (a “Demo Program”). Once the terms of any Demo Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Demo Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Demo Programs. We may cancel any Demo Program at any time in our sole discretion, without liability to you.
Submission of Content
The Product provides for collaboration, messaging and discussion functionality and enables you to provide or upload content, including but not limited to text, images, video, data, and other information or content (collectively, “Content”), to Stekio for the purpose of providing the Product.
You are responsible for any Content, including personal information, which you contribute to be posted, published or displayed on the Product, or transmit to other users of the Product. Your Content is posted on and transmitted to other users of the Product at your own risk. You may set certain privacy settings for such information by logging into your account profile, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Product with whom you may choose to share your Content; therefore, we cannot guarantee who will view your Content. We are not responsible for circumvention by third parties of any privacy settings or security measures contained on our Product. You understand and acknowledge that your Content may remain viewable in cached and archived pages, or may have been copied or stored by other users. Improper messages and/or discussions, known or suspected violations should be reported to privacy@stekio.com.
Intellectual Property Rights
All right, title, interest and ownership and intellectual property rights in and to the Stekio trademarks and the Product, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of Stekio or its software or content suppliers. The Product is protected under Canada, United States and international copyright, trademark and other laws and treaties.
Subject to the terms and conditions of this Agreement, Stekio grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Product subject to a valid Subscription.
You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Stekio related to the Product or its business (“Feedback“) shall become Stekio’s property without any compensation or other consideration payable to you by Stekio, and you do so of your own free will and volition. Stekio may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Stekio may decide into the Product, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Stekio in any Feedback and, as applicable, waive any moral rights.
Stekio retains the right to use, sell or distribute any Aggregated Data generated by our customers or users. “Aggregated Data” means records which have been stripped of information potentially identifying customers, landing pages or end-users, and which have been manipulated or combined to provide generalized, anonymous information.
Confidential Information
You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from Stekio during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.
Acceptable Use and Conduct:
You agree that that you will not publish or make available any Content that, or use the Product in a manner that:
- infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
- contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- except where expressly permitted, engages in spamming, “chain letters”, “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines;
- is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
- is harmful to minors in any way;
- is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Stekio;
- impersonates an Stekio employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Product or a portion thereof without proper authorization;
- interferes or attempts to interfere with the proper working of the Product or prevents others from using the Product, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Product, or that otherwise negatively affects other persons’ ability to use the Product;
- uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Product or the content contained therein;
- facilitates the unlawful distribution of copyrighted Content;
- except as expressly permitted by Stekio, licenses, sublicenses, rents or leases the Product to third parties, or uses the Product for third party training, commercial time-sharing or service bureau use;
- includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Product to users;
- constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
- stalks or otherwise harasses anyone on the Product or with information obtained from the Product;
- collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
- requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Product for the purposes of automating logins to the Product;
- attempts to gain unauthorized access to the computer systems of Stekio or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Product;
- posts adult or pornographic Content;
- decompiles or reverse engineers or attempt to access the source code of the software underlying the Product or any other Stekio technology;
- copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Product;
- accesses the Product for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Product;
- accesses the Product for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
- accesses the Product to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Product; (ii) interfering with the proper working, functionality or performance of the Product; or (iii) preventing others from accessing or using the Product.
Disclaimer of Warranties
YOUR USE OF THE PRODUCT AND ALL CONTENT FORMING PART OF OR RELATED TO THE PRODUCT, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. STEKIO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
STEKIO DISCLAIMS ANY WARRANTY THAT THE PRODUCT OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT OR THE SERVERS THAT MAKES THE PRODUCT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME STEKIO MAY REMOVE THE PRODUCT FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE PRODUCT MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE PRODUCT OR OTHER ACTIONS THAT STEKIO, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. STEKIO MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE PRODUCT; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE PRODUCT.
STEKIO IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY STEKIO, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY STEKIO.
You are solely responsible for ensuring that Your CONTENT is compatible with THE PRODUCT. Stekio disclaims any liability or responsibility for any unauthorized use of Your CONTENT by third parties or OTHER Users of THE PRODUCT and is not responsible for protecting Your CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROVIDER OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE PRODUCT is offered and controlled by Stekio from its facilities in Canada. Stekio makes no representations that THE PRODUCT is appropriate or available for use in other locations. Those who access or use THE PRODUCT from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Third Party Sites, Integration and Content
The Product may permit you to link to other websites or resources on the Internet, and other websites or resources, such as integration with LinkedIn. These other websites and resources are not under Stekio’s control, and you acknowledge that Stekio is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Stekio or any association with its operators. You further acknowledge and agree that Stekio 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 the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk and under separate terms and conditions different from this Agreement, typically found in a separate terms of service agreement from the third party.
Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL PROVIDER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF STEKIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE PRODUCT, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION. PROVIDER’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO PROVIDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, PROVIDER’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN STEKIO AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE PRODUCT OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT PROVIDER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE PRODUCT.
Stekio reserves the right to modify, suspend or discontinue the Product and/or Services, or any portion thereof, at any time and for any reason, with or without notice. Stekio shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.
Indemnity
You agree to indemnify, defend, and hold harmless Stekio, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement or the Product, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Product, the Services and any Content, including without limitation your Content and any third party Content, forming part of the Product; (b) your breach or alleged breach of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party. Stekio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Stekio and you agree to cooperate with Stekio’s defense of these claims. You agree not to settle any matter without the prior written consent of Stekio. Stekio will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Cancellation and Termination
You may cancel your Account upon the end of the Subscription period. Stekio is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation.
Stekio reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Stekio also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. Stekio reserves the right to terminate any portion of the Product at any time, for any reason, with or without notice.
Miscellaneous
If there is any dispute between you and Stekio about or involving this Agreement, the Product or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Product or the Services, howsoever arising, provided always that Stekio may seek and obtain injunctive relief in any jurisdiction.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if Stekio does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Stekio has the benefit of under any applicable law), this will not be taken to be a formal waiver of Stekio’s rights and that those rights or remedies will still be available to Stekio.
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
Contacting Stekio
You may contact Stekio by email at legal@stekio.com or by mail at:
Stekio Labs Inc.
1400 – 1055 West Hastings St.
Vancouver BC V6E 2E9, Canada