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1 - Introduction
1.1 - Background
Indoc Systems Inc. (“Indoc”, “we”, “us”) entered into a Pilot SaaS Agreement (“SaaS Agreement”) either: (i) directly with your organization (“Organization”); or (ii) with an intermediary organization (“Intermediary”) that subsequently entered into an agreement with your Organization; to provide your Organization and its administrative and regular end users (collectively “you”, “your”) with access to an instance of the Pilot SaaS platform (“Pilot”).
1.2 - Agreement to these Terms of Use
These Terms and Conditions of Use (“Terms of Use”) apply to your use of Pilot including its research data management platform features, functionality, and services (the “Services”). By accepting these Terms of Use and by using Pilot, you agree to these Terms of Use. If you do not agree, you may not use Pilot or access the Services.
You, your Organization and, if applicable, your Organization’s Intermediary, are referred to in these Terms of Use as “Your Parties”.
1.3 - License to Use Pilot
Subject to your compliance with your Organization’s SaaS Agreement and these Terms of Use, including the "Prohibited Activities/Restrictions" section below, we grant you a non-exclusive, non-transferable, revocable, personal license to access and use your Organization’s instance of Pilot.
1.4 - Contacting Us
You can contact us at info@indocsystems.com.
2 - Your User Account
Your Organization directly, or indirectly, established a Pilot account (“Account”) for you. Your Organization’s, or the Intermediary’s, Pilot administrator (“Administrator”) required you to provide certain information to establish your Account.
You represent and warrant that the information you provided to the Administrator was true, current, accurate, and complete You agree to promptly notify your Administrator of any changes needed to keep such information true, current, accurate and complete.
You agree that: (i) email addresses, usernames/user identifiers (“UIDs”), passwords, and twofactor authentication ("2FA”) are required to access Pilot; (ii) you are responsible for keeping your password, UIDs, 2FA app, and your Account confidential and secure; (iii) we will not be responsible for weak passwords or for compromised Accounts; (iv) you are responsible for all use of your Account including all activities of any persons who gain access to your Account with or without your permission; (v) you, along with Your Parties are responsible for the privacy and protection of Your Parties’ data – you should safeguard your passwords and use of 2FA with this in mind; (vi) you will notify us immediately if you suspect any unauthorized use of your Account or any breach of security with respect to your Account or any of the services provided through it, and to help us, if requested, to stop or remedy any breach of security related to your Account; (vii) your Account is not transferrable; and (viii) you may not share your Account or Account credentials with anybody.
3 - Your Data, Apps and Content
3.1 - Your Data
Indoc will have no ownership in any: (A) data, results and other information generated or entered/uploaded into Pilot by Your Parties; (B) data, results or metadata generated from Your Parties’ use of Pilot when processing, manipulating, or analysing the foregoing; (collectively “Your Data”). Depending on your agreement with your Organization and/or your Organization’s agreement with an Intermediary (if applicable), one or some combination of Your Parties will own Your Data and all associated/underlying intellectual property rights therein.
You may not upload or process data not owned or properly licensed by Your Parties.
You agree and acknowledge that we are not Your Parties’ data controller or custodian. Your Parties are your own data controller(s)/custodian(s). As such, Your Parties are responsible for complying with all laws and regulations in all relevant jurisdictions when using Pilot including those pertaining to the use, collection, and dissemination of personal information (“PI”), also known as personally identifiable information (“PII”).
3.2 - Your Apps
Depending on your use of Pilot, you may access software such as source code and applications that have been contributed by Your Parties (collectively “Your Apps”). We make no claim to Your Apps. Your Parties retain full ownership of Your Apps and all underlying intellectual property rights, or other proprietary rights associated with Your Apps. Your Parties are responsible for executing and maintaining Your Apps. Despite the above, you may not upload source code or other software to Pilot not owned or properly licensed by Your Parties.
3.3 - Your Content
We may use automated systems to: (i) scan, block, limit or remove Your Data or Your Apps (collectively “Your Content"); (ii) to help detect malicious threats such as malware and viruses to protect the security of Pilot and its users; and (iii) to prevent the use of unlicensed software or content on Pilot.
Other than providing Pilot and its Services to you for your use, we will not maintain or process Your Content for you unless one of one of Your Parties engage our professional services under a separate written agreement to do so.
4 - Our Content and Marks
4.1 - Our IP
Pilot, its contents and functionality are the property of Indoc and its licensors.
We own or license all of the content/features/Services provided by Pilot including all of its underlying intellectual property rights source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, “Our Content”), as well as the trademarks, service marks, logos or other proprietary marks contained therein (the “Marks”). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in Canada and around the world. Our Content and Marks (“Our IP”) are provided “AS IS” for your internal business purpose only. Nothing herein conveys any right, title, or interest in or to any aspect or component of Pilot other than the right to remotely access and use it for its intended uses.
4.1 - Your use of Our IP
Should you encounter technical difficulties, you agree to take the corrective actions reasonably directed by us to resolve such difficulties.
Except as set out in these Terms of Use, no part of Our IP may be used, copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, sublicensed or otherwise exploited for any purpose whatsoever, without our express prior written permission. You may not use, disclose, or resell Pilot, its Services, or any portion thereof to any person for any reason or use Pilot to provide service bureau, time sharing or other related services to third parties.
If you wish to make any use Our IP in any manner other than as expressly permitted by these Terms of Use, please address your request to: info@indocsystems.com. If we grant such a request, you agree to identify us as the owner or licensor of Our IP and you must ensure that all proprietary notices, including any copyright and trademark notices, appearing on/in Our IP are reproduced without change.
We reserve all rights in OUR IP not expressly granted to you in these Terms of Use.
Any breach or infringement of our intellectual property rights will constitute a material breach of these Terms of Use and your right to use Pilot and Our IP and these Terms of Use will terminate immediately.
5 - Acceptable Use
You may use Pilot only for lawful uses/purposes in accordance with these Terms of Use. Such permitted uses/purposes include various activities related to processing Your Content, including collecting, using, disclosing, uploading, storing, deleting, downloading, creating, modifying, copying, sharing, transmitting, and analysing Your Content (“Processing”). Despite the forgoing you are prohibited from Processing Your Content in any manner that: (i) infringes thirdparty rights; (ii) results from inappropriate or lack of consent; (iii) does not comply with laws and regulations in all applicable jurisdictions.
Any use of the Pilot in violation of the foregoing may result in, among other things, termination, or suspension of your rights to use Pilot.
6 - Prohibited Activities / Restrictions
You may not access or use Pilot for any purpose other than that for which we make it available. Pilot may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.
You agree not to:
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use Pilot for any illegal or unauthorized purpose;
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use Pilot on behalf of, or provide access to Pilot to, any person, site or organization not authorized by Your Parties;
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use Pilot in any way that violates any laws or regulations in any applicable jurisdiction.
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retrieve data or other content that is not Your Content from Pilot to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
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make any unauthorized use of Pilot, including collecting usernames and/or email addresses of users by electronic or other means including for the purpose of sending unsolicited email.
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circumvent, disable, or otherwise interfere with security-related features of Pilot, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein.
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engage in unauthorized framing of or linking to the Services.
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trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive Account information such as personally identifying information and user passwords.
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make improper use of our support services or submit false reports of abuse or misconduct.
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engage in any inappropriate automated use of the system, such as using scripts to send comments or messages, or using any inappropriate data mining, robots, or similar data gathering and extraction tools.
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interfere with, disrupt, or create an undue burden on Pilot or the networks or services connected to Pilot.
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attempt to impersonate another user or person or use the login credentials of another user.
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use any information obtained from Pilot in order to harass, abuse, or harm another person.
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use Pilot as part of any effort to compete with us or otherwise use the Services and/or Our Content for any revenue-generating endeavor or commercial enterprise.
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except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Pilot and its related downloadable software or apps.
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attempt to bypass any measures of Pilot designed to prevent or restrict access to Pilot, or any portion of the Services.
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harass, annoy, intimidate, or threaten any of our employees, contractors or agents engaged in providing any portion of the Services to you.
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delete our Marks from Pilot or Our Content.
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copy or adapt Pilot’s software, including but not limited to PHP, HTML, JavaScript, or other code.
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upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other malicious code, content or material that interferes with any party’s (or other users) uninterrupted use of Pilot or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of Pilot.
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upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
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except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, unauthorized utility, scraper, or offline reader that accesses Pilot, or use or launch any unauthorized script or other software when accessing Pilot.
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disparage, tarnish, or otherwise harm, in our opinion, our reputation or that of Pilot.
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use Pilot in a manner inconsistent with any applicable laws or regulations.
7 - Administrator Provisions
If you are an Administrator:
• in addition to the above restrictions, you agree not to:
• create/establish any account other than accounts specifically authorized by your Organization or, if applicable, the Intermediary.
• you agree to:
• administer users accounts as directed by your Organization and/or an Intermediary, if applicable, in accordance with the provisions of these Terms of Use.
• delete or cut off access to any user account when the user is in breach of these Terms of Use or as otherwise directed from time to time by Indoc, your Organization or the Intermediary.
8 - Downloadable Material/Software
Our Services may contain downloadable material. While we make commercially reasonable efforts to scan content before accepting it into Pilot, we cannot guarantee that downloadable material is free of viruses, spyware, or malware. You are advised to have antivirus and antispam software on your computer to protect Your Content, your system, information, and your network.
We may provide downloadable or mobile software or other apps for use in connection with Pilot. If such software/apps are accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software/app. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software/apps solely in connection with your use of Pilot in accordance with these Terms of Use and only during the term of these Terms of Use. Any software/apps and any related documentation are provided “AS IS” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchant ability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any such software/app. You may not reproduce or redistribute any such software or app except in accordance with the EULA or these Terms of Use.
9 - Services Management
We reserve the right, but not the obligation, to, in our sole discretion and without limitation, notice, or liability: (i) monitor your use of Pilot for violations of these Terms of Use; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (iii) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Your Content or any portion thereof; (iv) remove from Pilot or otherwise disable all files and content that are excessive in size or are in any way burdensome to Pilot or contrary to these Terms of Use; and (v) otherwise manage Pilot in a manner designed to protect our, Your Parties’ and other users’ rights and property and to facilitate Pilot’s proper functioning.
We use audit logging to detect unauthorized activities and provide accountability for our personnel. Audit logs can capture information about system change and events and can identify when the activity took place and who was responsible for performing the activity. Potential incidents are escalated to our security event management team for investigation. Audit logs are restricted to authorized personnel and are securely stored in compliance with our security policy.
10 - Usage Data and Metadata
You acknowledge and agree that Indoc and its related parties reserve the right to use Pilotgenerated usage and metadata related to your use of Pilot (e.g., Pilot performance and diagnostic metadata) to maintain or improve Pilot, for other projects and applications and to manage Pilot’s performance and integrity.
11 - Data Backup
Although we perform regular routine backups of data, you are solely responsible for backing up Your Content (including Your Data) that you transmit to, that is generated from your use of, or that relates to any activity you have undertaken using, Pilot. You agree that we will have no liability to Your Parties for any loss or corruption of any of Your Content, and you hereby waive any right of action against us arising from any such loss or corruption of Your Content.
12 - Governing and Applicable Laws
These Terms of Use are governed by and to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the non-exclusive jurisdiction of: (i) the courts of the Province of Ontario; and (ii) the federal courts of Canada; located in Toronto. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remaining provisions in this Terms of Use will continue in full force and effect.
13 - Third Parties
Pilot may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third- Party Websites accessed through Pilot or any Third-Party Content posted on, available through, or installed from Pilot, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use of, access to, or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to access the Third-Party Websites linked to from Pilot or to use, access or install any Third-Party Content, you do so at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate to from Pilot or relating to any applications you use or install from Third-Party Websites. You agree and acknowledge that we do not endorse the products, ThirdParty Content or services offered on Third-Party Websites and you acknowledge and agree that we will have no liability for any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or Third-Party Websites.
14 - Termination
Your Account may be terminated immediately: • on the direction of your Organization or the Intermediary, if applicable; • on the termination or expiration of the SaaS Agreement; • on the termination or expiration of the agreement between your Organization and your Intermediary (if applicable); and • on your breach of these Terms of Use. In addition to terminating or suspending your Account following your breach of these Terms of Use, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Your rights and ability to access or egress Your Content after such termination/expiration will be as provided under the SaaS Agreement.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF PILOT OR ANY OF ITS SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR RIGHT TO USE PILOT AND ITS SERVICES OR DELETE YOUR ACCOUNT AND ANY OF YOUR CONTENT AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
15 - Modifications and Interruptions
We reserve the right to change, modify, or remove the scope, contents, look, feel, features and functionality of Pilot and its Services at any time or for any reason at our sole discretion without notice. We may remove or deprecate features and functionality. We may modify APIs without notice. We will not be obligated to provide support for older versions of Pilot or training on how to use newer versions of Pilot. We have no obligation to update Pilot or its Services. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Pilot or its Services.
We cannot guarantee that Pilot or any of its particular Services will be available at all times. The Services depend on the Internet including networks, cabling, facilities, and equipment that are not under our control. Accordingly: (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Services is on a “commercially reasonable efforts” basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information, or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.
We may experience hardware, software, or other problems or need to perform maintenance related to Pilot and its Services, resulting in interruptions, delays, errors, or events of force majeure. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify Pilot and its Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use Pilot or any of its Services during any downtime or discontinuance of the Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support Pilot or its Services or to supply any corrections, updates, or releases in connection therewith.
16 - Corrections
There may be information on Pilot that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice and you may not rely on any such information.
17 - Disclaimer
PILOT, ITS SERVICES, ANY CONTENT WITHIN PILOT, OUR IP, AND ANY MATERIALS/SOFTWARE APPS DOWNLOADABLE FROM PILOT (“DELIVERABLES”) ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF DELIVERABLES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE DELIVERABLES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE DELIVERABLES OR FUNCTIONALITY OF ANY WEBSITES, SOFTWARE OR MOBILE APPLICATIONS LINKED TO, OR MADE AVAILABLE THROUGH, PILOT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF THE DELIVERABLES; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF DELIVERABLES; (3) LOSS OF, UNAUTHORIZED ACCESS TO, OR USE OF YOUR CONTENT OR YOUR USE OF OUR DELIVERABLES AND/OR ANY AND ALL PERSONAL OR OTHER INFORMATION STORED THEREIN; (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM DELIVERABLES; (5) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH DELIVERABLES BY ANY THIRD PARTY, AND/OR; (6) ERRORS OR OMISSIONS IN ANY OF OUR DELIVERABLES OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE TO, FROM OR VIA DELIVERABLES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY HYPERLINKED THIRD-PARTY WEBSITE OR THIRD PARTY CONTENT.
18 - Indemnification
You agree to exonerate us from any responsibility and to refrain from any legal action against us regarding Your Content. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, affiliates, employees and contractors, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Your Content; (2) your use of Pilot; (3) your breach of these Terms of Use; (4) your breach of your representations and warranties set forth in these Terms of Use; (5) your violation/infringement of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of Pilot. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
19 - Limitations of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF YOUR CONTENT OR OTHER DAMAGES ARISING FROM YOUR USE OF DELIVERABLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR CDN $100,000. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
20 - Electronic Communications, Transactions and Signatures
Creating an Account, adding/uploading Your Content to Pilot or sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and through Pilot (its software and apps), satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US, INCLUDING VIA PILOT, ITS ASSOCIATED SOFTWARE AND APPS. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
21 - Conflicts
In the event of a conflict between any of these Terms of Use and the SaaS Agreement, the provisions contained in the SaaS Agreement will govern to the extent of the conflict. In the event of a conflict between a EULA and the SaaS Agreement, the provisions contained in the SaaS Agreement will govern to the extent of the conflict. In the event of a conflict between any of these Terms of Use and a EULA, the provisions contained in these Terms of Use will govern to the extent of the conflict.
Changes to Terms of Use
Version 1.2 : February 30, 2024
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- Lorem Ipsum is simply dummy text of the printing and typesetting industry.
Version 1.2 : February 30, 2024
- Lorem Ipsum is simply dummy text of the printing and typesetting industry.
- Lorem Ipsum is simply dummy text of the printing and typesetting industry.
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