Last Amendment Date: November 1, 2019
These User Terms (“User Terms”) govern your access and use of our software as a service applications, websites and other digital products and services (together, “Services”) so please read them carefully. In these User Terms, “Customer” is the organization, company or other person that has invited or authorized you to access and use our Services. By accessing our Services, which may be accessed from a link on Customer’s website or via our website, creating an account or otherwise using the Services, these User Terms apply to you as an end user of the Services (“you” and “your”).
These User Terms are a legally binding contract between you and Lambda Solutions Inc. (“we”, “our” and “us”). If you are not of the age of majority in your place of residence or do not agree with some or all of these User Terms, you must not access or use the Services.
1. Privacy and Consent to Data Use
- Consent to Data Use: By accepting these User Terms, you acknowledge and agree that we may collect and use technical data and related information, including technical information about your device, system, applications, software and peripherals, which is gathered periodically by us to provide you with updates, product support and other services relating to our Services. We may also use this information, as long as it is in a form that does not personally identify you, to improve our Services and other products or to provide services or technologies to you.
- By providing your email address to Lambda or communicating with Lambda via email, you are deemed to expressly consent to receive unencrypted email communications from Lambda in conjunction with any matter.
By using or accessing our Services, you represent and warrant that you: (a) are of the age of majority in your place of residence; and (b) can lawfully enter into and form contracts in accordance with local laws.
3. Our Services
- Using the Service: the Customer has entered into a separate agreement (the “Subscription Agreement”) with us that permits the Customer to invite and authorize its employees, customers and other third parties (“Authorized Users”) to access and use the Service. That Subscription Agreement contains our commitment to deliver the Services to Customer, who may then invite Authorized Users, including you, to create an account to access and use the Service.
- Access to the Services: Your right to access and use the Services remains effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by the Customer or us. Please contact the Customer if you wish to terminate your account, including if you disagree with any updates to these User Terms.
- Using our Services and Websites: Subject to your compliance with these User Terms and, in relation to the Services, for the period that the Customer provides you with access to the Services or otherwise continue to access and use any of our websites, you have the limited, non-exclusive, non-transferrable and revocable right to access and use the applicable Services.
- Updates, Maintenance and Support: We reserve the right to update, modify, substitute, suspend or remove, without notice to you, the Services or your Content, as defined below, from time to time. Any updates to the Services are subject to these User Terms. Your access to the Services may also be occasionally restricted to allow for repairs, maintenance or the introduction of new functions or services. We will attempt to restore such access as soon as we reasonably can. You acknowledge that we have no obligation to provide any maintenance or support for the Services, except where required by applicable law.
4. Your Responsibilities
- Your Account: Some of the Services may permit or require you to create an account to access or use those Services or obtain additional benefits. If you create up for an account for any of our Services, you agree: (a) that your account and password are personal to you and may not be used by anyone else to access or use the Services; (b) to provide and maintain accurate, current and complete information about yourself, including contact information; and (c) not to impersonate, or misrepresent your connection with, any person, including using another person’s username, name, likeness or account information.
- Log-in Information: You are responsible for maintaining the confidentiality of your account username and password information for the Services. You must immediately notify us and, if it relates to a Service, the Customer of any unauthorized use or suspicious activity in your account for our Services, as you are responsible for all activities that occur under your account. We will not be liable for any loss or damages that you may incur as a result of someone else using your username, password or account, either with or without your knowledge. However, you may be held liable for losses or damages incurred by us or another person due to someone else using your account or password. Without limiting the foregoing, you are responsible for ensuring that your use of our Services is compliant with all applicable laws and regulations.
- Your use of the Services: You agree not to:
- make the Services available to any third party, other than Authorized Users. For instance, you are not permitted to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Services except as permitted under these User Terms;
- use the Services to Process data on behalf of any third party;
- modify, adapt or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks;
- use the Services in any unlawful manner, including in violation of any applicable export laws and regulations;
- use the Services to send unsolicited communications, junk mail, spam or other forms of duplicative or unsolicited messages;
- use the Services to store or transmit any content that infringes, violates or misappropriates any person’s intellectual property rights;
- use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
- attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover the source code or underlying program of any software making up the Services;
- use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory or any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”);
- establish a link to our websites in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
- use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages or sending electronic communications (including e-mail) in violation of applicable law; or
- use or try to use the Services in violation of these User Terms.
- Your Content: Some of our Services may permit you to submit, share, post, provide, transmit, display, upload or otherwise make available data, text, images, files, usernames, audio, video, applications, links and other materials, information and content (“Content”), which may be publicly accessed or viewed through our Services. You are solely responsible for your Content.
- Customer Data: You acknowledge and agree that any Content that you submit to the Service (“Customer Data”) is owned by the Customer and the Subscription Agreement provides Customer with control over that Customer Data. For example, the Customer has control over whether or not you can access the Service, enable or disable third party integrations and manage permissions, all of which may result in the access to, use, disclosure, modification or deletion of some or all Customer Data.
5. Ownership Rights and Restrictions
- Ownership: All right, title and interest in and to the Services, and derivatives of the Services, will belong to and remain exclusively with us and our licensors. All rights not expressly provided to you under these User Terms are reserved. Except in relation to Customer Data, you retain all ownership and other intellectual property rights in and to your Content.
- Content License: Except in respect of Customer Data (described in Section 4.5): (a) you hereby grant (and agree to grant) to us a transferrable, sublicensable, royalty-free, worldwide, perpetual right and license to use, copy, distribute, display, make available to the public, transmit, broadcast, publish, modify and create derivative works of your Content and authorize others, including other users of our Services, to do the foregoing (the “Content License”); and (b) you represent, warrant, and covenant, and can demonstrate to our full satisfaction upon request, that: (i) you own or otherwise have the legal right and capacity to grant the Content License or that your Content is in the public domain worldwide; (ii) your Content does not violate, misappropriate or infringe the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademarks, rights in trade secrets or confidential information or other intellectual property rights; (iii) you agree to pay all royalties, fees, remuneration and any other monies due or payable arising from any use of your Content or the exercise of the Content License by us or third parties on or through our Services; and (iv) you hereby waive (and agree to waive) any moral rights you have in your Content for the purposes described in these User Terms, including for us to provide our Services.
- Feedback and Suggestions: If you send us any feedback or suggestions regarding the Services, you grant to us an unlimited, irrevocable, perpetual, sublicensable, transferrable, royalty-free, worldwide license to use any such feedback or suggestions for any purpose without any obligation to you.
6. Linked Materials, Third Party Service Providers and Customer Materials
- Linked Materials and Services: Materials provided through the Services may contain links to material and services on third party websites (“Linked Materials” and “Linked Services”). Such Linked Materials and Linked Services are not under our control and we are not responsible for the content of any Linked Materials or the provision of any Linked Services. The links to other websites are provided for convenience purposes only and we do not purport to sponsor, approve or endorse any of the Linked Materials or Linked Services. The third party provider of the Linked Services (“Third Party Service Provider”) is solely responsible for the Linked Materials and the Linked Services. Your use of the Linked Services is subject to and must be in accordance with the Third Party Service Provider’s terms and conditions of use and privacy policies applicable to the Linked Services. We do not verify whether any Third Party Service Provider may legitimately offer the Linked Services nor do we investigate the actual provision of the Linked Services. Your only recourse with respect to the Linked Services and the Linked Materials is to the Third Party Service Provider of those Linked Services or Linked Materials.
- Customer Materials: the Customer may provide or make available materials and other information to you as part of the Service (“Customer Materials”). The Customer is solely responsible for the Customer Materials and we do not investigate or verify the accuracy, completeness, reliability, usefulness, timeliness or currency of the Customer Materials.
7. Relationship between You, Us and Customer
AS BETWEEN US AND CUSTOMER, IN RESPECT OF ANY SERVICE, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO: (A) INFORM YOU OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICE OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.
8. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR PERFORMANCE.
YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT REPRESENT OR WARRANT THAT THE ACCESS TO THE SERVICES, WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES AND THE INFORMATION GENERATED BY THE SERVICES IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE ASSUME NO RESPONSIBILITY, AND ARE NOT LIABLE FOR, ANY DAMAGE TO YOUR COMPUTER EQUIPMENT, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR INSTALLATION OF, ACCESS TO, USE OF OR BROWSING ON OUR SERVICES OR YOUR DOWNLOADING OF ANY SOFTWARE OR MATERIAL, OR INABILITY TO DO ANY OF THE FOREGOING.
9. Limitation of Liability
In respect of the Services, if we believe that there is a violation of the Subscription Agreement, these User Terms, or any of our other policies that can be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Service or any third parties.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR THE FOLLOWING TYPES OF LOSS OR DAMAGES UNDER OR IN CONNECTION WITH THESE USER TERMS, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH LOSS OR DAMAGES IN ADVANCE: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; AND (B) WHETHER DIRECT OR INDIRECT, LOSS OF REVENUE, INCOME, PROFIT, SAVINGS OR SHARE VALUE, LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS, PROGRAMS, NETWORKS OR HARDWARE (OR THE RECOVERY OF SUCH) OR LOSS OF GOODWILL. WE WILL NOT BE LIABLE TO YOU FOR DAMAGES FOR ANY CAUSE RELATED TO OR ARISING OUT OR REPUTATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, FOR ANY CAUSES OF ACTION, LOSSES AND DAMAGES ARISING OUT OF OR RELATING TO THESE USER TERMS OR THE SERVICES WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
You will indemnify, defend and hold us harmless against any claim brought by a third party against us or our affiliates, and our respective employees, officers, directors and agents, arising from or related to your use of the Services, your submission of Content, the Linked Materials, the Linked Services or your breach of these User Terms, provided that we promptly notify you of the threat or notice of such a claim.
11. Communications and Security
Unfortunately, no data transmission over the Internet can be guaranteed as secure. Although we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us or via the Services. Accordingly, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take commercially reasonable steps to preserve the security of such information.
- Assignment: You will not assign these User Terms without our prior written consent. Any attempt to assign these User Terms not made in accordance with this clause will be void and without effect.
- Updates to User Terms: We may amend these User Terms from time to time, in which case the updated User Terms will supersede prior versions. If we make a change to these User Terms, the updated User Terms will be posted on our website or otherwise made available through our Services. Please check the User Terms posted on our website from time to time to take notice of any changes we made, as they will be binding on you. Your continued access and use of the Services following the effective date of any such updated User Terms may be relied upon by us as your acceptance of any such amendment.
- Severability and Waiver: If any provision in these User Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these User Terms will remain in effect. Our failure to enforce at any time any provision of these User Terms does not constitute a waiver of that provision or of any other provision of these User Terms.
- Survival: Sections 1 (Privacy and Consent to Data Use), 2 (Eligibility), 5 (Ownership Rights and Restrictions), 6 (Linked Materials, Third Party Service Providers and Customer Materials), 7 (Relationship between You, Us and Customer), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification) and 12 (General) will survive any termination or expiration of the User Terms.
- Notices: All notices to be provided by us to you under these User Terms may be delivered in writing via: (a) email (b) mail (registered or certified, postage prepaid with receipt requested); (c) courier; or (d) personally. All notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 business days after being deposited in the mail or dispatched by courier.
- Governing Law: These User Terms and your use of the Services will be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia without regard to conflict of laws principles. You further agree that, despite being available from a variety of jurisdictions, the Services will be deemed solely based in the Province of British Columbia, Canada; and that the Services will be deemed to be passive in nature and not giving rise to personal jurisdiction over us in jurisdictions other than the Province of British Columbia. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia (Vancouver registry) for any actions or proceedings arising out of or relating to the enforcement of these User Terms. However, you agree that nothing in these User Terms precludes our application for injunctive remedies or other urgent legal relief in any jurisdiction.
- Definitions: Capitalized terms that are not otherwise defined elsewhere in this Agreement have the following meanings:
- “Applicable Data Protection Law” means the privacy and data protection laws that are applicable in the territory where you are established.
- “Authorized User” means those employees, contractors and other end users who you authorize to use the Service in accordance with this Agreement.
- “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by us to you or your Users through the Service or otherwise.
- “Personal Information” means information or data relating to an identifiable individual, such as name, address, date of birth, contact information (including home telephone number and personal e-mail address), employment status, and income.
- “Processing” or “Process” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
- “Your Data” means all software, data, Personal Information, text, images, audio and other content and material provided by you or your Authorized Users that is stored in, submitted to or run on or through the Service.