CONFORMiT Terms of Service

Last Updated: October 25, 2023

1. ACCEPTANCE OF TERMS

By accessing or using the services, features, content, or applications offered by CONFORMiT Technology Inc. its affiliates, associated companies, directors, officers, employees, agents, and contractors (“we”,  “us,” or “our” or “CONFORMiT”), you agree to comply with and be bound by these terms of service and any modification thereof (the “Terms of Service” or “Agreement”).The expressions “You” or “your” refers to you, the person accessing and using the features, technologies and content offered by CONFORMiT, including but not limited to its applications, websites, platforms, (“Service”), and, where the context permits, includes any person who may be authorized by you to use your account with the Service. If you use this Service on behalf of a company or other legal entity, “you” or “your” refers to both the individual user and the entity on whose behalf the Service is being used. Please review the Agreement carefully before using our Services. If you do not agree to these terms, you may not use our Services. It is your responsibility to review the online Agreement periodically. If at any time you find the Agreement unacceptable or if you do not agree to the Agreement in its entirety, please do not use our Services.

2. PRIVACY POLICY

(a)        Your use of our Services is also governed by our privacy policy, available at this URL: https://www.conformit.com/privacy-policy or its successor URL (“Privacy Policy”), which is designed to help you understand how we collect, use, and safeguard the information you provide to us and to assist you in making informed decisions when using our services. By using our Services, you agree to the terms of the Privacy Policy, as it may be updated from time to time. The changes to the Privacy Policy are effective immediately upon posting. We encourage you to review the Privacy Policy regularly to stay informed about our information practices.

(b)       The Privacy Policy outlines our practices concerning data collection, processing, and privacy. We are committed to protecting the confidentiality and security of the information you entrust to us, including any personal or sensitive data. However, you acknowledge and agree that the transmission of information over the Internet is not completely secure, you understand that any message or information you send to the website may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted. Any transmission is at your own risk.

(c)        We reserve the right to update or change our Privacy Policy at any time, and you should check this Privacy Policy periodically. Your continued use of the Service after we post any modifications to the Privacy Policy on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy.

3. TERMS OF USE

(a)        The website terms of use available at this URL: https://www.conformit.com/terms-of-use or its successor URL (“Terms of Use”) pertain to your conduct on our platform and the acceptable use of our services. It outlines the behaviours expected of users and provides guidelines on what is not permitted on our platform, ensuring that our community remains safe, respectful, and positive.

(b)       Violations of the Terms of Use may result in the temporary or permanent suspension of the Service, legal action, and penalties. Authorized users are expected to adhere to these terms and any other applicable terms we provide to maintain a harmonious and lawful community.

(c)        We reserve the right to modify or update the Terms of Use at our discretion. You are responsible for regularly reviewing the Terms of Use and your continued use constitutes acceptance of any changes.

4. SUBSCRIPTION AGREEMENT

If you have entered into a subscription agreement for the use of our platform and/or other Services with us (“Subscription Agreement”) that agreement contains additional terms and conditions that apply to your use of our platform, features, content, or applications offered by us. It is a privately negotiated agreement tailored to meet the specific needs and requests of the subscriber.

5. ACCESS TO SERVICES

Subject to your compliance with this Agreement and any other applicable terms, including, but not limited to the Privacy Policy, the Terms of Use, and the Subscription Agreement, we grant you a limited, conditional, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use our Services, unless otherwise agreed in writing by CONFORMiT.

6. RESTRICTIONS

In addition to restrictions provided under any other applicable terms provided by CONFORMiT, you and any of your authorized users may not:

(a)        decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Services;

(b)       use the services for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates this Agreement or any other applicable terms;

(c)        post or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, and you should refrain from behaviours that are disruptive, unprofessional, or offensive to other users;

(d)       attempt to interfere with, hack into, or decipher any transmissions to or from the servers running the Service, or perform any actions with the intent to bypass or manipulate the secure environment and accessibility of the Service;

(e)        use the Services to process or store health data that is subject to HIPAA regulations in the United States, unless a prior written agreement has been entered into between CONFORMiT and you to govern the compliant processing of such data;

(f)        attempt to interfere with or breach the security of our Services will result in immediate termination of access and may lead to legal action;

(g)        create accounts via unauthorized means.

7. USER CONTENT

(a)        You are solely responsible for the content that you post on or through our services, or transmit to or share with other users. You agree not to post or distribute content that violates the rights of third parties, including, without limitation, intellectual property rights.

(b)       By posting content on our website, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, modify, reproduce, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

(c)        We reserve the right to monitor, review, moderate, and control any content posted by users on our Services. We may, in our sole discretion, without obligation or liability to you or any other person or entity, and without prior notice, remove, edit, disable, or restrict access to any content that we deem to be harmful, offensive, in violation of this Agreement, or otherwise harmful to our Services, to ourselves, or to other users. We will not be liable or be held responsible in any way for any consequences, direct or indirect, resulting from such actions, and we disclaim any liability to you or any other user or third party.

8. INTELLECTUAL PROPERTY RIGHTS

8.1       Respect for Intellectual Property

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.

8.2       Takedown Requests

We respond to valid copyright complaints and may terminate the accounts of repeat infringers according to the process set out in the applicable laws.

8.3       Ownership

All rights, title, and interest in and to the Services (excluding your content) are and will remain the exclusive property of CONFORMiT and its licensors and is protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Unauthorized use of our content may violate these laws and is strictly prohibited.

9. DISCLAIMER

9.1       No Guarantees

(a)        Our Services are provided “as is” and “as available” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

(b)       Unless otherwise agreed in writing by CONFORMiT, we make no guarantees regarding the availability, accuracy, completeness, reliability, or timeliness of the Services, content, or information provided on or through the use of our Services.

9.2       Updates and Changes

Unless otherwise agreed in writing by CONFORMiT, we reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any service feature, without notice or liability.

9.3       Limitation on claims

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services remains with you. Without limiting the foregoing, we are not responsible for any incompatibility issues with user’s equipment, devices, or software.

10. LIMITATION OF LIABILITY

Unless otherwise agreed in writing by CONFORMiT,

(a)        in no event shall we be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses.

(b)       our total liability, whether in contract, warranty, tort (including negligence), or otherwise, will not exceed the amount paid by you to us during the twelve months preceding the claim.

(c)        you acknowledge and agree that your access and use of the services is at your own risk and that you are solely responsible for any damage or loss arising from such use.

11. GOVERNING LAW & WAIVER

(a)        Any disputes arising out of or relating to these Terms of Service, the Services, or your relationship with CONFORMiT shall be resolved exclusively in the competent courts of law in Montreal, Province of Quebec, Canada.

(b)       You and CONFORMiT agree to submit to the personal jurisdiction of the courts located in Montreal, Province of Quebec, Canada, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

(c)        Notwithstanding the foregoing, CONFORMiT may seek injunctive or other equitable relief to protect its rights, including but not limited to, its intellectual property rights in any court of competent jurisdiction.

(d)       To the maximum extent permissible by law, (i) you expressly agree to address all disputes with CONFORMiT on an individual basis and are not permitted to bring any claims as a plaintiff or class member in any class proceeding; (ii) both you and CONFORMiT categorically waive any right to a trial by jury for any legal actions arising out of or connected to these Terms of Service, the Services, or related transactions; and (iii) you are obliged to bring any claim or action against CONFORMiT within one year following the occurrence of the event resulting in such claim or action; the failure to file a claim within this timeframe will result in the permanent barring of the claim.

(e)        The Service is controlled and operated from facilities in Canada, the United States or Europe, as the case may be CONFORMiT makes no representations that the service is appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative, regulatory or supervisory authority or court.

12. TERMINATION

(a)        CONFORMiT reserves the right to terminate or suspend your account and access to the Services at any time, without notice, for conduct that CONFORMiT deems, in its sole discretion, to violate this Agreement or harm other users of the Services, CONFORMiT or third parties, or the occurrence of any of the following events,  without prejudice to any other rights or remedies it may have:

(i) In the event of a breach by you of any term or condition of this Agreement, where such default or breach is not cured within ten (10) days following receipt of written notice to that effect from CONFORMiT;

(ii) immediately in the event of (a) your bankruptcy, insolvency, liquidation, dissolution or similar proceedings, or if you make a general assignment for the benefit of your creditors, or if a receiver is appointed over your property; (b) any illegal activity or conduct that violates applicable laws, including but not limited to privacy and intellectual property laws; (c) any breach of security, or any unauthorized access to the Services traced back to your account.

(b)       Upon termination, all licenses and other rights, including but not limited to the access to the Services granted to you in this Agreement will immediately cease. We are not liable to you or third parties for termination of your access or for removal of your content.

13. INDEMNISATION

(a)        You agree to indemnify, defend, and hold harmless CONFORMiT, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, any violation by you of this Agreement, Privacy Policy, Web Terms of Use, or Subscription Agreement, or any breach of the representations, warranties, and covenants made by you herein.

(b)       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 with our defense of these claims.

14. THIRD-PARTY LINKS, SITES, AND SERVICES

(a)        Our Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.

(b)       If you access a third-party website from the Service, you do so at your own risk, and you understand that this Agreement, the Terms of Use, and the Privacy Policy do not apply to your use of this site.

15. PAID SERVICES

15.1     Fees and Payments

Unless otherwise agreed in writing by CONFORMiT, we offer certain portions of our services on a subscription or fee basis, and if you elect to use paid aspects of our Services, you agree to the pricing and payment terms as we may update them from time to time.

15.2     Changes in Price and Subscriptions

Unless otherwise agreed in writing by CONFORMiT, we may change the price for the Services at any time, but changes will not affect any subscription fees already paid, and we reserve the right to change the features, benefits, and prices of our subscription plans at any time without prior notice.

16. FEEDBACK

Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you. All feedback, comments, or suggestions become the exclusive property of CONFORMiT with unrestricted rights to use and exploit them without any obligation to compensate you.

17. MISCELLANEOUS

17.1     Force Majeure

(a)        Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

(b)       Notwithstanding any other provision of this Agreement, it is expressly agreed that the monthly or annual subscription fee, as the case may be, will remain due and payable in full by you, even in the event of force majeure. Subscription fees are non-refundable and will not be extended due to force majeure events that may prevent or limit your access to or use of the Services.

17.2     Waiver

The failure of CONFORMiT to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

17.3     Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The invalid or unenforceable provision will be deemed modified to the extent necessary to make it valid and enforceable, and if such modification is not possible, replaced with a provision that reflects the original intent and economic benefit of the invalidated provision to the maximum extent permissible under applicable law. If such replacement is not legally permissible, the invalid or unenforceable provision will be deemed severable, and will not affect the validity and enforceability of any remaining provisions.

17.4     Notification

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Agreement at any time. We will make reasonable efforts to notify you of any significant changes. Your continued use of our Services following the posting of changes will mean that you accept and agree to such changes.

17.5     Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without CONFORMiT’s prior written consent. For the purposes hereof, a change in control of your company is deemed to be an assignment and therefore requires the prior written consent of CONFORMiT. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. CONFORMiT may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

17.6     Amendments

We may, from time to time, release new features or tools which will be subject to the Agreement, and we may also add new provisions as necessary. Your use of new features and tools will be governed by the Agreement and any additional terms of use that we may release for those specific features or tools.

17.7     Precedence

Notwithstanding any other provision in this Agreement, the Terms of Use, Privacy Policy, and Subscription Agreement shall prevail over these Terms of Service except where the provisions of these Terms of Service are more protective of CONFORMiT’s interests. In such cases, the relevant provisions of these Terms of Service will apply to the extent of the additional protection provided to CONFORMiT.

17.8     Survival

Provisions that by their nature should survive the termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding the termination of this agreement.

17.9     Third-Party Beneficiary

Except as expressly provided in these Terms of Service, there are no third-party beneficiaries to the agreement.

17.10   Interpretation

(a)        Any reference in this Agreement to gender includes all genders, and words denoting any gender shall be construed to include all genders. Words in the singular include the plural and vice versa.

(b)       The headings in this Agreement are for convenience only and shall not affect the interpretation of any provisions.

18. CONTACT INFORMATION

For any questions about this Agreement, please contact us at legal@www.conformit.com. You should use updated contact information on our official website for inquiries or concerns.