Site2Site Customer Agreement
This User Agreement (the "Agreement") is a legal agreement between you and Site2Site Inc. ("Site2Site") respecting your use of Site2Site services as described herein and on Site2Site's website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you are accepting this Agreement on behalf of a company, employer or other entity, so that such company, employer or other entity and/or its employees and you are to be permitted to use the services and software hereunder, you are representing that you have the authority to bind such company, employer or other entity to this Agreement, and will also comply with this Agreement as an individual. If you have any questions or concerns about the terms of this agreement, please contact us at:
121 Charles St. West
1.1. "Application" means the Site2Site mobile device application that collects certain employee or contractor data.
1.2. "Platform" means the Site2Site web-accessible platform that collates, organizes and performs certain analytical functions on data collected through the Application.
1.3. "Services" has the meaning set forth in Section 2 below.
1.4. "Software" means the Application and Platform collectively.
2. The Services
2.1. Site2Site will provide its customers, through the Software, with the ability to capture workforce information by having employees and contractors input project and work-related on a real time basis through the Application, and to aggregate and analyze such data, and generate reports, through the Platform (the "Services"). The Services are provided subject to the terms and conditions of this Agreement.
2.2. In order to use the Services, you must:
(a) provide up-to-date, complete and accurate registration and payment information, as required in Site2Site's sign-up process;
(b) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
You specifically agree that Site2Site may rely on the accuracy of the information provided by you to Site2Site, and that Site2Site will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Site2Site.
2.3. Site2Site will provide you with certain information to allow you to use the Software and to permit your employees and contractors to use the Software on your behalf, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the "Access Information"). The Access Information is provided on the understanding that it is personal to you; you may not permit anyone other than you or your authorized representatives to obtain access to the Software or Services using the Access Information. Site2Site is not responsible or liable in any way for any use of the Software (authorized or unauthorized) by any party accessing the Software or Services using your Access Information, and you accepts all responsibility for such use of the Software or Services and any consequences resulting from such use of the Software or Services. For greater certainty, you are solely responsible for imposing any desired limitations to account permissions respecting your employees and contractors, enforcing employee and contractor compliance with this Agreement, removing access to the Software and Services from employees and contractors where desired (such as in the case of employee or contractor termination), and instructing employees and contractors respecting the usage of the Software and Services, and you shall be vicariously liable for any breach by your employees or contractors of this Agreement.
2.4. Site2Site reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content or account access. Site2Site may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.
2.5. Under no circumstance will Site2Site be liable for any loss or damage caused by your reliance on information obtained through the Software or Services. Without limiting the foregoing, Site2Site does not assess data flowing through the Services for quality or otherwise; metrics, analyses and reports generated by the Software are based solely on automatic Software functions, not the result of any specific examination of the data by Site2Site or its employees, or any judgment exercised by Site2Site or its employees respecting such specific data. It is your responsibility to evaluate the accuracy, completeness or usefulness of any content and data available through the Software and Services, including metrics and analytic results.
2.6. You acknowledge and agree that an integral part of your use of the Software and Services entails the collection of information and data from your employees and contractors, and potentially your customers, and the processing of such information and data by Site2Site. Such information and data may include personal information of such customers. Nothing herein transfers any ownership of such information and data to Site2Site; however, you grant Site2Site a license to use such information and data solely to provide you with the Services. You are solely responsible for obtaining all relevant permissions for Site2Site to collect such information and data from its customers or other applicable third parties. Site2Site will have no liability whatsoever respecting any claim by you, your employees or contractors, your customers, or any third party whose information and data are collected in your use of the software, whether related to privacy or otherwise, in relation to Site2Site's use of such information to provide the software and services, and you agree to indemnify, defend and hold Site2Site harmless against any such claims. You are also responsible for complying with all applicable laws, including privacy laws, with respect to your storage and use of such information.
2.7. In providing the Services, Site2Site is only responsible for the computers and networks hosting the Platform, and in any event, only to the extent that such computers and networks are wholly within Site2Site's control. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with the Software including without limitation your internal network infrastructure, Internet Service Providers, and any mobile devices. Site2Site is specifically not responsible for any compatibility issues, communication lags or downtime respecting any such computers, networks, devices or ISPs.
2.8. You acknowledge that, due to the nature of the Software and Services, information or data communicated through the Software may be hosted on servers residing in jurisdictions other than Canada, over which Site2Site has no direct control, or may become corrupted. You acknowledge that Site2Site has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them, or for maintaining data integrity throughout transmission. You therefore hereby release Site2Site from all liability for any governmental or third party action taken in such jurisdictions with respect to such data and/or the servers on which such data resides, and acknowledges that it is solely your responsibility to back up and retain copies of data obtained through the Software.
2.9. Site2Site shall not be obligated to provide any training, support or maintenance services for the Services or Software unless expressly agreed upon in writing between you and Site2Site.
3. Your Use of the Services
3.1. You agree that:
(a) You are of the age of majority in the jurisdiction in which you reside, and that the Software and Services must not be used by any person under the legal age to be employed in your industry;
(b) You will not permit anyone other than you to obtain access to the Services through your Site2Site account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
(c) You will ensure that any information that is provided to Site2Site pursuant to this Agreement is true, accurate, current and complete;
(d) You will be solely responsible for all activities with respect to the Services undertaken by you;
(e) You will not use the Services for any commercial purposes (meaning distribution or incorporation of the Software or Services into any product or service that you may develop) or for the benefit or on behalf of any third party;
(f) You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services;
(g) You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Site2Site and other users of the Services;
(h) You will not in any way use the Services to facilitate the transmission of harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent, obscene or pornographic activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party's privacy rights;
(i) You will not interfere with or in any manner compromise any of Site2Site's security measures;
(j) You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any website or content accessible through the Services or Software, or access or attempt to access, any information or data to which you have no rights;
(k) You will cooperate with Site2Site and provide information requested by Site2Site to assist Site2Site and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
3.2. You acknowledge and agree that Site2Site will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement, the guidelines, rules and restrictions set down by any website or owner of the information that you access, and all applicable laws respecting your use of the Services. Site2Site reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in Site2Site's reasonable judgment, a threat to Site2Site's or any third party's computer systems, networks, files, materials or other data.
4. The Software
4.1. Site2Site hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Software on any compatible personal computer, compatible mobile device or other supported hardware, as determined by Site2Site in its sole discretion, and solely for the purposes of using the Services. This license does not imply any rights to future upgrades or updates to, or versions of, the Software. However, if Site2Site does provide you with any Software upgrades, updates or versions, such updates, upgrades and versions shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades, updates or versions. Such Software upgrades, updates and versions may be subject to additional payments. You do not have the right to obtain or use any source code for the Software.
4.2. You shall not:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
(b) distribute, assign, license, sublicense, lease, rent, transfer, sellor otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
(c) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice);
(d) copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by Site2Site;
(e) use the Software in any way inconsistent with the use parameters for the Services;
(f) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Site2Site with respect to the Software and/or data and/or content transmitted or processed by Site2Site;
(g) collect or attempt to collect any information or communication about the other users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
(h) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
(i) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) - (h) above, or attempting to do so.
For the purposes of this provision "copy or reproduce" shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.
4.3. You specifically acknowledge that the Software is not developed, or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous, time-sensitive or mission critical applications. You agree that Site2Site shall not be liable for any claims or damages arising from such use if you use the Software for such applications. You agree to hold Site2Site harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Software for such applications.
4.4. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
5. Fees for Services
5.1. You agree to pay all applicable fees in connection with the Services. You authorize Site2Site to automatically charge you for any and all fees incurred by you for Services. Site2Site reserves the right to change its price list and to institute new charges at any time upon notice to you, which notice may be provided by means of updates on Site2Site's website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges.
6. Privacy and Confidentiality
6.2. Additionally, by submitting personal information to Site2Site pursuant to this Agreement, including without limitation your name, address, and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by Site2Site for the purposes of Site2Site's provision of the Services and Site2Site's internal use and specifically the purposes for which such information has been requested, such as billing requirements. You specifically agree that Site2Site may disclose your name, address, e-mail address and/or account information to third party service providers to the limited extent necessary to provide you with the Services, and that you are providing your express consent to communications from Site2Site (including e-mail communications, both marketing and informational) respecting Site2Site's products and services, including the Services and Software.
6.3. As the Services may involve the transmission by you of personal information belonging to individuals, Site2Site reserves the right to delete any data containing such personal information where the individual to whom such information pertains requests such deletion.
6.4. You specifically agree that Site2Site may process and combine portions of specific data and/or personal information obtained through the Software and Services with other information into an aggregate form, such that the resulting information no longer personally identifies any individual or discloses confidential information that is specific to you. Such resulting information is used to obtain an overall picture of Site2Site's products, services, customer sectors and/or usage patterns, and Site2Site may use and disclose to third parties this anonymized, aggregate information, in its sole discretion.
7. Intellectual Property Rights
7.1. You are responsible for complying with all applicable intellectual property laws in your use of the Services, including, without limitation, your development of your applications, and agree to indemnify, defend and hold Site2Site harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights.
7.2. You acknowledge that, except as expressly set forth in Section 8 below, the Software and Services are owned by Site2Site, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.
7.3. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
8. Disclaimer of Warranties
8.1. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SITE2SITE ASSUMES NO RESPONSIBILITY FOR YOUR RELIANCE ON THE SOFTWARE OR SERVICES, OR FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE, OR ARISING FROM YOUR USE OF THE SERVICES OR SOFTWARE. SITE2SITE DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR SOFTWARE, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK. Site2Site has no special relationship with or fiduciary duty to you, and you acknowledge that Site2Site has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation with respect to any information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
9. Limitation of Liability
9.1. The only type of damages that can be recovered against Site2Site arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, to the extent arising from Site2Site's breach of this Agreement, gross negligence, or wilful misconduct. In no event shall the aggregate liability of Site2Site exceed the amount paid by you for the portion of the Services that gave rise to the claim. SITE2SITE SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software and Services is to uninstall and cease use of such Software and Services.
9.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SITE2SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF SITE2SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10.1.In addition to the indemnity obligations stated elsewhere in this Agreement, you agree to indemnify, defend and hold harmless Site2Site, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, the Software, and any use of the information obtained by you in using the Services or Software, (b) your use or misuse of the Services and/or Software or your use of the information obtained by you in using the Services or Software, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services through you, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws. Site2Site reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Site2Site, at your expense, in asserting any available defences.
11.1.You may terminate this Agreement at any time upon notice to Site2Site. Upon any termination of this Agreement for any reason (whether by you or by Site2Site), you must cease all use of the Services and Software and destroy and/or permanently delete all copies of the Software in your possession.
11.2.Site2Site reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services will immediately cease. Any fees paid by you are non-refundable unless otherwise expressly agreed upon in writing by Site2Site. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
11.3.Without limiting other remedies, Site2Site may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Site2Site is unable to verify or authenticate any information you provide; or (c) Site2Site believes that your actions may cause financial loss or legal liability for you, other users or Site2Site.
11.4.Site2Site reserves the right to investigate suspected violations of this Agreement. You hereby authorize Site2Site to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
11.5.The above-described actions are not Site2Site's exclusive remedies and Site2Site may take any other legal, equitable or technical action it deems appropriate in the circumstances. Site2Site will not be liable for any damage caused by the termination of this Agreement.
12. General Provisions
12.1.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.
12.2.This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
12.3.You acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Site2Site to show your acceptance of this Agreement and/or your agreement to download and install the Software and/or use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software or the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
12.4.If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
12.5.It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
13.1.If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Site2Site or its business, please contact Site2Site through email at firstname.lastname@example.org or send a letter to 121 Charles St. West, Kitchener ON.