Please read the following End User Licence Agreement (the “
Agreement”) carefully as it governs your use and access to Sollum’s software platform (the
“Platform”), including all user manuals, handbooks, and installation guides relating to the Platform (the “Documentation”) provided to you (“you” or “your”) by Sollum for use pursuant to and subject to the agreement entered into by and between Sollum Technologies Inc. (“
Sollum”) and your employer or any other person who lawfully controls your access to the Platform (“
Licensee”).
BY CLICKING THE “ACCEPT” BUTTON, YOU: (I) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE PLATFORM; AND (II) ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE PLATFORM
1. License GrantSubject to your strict compliance with this Agreement, Sollum hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use and access the Platform solely in accordance with the Documentation, solely for Licensee’s internal business purposes. The foregoing licence will terminate immediately on the earlier to occur of: (i) the expiration or earlier termination of the license granted by Sollum to Licensee; or (ii) your ceasing to be authorized by Sollum to use the Platform for any or no reason.
2. Account2.1 Account Creation
Account creation. The Platform requires the creation of a user account. If you create an account, you must complete the registration process by providing Sollum with current, complete, and accurate information as prompted by the applicable registration form. You will also choose a unique username and a safe password. In case of a breach of this paragraph 2.1, Sollum may end your right to access and use the Platform, at its sole discretion.
2.2 Responsibility of the Account
You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Licensee immediately of any unauthorized use of your account or any other breach of security.
2.3 Account Security
Although we are using reasonable security measures to protect your personal information, we cannot assure that unauthorized third parties will never be able to breach the Platform’s security measures or make improper use of your personal information. Therefore, you acknowledge that you are providing your personal information at your own risk.
2.4 Liability for Account MisuseTo the extent permitted by applicable laws, Sollum will not be liable for any loss, including the loss of data associated with your account, that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Sollum or another party due to someone else using your account or password.
2.5 Use of Other Accounts
You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorized mandatary.
2.6 Deletion of the Account
Sollum reserves the right to delete any account that is no longer needed upon notice from the LicenseeSollum reserves the right to delete any account that is no longer needed upon notice from the Licensee
3. USE OF THE PLATFORM3.1 Restrictions
You shall not, directly or indirectly: (i) copy, modify, or create derivative works of the Platform or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or the Documentation; or (v) use the Platform or the Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3.2 Suspension of the Platform Notwithstanding anything to the contrary in this Agreement, Sollum may temporarily suspend your access to any portion or all of the Platform if Sollum reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or to any other client of Sollum; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable laws; or (v) your use of the Platform is in breach with the provisions of the present Agreement (each, a “
Suspension”). Sollum shall use commercially reasonable efforts to provide you with a written notice of any Suspension and to provide you with updates regarding resumption of access to the Platform following any Suspension. Sollum shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Suspension is cured. Sollum shall have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that you may incur as a result of a Suspension.
3.3 Compliance Measures The Platform may contain technological copy protection or other security features designed to prevent unauthorized uses of the Platform, including features to protect against uses of the Platform: (i) beyond the scope of the license granted to under Section 1; and/or (ii) prohibited under Section 3. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.
4. Collection and use of information; Aggregated Data4.1 Collection and Use of Information
Sollum may, directly or indirectly through the services of others, collect and store information regarding use of the Platform and about equipment through which the Platform is accessed and used, by means of: (i) providing maintenance and support services; (ii) security measures included in the Platform as described in Subsection 3.3 above; and (iii) by transfer through the Internet. You agree that Sollum may use such information for any purposes related to any use of the Platform by you, including but not limited to: (a) improving the performance of the Platform or developing updates; and (b) verifying compliance with the terms of this Agreement and enforcing Sollum’s rights, including all intellectual property rights in and to the Platform.
4.2 Aggregated Data
Notwithstanding anything to the contrary in this Agreement, Sollum may monitor your use of the Platform, collect, and compile aggregated and anonymized data sets and decision models (the “Aggregate Data”). As between the parties, all rights, titles, and interests in and to the Aggregated Data, including any and all intellectual property rights therein, shall belong to and are retained solely by Sollum. You acknowledge and agree that Sollum may: (i) make the Aggregated Data publicly available in compliance with applicable laws; and (ii) use the Aggregated Data to the extent and in the manner permitted under applicable laws.
5. User Content
5.1 Content Ownership As between you and Sollum, you retain ownership of any text, video, photos or other materials that you post on or communicate through the Platform or otherwise provide to Sollum hereunder (the “Content”), except for the Feedbacks (as defined below).
5.2 Content License
By submitting the Content on the Platform, your grant Sollum a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and transferable license to reproduce, publish, modify and in general use the Content in connection with the Platform, whether for commercial or non-commercial purposes, on any platform and media now known or hereafter devised. You agree that Sollum has no obligation to identify you as the author of such Content. You further agree to complete and execute any documents that Sollum may reasonably request to give full effect of this provision
5.3 Netiquette
At all times, when you provide any Content hereunder, you agree not to make any statement that could be considered, at Sollum’s sole discretion, to be: (i) abusive, defamatory, hateful, racist, xenophobic, homophobic, or sexist (or any use of discriminatory language); (ii) involving vulgar, obscene or malicious language; and (iii) disclosing personal information or the confidential information of others.
5.4 Responsibility of the Content
You hereby agree and accept that you are solely responsible for any Content that you provide hereunder. Therefore, you represent and warrant to Sollum that: (i) you are either the sole and exclusive owner of the Content, or that you have all rights, licenses, permissions, consents, and releases to grant Sollum rights in such Content; and (ii) neither the Content nor its publication or transmission, nor the use of the Content by Sollum violates or will violate the rights of any third-party, including intellectual property rights and publicity rights, or any law or regulation, Canadian or foreign.
5.5 Platform Management
Sollum reserves all rights relating to the administration of the Platform, including in particular the right to delete without notice any Content which, at the sole discretion of Sollum, does not comply with the rules set out in this Section 5.
5.7 Third-Party ContentThrough the Platform, you may use and/or access Content provided by third parties. Sollum cannot guarantee that such Content will be free of any material or information that you may find objectionable. Sollum disclaims all liability related to your access to any Content.
5.8 Complaint
In the event that you find that any Content violates any of the provisions of this Section 5, Sollum invites you to file a complaint, which will be treated confidentially, through the Licensee’s internal processes and hierarchy.
6. Intellectual Property Rights
6.1 Platform and DocumentationYou acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership in and to the Platform or the Documentation under this Agreement, or any other rights to the Platform or the Documentation other than to access and use the Platform and the Documentation in accordance with the license granted under this Agreement, subject to all terms, conditions and restrictions as detailed in the Agreement. Sollum reserves and shall retain its entire right, title, and interest in and to the Platform and the Documentation and all intellectual property rights arising out of or relating to the Platform and the Documentation, subject to the license expressly granted to the Licensee in the Agreement. You shall safeguard all the Platform and the Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
6.2 Trademarks
All trademarks, service marks, logos, trade names and any other proprietary designations of Sollum or the Platform used herein are trademarks and/or registered trademarks of Sollum. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
6.3 Feedback
If you send or transmit any communications or materials to Sollum suggesting or recommending changes to the Platform, including without limitation, new features or functionalities relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), Sollum is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to Sollum on your behalf all rights, titles, and interests in and to the Feedback and Sollum is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Sollum is not required to use any Feedback.
7. Disclaimer of Liability
IN NO EVENT SHALL SOLLUM, OR ITS AFFILIATES (IF ANY), BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO ACCESS AND USE THE PLATFORM. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SOLLUM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR KIND WHATSOEVER REGARDING THE DATA PROVIDED BY THE PLATFORM OR THEIR ACCURACY, OR ANY DECISION TAKEN BY YOU BASED ON THE DATA PROVIDED BY THE PLATFORM. YOU UNDERSTAND AND ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO TAKE THE APPROPRIATE DECISIONS BASED ON YOUR EXPERTISE AND KNOWLEDGE. YOU ARE PROVIDED THE PLATFORM UNDER THE AGREEMENT BETWEEN SOLLUM AND LICENSEE, SOLELY FOR THE BENEFIT OF THE LICENSEE AND AT THE LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY SOLLUM, OR ITS AFFILIATES (IF ANY) MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE THE PLATFORM SHALL BE SOLELY TO THE LICENSEE UNDER THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THER
8. General
8.1 Export Regulation
The Platform may be subject to Canadian and United States export control laws. You shall not, directly or indirectly, export, re-export or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Platform available outside Canada.
8.2 Survival of Provisions
The provisions that by their nature should survive termination of this Agreement shall survive termination, including ownership and disclaimers of liability.
8.3 Assignment You cannot assign or transfer this Agreement or any rights or obligations thereto.
8.4 Privacy
Your use of the Platform is subject to Sollum’s
Privacy Policy which governs our use of your personal information. The
Privacy Policy is expressly made a part of this Agreement.
8.5 Entire Aggreement
This Agreement, together with the Privacy Policy, constitutes the entire and exclusive understanding between the Sollum and you regarding the Platform and the Documentation and shall supersede and replace any and all prior oral or written understandings or agreements between Sollum and you.
8.6 Waiver; Severability
The failure of Sollum to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sollum. Except as expressly set forth in these this Agreement, the exercise by Sollum of any of its remedies under this Agreement will be without prejudice to its other remedies. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect.
9. CONTACT US Sollum appreciates your comments, questions, and feedback, which may be sent to
info@sollum.tech.
It is the express wish of the parties that this document and all related documents, including notices and other communications, be drawn up in the English language.
LAST UPDATED: 2021-08-24
(IMPORTANT: when editing this document, or updating the date field, do not modify the format or placement of this line and make sure this notice is maintained as is).
END-USER LICENCE AGREEMENT
Sollum Technologies Inc.