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Effective date Friday, April 06, 2018 09:41 PM Pacific Standard Time
This Canzea Customer terms of service (this “Agreement”), as it may be modified from time to time, governs your use of The Service as defined below. It is an agreement between Canzea Technologies Ltd, (“Canzea,” “we,” “us,” or “our,”) and you or the entity you represent (“you”).
This Agreement takes effect when you click an “I agree” button or check box presented with these terms or, if earlier, when you use any of The Service (the “Effective Date”).
You represent to us that you are lawfully able to enter into this contract. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access The Service through your account to these terms and conditions, in which case the terms “you” or “your” or “yourself” shall refer to such entity, its affiliates and users associated with it.
If you are not lawfully able, or do not have authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use The Service.
You may not access The Service if you are our direct competitor, except with our prior written consent. In addition, you may not access The Service for; (1) purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes without prior written consent from us or (2) purposes of bringing an intellectual property infringement claim against us.
Please see the later section for definitions of certain capitalized terms used in this Agreement.
If you have any questions regarding this Agreement, please email us at info@canzea.com.
Amendments
Please review our other policies on the Canzea Site. These policies also govern your visit to the Canzea Site. We reserve the right to make changes to the Canzea Site, policies, and this Agreement at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
Any changes to the Agreement will be effective immediately for users of The Service. If we determine in our sole discretion that an update is material, we will notify you through The Service and/or by e-mail to the registered email address of your account. We may require you to provide consent to the updated Agreement in a specified manner before further use of The Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using The Service. Otherwise, your continued use of The Service constitutes your acceptance of such change(s). Please check the Site regularly to view our then-current Agreement.
Your Account Data
In registering for The Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by our registration form, and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using The Service by us. You agree not to create an account using a false identity or information.
CANZEA USES A THIRD PARTY; STRIPE (WWW.STRIPE.COM) TO COLLECT PAYMENT FOR THE SERVICE. WE DO NOT RETAIN ANY OF YOUR BILLING DATA ON THE CANZEA SITE BEYOND THE PAYEE REFERENCE PROVIDED BY STRIPE.
Electronic Communications
When you visit the Canzea Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Canzea Site. You agree that all Agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and received by you on the date they were sent or published.
In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
User content
A User may post comments and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content.
If you do post content or submit material, and unless we indicate otherwise, you grant Canzea a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Canzea and sublicensees the right to use the name that you submit in connection with such content, if they choose.
Use of the service
You agree not to (a) access, or attempt to access, the Canzea Site by any means other than through the interface that is provided by us in connection with the Canzea Site, unless you have been specifically allowed to do so in a separate agreement with us; or (b) engage in any activity that interferes with or disrupts the Canzea Site.
You understand that The Service is continuously improving. As a result, we may require you to accept updates to The Service that you have installed on your Software Ecosystem. You acknowledge and agree that we may update The Service with or without notifying you. Technical support is only provided to Users of The Service who have established a specific support agreement with us.
Security and privacy
If you use The Service, you are responsible for maintaining the confidentiality of your User account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
Third party software
The Service may contain links to third party websites, payment services, billing services or Third Party Technology. Canzea is not responsible or liable for the products or services provided by such third parties. Canzea is not responsible for the operation or functionality of Third Party Technology. You are solely responsible for your use of any Third Party Technology. In addition, we may provide you with software governed by an open source license. If there are provisions in those open source licenses that expressly conflict with this Agreement, the relevant open source license terms will apply.
ANY THIRD PARTY TECHNOLOGY DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH YOUR USE OF THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH THIRD PARTY TECHNOLOGY.
Fees and payment
Any free trial or other promotion that provides you with free access to The Service must be used within the specified time of the trial. At the end of the trial period, your use of The Service will expire and any further use of The Service is prohibited unless you pay the applicable fees.
We calculate and bill fees and charges monthly or annually. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of The Service as described on the Canzea Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding.
Fees and charges for any new feature of The Service will be effective when we post updated fees and charges on the Canzea Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for The Service you are already using by giving you at least 30 days’ prior notice.
Your account will be considered in arrears when payment has not been received by us within 10 business days’ of monthly billing or 30 business days’ of annual billing. At which point we reserve the right to suspend The Service linked to your User account without notice. We may elect to charge you a single administration fee of 10% of the total amount outstanding, for each bill found to be in arrears.
Termination and suspension of the service
We reserve the right to refuse The Service or suspend your User accounts for failure to comply with our fees and payment terms, suspicion of unauthorized access to your account or The Service, your breach of the User Content terms or at your written request. We will endeavor to notify you if we intend to suspend your access to The Service however, some circumstances may result in you being notified after the fact. We will action your requests to suspend your access to The Service on a best endeavors basis.
Data ownership
The Service is provided from Canada. By using and accessing The Service, you understand and agree to the storage of your Registration Data and Configuration Data in Canada. We reserve the right to store your Configuration Data and Registration Data outside of Canada and will endeavor to give you 30 days’ notice in the event of such a change. Use of The Service may depend on transmission of Delivery Data and Infrastructure Data from your Software Ecosystem or Cloud Infrastructure to The Service for processing. You represent and warrant that you have the necessary rights and licenses required to provide your data to us in connection with your use of The Service and that by providing your data in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws.
YOUR APPLICATION DATA RESIDES IN THE SOFTWARE ECOSYSTEM HOSTED BY YOUR CLOUD INFRASTRUCTURE ACCOUNT PROVIDED BY YOU TO THE SERVICE. THE SERVICE WILL NOT ACCESS OR TRANSMITT YOUR APPLICATION DATA. THE MANAGEMENT OF YOUR APPLICATION DATA RESIDING WITHIN THE SOFTWARE ECOSYSTEM IS SOLEY YOUR RESPOONSIBILITY. YOU RETAIN ALL RIGHTS AND OWNERSHIP IN YOUR DATA. WE DO NOT CLAIM ANY OWNERSHIP RIGHTS IN YOUR CONFIGURATION DATA, USER DATA, REGISTRATION DATA, DELIVERY DATA, INFRASTRUCTURE DATA AND APPLICATION DATA.
Indemnification
You agree to indemnify and hold Canzea, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Configuration Data, Delivery Data, Infrastructure Data, Registration Data and Application Data, or the use thereof, including but not limited to allegations that any processing of your Configuration Data, Delivery Data, Infrastructure Data, Registration Data by us and/or you under this Agreement violates any applicable law or regulation, or infringes the privacy or intellectual property rights of a third party, your User Content, your use of The Service, your violation of these terms, or your violation of any law.
Warranties and limitations of liability
THE CANZEA SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY CANZEA ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. CANZEA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CANZEA SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CANZEA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CANZEA DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CANZEA SITE; ITS SERVERS; OR E-MAIL SENT FROM CANZEA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CANZEA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE CANZEA SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CANZEA SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. CERTAIN LAWS 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, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Copyright
You acknowledge all content included on the Canzea Site, such as text, graphics, logos, button icons, images, videos, audio clips, digital downloads, data compilations, and software, is the intellectual property of Canzea or its content suppliers and protected by Canadian, United States and international copyright laws. The compilation of all content on the Canzea Site is the exclusive property of Canzea and protected by Canadian and international copyright laws. All software used on the Canzea Site is the property of Canzea or its software suppliers and protected by Canadian, United States and international copyright.
Applicable law
By visiting the Canzea Site, you agree that the laws of the state of British Columbia Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
Definitions
“CANZEA SITE”; means the WWW.CANZEA.COM domain and any subdomain.
“USER”; means you, a real person uniquely identifiable by an e-mail address.
“THE SERVICE”; means the Canzea Site where the registered User must authenticate before accessing our software services
“CLOUD SERVICE PROVIDER”; means a third party vendor recognised by Us, where the user is able to provision Cloud Infrastructure.
“CLOUD INFRASTRUCTURE”; means cloud computing infrastructure instantiated by The Service using the Cloud Service Provider.
“THIRD PARTY TECHNOLOGY”; means open source software services provided by third party vendors under the GNU General Public License “GPL” and GNU Lesser General Public License “LGPL”. Third party software can be deployed within the Software Ecosystem (“Internal”) or a hosted service available to the Software Ecosystem (“External”).
“REGISTRATION DATA”; means User information hosted in The Service that is required to establish an account on The Service.
“INFRASTRUCTURE DATA”; means infrastructure compute metrics created by the Cloud Service Provider and made available to The Service.
“CONFIGURATION DATA”; means data mastered in the Software Ecosystem and made available to The Service, to manage the Software Ecosystem.
“DELIVERY DATA”; means data created by Third Party Technology within the Software Ecosystem and made available to The Service, for measuring software delivery performance.
“APPLICATION DATA”; means data hosted within the Software Ecosystem that has been entered or uploaded by our customers, your customers or your third parties. It is not Registration Data, Infrastructure Data, Configuration Data or Delivery Data.
“SOFTWARE ECOSYSTEM”; means the Cloud Infrastructure and Third Party Technology plus Infrastructure Data, Configuration Data, Delivery Data and Application Data.