Acceptance of the Terms and Conditions of Use
These terms and conditions of use constitute a legal agreement and are entered into by and between you and Sophyx Inc. (“Company,” “we,” “us,” “our”). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions”), govern your access to and use, including any content, functionality, and services offered on or through our website, products, services and/or mobile applications owned or operated by us (the “Platform”).
By accessing or using the Platform, you accept and agree to be bound and comply with these terms and conditions and our privacy policy incorporated herein by reference. If you do not agree to these terms and conditions or the privacy policy, you must not access or use the Platform.
By accessing or using the Platform, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.
Modifications to the Terms and Conditions and to the Platform
We reserve the right in our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.
The information and material on the Platform, and the Platform may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is restricted to users or unavailable at any time or for any period.
Your Use of the Platform and Account Set-Up and Security
Users are responsible for obtaining their own access to the Platform and for the Platform's availability and performance. Users are required to ensure that all persons who access the Platform through a user's internet connection are aware of these Terms and Conditions and comply with them. Users are responsible for any security breaches or performance issues relating to accessing the Platform.
The Platform including content or areas of the Platform may require user registration. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete.
Your provision of registration information and any submissions you make to the Platform through any functionality such as applications, chat rooms, e-mail, message boards, personal or interest group web pages, profiles, forums, bulletin boards and other such functions (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.
Any user name, password, or any other piece of information chosen by you or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
We reserve the right at any time and from time to time, to disable or terminate your account, any user name, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.
You are prohibited from attempting to circumvent and from violating the security of this Platform including without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting the ability to monitor the Platform; (f) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Platform via a denial-of-service attack; (i) otherwise attempting to interfere with the proper working of the Platform; and (j) sharing or sublicensing any license or right of access to use the Platform to any other person.
Intellectual Property Rights and Ownership
You understand and agree that the Platform and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
The Company name, the Company logo, and all related names, logos, product and service names, designs, images, social media posts, marketing materials, blogs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.
You may only use the Platform for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, in any form or medium whatsoever except as expressly permitted.
If you print off, copy or download any part of our site in breach of these Terms and Conditions, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Platform or to any content on the Platform, and all rights not expressly granted are reserved by the Company.
Conditions of Use and User Submissions and Site Content Standards
As a condition of your access and use you agree that you may use the Platform only for lawful purposes and in accordance with these Terms and Conditions. Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations.
Without limiting the foregoing you warrant and agree that your use of the Platform and any User Submissions shall not:
- Violate any applicable federal, provincial, local, or international law or regulation including intellectual property and privacy laws;
- Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory;
- Involve stalking, attempting to exploit any individual, or harm minors in any way;
- Involve, provide or contribute any false, inaccurate or misleading information;
- Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity;
- Transmit, or procure the sending of, any advertisements or promotions without our prior written consent;
- Restrict or inhibit anyone's use or enjoyment of the Platform;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act; and/or
- Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
User Submissions: Grant of License
The Platform may contain Interactive Functions allowing User Submissions on or through the Platform. None of the User Submissions you submit to the Platform will be subject to any confidentiality by the Company.
By providing any User Submission to the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You understand and agree that you, not the Company, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable including to any third party for such content and its accuracy.
Site Monitoring and Enforcement, Suspension and Termination
Company has the right, without provision of notice to:
- Remove or refuse to post on the Platform any User Submissions for any or no reason in our sole discretion;
- Take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion;
- Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Platform; and/or
- Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms and Conditions.
We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review material that you or other users submit to the Platform.
No Reliance
The content on our Platform is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.
Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date. Your use of the Platform is at your own risk and the Company has no responsibility or liability whatsoever for your use of this Platform.
Privacy
Any user information and User Submissions will be deemed our property and your submissions and use of our site constitutes consent to the collection, use, reproduction, hosting, transmission and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Platform and provision of services.
By using this Platform you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Platform may not function adequately.
Third Party Websites
For your convenience, this Platform may provide links or pointers to third party sites. We make no representations about any other websites that may be accessed from this Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third party sites, and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third party sites.
Online Purchases
Certain sections of the Platform may allow you to make purchases from us or from other merchants. If you make a purchase from us on or through our Platform, all information obtained during your purchase or transaction and all of the information that you give as part of the transaction, such as your name, address, method of payment, credit card number, and billing information, may be collected by both us, the merchant, and our payment processing company. Please review our Privacy Policy for how we comply with securing your personal data.
You agree that we shall not be responsible or liable for any loss, damage, refunds, or other matters of any sort that incurred as the result of such dealings with a merchant. You release us, our affiliates, our payment processing company, and merchants from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase through or use of our Platform.
Geographic Restrictions
The owner of the Platform is based in the Province of Ontario, Canada. We provide this Platform for use only by persons located in Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
Disclaimer of Warranties
You understand and agree that your use of the Platform, its content, and any services or items found or attained through the Platform is at your own risk. The Platform, its content, and any services or items found or attained through the Platform are provided on an “as is” and “as available” basis, without any warranties 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.
Neither the Company nor any affiliates nor their respective directors, officers, employees, agents or service providers makes any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Platform or its contents.
We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Platform and your computer, internet and data security.
Limitation on Liability
Under no circumstance will the Company, its affiliates and their respective directors, officers, employees, agents, or service providers be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, reliance on, the Platform, any linked websites or such other third party websites, nor any site content, materials, posting or information thereon.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Platform.
Governing Law and Jurisdiction
The Platform and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule.
Any action or proceeding arising out of or relating to this Platform and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
Waiver
No waiver under these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof.
Severability
If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
Entire Agreement
The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and Sophyx Inc. regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Reporting and Contact
This Platform is operated by Sophyx Inc.
Should you become aware of misuse of the Platform including libelous or defamatory conduct, you must report it to the Company at info@sophyx.io.
All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to info@sophyx.io.