THESE TERMS CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THESE TERMS IS AUTHORIZED TO ACCEPT THESE TERMS ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THESE TERMS AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.
These Terms were last updated on November 28, 2022. We may change these Terms from time to time. We encourage you to review these Terms each time you use the Services to see if the Terms have been changed, as indicated by the “Last Updated” set out above. We may at our discretion choose to highlight the fact that we made material changes by posting a notice on our Website and/or by sending you a notice, as appropriate. Any non-material change (such as clarifications) to these Terms will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting on the Website. Defined terms have the meanings given to them in section 9 (Definitions).
Registration of an Account.
You may need to register for an account in order to access or use certain Services. You must be of the age of majority in your jurisdiction unless a specific Service permits otherwise.
Your account may automatically provide you with access and means to use new Services that we create. When you create an account for any of our Services, you will be promoted to provide certain information, which information can be updated or amended by you at any time. You choose the amount of information that you share, but you should be aware that when you make information available to us it may be shared with Third Party Applications that you connect to through the Services.
If you create an account, you are responsible for maintaining the confidentiality of any and all actions that take place while using your account, and you must notify us of any actual or suspected loss, theft, or unauthorized use of your account or authentication information. We are not responsible for any loss that results from unauthorized use of your account, with or without your knowledge. Any information that you share or make available through the Service is called “End User Information”.
Social Media Services.
If you create an account with us through a social media service or log in using social media credentials then, depending on your social media settings, we may have access to your information from that service, such as your name, email address, profile and demographic information, etc. You choose what information you wish to save into your account. This information forms part of your End User Information.
Some or all of our Services may be accessed through distributed services. To install and use such distributed services, you will need a compatible device. We also cannot guarantee that the distributed services will be compatible with, or available on, your device. We do not charge for use of some basic distributed services; however, you may need to pay some fees to use certain premium applications or features. We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our distributed services, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
You may be able to create accounts, log-in to or otherwise share your End User Information with Third-Party Applications through our Services. If you choose to access these Third-Party Applications, you may be requested to log-in with such applications, you may be asked to sync your accounts, or you may otherwise be asked to share your information through Service. You are in no way obligated to use any Third-Party Applications, and your access and use of such applications is entirely at your own risk. If you opt to use Third-Party Applications via your account with us, they may gain access to certain information that you have provided to us, including Personal Data, and they will use, store, and disclose such information in accordance with their individual privacy policies and terms and conditions. We have no liability or responsibility for the privacy and information security practices or other actions or omissions of any Third-Party Applications that you choose to access through your use of our Service. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications.
You will not (a) make any Service available to anyone else, or use any Service for the benefit of anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service or Third Party Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Third Party Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Proof Zero intellectual property except as permitted under these Terms or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
Third Party Products and Services.
The Service may integrate with third-party products or services, including, for example, Third Party Applications. Any use of such data by such Third Party Application is solely between you and the applicable Third Party provider. Proof Zero does not warrant or support Third Party Applications or other Third Party products or services. Proof Zero is not responsible for any disclosure, modification or deletion of data (including End User Information) resulting from access by such Third Party Application or its
Integration with Third Party Applications.
The Services may contain features designed to interoperate with Third Party Applications. Proof Zero cannot guarantee the continued availability of such Service features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Service features in a manner acceptable to Proof Zero
Reservation of Rights.
Subject to the limited rights expressly granted hereunder, Proof Zero, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forthLicense by You to Proof Zero. You grant Proof Zero, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any of your End User Information, as appropriate for Proof Zero to provide and ensure proper operation of the Services and associated systems in accordance with these Terms. If you choose to use or access a Third Party Application with a Service, such Third Party Application may access your End User Information and, to the extent applicable, you grant Proof Zero permission to allow the Third Party Application and its provider to access and copy your End User Information. Subject to the limited licenses granted herein, Proof Zero acquires no right, title or interest from you to your End User Information.
License by you to Use Feedback.
You grant to Proof Zero and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of Proof Zero’s or its Affiliates’
Notwithstanding anything to the contrary in these Terms, during the Term Proof Zero shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation anonymized inputs, selections, actions, training and interactions in relation to the Service (the “Collected Data”); and anonymized data sets, machine learning models, learned elements, biases, attributes, attribute transformations or similar derived from the Customer Data or Collected Data (the “Learned Elements”). Proof Zero shall be the exclusive owner of all intellectual property rights in such Collected Data and Learned Elements and will be free to use Collected Data and Learned Elements to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Proof Zero offerings.
Definition of Confidential Information.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Proof Zero includes the Services, and the terms and conditions of these Terms and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Proof Zero services.
Protection of Confidential Information.
As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Proof Zero may disclose the terms of these Terms and any applicable Order Form to a subcontractor or Third Party Application Provider to the extent necessary to perform Proof Zero’s obligations under these Terms, under terms of confidentiality materially as protective as set forth
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Each party represents that it has validly entered into these Terms and has the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification by End User.
You will defend and hold harmless Proof Zero and its Affiliates against any claim, demand, suit or proceeding made or brought against Proof Zero alleging that any Subscriber’s use of your End User Information infringes or misappropriates such your personal information rights, (each a “Claim Against Proof Zero”), and will indemnify Proof Zero from any damages, attorney fees and costs arising as a result of, or for any amounts paid by Proof Zero, a Claim Against Proof Zero.
Limitation of Liability.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROOF ZERO TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED $10. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Exclusion of Consequential and Related Damages.
IN NO EVENT WILL PROOF ZERO OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY
Relationship of the Parties.
The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related
There are no third-party beneficiaries under these Terms.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that**** If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.
You may not assign your rights hereunder. Proof Zero may assign its rights at its discretion.
Governing Law, and Venue.
These Terms shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to these Terms. . The provincial and federal courts located in Toronto, Ontario, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms and each party hereby consents to the exclusive jurisdiction of such courts, provided that the foregoing shall not prevent either party from seeking interim injunctive relief before any court of competent jurisdiction. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Documentation” means the applicable Service’s documentation and its usage guides and policies, as updated from time to time, accessible via kubelt.com or login to the applicable Service.
“End User” means an individual who has created a personal account within the Service which may be used by Third Party Applications in accordance with the Documentation;
“End User Information” means information that an End User has made available through the Service;
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Services” means the products and services that we make available, as described in the Documentation.
“Subscriber” means a commercial subscriber to the Proof Zero services..“Third Party Application” means any Web 3.0, web-based, mobile, offline or other software application functionality or platform provided by Subscribers or any other third party.