THIS AGREEMENT is between Allocadia Software Inc. of Suite 215 – 1080 Mainland Street, Vancouver, BC V6B 2T4 ("Allocadia") and Customer, as the user of the Services provided by Allocadia.
The terms of this agreement are set out below. Allocadia and Customer agree to all these terms.
BY CHECKING THE "AGREE" CHECKBOX YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT WHICH INCLUDES THE TERMS OF CUSTOMER’S USE OF THE SERVICES, LIMITED WARRANTY AND EXCLUSION OF LIABILITY.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "AGREE" CHECKBOX AND DO NOT USE THE ALLOCADIA SERVICES.
1.1 “Customer” means the person who contracts with Allocadia to obtain the Services.
1.2 “Services” means the services to be provided by Allocadia and includes general technical support (as described in section 3.2).
2. Use of Services
2.1 Allocadia will provide the Services to Customer. Under no circumstances can Customer allow other people to use the Services. Customer acknowledges that it is issued a unique User ID. Unless otherwise expressly permitted by Allocadia in writing, only one person may use a User ID. “Sharing” User ID’s is not permitted. Customer is prohibited from providing or repurposing the Services to other parties in any manner, including as a service bureau or application service provider.
2.2 Customer is provided with a user identification number (“User ID”) and a password. It is your obligation and your responsibility to safeguard the confidentiality and monitor any usage of the Service in association with your User ID. It is Your own responsibility to safeguard your User ID, password or follow any routine security safeguards.
2.3 Violation of any of the terms of this Agreement in any way entitles Allocadia to terminate this Agreement and Customer's access to the Services. Allocadia will give its Customers written notice of such breach. If such breach is not corrected in 30 days Allocadia may terminate this Agreement. PLEASE NOTE THAT ALLOCADIA STRICTLY ENFORCES THIS POLICY AND WILL PROSECUTE ANY VIOLATION OF THIS AGREEMENT TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
2.4 It is Customer's own responsibility to: provide for its own access to the Internet, arrange for secure Internet access therefor and pay any service fees associated with such access. All related expenses are Customer's responsibility.
2.5 Customer may not use Allocadia trademarks such as “Allocadia” without prior written permission of Allocadia.
3.1 Services - The payments applicable to the Services are set out in the Payments Terms section of this Agreement. Customer will pay all taxes and duties if applicable.
3.2 Support Services – Allocadia will answer Customer queries and resolve such queries in the following manner.
(a) Allocadia will provide general technical support to Customer. Allocadia's email address for Support is email@example.com. The phone number for Allocadia support is 1.866.684.0935.
4. WARRANTY AND LIMITATION OF LIABILITY
4.1 SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE SERVICES ARE PROVIDED "AS IS, WHERE IS." ALLOCADIA DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALLOCADIA IS NOT LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR LOSS OF PROFITS RESULTING FROM THE SERVICES (OR ANY THIRD PARTY GOODS OR SERVICES) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2 CUSTOMER AGREES THAT IT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF ANY INTERNET TRANSACTIONS OR COMMUNICATIONS INITIATED USING THE SERVICES. ALLOCADIA HAS EXPLICITLY INFORMED YOU THAT THE INTERNET IS NOT A SECURE MEDIUM AND MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION AND INADVERTENT OR DELIBERATE SECURITY BREACHES.
5. CONFIDENTIALITY AND USE LIMITATION
5.1 Confidentiality – Both parties shall not at any time whether before or after the termination of this Agreement disclose, furnish, or make accessible to anyone any business, marketing, technical, scientific or other information disclosed by either party which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential including, without limitation, any marketing or budgeting information inputted by Customer in the course of using the Allocadia Services, any pricing offered to Customer, or any information or statistics supplied to Customer by Allocadia in the course of providing the Services.
6.1 Term – This Agreement may be terminated by Allocadia on 30 days notice to Customer. The Customer can cancel their account at anytime, online via the application, and it will be terminated immediately.
6.2 Termination - This Agreement shall terminate in each of the following events:
6.3 Suspension of Obligations - If either party should default in the performance or observance of any of its obligations, then, in addition to all other rights and remedies available to the non-defaulting party, the non-defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied.
7.2 Allocadia may assign this Agreement in connection with a merger, amalgamation or corporate re-organization involving Allocadia, or in connection with the sale of all or substantially all the assets of Allocadia.
7.3 Upon 30 days notice to Customer, Allocadia reserves the right at all times to vary the conditions of this Agreement or change the operation of the Services.
7.4 Allocadia reserves the right to suspend the Services for repair, maintenance, and/or upgrade work. Unless we cannot do so for security or other reasons beyond our reasonable control, we will give Customer reasonable notice of such suspension.
7.5 This Agreement is governed by the laws of the Province of British Columbia, Canada. All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration or mediation under the rules of the British Columbia International Arbitration Centre. The place of arbitration of mediation shall be Vancouver, British Columbia, Canada.
7.6 The parties acknowledge that each is an independent contractor and nothing in this Agreement constitutes a joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other capacity.