Last revised and made effective on April 20, 2017.
1.0 Account Responsibility
1.1. User Accounts
ParetoLogic is providing you with Services through the Site provided that you are of legal age to form a binding contract in your applicable jurisdiction. In order to receive or access certain Services available through the Site, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or your continued use of the Services. When creating an account to access the Services, you agree to provide complete, true, current, and accurate information and you agree to maintain and update your information as needed to keep it in this state. You are solely responsible for the confidentiality of your account and password and for restricting access to your computer. You accept responsibility for all action that is undertaken by your account. You may be liable for losses incurred by ParetoLogic or others due to unauthorized use of your account. You agree to immediately notify ParetoLogic of any unauthorized use of your password or account or any other breach of security. When using the Services available through the Site, you agree to comply with your own local laws and regulations. Without written consent of ParetoLogic, you cannot establish more than one account for the same entity to access and use the Services.
1.2. Account Information
You agree that ParetoLogic can access, disclose or preserve your account information if required to do so and if required by law or in a good faith that such access, preservation, or disclosure is needed to comply with any legal process, to enforce the TOU, to respond to claims that the rights of third parties have been violated, to respond to your requests for service, or to protect the rights, personal safety, or property of ParetoLogic, its users, or the public.
You agree that you are responsible for your own conduct when using any of the Services available through the Site, and for any consequences thereof. ParetoLogic reserves the right, but shall not be obligated, to pre-screen, refuse, or remove any content that is stored in your account. You agree that visiting the Site and your use of any of the Services is at your own risk. You agree NOT to use the Site and Services: (a) for any unlawful purposes or the promotion of any illegal activities, including without limitation, that may be threatening, obscene, libelous or defamatory, harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (b) to upload, post, or otherwise transmit or communicate any files or content that you do not have the right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trade mark, patent or other intellectual property right; (c) to upload, post, or otherwise transmit any files or content which is likely to cause harm to ParetoLogic or anyone else’s computer systems, including without limitation any virus, code, worm, Trojans, data or other files or programs designed to damage or allow unauthorized access to the Services which may cause any defect, error, malfunction or corruption to the Services, or any network(s) connected to the Services, provided through the Site; (d) to impersonate any person or entity, or otherwise to misrepresent your affiliation with a person or entity while using the Services; (e) to collect, intercept or harvest user names, to collect, intercept or store personal data about other visitors of the Site or users of the Services, or to solicit or attempt to discover a user’s password, user name or other registration information without the user’s express knowledge and consent; and (f) to reproduce, duplicate, copy, or resell the Services available through the Site or any portion of thereof. ParetoLogic reserves the right to suspend and or terminate your account, without prior notice to you, if the Services are not being used as intended, is being abused or used in a way beyond what ParetoLogic deems to be ‘normal usage’, or if any act or omission by you is likely to negatively affect our systems or the Services.
2.0 Subscription for Services
2.1 If applicable, your use of the Services may require you to register for a Service subscription. By obtaining a Service subscription, you acknowledge that you are subscribing to our Services and agree to be charged the applicable charges. Your Service subscription will be regulated by the terms of the subscription you choose. ParetoLogic reserves the right to modify, terminate or otherwise amend the pricing that may be offered for use of the Service. Under no circumstances shall ParetoLogic be liable to you or to any third party for any modification to the pricing tiers or monthly/annual charges, nor will ParetoLogic be liable for any suspension or cancellation of the Services.
3.0 Service Subscription Billing, Payment, and Termination
3.1 The following terms will be used in this Section 3:
“Effective Date” – Shall mean the date that you register for access to use the Services or the date that you purchase a subscription to use the Services.
“Payment Period” – A Payment Period is either a one (1) month period or a one (1) year period. Your first Payment Period commences on the Effective Date, and shall continue for successive Payment Periods until the end of the Payment Period in which you cancel your access to, and use, the Services.
“Pricing Tiers” – The term Pricing Tiers refers to the various levels of the Monthly and Annual Charges for the Service available at: Pricing.
“Monthly Charges” – The term Monthly Charges refers to the charges for the Service for each applicable Payment Period during the term of your access and use of the Services. Monthly Charges for the Service depend on the selected Pricing Tier. Fees for the Monthly Charges are available at: Pricing.
“Annual Charges” – The term Annual Charges refers to the charges for the Service for each applicable Payment Period during the term of your access and use of the Services. Annual Charges for the Service depend on the selected Pricing Tier. Fees for the Annual Charges are available at: Pricing.
3.2 By purchasing a monthly or annual Service subscription, you agree that ParetoLogic may submit Monthly Charges or Annual Charges without further authorization from you until you provide prior notice that you wish to terminate your Services subscription, or you wish to change your payment method. Services subscriptions can be cancelled at any time. As used in this TOU, “billed” or “billing” shall indicate either a charge or debit, as applicable, against your payment method that we have on file. The Monthly Charges or Annual Charges will be billed at the start of each payment period until you cancel your Service subscription and will be automatically re-billed on each anniversary date corresponding to the Effective Date of your Service subscription, or within 2-3 business days of such date. You acknowledge that the amount billed for the Services may vary from month to month (or year to year for annual subscriptions) for reasons that may include without limitation differing amounts due to promotional offers or upgrades/downgrades to different Pricing Tiers offered by ParetoLogic, and you authorize us to charge your payment method for such varying amounts. We may change the Monthly Charges or Annual Charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email or via notification through your Services account. If your payment information is invalid (incorrect or out-dated), or you do not renew your Services subscription, we reserve the right to terminate or limit your access to the Services.
3.3 Your Services subscription will automatically extend for successive Payment Periods unless you cancel your Services subscription. You may cancel your Service subscription at any time. If you decide to cancel your Services subscription, your Services subscription will not be renewed after your then-current Payment Period expires. Your continued use of the Services subscription reaffirms that ParetoLogic is authorized to bill you for the applicable Monthly Charges or Annual Charges without your prior approval or consent.
3.4 All Monthly Charges and Annual Charges are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
3.5 You are entitled to cancel your Services subscription at any time. You are solely responsible for properly canceling your account. An email or phone request to cancel your Service account or any Service subscription is not a valid method of cancellation. To cancel your Services account or any Services subscription, you must request the cancellation by clicking on the “Account” tab in the settings panel of your Service account.
3.6 All of your data will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your Services account is cancelled.
3.7 If you cancel the Service before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be billed again for any Monthly Charges or Annual Charges following the expiration of the then-current payment period, nor will you receive any refund as a result of your cancellation of the Service subscription.
3.8 ParetoLogic, in its sole discretion, has the right to suspend or terminate your Service account and refuse any and all current or future access and use of the Service, or any other ParetoLogic service, for any reason at any time. Any termination of the Service will result in the deactivation or deletion of your Service account and any access to your Service account.
5.0 Security and Privacy Settings
5.1 ParetoLogic is committed to protecting the security of any data or personal information that is collected by ParetoLogic. We use a variety of industry-standard security technologies and procedures to help protect any data or personal information from unauthorized access, use, or disclosure. Despite these measures, no method of transmission over the Internet, or method of electronic storage is 100% secure. ParetoLogic cannot fully eliminate security risks associated with the collection and storage of any data and personal information, including without limitation, any mistakes and security breaches that may happen. While we strive to use commercially acceptable means to protect the data and personal information, we cannot guarantee its absolute security.
6.0 Limitation of Liability
6.1 IN NO EVENT WILL PARETOLOGIC, ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AUTHORIZED AGENTS, SUPPLIERS OR LICENSORS, BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, EXEMPLARY, SPECIAL, PUNATIVE, OR INCIDENTAL DAMAGES, (INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOST SAVINGS, OR LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS) IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS TOU, THE SITE, THE SOFTWARE, THE SERVICE, OR THE USE OR INABILITY TO USE THE SITE, THE SOFTWARE, THE SERVICES, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY, INCLUDING NEGLIGENCE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. WITHOUT LIMITING ANY OF THE FOREGOING, PARETOLOGIC’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS TOU, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE.
7.1 THE SITE, THE SOFTWARE, AND THE SERVICE ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES EXCEPT AS OTHERWISE SPECIFIED HEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARETOLOGIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PARETOLOGIC DOES NOT WARRANT THAT (I) THE SITE, THE SOFTWARE, OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SITE, THE SOFTWARE, OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE SOFTWARE, OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER RELATED MATERIALS PROVIDED OR OFFERED THROUGH THE SITE, THE SOFTWARE, OR SERVICES WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SITE, THE SOFTWARE, OR THE SERVICES WILL BE CORRECTED. ANY DATA, FILES, AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE, THE SOFTWARE, AND THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF ANY SUCH DATA, FILES AND CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARETOLOGIC, THROUGH THE SITE, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOU.
8.1 You agree to indemnify, hold harmless, and defend ParetoLogic, its employees, directors, officers, and authorized agents, licensors and suppliers against any and all claims, proceedings, demand and costs (including litigation costs and attorneys’ fees) resulting from or in any way connected with (i) your use of the Site, the Software, or the Services; (ii) any data, files, and content that you upload to your account through the Services that breaches any third party intellectual property rights; or (iii) your breach of any of the terms and conditions of this TOU.
9.0 Intellectual Property Ownership and Copyright
9.1 The Service, and any software created by ParetoLogic (the “Software”) used in connection with the Services are provided by ParetoLogic and contains copyrighted material, trade secrets and other proprietary and confidential material that is protected by applicable intellectual property and other laws and treaties. Subject to the terms and conditions of this TOU, ParetoLogic grants to you a limited, non-transferable and non-exclusive right and license to use the Software and the Services made available to you through the Site. You shall not directly, and shall not attempt to allow or assist any third party to, modify, reverse engineer, disassemble or decompile the Service or the Software, nor shall you create any derivative works or other works that are based upon or derived from the Software or any of the Services in whole or in part. ParetoLogic retains sole and exclusive ownership of all right, title and interest in and to the Software and the Services provided through the Site and all intellectual property rights relating thereto including without limitation ParetoLogic’s name, any ParetoLogic logos and graphic files that represents the Software and/or the Services provided through the Site. You further agree not to remove, obscure, or alter any ParetoLogic or any third party copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software, the Services or the Site. You acknowledge and agree that third parties, including other users of the Service, may own right, title and interest in and to the files and any content hosted on the Site or otherwise presented to you through the Services available through the Site, and that the files and content may be protected by applicable intellectual property and other laws and treaties. Copyright law and international copyright treaty provisions protect all parts of the Software and the Services available through the Site. Ownership of the copyright on and all content within the Site is retained by ParetoLogic. The trademarks, service marks, and trade dress used and displayed on the Site are owned by ParetoLogic or the applicable intellectual property rights owner(s). Nothing herein will be interpreted as a license or granting of rights and approval to use, copy, or distribute any trademarks, Service marks, trade dress, or any copyrighted materials and content displayed or made available on the Site. Unless written authorization is provided by ParetoLogic, the use of any trademarks, service marks, trade dress, or copyrighted materials and content displayed or made available on the Site is strictly prohibited. No program, code, part, image, or text may be copied or used in any way by you except as intended within the bounds of this TOU. All rights not expressly granted hereunder are reserved for ParetoLogic.
10.0 Applicable Law
10.1 This TOU, and all claims related to it or the performance by both parties under it, shall be interpreted and governed exclusively by the laws of the Province of British Columbia, Canada without regard to the conflicts of laws principles thereof and the United Nations Convention on Contracts for the Sale of International Goods. You irrevocable attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia, and any competent Courts of Appeals therefrom, and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens.
11.0 Changes to the TOU
11.1 ParetoLogic reserves the right to update and change the TOU (including any Policies or amendments) from time to time without prior notice to you. If you have registered as a user to access the Services available through the Site, we shall notify you of any material changes to the TOU or any Policies by email sent to the address that you have provided during your account registration process. It is important for you to ensure that your contact information is updated on a regular basis. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the TOU and the applicable Policies. Continued use of the Site and/or Service after any such changes shall constitute your consent to such changes.
12.0 Waiver, Severed Provisions, and Entire Agreement
12.1 The failure of ParetoLogic to enforce at any time any of the provisions of this TOU, or the failure to require at any time performance you of any of the provisions of this TOU, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of ParetoLogic to enforce each and every such provision thereafter. If any provision of this TOU is unenforceable, that provision shall be deemed severed from this TOU and shall not affect the validity and enforceability of the remaining provisions.
12.2 This TOU (including any Policies or amendments that may be presented to you from time to time) constitutes the entire agreement between you and ParetoLogic and governs your use of the Site and the Services, superseding any prior agreements, oral or written, between you and ParetoLogic with respect to the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use any other current or future Services made available through the Site.