Last Updated: October 26, 2021
AgileForm Inc. (“Provider”) provides a suite of software products (the “Products”) which, among other things, integrate with third party software to enhance a user’s workflow within such third-party software. This document sets forth the terms and conditions that apply to the use of the Products by a person or organization to whom they are licensed (the “Client User”) and those of its staff to whom a Client User provides access (a “Tenant User”). By using or accessing any of the Products, whether manually or by automated means, you agree to be bound by these terms of service (the “Terms”).
License to Use
Subject to the payment of the Fees (as defined below) and any commercial terms communicated to a Client User by the Provider directly or through the Products or the website or websites through which the Products are made available (the “Commercial Terms”), the Provider hereby grants the Client User a limited, non-exclusive license to use the Products (the “Product License”). In the event of any conflict between these Terms and the Commercial Terms, the Commercial Terms shall prevail. The Products are for internal use only and may not at any time without the written consent of the Provider be shared, sold, or otherwise disseminated to any other person or entity except as between a Client User and its Tenant Users. A Client User may only sublicense the Product License to Client Users who are its current employees or those who provide services to or on behalf of the Client User under contract and only during the duration of their engagement with the Client User, all in accordance with the Commercial Terms.
Term and Termination
Unless otherwise set forth in the Commercial Terms, the Product License shall be for one (1) month (the “Initial Term”) and will continue for successive periods of one (1) month (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless (i) the Client User provides written notice at least five (5) days prior to the expiration of the Term that it does not wish the Term to renew; or (ii) is earlier terminated in accordance with the provisions of this Agreement. In the event of a breach of these Terms or any other agreement between you and the Provider, the Provider may terminate or suspend the Product License immediately upon written notice to you.
In consideration of the Product License, the Client User agree to pay the Provider the fees set forth in the Commercial Terms (the “Fees”). The Fees may be amended from time to time by the Provider and such amended Fees shall apply to the next Term. In the event that the Fees are not amended by the Provider with respect to a Renewal Term, the Fees for the preceding Term shall prevail. Unless specifically set forth herein, (i) all Fees are non-refundable; and (ii) notwithstanding any termination of the Product License during the Term, the Client User shall remain obligated to pay all Fees on account of the Term of such Product License.
We may revise these Terms from time to time in our sole discretion and the most current version will always be available at https://agileform.ca/legal/terms-of-use. If a revision is, in our sole discretion, material, we will notify you at the e-mail address you have most recently provided to us. By continuing to access or use the Products, you agree to be bound by the revised Terms. We may modify the Products from time to time in our sole discretion which modifications may include, but not be limited to, the removal, addition, or modification of features within the Products, graphic and stylistic modifications, and integration with third party products or services.
You are solely responsible for your interactions with other users of the Products. You are responsible for obtaining and maintaining all computer hardware, internet connection, licenses for Third-Party Software (as hereinafter defined) and other equipment, software, or services needed for access to and use of the Products and all charges related thereto. Provider will not be liable for any damages to your equipment or for any data or other charges from third parties resulting from your use of the Products.
The Products may integrate with certain third-party software, including, but not limited to, Autodesk Revit (collectively, the “Third-Party Software”). Provider is not responsible for the operation of the Third-Party Software, nor does it have control over the functionality of the same. As such, the Provider is not responsible for the operation of the Third-Party Software, nor for any malfunction of the Products due to malfunctions with the Third-Party Software.
Your use of third-party services and products in connection with the Products, including, but not limited to (i) Third-Party Software; or (ii) payment service providers are governed by such third-party service provider’s then applicable terms and conditions and, to the extent that you make use of a third-party provider in connection with the Products, you hereby agree to abide by such terms. Any fees charged by a third-party service provider in connection with your use thereof shall be your sole responsibility.
Accurate Information; Registration and Passwords; URLs
In consideration of your use of the Products, you agree to: (a) provide accurate information as prompted through the Products; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Provider has reasonable grounds to suspect that such information is inaccurate, Provider may suspend or terminate your use of the Products and/or decline to permit your continued use of the Products and future access to the Products.
You are responsible for maintaining the confidentiality of your credentials and are solely responsible for all activities (whether by you or by others) that occur under your credentials. You must notify Provider immediately of any unauthorized use of your password or account or any other breach of security. Provider assumes no liability for any loss or damage arising from any unauthorized use of your credentials by a third party. Provider may require that you change your password prior to accessing the Products at any time if it deems that your existing password has been or might reasonably be compromised or as part of its regular security measures.
If you are a business, government, or non-profit entity, the person whose e-mail address is associated with the account at the time of registration must have the authority to bind you to this Agreement.
As a condition of using the Products, you agree that you will not use the Products for any purposes that are unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by the Provider. By way of example, and not as limitation, you agree not to use the Products:
- in any way that is false, inaccurate, or misleading;
- in any way that is disruptive or otherwise makes you unreasonably difficult to work with;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- to disseminate any of the Provider’s Confidential Information (as hereinafter defined) or the Provider IP (as hereinafter defined);
- to sell, transfer, license or assign your user account, username, or any other rights granted to you hereunder;
- in any way that is fraudulent or otherwise involves the sale of illegal or stolen goods;
- to collect and use service or product listings, descriptions, or images;
- to abuse, harass, threaten, impersonate, or intimidate any person;
- to post or transmit, or cause to be posted or transmitted, any content on the Products that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person;
- for any purpose (including posting or viewing content) or in any fashion that is not permitted under the laws of the jurisdiction in which you use the Products;
- to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Products;
- to reverse engineer, decompile or disassemble the Products, or to convert into human readable form any of the contents of the Products not intended to be so read, including but not limited to using or directly viewing the underlying code for the Products except as interpreted and displayed in a web browser;
- to create or transmit unwanted ‘spam’ to any person or any URL;
- to violate or attempt to violate the security of the Products;
- with the exception of accessing RSS feeds, you will not use any robot, spider, scraper, or other automated means to access the Products for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or might impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Products or any activities conducted within the Products; or (iii) bypass any measures Provider may use to prevent or restrict access to the Products;
- to advertise or perform any commercial, religious, political, or non-commercial solicitation, including, but not limited to, the solicitation of users of the Products to become users of other on- or offline services directly or indirectly competitive or potentially competitive with the Provider;
- to interfere with or attempt to interfere with the proper working of the Provider; or
- in any other way that violates these Terms.
Provider shall have the right, but no obligation, to monitor the content and your activities on the Products to determine compliance with these Terms and any other operating rules we establish. The Provider reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation, or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that are in Provider’s sole discretion is inappropriate, objectionable or in violation of these Terms.
Except as specifically set forth herein, the Provider neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement in the Products, whether it is provided by the Provider, our employees, or a third party. Under no circumstances will the Provider be liable for any loss or damage of any kind caused by reliance on information obtained through the Products. Neither Provider nor any third-party content provider shall assume or have any liability for any action or inaction by Provider or any third-party content provider with respect to any conduct, communication, or posting on the Products.
The Provider reserves the right at all times to remove any content from the Products in its sole discretion, including content posted or submitted by you.
Confidential information (the “Confidential Information“) means (i) with respect to the Provider, any proprietary information contained in or made available through the Products that is not generally known to the public or otherwise explicitly marked as being confidential (or any variation of such term) or being subject to the copyright of such party, marked in red text, or otherwise classified by the Provider as confidential; (ii) information communicated directly in confidence; or (iii) information that would otherwise, by its nature, reasonably be expected to be viewed as proprietary or confidential by the party disclosing it, whether in tangible or intangible form, in whatever medium provided or accessed, whether unmodified or modified by the you, whenever and however disclosed. For greater certainty, (i) all credentials you use to access the Products; and (ii) all of the Provider IP which is not made public by the Provider is considered to be Confidential Information hereunder.
Ownership of Intellectual Property
Except for the right of access to the Products under the Product License or as otherwise specifically set forth herein, you do not gain any ownership of or any rights in or to any of the Intellectual Property of the Provider (the “Provider IP”) by virtue of these Terms. When used herein, the term “Intellectual Property” means all intellectual property rights comprising or relating to: (a) patents; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not registerable, including copyrights and copyrightable works, audio, video, documents, spreadsheets, sales funnel designs, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.
Release and Indemnity
You will indemnify, defend, and hold harmless Provider, its agents, shareholders, officers, directors, and affiliated entities (the “Provider Releasees”) against any actual or threatened third party actions, suits, proceedings, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages, grievances, executions, judgments and demands of any kind whatever (“Claims”) arising out of or based upon any breach of these Terms or from any representation or warranty contained herein and made by the you which was or is at any time false, and indemnify the Provider Releasees from all damages, costs, and lawyers’ fees finally awarded in any such Claim.
You hereby expressly and irrevocably release and forever discharge Provider, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Products.
Notwithstanding the foregoing, in no event shall Provider be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Products (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or (ii) to provide substitute goods or services (however arising).
Disclaimer of Warranties
EXCEPT AS SET FORTH IN THE COMMERCIAL TERMS, THE PRODUCTS AND ANY ASSOCIATED SERVICES ARE PROVIDED BY PROVIDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PRODUCTS, TO THE INFORMATION, CONTENT, MATERIALS, OR TO THE FUNCTIONALITY OF ANY PRODUCTS OR PRODUCTS ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PROVIDER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PRODUCTS AND/OR THEIR CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. PROVIDER IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS IN THE PRODUCTS. BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOUR USE OF THE PRODUCTS AND SERVICES ASSOCIATED THEREWITH, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE PRODUCTS IS SOLELY AT YOUR OWN RISK. PROVIDER DOES NOT WARRANT OR GUARANTEE THAT THE PRODUCTS OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF PROVIDER ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, PROVIDER DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF THE PRODUCTS, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND PROVIDER, OR BETWEEN YOU AND ANY OTHER USER OF THE PRODUCTS, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.
Use of Feedback
Notwithstanding anything contained herein to the contrary, if you send or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, (i) endorsing the Products; (ii) providing information on the performance of the Products or your business in relation to the use of the Products; or (iii) any other feedback regarding the Products (“Feedback“), Provider is free to use such Feedback irrespective of any obligation or limitation contained herein. In furtherance of the foregoing, you hereby license to Provider on your behalf, and on behalf of your employees, contractors and/or agents, the right to use the Feedback for promotional purposes and agrees that the Provider may publish the Feedback in any media anywhere throughout the world.
The Products may provide links to other websites or resources. Because Provider has no control over such sites and resources, you acknowledge and agree that Provider is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Provider shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or goods or services available on or through any such site or resource.
Provider maintains reasonable safeguards and personnel policies that are designed to guard the Products, the Provider’s systems and the Provider’s users’, business partners’ and others’ information. For example, for the security of your use of the Products, Provider may make use of firewall barriers, encryption techniques and/or authentication procedures. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while Provider strives to protect your information, it cannot ensure or warrant the security of any content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, Provider will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you most recently provided to us.
When you use the Products or send emails to Provider, you are communicating with us electronically and you consent to receive non-marketing communications from Provider electronically. Provider may communicate with you by email or by posting notices on the Products. You agree that all agreements, notices, disclosures, and other communications that Provider provides to you electronically satisfy any legal requirement that such communications be in writing.
Resolution of Disputes
If a dispute arises out of, or in connection with this Agreement, the parties agree to first meet to pursue resolution through negotiation in good faith. In the event that any such dispute cannot be resolved through good faith negotiation within a period of sixty (60) days, then either party may submit the dispute to binding arbitration, with such arbitration to be held in the City of Toronto, Ontario in accordance with the provisions of the Arbitration Act 1991 (Ontario).
Age of Use
No agency, partnership, joint venture, or employment is created as a result of the Terms, and you have no authority of any kind to bind Provider in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Provider shall not be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond Provider’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). Provider may transfer, assign, or delegate the Terms and its rights and obligations without consent.
Any of these Terms which by its nature should survive termination, including those with respect to Fees, Ownership of Intellectual Property, Release and Indemnity, Disclaimer of Warranties, Confidentiality, and Use of Feedback, shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms and any such invalid or unenforceable term shall be deemed to be severable.
Governing Law and Language
These Terms are made under and governed by and are to be construed in accordance with the laws of Province of Ontario and the federal laws applicable therein. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that you may now or hereafter have to the venue of any such proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
All notices or other correspondence to Provider under these Terms must be sent to the following electronic mail address for such purpose: firstname.lastname@example.org.