Datrend Terms of Service

Last updated: (June 1, 2022)

Datrend Terms of Service

These Terms of Service describe Datrend’s relationship with you as you interact with our services.

SERVICE PROVIDER

Your use of Datrend products, software, services, and websites, referred to collectively as the “Services” in this document, whether personally or on behalf of an entity (“you”) and excluding any services provided to you by Datrend under a separate written agreement, is subject to the terms of a legal agreement between you and Datrend. “Datrend” means Datrend Systems Inc., whose principal place of business is at 130-4020 Viking Way, Richmond, BC, Canada, V6V 2L4. This document explains how the agreement is made up and sets out some of the terms of that agreement.

AGREEMENT TO TERMS

Your use of Datrend products, software, services, and websites, referred to collectively as the “Services” in this document, whether personally or on behalf of an entity (“you”) and excluding any services provided to you by Datrend under a separate written agreement, is subject to the terms of a legal agreement between you and Datrend.

Unless otherwise agreed in writing with Datrend, your agreement with Datrend will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Universal Terms from time to time. We will alert you about any changes by updating the “Last Updated” date of these Universal Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Universal Terms every time you use our Site so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised universal Terms by your continued use of the Site or software applications after the date such revised Universal Terms are posted.

The Universal Terms, together with any Additional Terms, form a legally binding agreement between you and Datrend in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only Except as expressly provided in these Terms of Use, no part of the site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity, and you agree to comply with these Terms. (2) you are not a minor in the jurisdiction in which you reside, (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise, (4) you will not use the Site for any illegal or unauthorized purpose, and (5) your use of the Site will not violate any applicable law or regulation.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforced limitations on the use of the Site and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• Use any information obtained from the Site in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Site.
• Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuously posting repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Interfere with, disrupt, or create an undue burden on the Site or the networks on services connected to the Site.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
• Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script of other software.
• Use a buying agent or purchasing agent to make purchases on the Site.
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Sell or otherwise transfer your profile.

MOBILE APPLICATION LICENSE

Use License

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area of the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

If you access the Site via a mobile application, then we grant to you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms.

You shall not:

• Except as permitted by applicable law, decompile, reverse engineer, disassemble the mobile application. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Datrend will always be accurate, correct, and up to date.

• You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from any relevant countries).
• You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Datrend, unless you have been specifically allowed to do so in a separate agreement with Datrend. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
• You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
• Unless you have been specifically permitted to do so in a separate agreement with Datrend, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
• You agree that you are solely responsible for (and that Datrend has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Datrend may suffer) of any such breach.

YOUR PASSWORDS AND ACCOUNT SECURITY

• You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
• Accordingly, you agree that you will be solely responsible to Datrend for all activities that occur under your account.
• If you become aware of any unauthorized use of your password or of your account, you agree to notify Datrend immediately.

PRIVACY AND YOUR PERSONAL INFORMATION

• For information about Datrend data protection practices, please read Datrend’s privacy policy at Website Privacy Policy | Datrend Systems Inc. This policy explains how Datrend treats your personal information and protects your privacy when you use the Services.
• You agree to the use of your data in accordance with Datrend’s privacy policies.

PROPRIETARY RIGHTS

• You acknowledge and agree that Datrend (or Datrend’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Datrend and that you shall not disclose such information without Datrend’s prior written consent.
• Unless you have agreed otherwise in writing with Datrend, nothing in the Terms gives you a right to use any of Datrend’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
• If you have been given an explicit right to use any of these brand features in a separate written agreement with Datrend, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Datrend ‘s brand feature use guidelines as updated from time to time.
• You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
• Unless you have been expressly authorized to do so in writing by Datrend, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

LICENSE FROM DATREND

• Datrend gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Datrend as part of the Services as provided to you by Datrend (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Datrend, in the manner permitted by the Terms.
• You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Datrend, in writing.
• Unless Datrend has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

SOFTWARE UPDATES

• The Software which you use may automatically download and install updates from time to time from Datrend. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Datrend to deliver these to you) as part of your use of the Services.

ENDING YOUR RELATIONSHIP WITH DATREND

• The Terms will continue to apply until terminated by either you or Datrend as set out below.
• If you want to terminate your legal agreement with Datrend, you may do so by (a) notifying Datrend at any time and (b) closing your accounts for all of the Services which you use, where Datrend has made this option available to you. Your notice should be sent, in writing, to Datrend’s address which is set out at the beginning of these Terms.
• Datrend may at any time, terminate its legal agreement with you if:
  • you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
  • Datrend is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
  • the partner with whom Datrend offered the Services to you has terminated its relationship with Datrend or ceased to offer the Services to you; or
  • Datrend is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
  • the provision of the Services to you by Datrend is, in Datrend’s opinion, no longer commercially viable.
• Nothing in this Section shall affect Datrend’s rights regarding provision of Services under the Terms.
• When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Datrend have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions thereof shall continue to apply to such rights, obligations and liabilities indefinitely.

EXCLUSION OF WARRANTIES

• NOTHING IN THESE TERMS, INCLUDING SECTIONS LIMITATION OF LIABILITY

AND COPYRIGHT AND TRADEMARK POLICIES, SHALL EXCLUDE OR LIMIT DATREND’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

• YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
• IN PARTICULAR, DATREND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
  • YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
  • YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  • ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
  • THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
• ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF 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 OF ANY SUCH MATERIAL.

• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DATREND OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

• DATREND FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

• SUBJECT TO OVERALL PROVISION IN PARAGRAPH ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT DATREND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
  • ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  • ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
    • ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
    • ANY CHANGES WHICH DATREND MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
    • THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
    • YOUR FAILURE TO PROVIDE DATREND WITH ACCURATE ACCOUNT INFORMATION;
    • YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

CHANGES TO THE TERMS

Datrend may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, We will alert you about any changes by updating the “Last Updated” date of these Universal Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Universal Terms every time you use our Site so that you understand which Terms apply.

You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Datrend will treat your use as acceptance of the updated Universal Terms or Additional Terms.

GENERAL LEGAL TERMS

• Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
• The Terms constitute the whole legal agreement between you and Datrend and govern your use of the Services (but excluding any services which Datrend may provide to you under a separate written agreement), and completely replace any prior agreements between you and Datrend in relation to the Services.
• You agree that Datrend may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
• You agree that if Datrend does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Datrend has the benefit of under any applicable law), this will not be taken to be a formal waiver of Datrend’s rights and that those rights or remedies will still be available to Datrend.
• If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
• The Terms, and your relationship with Datrend under the Terms, shall be governed by the laws of the Province of British Columbia without regard to its conflict of laws provisions. You and Datrend agree to submit to the exclusive jurisdiction of the courts located within the city of Richmond, British Columbia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Datrend shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.