Collabspace Terms of Service ("Terms")
PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR ACCESS TO AND USE OF COLLABSPACE (“COLLABSPACE” OR "SERVICE"). THESE TERMS EXEMPT COLLABWARE SYSTEMS INC. ("COLLABWARE") AND OTHER PERSONS FROM LIABILITY AND ALSO LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ.
BY ACCESSING AND USING COLLABSPACE, YOU ACKNOWLEDGE THAT THESE TERMS ARE AN AGREEMENT BETWEEN COLLABWARE AND YOU AND ALL PERSONS YOU REPRESENT OR ARE EMPLOYED BY OR UNDER CONTRACT TO (collectively “SUBSCRIBER” OR "YOU") REGARDING ACCESS TO AND THE USE OF COLLABSPACE. FOR PURPOSES OF THESE TERMS "PERSON" INCLUDES NATURAL PERSONS AND ANY TYPE OF INCORPORATED OR UNINCORPORATED ENTITY. EACH TIME YOU ACCESS AND USE COLLABSPACE YOU SIGNIFY YOUR ACCEPTANCE AND AGREEMENT ON BEHALF OF SUBSCRIBER TO THE CURRENT VERSION OF THESE TERMS. IF YOU DO NOT AGREE WITH EACH PROVISION OF THESE TERMS DO NOT ACCESS AND USE COLLABSPACE.
Collabware provides Collabspace to you upon the terms and conditions set out below. By using Collabspace, you agree to abide by these Terms.
1. Subscription Agreement
Subscriber acknowledges and agrees that Subscriber is also a party to, and subject to and bound by, a head agreement with Collabware (such as a Collabware Subscription Agreement or Enterprise Licence Agreement) regarding Subscriber’s Collabspace subscription (“Subscription Agreement”). Subscriber will comply with that Subscription Agreement. If there is a conflict between that Subscription Agreement and these Terms, that Subscription Agreement will prevail.
2. Modifications
Collabware may from time to time modify or enhance Collabspace. Collabware will endeavour to give Subscriber notice of this. Unless explicitly stated otherwise, any modifications or enhancements to Collabspace are subject to these Terms.
3. Account
In order to use Collabspace, Subscriber must create a Collabspace account by signing up online. Subscriber agrees not to use any false, inaccurate or misleading information when signing up for that account.
4. Licence
In order to use Collabspace Subscriber must create an account by signing up online. Subscriber agrees not to use any false, inaccurate or misleading information when signing up for your account. Collabware grants Subscriber a non-exclusive, non-transferable, limited licence to access and use Collabspace to the extent authorized when Subscriber purchased access to Collabspace.
5. Registered Users
Subscriber’s license to Collabspace entitles one or more users (“Users”) to access and use Collabspace. Subscriber may be the individual person who originally subscribed or an entity with multiple Users. All users of Collabspace are subject to these Terms. Subscriber and each User will: (i) keep all usernames and passwords, and Subscriber’s Collabspace account, secure and confidential; (ii) accept responsibility for all activities that occur under Subscriber’s account or password; and (iii) notify Collabware immediately of any unauthorized use of a username, password, and/or account. Any use of another person’s username and/or password is expressly prohibited. Subscriber is also responsible for all access to and use of Collabspace, whether or not Subscriber has knowledge of or authorizes such use by User. Subscriber is responsible for ensuring that all relevant contact information of Users (such as legal names, email addresses, telephone numbers, etc.) is correctly set-up in Collabspace or has been provided to Collabware. Collabware has the right at all times to monitor Users to ensure that the number and identity of Users is limited to those contracted for. By signing up, Subscriber represents that Subscriber has either reached the age of "majority" where Subscriber lives or Subscriber must have a parent or legal guardian consent to be bound by these Terms. If you do not know whether you have reached the age of majority where you live, or do not understand this section, please do not create an account before you have asked your parent or legal guardian for help. If you are the parent or legal guardian of a minor that creates an account, you accept these Terms on the minor’s behalf and are responsible for supervising your minor child in the use of the account and Service.
6. Subscriber’s Internal Policies
Collabware is not responsible for compliance with Subscriber’s internal policies ("Internal Policies"), regardless of whether Collabware has notice of them.
7. Collabspace Availability
Collabware strives to keep Collabspace up and running; however, all online Service suffer occasional disruptions and outages and Collabware reserves the right to interrupt access to Collabspace from time to time for regular maintenance. Collabware will endeavour to give Subscriber notice of scheduled maintenance or downtime. However, Subscriber acknowledges and agrees that there may be downtime during Subscriber’s business hours. Collabware will have no liability regarding any scheduled or unscheduled downtime of which Subscriber did not receive notice. In the event of an outage or disruption to Collabspace, Subscriber may not be able to retrieve its data. Collabware recommends that Subscriber regularly backup the data that Subscriber stores using Collabspace.
8. Code of Conduct
Subscriber agrees to use the Service in a courteous and co-operative manner, and so as to not abuse the Service or the custom and user-etiquette in place from time to time. Subscriber agrees that Subscriber will not use the Service so as to violate the law, to misuse the proprietary information or property of others, or to make publications which are threatening or defamatory or otherwise injurious to the safety, business or reputation of others. Without limiting the generality of the foregoing, Subscriber also agrees not to do any of the following with, through or in relation to Collabspace:
upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
misrepresent itself as any person or entity, including, but not limited to, a Collabware official, forum leader, guide or host, or falsely state or otherwise misrepresent its affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
upload, post, email, link to or otherwise transmit any content that Subscriber does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, link to or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
upload, post, email, link to or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post, email, link to or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
"stalk" or otherwise harass another;
engage in deceptive marketing or advertising practices;
collect or store personal data about other users; or
access the Service for the purpose of data mining or extracting content from the Service.
In addition, if Subscriber violates any of the obligations listed above or otherwise materially violate these Terms, Collabware may take action against Subscriber, including (without limitation) stopping providing access to Collabspace or closing your Collabspace account immediately. When investigating alleged violations of these Terms, Collabware reserves the right to review Subscriber Content (defined below) in order to resolve the issue.
9. Term
These Terms will remain in force for as long as Subscriber’s Collabspace subscription is in effect under Subscriber’s Subscription The following sections survive the termination of these Terms: 10 (Intellectual Property) , 12 (Subscriber Content) , 13 (Privacy Policy), 14 (Confidentiality), 17 (Disclosure of Subscriber Content), 18 (Responsibility/Indemnity), 20 (Disclaimer and Limitation of Liability) and 23 through 27.
10. Intellectual Property
The product name Collabspace and the Collabspace logo, and the Collabware name and brand, are trademarks of Collabware (the “Collabspace Marks”), whether or not registered. Subscriber may display or use the Collabspace Marks in conjunction with its use of the Service subject to any policy that Collabware may in the future create with respect to use of the Collabspace Marks. Subscriber acknowledges and agrees that Collabspace, the interface to it (including without limitation data entry screens and reports generated by Collabspace) and all software used in connection with Collabspace contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Subscriber agrees not to use such property, including without limitation trademarks, patents and other intellectual property of Collabware, except as expressly authorized by these Terms. Subscriber agrees that it will not modify, rent, lease, loan, sell, distribute or create derivative works or businesses based on Collabspace, in whole or in part. Subscriber further agrees that it will not reverse engineer, decompile or disassemble the applications constituting Collabspace.
11. Prohibited Uses
Subscriber agrees not to access Collabspace by any means other than through the interface that is provided by Collabware for use in accessing Collabspace. Subscriber agrees that any attempt to access or modify information that does not belong to Subscriber constitutes a breach of these Terms and may result in immediate suspension of access to Collabspace.
12. Subscriber Content
Collabware does not claim ownership of the information that Subscriber uploads, stores or shares through Collabspace ("Subscriber Content"). Subscriber is solely responsible for Subscriber Content. Except as set out in these Terms, Collabware does not monitor the Service or Subscriber Content and makes no attempt to do so.
When Subscriber shares Subscriber Content with other people, Subscriber expressly agrees that anyone Subscriber shares Subscriber Content with may, for free and worldwide, use, save, record, reproduce, transmit, display, communicate Subscriber Content subject to Subscriber’s Internal Policies. If Subscriber does not want others to have that ability, do not use the Service to share Subscriber Content. Subscriber represents and warrants that for the duration of these Terms you have (and will have) all the rights necessary for Subscriber Content that is uploaded, stored or shared on or through the Service and that the collection, use and retention of Subscriber Content through the Service will not violate any law or rights of others. You agree to make regular back-up copies of Subscriber Content. Collabware is not responsible for Subscriber Content or the material others upload, store or share with you using our Service. Collabware reserves the right to refuse Subscriber Content if it exceeds limits on storage or file size allowed by the Service.
To the extent necessary to provide the Service to you and others (which may include changing the size, shape or format of Subscriber Content to better store or display it to you), to protect you and the Service and to improve Collabware products and Service, you grant Collabware a worldwide and royalty free licence to use Subscriber Content, for example, to make copies of, retain, transmit, reformat, distribute via communication tools and display Subscriber Content on the Service. The Customer represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Subscriber Data as may be necessary to permit the uses contemplated under this agreement. Subscriber bears all responsibility and liability for the accuracy and completeness of the Subscriber Data and Collabware’s access, possession and use of Subscriber Data as permitted in this agreement.
13. Privacy Policy
With respect to personally identifiable information collected as part of the registration process for Collabspace, Collabware will at all times comply with the Privacy Policy as posted on its website at www.collabware.com/collabspace/privacy. If Subscriber or any User authorized by Subscriber accesses, receives or otherwise obtains any such information belonging to third parties, then Subscriber agrees to treat such information as private and strictly confidential and to promptly notify Collabware, and to not download, copy, transmit or otherwise use any of such third party information, except as may be expressly directed by Collabware.
14. Confidentiality
With respect to Subscriber Content, the parties acknowledge and agree that Collabware is not responsible for Subscriber's compliance with laws governing privacy because Collabware does not collect Subscriber Content or have control over Subscriber Content. Collabware will maintain Subscriber Content in a secure and encrypted data store. Collabware will use reasonable efforts to safeguard the confidentiality and security of Subscriber Content (see also section 16 below).
15. Accuracy
Subscriber is solely responsible for the accuracy of Subscriber Content. Subscriber acknowledges and agrees that Subscriber will regularly check the integrity of Subscriber Content by verifying the internal operation of Collabspace.
16. Security
Collabware will maintain Collabspace at a reputable third party Internet service provider and hosting facility, where commercially reasonable security precautions are taken to prevent unauthorized access to Collabspace and Subscriber Content. Subscriber acknowledges that, notwithstanding such security precautions, use of, or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to Collabspace and Subscriber Content.
ACCORDINGLY, COLLABWARE CANNOT AND DOES NOT GUARANTEE THE SECURITY, PRIVACY, AUTHENTICITY OR INTEGRITY OF ANY INFORMATION SO TRANSMITTED OR STORED IN COLLABSPACE.
17. Disclosure and Retention of Subscriber Content
Subscriber Content is encrypted, and Collabware does not have the ability to access or view Subscriber Content without Subscriber’s consent. Subscriber acknowledges and agrees that Collabware will disclose Subscriber Content only if required to do so by law or with prior written consent of the Subscriber. Collabware may provide statistical information, using Subscriber Content, to third parties, but such information will not include personally identifying information. Collabware may with Subscriber’s consent access Subscriber Content to respond to service or technical problems with Collabspace.
Collabware shall retain Subscriber Content for a period of thirty (30) days after expiration of Subscriber’s right to use the Service. After thirty (30) days, Collabware may delete and destroy all Subscriber Content without notice or further liability to the Subscriber. Collabware will also, at any time upon Subscriber’s written and verified request, delete and destroy the Subscriber Content. Collabware reserves the right to establish (and notify the Subscriber of) a maximum amount of computer storage space and the maximum amount of Subscriber Content that Subscriber may post, store, or transmit on or through Collabspace.
18. Responsibility/Indemnity
Subscriber is solely responsible for all access to Collabspace and use of Subscriber Content, whether or not Subscriber has knowledge of or authorizes such use. Subscriber and Users shall maintain the confidentiality of password and account log-in identification. Subscriber agrees to indemnify and hold harmless Collabware against any liability or claim of any person that relates to the use of Collabspace caused by Subscriber breaching the rights or third parties by copying Subscriber Content to Collabspace or if Subscriber breaches any provision of these Terms. Subscriber acknowledges that Collabware has no control over the source, quality, format, nature, ownership or legality of information submitted to Collabspace by the Subscriber and that the Subscriber is responsible for any claims or liabilities that may arise from the Subscriber’s actions in submitting information to Collabspace.
19. Warranty
Collabware warrants that: (a) it has the power, authority and capacity, and has received all necessary authorizations and approvals, to enter into these Terms, (b) it owns or has all rights in and to the intellectual property rights in Collabspace necessary to offer the Service, (c) Collabspace will substantially conform to the written description of functionality available at www.collabspace.com, (d) Collabware will take commercially reasonable steps to ensure Collabspace will be free of viruses, malicious codes and spy-ware throughout the term of these Terms, (e) Collabware will undertake commercially reasonable efforts to correct any material errors in Collabspace. Collabware disclaims all warranties, conditions, representations and warranties, however arising, whether express, implied, oral or written, as to Collabspace, including without limitation implied warranties of merchantability, fitness for a particular purpose and non-infringement, all to the maximum extent permitted by law.
20. Disclaimer and Limitation of Liability
EXCEPT AS PROVIDED IN THE WARRANTY ABOVE SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
SUBSCRIBER’S ACCESS TO AND USE OF COLLABSPACE IS AT SUBSCRIBER’S SOLE RISK. COLLABSPACE IS PROVIDED ON AN “AS IS”, WITH ALL FAULTS" AND “AS AVAILABLE” BASIS. COLLABWARE DOES NOT PROMISE TO SUPPORT COLLABSPACE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLLABWARE MAKES NO REPRESENTATION OR WARRANTY THAT COLLABSPACE OR SUPPORT (A) WILL MEET SUBSCRIBER’S REQUIREMENTS, (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) WILL PROVIDE ACCURATE OR RELIABLE RESULTS, OR FURTHER THAT THE PERFORMANCE OF THE INTERNET WILL BE UNINTERRUPTED OR PERFORM AT SPECIFIED RATES, OR THAT SUBSCRIBER’S INTERNET SERVICE PROVIDER WILL PROVIDE UNINTERRUPTED SERVICE OR PERFORM AT SPECIFIED RATES.
IN NO EVENT WILL COLLABWARE HAVE ANY LIABILITY TO SUBSCRIBER RESULTING FROM (I) THE USE OR THE INABILITY TO USE COLLABSPACE; (II) INVALID DESTINATIONS, TRANSMISSION ERRORS, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF SUBSCRIBER’S TRANSMISSIONS OR SUBSCRIBER CONTENT, FOR:
a. ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, ARISING FROM OR RELATED TO THESE TERMS OR COLLABSPACE, REGARDLESS OF WHETHER COLLABWARE HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR
b. INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, CUSTOMERS, PRODUCTION, REVENUES, PROFITS OR OPPORTUNITIES; USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; BUSINESS INTERRUPTIONS; COST OF REPLACEMENT PRODUCTS OR SERVICES; OR LOSS OF OR DAMAGE TO REPUTATION OR GOODWILL.
NO CLAIM, REGARDLESS OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM, MAY BE MADE OR ACTION BROUGHT BY SUBSCRIBER MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO SUBSCRIBER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLLABWARE’S LIABILITY TO SUBSCRIBER PURSUANT TO THESE TERMS OR RELATING TO OR ARISING FROM COLLABSPACE, INCLUDING LEGAL FEES AND AWARDABLE COSTS, SHALL NEVER EXCEED THE AMOUNT PAID BY SUBSCRIBER TO COLLABWARE FOR THE USE OF COLLABSPACE IN THE PREVIOUS YEAR PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
COLLABWARE IS NOT RESPONSIBLE OR LIABLE FOR ANY FAILURE TO PERFORM OR DELAY IN PERFORMING ITS OBLIGATIONS UNDER THESE TERMS TO THE EXTENT THAT THE FAILURE OR DELAY IS CAUSED BY CIRCUMSTANCES BEYOND COLLABWARE’S REASONABLE CONTROL (SUCH AS LABOUR DISPUTES, ACTS OF GOD, WAR OR TERRORIST ACTIVITY, MALICIOUS DAMAGE, ACCIDENTS OR COMPLIANCE WITH ANY APPLICABLE LAW OR GOVERNMENT ORDER). COLLABWARE WILL ENDEAVOUR TO MINIMISE THE EFFECTS OF ANY OF THESE EVENTS AND TO PERFORM THE OBLIGATIONS THAT AREN’T AFFECTED.
21. Effect of Termination
Provided that Subscriber is not in default of these Terms, the Subscription Agreement or any other agreement with Collabware, upon termination and for thirty (30) days after that, Collabware will provide reasonable assistance to Subscriber in the migration of Subscriber Content. Subscriber agrees to pay in advance for all such Service rendered. Subscriber shall pay Collabware all other accrued and unpaid fees concurrently with giving notice of termination. Collabware will otherwise delete Subscriber Content as set out in section 17 above.
22. Notices
All notices required to be given to Collabware shall be given to Collabware at its address or via e-mail (see https://www.collabware.com/contact-us). Any notice required to be given by Collabware may be given by e-mail to the address of Subscriber’s Technical and Administrative Contact which was provided at registration, subject to having been changed from time to time.
23. Sole Agreement
These Terms and any invoice issued by Collabware to Subscriber with respect to its use of Collabspace constitute the sole agreement between the parties.
24. Assignment
These Terms may not be assigned by Subscriber without Collabware’s consent.
25. Applicable Law
The laws of the province of British Columbia and Canada govern the interpretation of these Terms regardless of conflicting conflict of law principles.
26. General Provisions
No waiver of any of the provisions of these Terms shall be deemed to constitute a waiver of any other provision nor shall such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound. These Terms are binding upon the successors to and permitted assigns of the parties.
27. Modification of Terms
COLLABWARE MAY, IN ITS SOLE DISCRETION, CHANGE THESE TERMS FROM TIME TO TIME AS IT RELATES TO FUTURE USE OF COLLABSPACE. BY USING COLLABSPACE AFTER REVISED TERMS HAVE BEEN POSTED, YOU SIGNIFY YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THE REVISED TERMS. YOU MAY NOT CHANGE THESE TERMS IN ANY MANNER WITHOUT THE CONSENT IN WRITING OF COLLABWARE.