Collabspace Terms of Service ("Terms")
PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF COLLABSPACE ("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 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 (“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 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 USE COLLABSPACE.
Collabware provides Collabspace to you ("Subscriber") upon the terms and conditions set out below. By using Collabspace, Subscriber agrees to abide by these Terms.
1. Service and Payment
Collabware agrees to provide Collabspace and Subscriber agrees to pay the Subscription Fee (“Fee”) set by Collabware from time to time.
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 Collabspace are subject to these Terms. Collabware reserves the right to interrupt access to Collabspace from time to time for regular maintenance and will endeavour to give Subscriber notice of such scheduled maintenance.
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 license to access and use Collabspace to the extent authorized when Subscriber purchased access to Collabspace.
4. Registered Users
Subscriber’s license to Collabspace entitles Subscriber (“Users”) to access Collabspace. Subscriber may be the individual person who originally subscribed or an entity with multiple Users. Each User shall be assigned a login identification, which will include a username and password. All users of Collabspace are subject to these Terms. 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 live 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.
5. Subscriber’s Internal Policies
Collabware is not responsible for compliance with Subscriber’s internal policies ("Internal Policies"), regardless of whether it has notice of them.
6. Collabspace Availability
Collabware strives to keep Collabspace up and running; however, all online Service suffer occasional disruptions and outages. In the event of an outage or disruption to Collabspace, Subscriber may not be able to retrieve your data. We recommend that Subscriber regularly backup the data that Subscriber store using Collabspace.
7. 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:
- 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 yourself as any person or entity, including, but not limited to, a Collabware official, forum leader, guide or host, or falsely state or otherwise misrepresent your 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, except in those areas (such as shopping rooms) that are designated for such purpose;
- 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, we may take action against you including (without limitation) stopping providing Service or closing your Collabspace account immediately. When investigating alleged violations of these Terms, Collabware reserves the right to review Your Content in order to resolve the issue.
These Terms remain in force until terminated in accordance with these Terms. The following sections survive the termination of these Terms: 9, 11, 12, 13, 16, 17, 19 and 24.
9. Intellectual Property
The product name Collabspace and the Collabspace logo 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 trade-marks, 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.
10. 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 them constitutes a breach of these Terms and may result in immediate suspension of their access to Collabspace.
11. Your Content
We do not claim ownership of the information that Subscriber uploads, stores or shares through Collabspace ("Your Content"). You is solely responsible for Your Content. Collabware does not monitor the Service or Your Content and makes no attempt to do so
When you share Your Content with other people, you expressly agree that anyone you share Your Content with may, for free and worldwide, use, save, record, reproduce, transmit, display, communicate Your Content subject to your Internal Policies. If you do not want others to have that ability, do not use the Service to share Your Content. You represent and warrant that for the duration of these Terms you have (and will have) all the rights necessary for Your Content that is uploaded, stored or shared on or through the Service and that the collection, use and retention of Your Content through the Service will not violate any law or rights of others. You agree to make regular back-up copies of Your Content. Collabware is not responsible for Your Content or the material others upload, store or share with you using our Service. Collabware reserves the right to refuse Your 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 Your 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 Your Content, for example, to make copies of, retain, transmit, reformat, distribute via communication tools and display Your Content on the Service.
Notwithstanding any other wording to the contrary in these Terms, Collabware and its licensors and service providers may also use, copy and process Your Content to improve their products, systems, services and algorithms. Subscriber grants Collabware a limited, non-exclusive, worldwide, irrevocable and sub-licensable licence to collect, retain, disclose, use, copy, modify, process and create derivative works of Your Content solely for these purposes. Subscriber will obtain and maintain all rights necessary to grant this licence without violating third-party rights.
With respect to Your Content, the parties acknowledge and agree that Collabware is not responsible for Subscriber's compliance with laws governing privacy because Collabware does not collect Your Content or have control over Your Content. Collabware will maintain Your Content in a secure but unencrypted data store. Collabware will use reasonable efforts to safeguard the confidentiality and security of Your Content (see also section 14 below).
Subscriber is solely responsible for the accuracy of Your Content. Subscriber acknowledges and agrees that Subscriber will regularly check the integrity of Your Content by verifying the internal operation of Collabspace.
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 Your 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 Your Content. Subscriber acknowledges and agrees that it will back up Your Content daily and that Subscriber is solely responsible for the backing up and verification of Your Content.
ACCORDINGLY, COLLABWARE CANNOT AND DOES NOT GUARANTEE THE SECURITY, PRIVACY, AUTHENTICITY OR INTENGRITY OF ANY INFORMATION SO TRANSMITTED OR STORED IN COLLABSPACE.
16. Disclosure of Your Content
Subscriber acknowledges and agrees that Collabware will disclose Your Content only if required to do so by law or with prior written consent of the Subscriber. Collabware may provide statistical information, using Your Content, to third parties, but such information will not include personally identifying information. Collabware may access Your Content to respond to service or technical problems with Collabspace. Collabware shall retain Your Content for a period of thirty (30) days after expiration of your right to use the Service. After thirty (30 days), Collabware may delete and destroy all Your Content without notice or further liability to the Subscriber. Collabware reserves the right to establish (and notify the Subscriber of) a maximum amount of computer storage space and the maximum amount of Your Content that Subscriber may post, store, or transmit on or through Collabspace.
Subscriber is solely responsible for all access to Collabspace and use of Your 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 Your 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.
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 conform to the written description of functionality available at www.collabspace.com, (d) Collabware will take all 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 all reasonable efforts to correct any material errors in Collabspace. Collabware disclaims all implied warranties of merchantability, fitness for a particular purpose and non-infringement to the maximum extent permitted by law.
19. Disclaimer and Limitation of Liability
EXCEPT AS PROVIDED IN THE WARRANTY ABOVE SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
- SUBSCRIBER’S 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) COLLABSPACE 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.
- SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT COLLABWARE IS NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, YOUR CONTENT, BODILY INJURY OR PROPERTY DAMAGE, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES (EVEN IF COLLABWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), 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 YOUR CONTENT.
- NO CLAIM, REGARDLESS OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM, MAY BE MADE OR ACTION BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY ASSERTING IT.
- WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLLABWARE’S LIABILITY TO SUBSCRIBER PURSUANT TO THESE TERMS OF SERVICE, 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.
20. Termination for Breach
Upon the occurrence of any of the following events: (i) the other party materially breaches or defaults in any of the material terms or conditions of these Terms, a failure to pay being deemed to be a material breach, (ii) the other party makes any assignment for the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or (iii) any proceedings are instituted by or against the other party in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, then the non-defaulting party may give the other party written notice of such default and an opportunity to cure the default within thirty (30) days after receipt of such notice (five (5) days’ notice for non-payment), failing which the non-defaulting party may cancel these Terms without notice. Collabware, in its sole discretion, may suspend Subscriber’s access to Collabspace during the cure period for non-payment.
21. Effect of Termination
Notwithstanding the foregoing and provided that Subscriber is not in default of these Terms, upon termination and for thirty (30) days after that, Collabware shall provide reasonable assistance to Subscriber in the migration of Your 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.
All notices required to be given to Collabware shall be given to Collabware at its address or via e-mail (see www.collabware.com/contact). 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. Dispute Resolution
The parties agree that, both during and after the performance of their responsibilities under the Terms, each of them shall (i) make bona fide efforts to resolve any disputes arising between them by amicable negotiations, and (ii) provide frank, candid, and timely disclosure of all relevant facts, information and documents to facilitate those negotiations.
Should any dispute arise between the parties that cannot be resolved by negotiation, whether during or after the term of the Terms, concerning these Terms or its interpretation or the respective rights, duties or liabilities of the parties, either party shall immediately give notice to the other party of such dispute. The other party shall reply to such notice no later than fourteen (14) days after receipt of it. If the dispute is not resolved within thirty (30) days, settlement of the dispute shall be referred to arbitration.
The parties shall appoint a single arbitrator, to be agreed on by the parties, pursuant to the Commercial Arbitration Act of British Columbia, or any statutory modification or re-enactment thereof for the time being in force in the Province (the "Act"). If the parties fail to agree on a single arbitrator then the dispute will be referred to the British Columbia International Arbitration Centre, who will select an arbitrator, which selection will be binding upon all parties. The arbitrator so chosen will select the time and place of the hearing or hearings and will conduct the arbitration pursuant to the rules in the Act. The arbitrator must be knowledgeable in information technology industry practices and contracts and be admitted to practice law in at least one province of Canada. The arbitrator may not award any punitive, exemplary or other non-compensatory damages, or any penalties, or to award either party any of its costs or legal fees relating to the dispute. The arbitration will be conducted in English. The arbitrator will have full authority to rule on any question of law in the same manner as any Judge in any Court of the Province of British Columbia and the ruling of the arbitrator on any question of law will be final and binding upon the parties. The arbitration will be held in British Columbia.
The failure of any party to abide by the decision of the arbitrator will be considered an act of default under these Terms. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction in British Columbia or elsewhere.
These Terms may not be assigned by Subscriber without Collabware’s consent, such consent not to be unreasonably withheld.
26. 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.
27. 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.
28. 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 THIS REVISED AGREEMENT HAS BEEN POSTED, YOU SIGNIFY YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THE REVISED AGREEMENT. YOU MAY NOT CHANGE THESE TERMS IN ANY MANNER WITHOUT THE CONSENT IN WRITING OF COLLABWARE.