End User Terms of Use

1. Introduction.

TrueContext Inc. (“TrueContext”, “we,” “our,” “us”) provides a hosted, on-demand offering (the “Service”) subscribed to by TrueContext customers (as applicable, “Customer(s)”) that have entered into agreements with TrueContext (as applicable, the “Customer Agreement”).

Customers may authorize individuals to access and use the Service (each a “User”) using web and mobile applications or provide individuals who the Customer invites to be a User with a link to a self-registration web site where such individuals can register as a User (subject in some cases to approval by the Customer) (collectively, “Apps”).

These End User Terms of Use (these “Terms”) are a binding legal contract between you and TrueContext and explain the rules governing your access to and use of the Service and the Apps.  By accessing or using the Service, you agree to be bound by these Terms and confirm you have read and understand our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not access or use the Service or the Apps.

We may revise these Terms from time to time by posting a modified version on the Apps.  If you do not agree to or cannot comply with the modified Terms, you must stop using the Service and the Apps.  Unless otherwise stated elsewhere in these Terms or in our notice, the updated Terms will take effect upon their posting and will apply on a going-forward basis.  Your continued use of the Service and the Apps after any update to these Terms constitutes your acceptance of such changes.

2. Application of Terms.

As a User, you gain access to the Service through a Customer.  The Customer Agreement governs our relationship and commitment to deliver the Service to that Customer, who may then invite Users to use and access the Service on their behalf.  When you submit data or information to the Service (“Customer Data”), you acknowledge and agree that, as between TrueContext and Customer, the Customer Data is controlled by Customer subject to the Customer Agreement. As between TrueContext and Customer, you acknowledge and agree that, subject to the Customer Agreement, it is solely Customer’s responsibility to (a) ensure that all Users comply with the Customer Agreement, including without limitation, any and all activity occurring under all User accounts; (b) manage and control access to the Service and the use and processing of Customer Data; (c) develop, implement and maintain technical and organizational measures and procedures to retrieve and archive Customer Data on a regular basis; (d) inform you of any relevant Customer policies, practices and settings that may impact the processing of Customer Data; (e) obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer Data and the operation of the Service; (f) ensure that the transfer and processing of Customer Data under the Customer Agreement is lawful; and (g) respond to and resolve any dispute with you relating to Customer Data, the Service or Customer’s failure to fulfill these obligations. In your capacity as a User, TrueContext makes no representations or warranties of any kind (whether express or implied) to you relating to the Service, which is provided to you on an “as is” and “as available” basis.

3. Account Registration and Use.

1. Account Registration. To access and use the Service and the Apps, you must have been authorized as a User by a Customer or have self-registered to be a User using the self-registration functionality of the Service which has been enabled and configured by the Customer. In each case, you will need to provide the required authentication credentials for an account to be created for you (an “Account”).  These credentials may include a username, password, or other authentication methods as provided by us. If you are using the self-registration web site to create an Account, (i) you agree to provide us with accurate, complete, and current registration information about yourself; (ii) you represent and warrant that you have been provided with a link to such site by the Customer identified on the site; (iii)  that you are duly authorized by such Customer to access and use the Service on behalf of such Customer; (iv) you acknowledge and agree that TrueContext may verify the forgoing with such Customer; and (v) your use of the Service may be subject to approval by the Customer. It is your responsibility to ensure that your authentication credentials remain confidential and secure, and you agree that you will not share or allow others to access or use the Service using your Account.  You also acknowledge that the Customer may revoke your ability to access and use the Service at any time without notice to you.
2. Use and Access. Subject to these Terms and the Customer Agreement, TrueContext grants you (a) a nonexclusive, royalty-free, nontransferable right (i) to access and use the Service and Apps solely for your own internal use (or the internal uses authorized by Customer); and (ii) to use the TrueContext Materials solely in conjunction with your authorized use of the Service.
3. Unauthorized Account Use; Suspension; Termination.  You are responsible for notifying us immediately at [email protected]  if you become aware of any unauthorized use of or access to your Account.  You understand and agree that we may require you or the Customer to provide information that may be used to confirm your identity and help ensure the security of your Account.  TrueContext will not be liable for any loss, damages, liability, expenses or legal fees that you may incur as a result of someone else using your authentication credentials or your Account, either with or without your knowledge and/or authorization, and regardless of whether you have advised us of such unauthorized use.  You will be liable for losses, damages, liability, expenses and legal fees incurred by TrueContext or a third party due to someone else using your Account. 
   

4. Acceptable Use Policy; Suspension; Termination.

1. Acceptable Use Policy.  You acknowledge and agree to comply with these Terms, including the following rules regarding acceptable use of the Service and the Apps (the “Acceptable Use Policy”).  Subject to the Customer Agreement, you may not: (i) modify, copy, display, republish or create derivative works based on the Service or the underlying software; (ii) circumvent any User limits or other use restrictions that are built into the Service, the majority of which are available here: https://truecontext.com/pricing/#layer-features-table; (iii) modify, copy or create derivative works of any materials that TrueContext provides to Customer or to you as part of, in the course of providing the Service (“TrueContext Materials”); (iv) reverse engineer the Service or the underlying software; (v) access the Service in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Service; (vi) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in the Customer Agreement), distribute, time share or otherwise commercially exploit or make the Service available via a service bureau, software-as-a-service offering or otherwise, to any third party; (vii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or other intellectual property rights; (viii) store or process personal information characterized as “sensitive information” under applicable privacy laws, including any health information, social insurance, social security or credit card numbers; (ix) upload to the Service or use the Service to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (x) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (xi) attempt to gain unauthorized access to the Service or its related systems or networks; (xii) use or permit use of the Service in a manner contrary to applicable law; (xiii) use the Service in the operation of critical data systems, such as those used for the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, patient data systems, life support machines or other equipment in which the failure of the Service could lead to death, personal injury, or severe physical or environmental damage; (xiv) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on or affixed to the Service or any TrueContext Materials;  (xv) use the Service or underlying software in any manner or in any location in violation of the applicable international economic sanctions laws of Canada, the United States or any other country within whose jurisdiction Customer operates or does business; or (xiv) use the Service or the underlying software if you are no longer providing services to the Customer or are otherwise not authorized to use the Service by the Customer or TrueContext.
2. Revocation of Authorization; Suspension; Termination.  Subject to the Customer Agreement, without liability to TrueContext and in addition to any other remedies available to us, TrueContext reserves the right to suspend or terminate your access to and use of the Service and the Apps: (i) to address technical, security or other emergency issues; (ii) if we believe you have violated, or may in the near future violate, any provision of these Terms, including without limitation, the Acceptable Use Policy (in which case TrueContext reserves the right to notify the Customer thereof); (iii) if we are notified by Customer that you are no longer authorized to use the Service or if Customer suspends or removes your authorization to use the Service; or (iv) if, and for as long as, the Customer Agreement is suspended. Subject to earlier termination pursuant to these Terms, your access to and use of the Service and Apps will terminate upon the termination of the Customer Agreement.
   

5. Proprietary Rights.

1. Intellectual Property Rights; Use. Except for the limited rights expressly granted to Customer in the Customer Agreement, TrueContext reserves all right, title and interest in and to the Service and the Apps, the underlying software, the TrueContext Materials, and all related intellectual property rights inherent therein. No rights are granted to you other than as expressly set forth in the Customer Agreement. TrueContext alone shall own all right, title and interest, including all related intellectual property rights, in and to all of TrueContext’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) (“TrueContext Technology”) made available to you by TrueContext in providing the Service, the Apps and the TrueContext Technology. These Terms are not a sale and do not convey to you any rights of ownership in or related to the Service, the Apps, the TrueContext Technology or the intellectual property rights owned by TrueContext and its suppliers. The TrueContext name, the TrueContext logo, and the product names associated with the Service and the Apps are trademarks of TrueContext or its suppliers, and no right or license is granted to use them. You will not accrue any residual rights to the TrueContext Technology, the Service or the Apps, including any rights to the intellectual property rights in connection therewith. You may be asked to provide suggestions, ideas, recommendations, bug fixes, corrections, or other feedback (“Feedback”) regarding the Service or the Apps, though you are under no obligation to provide Feedback. You agree that if you provide Feedback, TrueContext is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of such Feedback without payment of compensation or any other obligation of any kind to Customer. You represent and warrant that you have all required rights to submit Feedback without violation or infringement of any third-party rights.
2. Aggregated Anonymous Data. TrueContext may collect, use and aggregate your metadata and usage data collected or otherwise made available through the Service so that the results are non-personally identifiable (“Aggregated Anonymous Data”). The Aggregated Anonymous Data will be deemed TrueContext Technology, and you acknowledge that TrueContext may use the Aggregated Anonymous Data, both during and after the term of the Customer Agreement, (i) for its own internal, statistical analysis, (ii) to develop and improve the Service, and (iii) to create and distribute reports and other materials regarding use of the Service, in accordance with the Agreement.
3. User Log Data. TrueContext may collect and use the usage data collected or otherwise made available through your use of the Service (“User Log Data”). You acknowledge that TrueContext may use the User Log Data in anonymized form, both during and after the term of the Customer Agreement, (i) for its own internal, statistical analysis, and (ii) to develop and improve the Service.
   

6. Indemnity.

You agree to indemnify us and our affiliates, and our and their officers, directors, employees and agents from and against any and all claims, demands, liabilities, costs, or expenses whatsoever, including without limitation reasonable legal fees and disbursements, resulting directly or indirectly from: (a) your access to or use of the Service or Apps in violation of these Terms; or (b) your violation of any law or regulation.

7. General Terms.

1. Governing Law. These Terms are governed by the laws in force in the Province of Ontario, Canada without regard to the conflict of laws provisions therein. You irrevocably submit to the non-exclusive jurisdiction of the courts located in the Province of Ontario. You agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, if the laws of your jurisdiction require those laws govern these Terms, those laws will govern these Terms.
2. Entire Agreement; Waiver; Severability.  These Terms constitute the entire agreement between you and TrueContext, and supersede any prior agreements between you and TrueContext, on the subject matter hereof.  To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Policy).  The applicable Customer will be responsible for notifying you of those conflicts or inconsistencies and, until such time, these Terms will be binding. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, it shall be severed, and the remaining provisions shall remain in full force without being invalidated in any way. The failure of TrueContext to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.
3. Miscellaneous.  These Terms may not be assigned or delegated by you.  These Terms may be assigned or delegated by TrueContext without restriction.  These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.  No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms.  You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.  The section titles in these Terms are for convenience only and have no legal or contractual effect.  Any provision of these Terms that by its nature is reasonably intended to survive beyond their termination or expiration shall survive. You agree that these Terms and all communications with you in connection with these Terms and your use of the Service and the Apps will be in English.
4. Notices.  We may deliver notice to you by email, posting a notice on the Service and/or the App, through the Customer or any other method we choose, and such notice will be effective on dispatch. You may contact us at:
   
   • By mail:    250-2500 Solandt Road, Ottawa, Ontario, Canada, K2K 3G5
   • By phone: +1.888.282.4184