PLEASE READ THIS AUTHORIZED USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING THIS PLATFORM (DEFINED BELOW) AS IT CONTAINS IMPORTANT INFORMATION REGARDING LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. ACCESS AND USE OF THE PLATFORM IS PROVIDED TO YOU BY VIZZN INC. ON THE CONDITION THAT YOU ACCEPT EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Introduction. Welcome to Vizzn! Vizzn is a software platform that allows employees, agents and independent contractors working with or for a construction or logistics company to electronically schedule, dispatch and perform their activities (the “Permitted Use”) and made available to you (“you” or “your”) by VIZZN INC. (the “Company”, “we”, “us” or “our”) through the VIZZN mobile application(s) and the website located at www. vizzn.ca (collectively, the “Platform”) pursuant to subscriptions to the Platform by a licensee of the Company (the “Licensee”). You represent and warrant to the Company that you are an employee, agent or independent contractors of the Licensee who is authorized by the Licensee to use the Platform (an “Authorized User”, and together will all other users authorized by the Licensee to use the Platform, the “Authorized Users”), and for whom subscriptions to the Platform have been ordered by the Licensee.
“Customer Data” any electronic data, content or information, that has not been made publicly available and is inputted or submitted by the (i) Authorized Users; (ii) the Licensee and/or (iii) the Company on the Licensee’s behalf to the Platform or is collected by or on behalf of the Licensee through the Platform, for the purpose of using the Platform.
“Data Protection Laws” means all privacy and data protection laws, legislation and regulations (including the Personal Information Protection and Electronic Documents Act and substantially similar provincial legislation.
“Personal Data” means any information that can be used, either alone or in combination with other information, to identify an individual.
“Processing”: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Acceptance of this Agreement. This Platform may be used only by an Authorized User. By clicking on the “Accept” button displayed upon your first access to Platform or proceeding to access or use any part of the Platform, you agree to be bound by, and become a party to, this Agreement for the Term (as hereinafter defined). If you do not agree to be bound by all of the terms and conditions of this Agreement, you may not access or use the Platform. You should also read our Privacy Notice. The Company may update or revise the terms and conditions of this Agreement from time to time. You agree that you will review the terms and conditions of this Agreement periodically. If you do not agree to the terms and conditions of this Agreement or any modified version of the terms and conditions of this Agreement, your sole recourse is to terminate your use of the Platform. Your continued use of the Platform after any such changes constitutes your acceptance of the revised the terms and conditions of this Agreement which, for clarity, shall apply retroactively to all of your previous use of the Platform. If you breach any of the terms and conditions of this Agreement, your authorization to use the Platform automatically terminates and you must discontinue all use of the Platform.
Access and Use. We grant you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Platform solely for the Permitted Use in connection with the commercial activities of the Licensee and only as permitted by this Agreement. No rights, licenses or permissions are granted to you other than those rights expressly granted in this Agreement.
Account. In order to access and use the Platform, you must create a password-protected user account (an "Account").
YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. YOU AGREE NOT TO DISCLOSE YOUR PASSWORD TO ANY THIRD PARTY. YOU AGREE TO NOTIFY US IF YOU BECOME AWARE OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
Prohibitions. You shall not: (i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Platform; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Platform; (iii) violate any applicable laws, rules or regulations in connection with your access or use of the Platform (including any Data Protection Laws); (iv) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of ours or our licensors or suppliers; (v) use the Platform in a manner that derives revenue directly from the Platform, or use the Platform for any other purpose for which it is not designed or intended; (vi) distribute the Platform or any portions thereof without our consent; (vii) make the Platform available over a network or other environment permitting access or use by multiple devices or users at the same time; (viii) use the Platform for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by us; (ix) use any proprietary information, interfaces or other intellectual property of ours or our licensors or suppliers in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Platform; (x) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Platform; (xi) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Platform or any information contained therein, including, without limitation, the Customer Data; (xii) promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam; (xiii) promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class; (xiv) upload, post or otherwise make available any material that contains viruses, malware or other malicious software; (xv) upload, post, or otherwise make available any material that you do not have a right to make available (including as prohibited by Data Protection Laws) or that infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person; (xvi) track, trace or harvest any information on the Platform or any other person who visits the Platform; or (xvii) authorize, permit, or encourage any third party to do any of the foregoing.
You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach. You also agree that you are solely responsible for your interactions with other Authorized Users and the Licensee. The Company shall have no liability for your interactions with other Authorized Users or the Licensee, or for any Authorized Users or the Licensee’s action or inaction.
The contents of the Platform include, without limitation, all information, data, products, materials, services, software applications and tools, APIs, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Platform Content”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Platform includes all of the Platform Content.
The Platform together with all trademarks and other intellectual property displayed, distributed, or otherwise made available via the Platform, is the exclusive property of the Company, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with the Company, nothing in this Agreement gives you a right to use any of the Platform Content, the Company’s trademarks or other intellectual property of the Company. You may not assign or transfer any of the Platform Content and you may not grant a license to use or access the Platform to any party.
Any unauthorized or prohibited use of any Platform Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.
Integration and Processing. The Platform may provide authorized means of importing or exporting data from the Platform to third-party software or databases ("Integrate"), and for online analytic processing ("OLAP"). For database and/or data integrity, security, support, updates, and other performance-related reasons, you acknowledge and agree that the Platform may establish, from time to time, mechanisms to block or limit unauthorized data import or export and/or modification to database tables. You shall only use the Platform to Integrate or OLAP through authorized means.
Suspensions. We may, without notice, temporarily suspend your access to the Platform by deactivating any passwords and/or Internet links to the Platform if we reasonably suspect that you or any other party is obtaining unauthorized access to the Platform or any of our other systems, networks, documentation or information, or are using otherwise valid passwords for the Platform in any other unauthorized manner. These suspensions will be for such periods of time as we, in our sole discretion, may reasonably determine is necessary to permit the thorough investigation of such suspended activity. We may, at any time, with or without notice, monitor and audit your usage of the Platform for the purposes of determining compliance with the Agreement and/or providing any support or other services for the Licensee.
Cooperation. You shall cooperate with us in connection with our efforts to protect our intellectual property and other rights in and to the Platform. You agree to reasonably cooperate with us in our attempt to provide access and use to the Platform, including providing certain information upon request to us in a timely manner. We reserve the right, in our discretion, to withhold, restrict, suspend, or terminate access to the Platform if you are in non-compliance with this Agreement. These actions are not exclusive, and we reserve our right to exercise other legal rights or courses of action as provided in this Agreement or at law.
Maintenance Policies and Procedures. If errors are discovered by you, you must notify us of same with sufficient detail by which the problem can be replicated. We make no representations or warranties with respect to specific repair times for any particular error. Any programming modifications or corrections made for your exclusive benefit or other end users shall not be construed as defects or omissions.
Continuous Development. You acknowledge that: (i) the Platform remains under permanent development and is not error-free; (ii) updates to the Platform may contain additions, modifications, changes, or deletions to the programs or tools; (iii) the updates may contain additions, modifications, changes, or deletions to the features or functions of the programs; and (iv) limited system errors may be expected, and you accept all attendant risks, including potential computer system or software interruptions, downtime, or delays, in your use of the Platform.
You acknowledge that you have the ultimate responsibility for any information that has been uploaded or is otherwise submitted by you to the Platform or collected and processed by you using the Platform (“User Content”). We shall have no responsibility for, and in no event shall be liable for the value of, any User Content, if destroyed or corrupted.
You grant the Company a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create aggregated, anonymized and de-identified User Content (“Aggregated Data”) and to use such User Content, and all modifications thereto and derivatives thereof, for any purpose, including, without limitation, to improve the Platform, conduct research, develop new products and services and understand usage and for predictive analytics and insights.
New Versions. From time to time and without notice, the Platform may be amended or otherwise modified. All versions of the Platform provided to you are subject to the terms and conditions of this Agreement. For clarification, nothing herein obligates us to provide you with any new versions of the Platform.
Support and Maintenance. The parties acknowledge that we do not have any obligation whatsoever to furnish any maintenance, support or training with respect to: (i) the Platform; or (ii) your access and use thereof.
Obligations of Confidentiality. You shall not disclose to any person any Confidential Information (as defined below) of the Company or the Licensee or otherwise disclosed to you under this Agreement without the prior written consent of the owner of the Confidential Information. Confidential Information disclosed in connection with the Agreement may be used by you only for the purpose for which it was disclosed. Any Confidential Information will be treated in the same manner that you protect own proprietary information, but not less than is reasonable under the circumstances (or as required by law) without regard to whether the information received satisfies the statutory definition of a "trade secret".
is or becomes publicly known other than through any of your acts or omissions;
was in your lawful possession before the disclosure;
is lawfully disclosed to you by a third party without restriction on disclosure;
is independently developed by you, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
"Confidential Information" includes Customer Data (except to the extent that the Licensee has provided its prior written consent for you to disclose such information or treat it as information that is not confidential in nature), trade secrets (e.g., data whether technical or non-technical, including client lists, invoices, and manifests), documents, drawings, financial information, formulae, inventions, manuals, parts, pattern, plans, processes, software, proposals, sketches, information and data required to be protected by applicable Data Protection Laws, specifications, techniques, list of actual or potential clients or suppliers, third-party software, Account information to access and use the Platform, and other information of a secret, confidential, or proprietary nature.
Our Processing of your Personal Data is governed by our Privacy Notice, available at https://www.vizzn.ca/privacy.
WHILE USING THE PLATFORM YOU MAY HAVE ACCESS TO PERSONAL DATA ABOUT OTHER PEOPLE AND CONFIDENTIAL CUSTOMER DATA. BY USING THE PLATFORM, YOU AGREE TO RESPECT AND PROTECT THE CONFIDENTIALITY OF OTHER PEOPLE’S PERSONAL DATA AND CUSTOMER DATA AND WILL NOT COLLECT, STORE, USE, DISSEMINATE OR DISCLOSE ANY SUCH PERSONAL DATA OR CUSTOMER DATA (EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE LICENSEE) OR TAKE ANY ACTION THAT INFRINGES OR VIOLATES SOMEONE ELSE'S RIGHTS (INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS, USE, MODIFICATION OR DISCLOSURE OF SOMEONE ELSE’S PERSONAL INFORMATION) OR OTHERWISE VIOLATES THE LAW INCLUDING BUT NOT LIMITED TO DATA PROTECTION LAWS.
Term. This Agreement will become effective on the date you click on the “Accept” button or otherwise access or use the Platform (including any access or use of the Platform by you prior to clicking on the “Accept” button) and continue until it is terminated in accordance with this section 18.
Termination by us. We may terminate, suspend or otherwise restrict or prohibit your access to and use of your Account or the Platform at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.
Effect of Termination. Upon termination of this Agreement, all limited license rights granted under this Agreement shall immediately cease and you shall return or, if directed by us, destroy any and all material relating to the Platform (including the Account credentials) and Confidential Information belonging to us or our licensors or suppliers received under this Agreement and provide proof of return or destruction upon our request.
Termination by you. You have the right to close your Account at any time once all obligations associated with the Account have been completed.
No Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PLATFORM IS LICENSED, AND YOUR USE OF THE PLATFORM IS PROVIDED, "AS IS" AND "AS AVAILABLE". WE EXCLUDE AND EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND NOT STATED HEREIN, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AVAILABILITY, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, SYSTEM INTEGRATION, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY ACCESS OR USE OF THE PLATFORM MADE BY YOU OR ON YOUR BEHALF. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE PLATFORM, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE PLATFORM AT ANY TIME.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES THAT MAY ARISE IN CONNECTION WITH ANY ACCESS TO, RELIANCE ON, OR USE OF THE PLATFORM BY OR ON BEHALF OF YOU OR ANY THIRD PARTY. FOR THE AVOIDANCE OF DOUBT, THE COMPANY SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (EVEN IF WE ARE MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES), OR (II) ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR LOSS OF OPPORTUNITY IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE CUSTOMER DATA, YOUR CONFIDENTIAL INFORMATION OR PERSONAL DATA OR YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE CLAIM IS BASED ON CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE AT LAW; AND
THE LIMITATIONS OF LIABILITY SET OUT HEREIN ARE IMPORTANT ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND THE COMPANY. YOU UNDERSTAND AND AGREE THAT WE COULD NOT ECONOMICALLY OFFER THIS AGREEMENT, AND ACCESS TO OR USE OF THE PLATFORM, TO YOU WITHOUT THESE LIMITATIONS.
Indemnification. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY CLAIM, PROCEEDING, LOSS, DAMAGE, FINE, PENALTY, INTEREST AND EXPENSE (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND FEES FOR OTHER PROFESSIONAL ADVISORS) ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING: (I) YOUR USE OF AND ACCESS TO THE PLATFORM, INCLUDING ANY DATA OR CONTENT TRANSMITTED OR RECEIVED BY YOU; (II) YOUR BREACH OF THIS AGREEMENT; (III) YOUR VIOLATION OF LAW, INCLUDING ANY DATA PROTECTION LAWS; (IV) YOUR NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; (V) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY. INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY, PUBLICITY RIGHTS OR INTELLECTUAL PROPERTY RIGHTS; OR (VI) ANY CLAIM OR DAMAGES THAT ARISE AS A RESULT OF ANY OF YOUR USER CONTENT OR ANY THAT ARE SUBMITTED VIA YOUR ACCOUNT. YOU WILL PROMPTLY NOTIFY US IN WRITING OF ANY THIRD PARTY CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE PLATFORM. THESE OBLIGATIONS SURVIVE TERMINATION OF THIS AGREEMENT. FOR ABSOLUTE CLARITY, ANY ACT OR OMISSION OF ANY OF YOUR EMPLOYEES OR AGENTS OR OTHER PERSON FOR WHOM YOU HAVE LEGAL RESPONSIBILITY THAT WOULD, IF DONE (OR NOT DONE) BY YOU CONSTITUTE A BREACH OF THIS AGREEMENT SHALL CONSTITUTE A BREACH OF THIS AGREEMENT.
Export Laws and Regulations. You agree that you will not, transmit, directly or indirectly, any technical information received from us or from the Platform, nor any immediate product produced directly by use of such information, to any person or place in violation of applicable Canadian export regulations or other applicable Canadian or foreign law or regulation.
Interpretation. No provision shall be construed against a party by reason of the fact that such party or its legal counsel drafted that provision, notwithstanding any rule of law or any legal decision to the contrary. For purposes of interpreting this Agreement, headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement and, whenever the context requires, the singular number will include the plural, and vice versa. Nothing in this Agreement shall restrict our right to engage in any business or provide any software, services, or other products to any third parties on any terms.
Assignment. You may not transfer or assign (in whole or part) this Agreement and the permissions granted under it without our prior express written permission, and any attempt to do so shall be void.
Governing Law and Jurisdiction. This Agreement and the relationship between the parties, and all activities directly or indirectly related thereto shall be governed by, and interpreted in accordance with, the laws of the Province of Alberta. You consent to the non-exclusive jurisdiction and venue of the provincial courts of the Province of Alberta for any action between the parties. This provision is an important element of the basis of the Agreement between the parties.
Survival. The provisions of this Agreement will survive the termination of this Agreement.
Entire Agreement. This Agreement constitutes the complete and entire agreement between you and the Company relating to your use and our provision of the Platform.
Amendment and Waiver. No amendment or modification of this Agreement will be binding unless in writing and signed by our duly authorized officer. No failure or delay by us in exercising any right, power, or remedy hereunder shall operate as a waiver of any such right, power, or remedy.
Notices. Any notices to us under this Agreement shall be sent by email to customerexperience@vizzn.ca . We may send you notices via the Platform or to any email address you may have registered with us. Each notice shall be deemed given and effective one (1) day after it is sent, or earlier if actually received earlier by the recipient, unless the sending party is notified that the email address is invalid or the transmission was not successful.
Severability. In the event that any of the provisions of this Agreement are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Other. Our rights and remedies set forth herein are not exclusive, the exercise thereof shall not constitute an election of remedies, and we shall in all events be entitled to seek whatever additional remedies may be available in law or in equity.