SELFLING TEEN SUPPORT FOUNDATION
Licensing & Services Agreement
CONDITIONS OF USE: In order to use the Selfling™ Application (the “Application”), or access the information contained on the Selfling website (the “Website”) or make use of the services provided or made available through the Application (the “Services”), you must first read this agreement (the “Agreement”) and accept it. Accepting this Agreement means that you enter into a binding legal contract with Selfling Teen Support Foundation (“we”, “us”, “our”, etc.). You can only use the Application, the Website or the Services if you can and do form a binding contract with us. Use by anyone under the age of 13 is prohibited.
References to the Services include the Application and the Website. You may not access, use or avail yourself of the Services if you do not accept this Agreement and all its terms and conditions.
ACCEPTANCE: You accept the terms and conditions of this Agreement by any one or more of the following: (i) by clicking “ACCEPT” when downloading or installing the Application, (ii) by agreeing to the terms of the Agreement in the user interface for any of the Application, the Website or the Services, or (iii) by accessing, using or availing yourself of the Application, the Website, and/or the Services. If you access, use or avail yourself of any or all of the Application, the Website or the Services, doing so confirms that you understand and accept the terms and conditions of this Agreement from that point onwards.
AGREEMENT: By your acceptance of this Agreement, you represent that you have read and agree to the terms and conditions of this Agreement. These terms and conditions will remain in effect throughout your use of the Services and continue after this Agreement expires, is cancelled or is terminated. These terms and conditions are legally binding on you should you choose to proceed with use of the Services.
CONSIDERATION AND AMENDMENT: Accessing and using the Services is without monetary charge, but you acknowledge and agree that, in consideration of the valuable benefits that you obtain from accessing and using the Services, you accept and agree to all the terms and conditions of this Agreement. The terms and conditions set forth in this Agreement may be amended in our exclusive and absolute discretion at any time, and from time to time, and such amended terms and conditions will be effective immediately upon posting in the Services or to the Website. Your continued use of the Services after such posting will constitute acceptance by you of all such amendments. It is your responsibility to review this Agreement frequently and remain informed about any changes to it, so we encourage you to visit this page often.
1.1 Definitions: The words and phrases below have the meanings stated:
“Acceptable Use Policy” means our policy, whether as currently stated in this Agreement or otherwise published in the Services or on the Website, which governs access to and use of the Services.
“Application” means the Selfling Application made available for use for download and installation on your device, subject always to the terms and conditions of this Agreement.
“Claim” means and includes any suits, demands, notices, proceedings, actions, liabilities, losses, damages, claims, arbitrations, lawsuits, government investigations, debts and costs.
“Data Records” means the logs, metadata, records, documents, files and other records of your activities in using the Services.
“License” means a limited, non-exclusive, non-transferable, gratuitous, conditional and revocable license, without the right to sublicense, permitting you to access and use the Services and, if and as applicable, to install, copy and run the Application on your computing devices provided those devices are compatible with the requirements of the Services. Grant of the License to you will not restrict us from granting any number of Licenses to any number of Third Parties.
“Party” means either you or us, and “Parties” means both you and us.
“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organization, trust, trade union, governmental body, public body or other legal entity in each case whether or not having a separate legal identity.
“Personal Information” means any information about an identifiable individual but does not include aggregate or anonymous information, or information used only to contact an individual in their capacity or position as an employee or official of an organization.
“Privacy Law” means any statute, legislation, or regulation governing individual privacy or the collection, use or disclosure of Personal Information and access to Personal Information, including any finding, ruling, directive or order of any privacy commissioner or similar official or tribunal, to which either Party may be subject.
“Services” means and includes access to the Application and the Website, supplied, provided or made available under License by us as a service or hosted solution, and other similar services made accessible to you by us via the Internet or otherwise, and in any case will include any derivatives, improvements, enhancements or extensions of any of the foregoing made, conceived, created, authored, discovered, written, invented, programmed, reduced to practice, or developed during the term of this Agreement by us or on our behalf. References to the Software shall include the Services where applicable.
“Suspend” or “Suspension” will mean our act of restricting access to or the Services, including your Data, or the activities or availability of the Application or our Website.
“Third Party” means any Person, other than a Party to this Agreement.
“User ID” means your user name, password or other log in information required to permit you to access the Services.
“your Data” means any and all information and data that you gather, collect, compile, process, store, access, archive or otherwise use by the use of the Services.
1.2 Interpretation, Governing Law and Equitable Remedies:
- a) The headings in this Agreement are inserted for convenience and do not affect the interpretation of any provision of this Agreement.
- b) Words denoting the singular number will include the plural and vice-versa, and words importing the masculine gender will include the feminine gender and neuter gender and vice versa.
- c) If there is a conflict between this Agreement and any other documentation, agreement, policy, schedule, exhibit, addendum, appendix or any other referenced documents made or executed or entered into by the Parties, including our Acceptable Use Policy (except for paragraph 3.8, the current Acceptable Use Policy), this Agreement will prevail unless such other documentation expressly indicates that its particular terms and/or conditions prevail over this Agreement.
- d) This Agreement will be governed and interpreted according to the laws of Alberta, Canada, and the laws of Canada applicable in Alberta. Although we may use any court of competent jurisdiction to seek equitable remedies or an injunction against you to restrain you from any breach of this Agreement or of our intellectual property rights, you agree that any action commenced by you with respect to this Agreement will be only in the courts of the province of Alberta, or the Federal Court of Canada, Calgary registry, as applicable, and you attorn to the exclusive jurisdiction of the courts of Alberta and/or the Federal Court of Canada, sitting at Calgary, without regard to the conflicts of law rules or principles of such courts. You agree that you will not commence any action against us in any other court. You further agree that you will not commence any action by way of class proceedings against us in any court whatsoever, or participate in any class action against us in any court whatsoever. You agree that you will not commence or participate in any action against us in any other courts or tribunals than the courts of Alberta or the Federal Court of Canada. You also agree that you will not commence any action by way of class proceedings against us in any court, or participate in any class action against us in any court.
- e) You acknowledge and agree that a breach of this Agreement and, in particular and without limitation, Sections 2, 3 and 7 of this Agreement, may cause us irreparable harm from which no adequate remedy exists at law, and for which damages will not be an adequate remedy, and that upon any such breach or threatened breach, and notwithstanding any other provision of this Agreement, we shall be entitled to injunctive relief in any court of competent jurisdiction without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage.
2.1 License: Subject to the terms and conditions of this Agreement, and to any restrictions contained herein or otherwise agreed between the Parties, we grant you a License to access and use the Services.
2.2 Intellectual Property Rights: This Agreement is for licenses and services and is not a sale of goods. The Services and the Application are licensed, not sold. Except for the License granted, until revoked by us, you do not own or have any right, title or interest, including any proprietary interest, in or to the Services. The Services are and will remain the exclusive property of us or our licensors, and are protected by copyright law and international treaties. Subject to continued compliance with the terms of this Agreement, you receive only certain limited rights and a License as defined. Nothing in this Agreement will be construed as granting to you any waiver, permission, license or other right except as expressly stated herein. We retain all copyrights and moral rights are not waived.
2.3 Trademarks: SELFLING™, together with any associated logos, graphics or designs, are trademarks and our exclusive property, all rights reserved. Nothing in this Agreement grants you any right, title or interest, license or right of use in or to our trademarks.
2.4 Prohibitions: You will not, and will not permit any Person to:
- a) modify, translate, reverse engineer, decompile, disassemble, alter, copy, disseminate, distribute, publish or broadcast the Services or the Application, or create compilations or derivative works based on the Services or the Application, or assist or allow anyone to perform any one or more of those acts;
- b) transfer this License to any Third Party or assign this Agreement without our written consent; or
- c) remove, alter or obliterate any proprietary notices, labels, or marks on the Services or the Application;
3.1 Service Levels and Availability: Any failure by us to attain any service levels, or to make the Services, the Website or the Application available to any extent, or at all, will not constitute a breach of this Agreement. Any additions we make to the Services in the form of other services, features or functions will in all cases be subject to this Agreement.
3.2 Modifications and Variations: We may vary or modify the nature, character, availability or quality of the Services at any time, and from time to time, without notification to you, even if such variation or modification materially changes, reduces, eliminates or impairs the functionality or availability of the Services. Your continued use of the Services following any such variation or modification means that you will be deemed to have accepted such changes to the nature, character, availability or quality of the Services.
3.3 Services Restrictions: The Services may be configured by us to restrict access to and use of the Services whether to avoid excessive numbers of concurrent users or excessive load on our servers, bandwidth or other resources, or for other purposes, and other restrictions may apply at any time in our sole discretion.
3.5 Acceptable Use Policy: Our Acceptable Use Policy may be modified or replaced by us at any time, and from time to time, with immediate effect, and you agree that posting a notice of the modification or replacement in the Services or on our Website will be sufficient notice to you of any amendment. Our Acceptable Use Policy may contain specific limitations on your use of the Services and certain procedures and processes to be followed by you, and you agree to comply with and follow those procedures and processes. Such limitations, procedures and processes are intended to ensure that the Services are available, and perform efficiently, effectively and securely for all licensed users, including you.
You will at all times comply with all applicable laws and regulations. Without limitation, you will not:
- a) obtain by any means whatsoever information regarding the personal identification or password or other logon credentials of any other Person which is a customer or licensee of us or any network to which you may be permitted access through the Services;
- b) interfere with the Services, the Application, the Website, or any applications, software, programs or data managed or stored by us;
- c) develop or use applications, software or programs at any time which might or are likely to adversely affect or impact other customers, the Services, the Internet, or any computer network;
- d) undertake or carry out any activity which creates or has the potential to create liability or damage to us, the Services, the Application, our computer systems, our other customers or licensees, or our suppliers or licensors;
- e) use, transmit, post, upload or store into or in the Services anything obscene, illegal, defamatory, harassing or offensive, or which breaches or violates any Privacy Law, or which appropriates rights of personality, or which violates the rights of any individual with respect to their Personal Information or rights of privacy, or that constitutes hate literature, hate speech, or pornography, or that constitutes a chain letter, multi-level marketing arrangement or pyramid scheme, or which in any way violates or infringes copyright, moral rights, trademark, patent or other intellectual property rights or proprietary rights of any kind of any Person, or which in any way negatively does or can affect our operations, reputation and public goodwill;
- f) use the Services for any purpose that is contrary to the laws of any government having jurisdiction over us or you, including using the Services for any purpose which constitutes a tort or breach of legal, fiduciary, common law, equitable or other duty;
- g) use our systems, computers or networks for any purpose other than what is necessary for your access to and use of the Services;
- h) use the Services to send, receive or transmit any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, malware, or any other harmful or deleterious programs;
- i) reverse engineer, decompile, deconstruct, publish, broadcast, distribute or relocate all or any of the Services, or make the Services available as part of any other products or services to any Third Party, or as part of a service bureau, hosted solution or application service provider, or otherwise;
- j) disclose, distribute or publish your User ID or logon credentials to any third party;
- k) permit any Third Party to access or use the Services without our authorization; or
- l) attempt to or authorize any Person to do any one or more of the foregoing.
3.7 Suspension and Removal: While our preferred practice is to do so only when the Services are threatened or negatively impacted by your conduct or breach of this Agreement, we can Suspend your use of or access to the Services or to your user Data at any time, and from time to time or permanently, without notice or liability to you. We may also remove all or any part of your user Data from the Services for any reason, including to comply with any notification or allegation from Third Parties that your user Data infringes, violates or misappropriates any rights of any Third Party.
3.8 Term and Termination: This Agreement will remain in force indefinitely until terminated by you or by us. You may terminate at any time by uninstalling the Application or by notifying us in writing of your termination. We may Suspend or terminate the Services, including the Application and the Website, and access to your Data through the Application, at any time, for any reason or no reason, and without notice.
4.1 Support Services: We have the right, but not the obligation, to provide support services with respect to the Application. If support services are available, information with respect to what support services are available and how to access support services will be available in the Services. Otherwise, the Application and the Services are without support services.
4.2 Data Hosting Services: you are solely responsible for creating, inputting, processing, posting, uploading, downloading or otherwise using and modifying your own Data. All of your Data shall be in compliance with the Acceptable Use Policy. We have the right to, but accept no responsibility or obligation to review, screen, filter or otherwise approve or disapprove of your Data, and we have the right, but not the obligation, to remove from our systems any of your Data that we, in our sole discretion, believe is in violation of any term or condition of this Agreement, or of our Acceptable Use Policy, or is otherwise illegal or objectionable.
4.4 Litigation Holds and Demands for Preservation: In the event we receive a request or demand from you or any Third Party to preserve and/or produce your Data or our Data Records related to you, we will comply with all applicable laws and legal obligations related to such request or demand and we may do so without liability to you. Where permitted by law to do so, we may inform you of any such request or demand from a Third Party, but we accept no obligation to do so.
- DISCLAIMER OF WARRANTIES, CONDITIONS AND REPRESENTATIONS
5.1 “As Is”: THE SERVICES ARE PROVIDED STRICTLY “AS IS”, “WHERE IS” AND “AS AVAILABLE”.
5.2 No Warranties or Conditions: YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY DETERMINED THAT THE SERVICES MEET YOUR REQUIREMENTS AND THAT YOU HAVE NOT, AND DO NOT, RELY ON ANY REPRESENTATION MADE BY US AS TO THE SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE AND SHALL BE NO REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, GUARANTEES, OR COVENANTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, GIVEN BY US OR AFFECTING ANYTHING TO BE DELIVERED BY US UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE APPLICATION, THE SERVICES AND ANY ADDITIONAL OR OTHER GOODS OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY WAIVE AND WE HEREBY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, COMPLIANCE WITH DESCRIPTION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OR CONDITION ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
5.3 Services: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT WARRANT AND GIVES NO CONDITION THAT THE OPERATION, APPLICATION OR AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
5.4 Risk of Errors or Loss: YOU ACKNOWLEDGE AND AGREE THAT EMAIL, ELECTRONIC COMMUNICATIONS, SOFTWARE, THE INTERNET AND THE WORLD WIDE WEB ARE NOT FULLY DEPENDABLE OR SECURE MEDIA OR MEANS OF COMMUNICATION AND YOU USE THE FOREGOING SOLELY AT YOUR OWN RISK. WE SHALL HAVE NO LIABILITY FOR LOSS OF, DAMAGE TO, OR ALTERATION OF DATA OR INFORMATION IN TRANSIT OVER THE INTERNET, THE WORLD WIDE WEB, VIA ELECTRONIC MEANS, THROUGH THE SERVICES OR THROUGH THE APPLICATION, OR VIA EMAIL.
5.5 Third Party Links, Sites and Services: We will have no liability to you arising out of any links to Third Party websites, applications, software, services, content or resources of any kind that we may make available to you.
5.6 International Conventions: The Parties expressly disclaim the United Nations International Convention on the Sale of Goods and agree that such Convention shall not apply to this Agreement.
- LIMITATION OF DAMAGES AND LIABILITY
6.1 Monetary Cap: WITHOUT DEROGATING FROM ANY OTHER LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON OUR PART FOR BREACH OF ANY TERM, WARRANTY, REPRESENTATION OR CONDITION CONTAINED IN THIS AGREEMENT OR OF ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH, OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY OR TORT, INCLUDING NEGLIGENCE, BREACH OF ANY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO YOUR ACTUAL DIRECT PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE SUM OF ONE DOLLAR ($1.00).
6.2 Limited Direct Damages Only: YOU AGREE THAT, EVEN IF WE HAVE BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, INVASION OF PRIVACY, INTRUSION UPON SECLUSION, MISAPPROPRIATION OF PERSONALITY, OR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY. YOU FURTHER AGREE THAT IN NO EVENT WILL OUR DIRECTORS, OFFICERS, SERVANTS, AGENTS, EMPLOYEES, MEMBER OR SHAREHOLDERS BE LIABLE TO YOU FOR ANY DAMAGES.
6.3 Enurement: THE LIMITATIONS CONTAINED HEREIN WILL INURE TO THE BENEFIT OF US AND OUR SERVANTS, AGENTS, EMPLOYEES, SUB-CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES AND ASSIGNS. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.4 Reasonableness: YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING DISCLAIMERS ARE VALID AND REASONABLE, ARE REFLECTED IN THE FACT THAT THERE IS NO PRICING FOR THE SERVICES, ARE KNOWN TO YOU AND ARE ACCEPTED BY YOU.
6.5 Flow-Through of Third Party Obligations: You acknowledge and agree that certain aspects, components or portions of the Services may be provided to us by Third Parties, and in no event will your rights to pursue any Claim against us exceed the obligations of any applicable Third Party to indemnify us for any such Claim by you.
- YOUR COVENANTS
7.1 Compliance: You will comply in all respects with all provisions of this Agreement, and the Acceptable Use Policy, as amended from time to time.
7.2 Indemnity: You will indemnify and save us harmless from any Claims by any Third Party arising out of any breach by you of this Agreement or any breach by you of any law or regulation, or arising in any way out of your use of or access to the Services, the Website or the Application, or the contents or distribution by you of your Data.
- GENERAL PROVISIONS: You will not assign all or any part of this Agreement without our prior written consent, in our sole discretion. We may assign, sell, transfer or subcontract all or any part of our rights and obligations under this Agreement or the Services without notice to you or your consent. This Agreement will inure to the benefit of and will be binding on and enforceable by the Parties and their respective successors and permitted assigns. This Agreement does not create or imply any agency, partnership, joint venture, or other joint relationship between the Parties, and does not authorize either Party to bind or obligate the other in any way. We are not responsible for performance of, or in default of, any obligation or provision of this Agreement where delayed, hindered or prevented by Force Majeure, being defined as labour disruptions, failure of the networks or services of other companies or Third Parties, casualties, civil disturbances, legislation, regulation, judicial order, acts of military authorities, accidents, fires, natural disasters or other catastrophes or events beyond the Parties’ reasonable control or commercially viable means of mitigation. If any part of this Agreement is void, prohibited or unenforceable, the rest of this Agreement will continue in force and effect and will be construed as if such part had never been part of this Agreement. Our failure to exercise any right under this Agreement, or our failure to insist upon strict or full performance of the obligations under this Agreement, will not constitute a waiver of our rights hereunder or a relinquishment of any provision of this Agreement. In order to be binding on us, any such waiver must be express and in writing signed by an individual authorized to bind us legally. Our rights under this Agreement are cumulative and not alternative. Any provision of this Agreement that, expressly or by its nature, extends beyond the termination of this Agreement will survive any termination of this Agreement. Without limitation, Sections 1; 2.4; 3.5; 4; 5; 6; 7 and 8 shall survive any termination or expiry of this Agreement, howsoever caused, and shall continue in full force and effect. This Agreement forms the entire agreement between you and us and supersedes all prior written and oral communications and agreements, and any changes to this Agreement must be authorized by us in writing.