WEBSITE TERMS OF USE

 

LAST UPDATED:  February 24, 2016

 

This page is a legally binding agreement and defines the Terms of Use ("Agreement" or "Terms of Service") for our website. This Agreement is between you (the user of this website for any purpose) and Oxipita, Inc., the owner and operator of this website.

 

1. DEFINITIONS

 

  • “We” or “us” or “our” refers to Oxipita Inc. the owner of this Website.

  • “Website” shall refer to this website and/or co-branded websites, which we may operate or host from its or co-host servers (collectively referred to herein as "Website").

  • “Content” shall refer to all text, manuals, information, sample videos, images, graphics, and data offered on the Website.

  • “Services” shall refer to any service that we offer to our Customers for a fee or as part of another purchase from us.

  • “Software” shall refer to our TurtleSeg 3D Segmentation software or any other software that we may develop and offer for purchase or trial on our Website.

 

2. ACCEPTANCE

 

THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.  BY USING, ACCESSING AND/OR BROWSING OUR WEBSITE, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE EXIT OUR WEBSITE AT THIS TIME. IF YOU WISH TO CONTINUE, PLEASE REVIEW THE FOLLOWING TERMS THOROUGHLY.

 

3. NATURE OF OUR PRODUCTS AND SERVICES

 

Without limitation, we develop computer vision and machine learning software solutions for real-life imaging applications. You may purchase or request a trial version of our software. To assist you in better understanding our software, our Website may include reference guides, video tutorials, and other publications related to the software.  Your view or use of such material is subject to the terms and conditions of this Agreement and to any other License Agreement that accompanies the software. 

 

4. LIMITED LICENSE TO USE OUR WEBSITE AND CONTENT

 

We grant you a non-exclusive, non-transferable, revocable license to access and use our Website, Services, and Content in accordance with Agreement and any other applicable licenses, agreements, or policies.

 

5. OWNERSHIP OF INTELLECTUAL PROPERTY

 

The Services, Software, Content, layout, design, concept, and organization of the Website are subject to our patents, copyrights, trade secrets, and other intellectual property rights. All rights are reserved.  You acknowledge and agree that we own all right, title and interest in all copyrights, patents, trademarks and other intellectual property rights related to the Website, Content, Services, and Software offered on the Website. Any use of  Website, Content, Services, Software, and/or the copyrights, patents, trademarks or other intellectual property rights, other than as described in this Agreement, is not licensed and is strictly prohibited.

 

You agree that you will obtain our express written permission before you copy, upload, transmit, reproduce, distribute or in any way exploit any aspect of our Website and/or the copyrights, patents, trademarks or the other intellectual property rights, obtained through our Website. This Agreement does not constitute a license to use our trade names, service marks or any other trade insignia. Any use of our trade names, services marks or any other trade insignia shall be subject to our prior written consent.

 

6. PAYMENTS

 

You represent and warrant that if you are purchasing something from us that (1) any credit or debit card, or any other payment, information you supply is true and complete, (2) charges incurred by you will be honored by your bank or credit card company, (3) you will pay the charges incurred by you at the posted or otherwise agreed upon prices, and (4) if your initial payment method is dishonored, you will still pay the charged incurred, including any surcharge we may incur or be liable for due to such dishonored payment.

 

7. COMPLIANCE WITH LAWS

 

Our Website may be used only for lawful purposes. You must comply with all applicable local, state, national and international laws, regulations or conventions, including without limitation those related to data privacy, international communications, and exportation of technical or personal data. You may not use our Content, Software or Website for any criminal or illegal activities or any activity that might be legally actionable.

 

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

 

8. GUIDELINE FOR USING OUR WEBSITE

 

Our Website may not be used by scripts, machines or automated services without our written permission. We reserve the right to determine what constitutes Internet abuse and objectionable conduct. If we believe, in our sole discretion, that a violation of these guidelines has occurred, we may take responsive action. Examples of objectionable conduct and content that violate these Guidelines include, but are not limited to, the following:

 

  • Posting, transmitting, or linking to any text, image, file, code, or any other content or material on the Website in violation of any applicable state or federal laws.

  • Posting, transmitting, or linking to any text or images that are sexually explicit, pornographic, racially or ethnically objectionable, or grossly offensive to the online community.

  • Posting, transmitting, or linking to defamatory and libelous statements or other statements that would violate any third party's privacy or publicity rights.

  • Impersonating any person or using a name that you are not authorized to use.

  • Planning illegal activities, such as creating computer viruses, building a bomb, or counterfeiting money.

  • Promoting any products or services that are unlawful at the location at which the content is posted or received.

  • Posting any content that infringes any third party's intellectual property rights or violates any confidentiality agreements or contracts of employment.

  • Posting, transmitting, or linking to statements that are intentionally false or misleading.

  • Spamming, flaming, or other similar activities, including using information obtained from us to communicate uninvited solicitations or to promote your products or services.

  • Violating the guidelines for academic honesty or other unethical behavior.

  • Violations of system and network security are prohibited. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any session being conducted on the Site. You may not misuse system resources including but not limited to employing posts or programs which consume excessive CPU time or storage space; permitting use of mail services, mail forwarding capabilities, POP accounts, or auto-responders other than for your own account.

 

If you notice a violation of these guidelines, please notify us by contacting us.

 

9. INDEMNIFICATION

 

We provide our Website to you on the assumption that you will act professionally and responsibly. If you do not, you must bear full responsibility for your actions.  You agree to indemnify, defend and hold us, our agents, officers, directors, employees, successors, assigns, product and service providers, and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of our Website or Services.  We reserve the right, at our own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so. You shall not settle any such claim or liability without our prior written consent, which shall not be unreasonably withheld

 

10. LINKING TO OUR WEBSITE

 

You may provide links to our Website provided that (1) you do not remove or obscure any portion of our Website and (2) your website does not engage in any illegal, unlawful, or pornographic activities, and (3) you discontinue providing links to our Website immediately upon our request.

 

11. LINKS TO OTHER WEBSITES

 

Our Website may include links to third party websites. These links are provided as a convenience to you. Inclusion of links for any third party, non-affiliated, website does not mean that we endorse, guarantee, warrant, or recommend the services, information, content and/or data of such third party websites unless we explicitly so state.  Any access to such third party websites is at your own risk.

 

12. PRIVACY AND USE OF INFORMATION

 

During the use of the Website, you may be requested to provide contact information. We reserve the right, and you authorize us, to the use of your information and information relating to your use of our Website and Services in any manner consistent with our Privacy policy.  Please take a moment to review our Privacy policy.  Your continued use of our Website is conditioned upon your acceptance of the terms of our Privacy policy.

 

13. EXPORT COMPLIANCE

 

You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Website any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.

 

14. DISCLAIMERS OF WARRANTY

 

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN A SEPARATE LICENSE AGREEMENT, YOU EXPRESSLY AGREE THAT USE OF OUR WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

 

WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE WEBSITE. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

WE MAKE NO WARRANTY THAT THE SERVICES OR WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT THEY WILL BE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. WE DO NOT WARRANT THAT THE WEBSITE OR ITS SERVICES ARE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU

 

15. LIMITATIONS OF LIABILITY

 

REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT SHALL WE, OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY OR CONTENT AVAILABLE ON THE WEBSITE, BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (i) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE WEBSITE; (ii) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (iii) FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

 

16. AGENT FOR NOTIFICATION OF CLAIMED INFRNGEMENT

 

If you believe your Content has been used on the Website in a manner that constitutes copyright infringement, please notify our designated agent at info@oxipita.com.

 

17. NO AGENCY

 

We are completely independent from you. You agree that you are not engaged in any agency, partnership, joint venture, employee-employer, franchisor-franchisee or any other similar type of relationship with us, and no such relationship(s) are intended nor created by this Agreement.

 

18. NO ASSIGNMENT

 

Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without our prior written consent.

 

19. TERM – TERMINATION

 

This Agreement shall be effective for as long as you use our Website and Content. The termination of this Agreement shall terminate your right to use or access our Website and Content.

 

20. SEVERABILITY

 

If any provision of this Agreement or portion thereof is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

 

21. FORCE MAJEURE

 

We will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war, or act of God.

 

22. APPLICABLE LAW AND JURISDICTION

 

This Agreement and any issues regarding this Website, Content, and Services are governed by and construed in accordance with the laws of the Province of British Columbia, to the exclusion of the laws of any other forum and without regard to the jurisdiction in which any action or special proceeding may be instituted. You waive any jurisdictional, venue or inconvenient forum objections to such courts.

 

23. BINDING ARBITRATION

 

Subject to exceptions specified herein, if you and Oxipita, Inc. are unable to resolve any dispute by informal negotiations, then any resolution of this dispute will be conducted exclusively by binding arbitration. 

 

A request for appointment of an arbitrator must be made in writing. Upon receiving or sending the written request, we will have 90 days to choose and appoint an independent and impartial arbitrator. The arbitration will be held in the Vancouver, British Columbia, Canada. 

 

The cost of the binding arbitration proceedings and any proceeding in court to confirm or to vacate any arbitration award, including, without limitation, reasonable attorneys' fees and costs, will be borne by the unsuccessful party and will be determined and awarded by the arbitrator. 

 

Exceptions to the use of binding arbitration are as follows: We may bring forth a lawsuit, without using binding arbitration, should the lawsuit involve intellectual property infringement or injunctive relief. 

 

24. AMENDMENT

 

We may modify or amend this Agreement at any time in our sole discretion and without any prior notice to you. Any modification is effective immediately upon posting on our Website. If any modification to this agreement is unacceptable to you, you may immediately terminate your use of our Website. If you do not terminate your use, your continued use will mean that you have accepted that modification.

 

25. ENTIRETY OF AGREEMENT

 

Except as otherwise noted herein, this Agreement, including the legal notices and links to the Privacy Statement, contains the entire terms and conditions that apply to your use of the Website. However, in order for you to use our Website, Services, and/or Software you may also be required to agree to additional license terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated.

 

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