ecoclaim END USER LICENCE AGREEMENT

BY USING THE ECOCLAIM SOFTWARE, SOLUTION, PLATFORM, PRODUCTS, SERVICES AND/OR DATA (the “SAAS SOLUTION”), YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT USE THE SAAS SOLUTION.

Access to SaaS Solution. EcoClaim Solutions Inc. (“EcoClaim”), directly or through a third party authorized by EcoClaim, provides the SaaS Solution to you on an “as is” and “as available” basis in accordance with this EULA 

Scope of Access. Subject to your compliance with this EULA, EcoClaim hereby grants to you a non-transferable, non-exclusive right and license to access and use the SaaS Solution. 

Intellectual Property and Data Ownership. EcoClaim and its licensors own all right, title, and interest in and to the SaaS Solution, the Aggregate Data and the Usage Data including all intellectual property rights therein. All rights not expressly granted herein are reserved. You agree to not take any action to jeopardize, limit or interfere with EcoClaim’s or its licensors’ intellectual property rights.

Nothing in this EULA, the SaaS Solution, or on EcoClaim’s website should be construed as granting any license or right to use any trademark, service mark, or logo displayed without the express written permission of EcoClaim or the third party that may own the trademark, service mark, or logo.

“Usage Data” means any and all data and information which EcoClaim may collect, compile and analyze and information related to your use of the SaaS Solution. “Aggregated Data” means any and all data and information which is entered by you in the SaaS Solution that may be collected, compiled or analyzed by EcoClaim, provided such data and information is de-identified, anonymized and aggregated with other data such that it cannot be reverse engineered into identifiable data or information. Notwithstanding anything else herein, you agree that EcoClaim may use Usage Data and Aggregated Data for its internal business purposes, share, market and/or sell such Usage Data and Aggregated Data to its affiliates, agents, customers, potential customers and business partners, and may retain Usage Data and Aggregated Data for future use.  

Security of Device, Account and Password. You are responsible for maintaining the security of the device that you use to access the SaaS Solution as well as the confidentiality of your account and access credentials, and you agree to accept responsibility for all activities that occur under your device and/or account. If your account and access credentials are revealed or you suspect that someone else has learned or obtained them, you must advise EcoClaim immediately at the address below. 

Responsibility for Access and Use. You are solely responsible for, and EcoClaim shall not accept any responsibility for, your access to and use of the SaaS Solution, including any access to and use of the SaaS Solution by anyone you delegate authority to use the SaaS Solution.

Restrictions. You shall not, and shall not permit any other person to, access or use the SaaS Solution except as expressly permitted by this EULA. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this EULA expressly permits:

1. reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the SaaS Solution or any portion thereof;
2. distribute, transfer, sublicense to, or otherwise make available the SaaS Solution (or any portion thereof) to third parties, including making the SaaS Solution available (a) through resellers or other distributors; or (b) as an application service provider, service bureau, or rental source;
3. create modifications to or derivative works of the SaaS Solution or the content contained therein;
4. attempt to modify, alter, or circumvent the license control and protection mechanisms within the SaaS Solution; 
5. input, upload, transmit or otherwise provide to or through the SaaS Solution any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;
6. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the SaaS Solution or EcoClaim’s provision of services to any third party, in whole or in part;
7. remove, delete, alter or obscure any trade-marks, documentation, warranties or disclaimers, or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices from the SaaS Solution, including any copy thereof;
8. access or use the SaaS Solution in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other SaaS Solution customer), or that violates any applicable law; or
9. access or use the SaaS Solution for purposes of competitive analysis of the SaaS Solution, the development, provision or use of a competing software service or product or any other purpose that is to EcoClaim’s detriment or commercial disadvantage.

Monitor. EcoClaim reserves the right to monitor your access to the SaaS Solution to ensure the SaaS Solution is being used in accordance with this EULA. 

Right to Modify or Discontinue the SaaS Solution. EcoClaim reserves the right to modify or discontinue the SaaS Solution at any time (including by limiting or discontinuing certain features of the SaaS Solution), or to suspend or terminate your access to or use of the SaaS Solution for breaches of this EULA, temporarily or permanently, upon notice to you. EcoClaim will have no liability for any such change, suspension or termination.

Confidentiality. “Confidential Information” means information or materials in any form or medium (whether oral, written, electronic or other) provided by one party (“Discloser”) to the other party (“Recipient”) which are labelled “confidential” or which would reasonably be understood to be confidential or proprietary. Recipient may use Confidential Information of Discloser; (a) to exercise its rights and perform its obligations under this EULA; or (b) in connection with the parties’ ongoing business relationship. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this EULA and will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. Confidential Information does not include information that (a) was already known to Recipient at the time of disclosure by Discloser; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public;  (d) was independently developed by Recipient without access to, or use of, Discloser’s Information or (e) that EcoClaim makes accessible to you via the SaaS Solution. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

Privacy. Through the use of the SaaS Solution, certain information about you may be collected, used and disclosed by EcoClaim to permit you to use the SaaS Solution.  EcoClaim’s collection, use and disclosure of personal information is governed by its Privacy Policy available at https://ecoclaim.ca/privacy-policy/. By accessing or using the SaaS Solution you are acknowledging and agreeing to this Privacy Policy, as it may be updated from time to time.

Consent to Electronic Communications. EcoClaim may send you electronic communications relating to your use of the SaaS Solution and new products or services and other developments that may be of interest to you, in accordance with Canada’s Anti-Spam Legislation. You provide your consent to EcoClaim contacting you in this manner when you use the SaaS Solution. You may opt-out of receiving such communications by contacting EcoClaim at the address below. Further, you agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing, signed, delivered and/or retained.

Third Party Sites and Service Providers. There may be links from within the SaaS Solution to third-party websites or features. These other sites and parties are not under our control, and you acknowledge that EcoClaim is not responsible for any aspect of the content of such sites, nor is EcoClaim responsible for errors or omissions in any references to other parties or their products and services. Your use of such websites or features is at your own risk.

DISCLAIMER OF WARRANTIES. ECOCLAIM DISCLAIMS RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE SAAS SOLUTION. ECOCLAIM DISCLAIMS TO THE FULLEST EXTENT PERMITTED, ALL GUARANTEES AND EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES REGARDING THE AVAILABILITY, SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SAAS SOLUTION. YOU USE THE SAAS SOLUTION AT YOUR OWN DISCRETION AND RISK.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ECOCLAIM BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT WHETHER BASED IN CONTRACT OR TORT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE REASONABLY FORESEEABLE.. ECOCLAIM’S LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE GREATER OF THE AMOUNT PAID BY YOU FOR USE OF THE SAAS SOLUTION IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT RESULTING IN LIABILITY OR $100 CAD. 

Indemnification. You will indemnify and hold harmless EcoClaim from any claim made by any third party relating to your conduct or use of the SaaS Solution, your breach of this EULA, your violation of applicable law or rights of any third parties, your failure to comply with applicable laws and regulations, or your gross negligence or willful misconduct. Without limiting your indemnification obligations, EcoClaim reserves the right to assume the exclusive defense and control of any manner subject to indemnification by you.

Governing Law. This EULA will be construed and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.  

Entire Agreement. This EULA and any agreement regarding the SaaS Solution which you or your organization may enter into with EcoClaim, or another third party authorized by EcoClaim, represents the entire agreement between the parties with respect to the SaaS Solution. This EULA may only be modified or any rights under it waived by written agreement of the parties.

Assignment. This EULA not be transferred or assigned by you, but may be assigned by EcoClaim without restriction.

Severability. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the extent possible, and the other provisions of this EULA will not be affected.

Survival. All provisions of this EULA that, by their nature, should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Right to Change this EULA. EcoClaim may revise this EULA, at any time, by providing notice of such change on the SaaS Solution. Your continued use of the SaaS Solution after such revisions will signify your acceptance of any adjustment to this EULA.

Contact. If you have any questions regarding this EULA or the SaaS Solution, please contact EcoClaim at info@ecoclaim.ca.