CrowdBlink Protect - Terms of Use

December 7, 2020

CROWDBLINK PROTECT – TERMS OF USE

1.      Binding Terms Upon User

CB” or “us” or “we” shall mean CrowdBlink Technologies Inc. if the software CrowdBlink Protect (“CB-Protect”) is used in Canada or CrowdBlink Inc. if CB-Protect is used in the United States of America.

User(s)” shall mean either the enterprise or organization that has entered into a license agreement with us (“Client”), any of the Client’s permitted users who are scanning individuals through CB-Protect such as Client’s agents, employees, staff, personnel, contractors, representatives or any third parties authorized by Client to use CB Protect or any individual who are directly using CB-Protect for a self-assessment upon request from the Client.

By using CB-Protect, the User, as an authorized User under the License Agreement, agrees to these Terms of Useand these Terms of Use shall be biding upon User and shall form a contract between CB and User.

If any User does not agree to these Terms of Use, such User shall agree not to use CB-Protect and in doing so shall not be granted access to CB-Protect. No User may use CB-Protect or accept these Terms of Use if such User is not of a legal age to form a binding contract with us.

2.      License

CB-Protect, including software embedded in CB-Protect, is licensed, not sold, to the User by CB only under the terms of these Terms of Use and License Agreement between CB and Client and CB reserves all rights not expressly granted to User. The Customer or you own the media or device on which CB-Protect is recorded or stored but CB retains ownership of CB-Protect.

3.      Use of Product

Registration Information: The User agrees and understands that the User is responsible for maintaining the confidentiality of the User’s password, which, together with the User’s name and e-mail address or other User identifier (“User ID”), allows the User to access CB-Protect. The User ID and password, together with any other contact information the User provides the Company at the time of signing up for CB-Protect comprise the User’s “Registration Information.” The User agrees that all Registration Information provided to the Company will be accurate and up-to-date. The User agrees to keep the User’s password secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the User becomes aware of any unauthorized use of the User’s password or account, the User agrees to notify the Company via e-mail at support@crowdblink.com as soon as possible. The Client and/or User may not open an account if the Client and/or User is a competitor of the Company.

Permitted Uses: The Client and/or User agrees to use CB-Protect only for purposes that are permitted by these Terms of Use and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The Client and/or User agrees to adhere to any applicable privacy of personal information laws and regulations.

Unauthorized Access: The Client and/or User agrees to only access (or try to access) and use CB-Protect through interfaces provided by us. The Client and/or User shall not access (or try to access) and use CB-Protect through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The Client and/or User agrees not to use or attempt to use another User’s account. The Client and/or User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the Client and/or User, the Client and/or User’s personal information, or the Client and/or User’s affiliations with any person or entity.

Moderation of content created by the User: The Client and/or User understands and agrees that although the Company is not required to moderate the User’s use of CB-Protect, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms of Use or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.

User Responsibility: The Client and/or User agrees that the Client and/or User is solely responsible for any breach of the User’s obligations under these Terms of Use and for the consequences of any such breach. Company has no responsibility to the Client and/or User or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).

Technical Requirements: Use of CB-Protect requires internet access through the User’s computer. The User may be required to have the most up-to-date IOS operating system to use CB-Protect, and some features of CB-Protect may not be accessible with such technologies disabled.

User Responsibility for Equipment. The User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use CB-Protect.

4.      Prohibited Uses

The Client and/or Users may use CB-Protect only for lawful purposes, and may not use CB-Protect in any manner that:

(a)        breaches any applicable local, national or international law or regulation;

(b)        may in any way be considered harassment to another person or entity;

(c)        may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(d)        may in any way damage, disable, overburden, and/or impair CB-Protect server, or any network connected to CB-Protect server, and/or interfere with any other party’s use or enjoyment of CB-Protect;

(e)        is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;

(f)         harms or attempts to harm minors in any way;

(g)        will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Analytics Product customers, employees, members, or officers;

(h)        will cause sensitive personal information records of any individual (including, but not limited to, credit card information, personal health records, military information, and passport information) to be attained or used illegally or in an unauthorized manner;

(i)         will decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying CB-Protect;

(j)         will modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on CB-Protect Content that the User does not own or to which the User has rights, or to create derivative works based on CB-Protect;

(k)        will infringe upon the Company’s intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on CB-Protect in any form (including by e-mail or other electronic means), without the Company’s prior written consent;

(l)         is for the benefit of or permit a third party, who is not a registered User, to use CB-Protect;

(m)      will attempt to gain unauthorized access to, or disrupt the integrity or performance of CB-Protect or the data contained therein;

(n)        will use CB-Protect to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment

(o)        will the post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information

(p)        will disrupt the functioning of CB-Protect, in any manner; and/or

(q)        in the event that CB-Protect is being used on a mobile device shall not be used in a way that distracts the User and/or prevents the User from obeying traffic or safety laws,

In addition, Client and/or Users shall not:

a)      collect or use of any personal health information from patients of a health establishment for any purposes whatsoever;

b)      use CB-Protect to collect any personally identifiable information other than as strictly permitted by the Crowdblink Protect Privacy Policy provided, however, that notwithstanding anything to the Contrary in this Agreement, including the Privacy Policy, in no event whatsoever shall CB-Protect be used to collect name, address, passport number, gender, age, religion, sexual orientation, income, social status or ethnic origin.

and any of the foregoing (“Prohibited Uses”) may, once investigated, result in immediate account termination for a User account and agreement and/or termination of an agreement with the Client who authorized such user to access CB-Protect.

5.      No Interference

Crowdblink’s Protect, including algorithms, training materials and software, etc. are essential to Crowdblink’s business. To protect Crowdblink’s continued ownership of Crowdblink Protect, the Client agrees that it will not (each individually, and collectively, an event of “Misuse”):

c)       attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Intellitix Analytics Product or any software, documentation or data related to CB-Protect (“Software”);

d)      modify, translate, or create derivative works based on CB-Protect or any Software (except to the extent expressly permitted by CB or authorized within CB-Protect);

e)      use CB-Protect or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party or permit a third party to use CB-Protect;

f)       remove any proprietary notices or labels from CB-Protect or Software.

g)      change Crowdblink’s Software;

h)      improperly use any Client user accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Software, whether such use is with or without Client’s knowledge or consent;

i)        permit the use of CB-Protect by any third party without the written approval of Intellitix;

j)        failure to cooperate with Crowdblink’s reasonable requests for information and direction;

k)      use Crowdblink’s Software without making payment when due.

6.      Changes

Pursuant to the amendment restrictions set out in applicable law, CB may add to, discontinue or revise any aspect, mode, design, or service provided under CB-Protect which include but are not limited to the:

(a)   scope of the features;

(b)   timing of the features;

(c)    software/hardware required for access to CB-Protect; and

(d)   geographic locations or jurisdictions in which certain features may be available.

CB may amend these Terms of Use without notice for non-material amendments. In the event of a material change in the reasonable opinion of CB, we will provide the Client with thirty (30) days’ notice (or the minimum notice period as required under applicable laws, whichever is greater) of any such change (including changes in pricing) via e-mail to the e-mail address supplied to CB by the Client and/or User, setting out:

(a)   the new or amended agreement terms;

(b)   how such terms read formerly;

(c)    the date of the coming into force of the amendment;

(d)   the means in which to respond to the notice of amendment and the effects of not responding;

(e)   the option to either terminate the agreement or retain the existing agreement unchanged; and

(f)    the language of this provision with reference to the applicable consumer protection legislation rules for amending this License Agreement and making any additional requirements for amendments as prescribed by law (if any).

It is the Client and/or User’s responsibility to send such notices of material changes to all Users associated with the User’s account. CB highly recommends that each Client and/or User read any amendments carefully. Unless explicit consent is required by the law, CB has the right to assume that each Client and/or User accessing CB-Protect through CB-Protect registration has accepted the change to this License Agreement, unless such Client and/or User notify CB to the contrary, no later than fourteen (14) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such Client and/or User desires to cancel the contract or deregister or unsubscribe from access to CB-Protect. Refunds, if any, are pursuant to the provisions set out in the License Agreement.

CB will post the most current terms to the License Agreement conspicuously within CB-Protect and Crowdblink’s website and the Client and/or User’s use of CB-Protect will be subject to the most current terms as posted on CB-Protect at such time. It is the Client and/or User’s responsibility to visit this page to find any updates that may have been made to the License Agreement. Each Client and/or User hereby agrees that CB shall not be liable to such User for any amendments to the License Agreement.

7.      Compliance with Laws

User shall be fully and solely responsible for ensuring that its use of CB-Protect is compliant with all applicable laws, including without limitations, fundamental rights, privacy laws and labor standards.

8.      Personal information

The collection, handling and use of personal information collected on CB-Protect is governed by the Client’s own privacy policy. We make no use whatsoever of any personal information other than to service the Client. It is Client’s sole responsibility to obtain the appropriate consent of the User or of the individuals whose personal information is entered onto CB-Protect and to handle personal information in accordance with the applicable privacy laws. Please consult Client’s privacy policy or informational communication before using CB-Protect or contact Client directly for any enquiry on privacy matters.

9.      Limitation of Liability, Indemnification and Arbitration

The exclusive remedy of individuals who are using CB-Protect as a self-assessment upon request from the Client or of Client’s Users (“CBP User”) is to uninstall and stop using CB-Protect. CBP User agrees that any claim or action related to collection, handling or use of personal information, any labour or employment claim or dispute, fundamental rights shall not be directed against CB but towards Client directly. CBP User agrees to indemnify and hold CB harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to a breach of these Terms of Use and a violation of any law or the rights of a third party. CBP User agrees that the laws of the province of Ontario and the Federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern these Terms of Use and any dispute or claims. Any dispute which cannot be resolved through negotiation shall be submitted to arbitration governed by the arbitration rules of the ADR Institute of Canada, conducted by a single arbitrator and all in person arbitration sessions shall take place in Toronto, Canada. CB shall have the sole discretion to determine if an arbitration shall be limited to written submission only or involve oral evidence and in person hearings and proceedings.

10.    Contact us

If you have any questions concerning CB-Protect or these Terms of Use, please contact CrowdBlink Customer Service by visiting the “Contact” section of our website.