These Terms of Use (the "Terms") are between us, the Contracting Entity, as defined below ("Koddian"; "we") and you, the user of the Services defined below ("you", the "User"). These Terms come into effect upon your acceptance thereof, including upon the creation of your account, in connection with your use of our Services, and they remain in force for as long as you use our Services (the "Term"). They set out your rights and obligations when you use our Services. For more information on how we process your personal data in connection with your use of our Services, please refer to our Privacy Policy.
1.Contracting Entity
The "Contracting Entity" is Solutions Kumojin Inc., located at 200-125 boul. Charest Est, Québec, Québec, G1K 3G5, Canada.
For any notice, question, or comment relating to these Terms, you may reach us by email at info@koddian.io.
2.Definitions
"Client" means the entity, organization, or individual, or otherwise any person identified in an agreement between Koddian and such Client, who has granted you access to the Services, and who is subject to the Services Agreement. If you are an independent contractor, you may also be the Client, in which case you are subject to both the Services Agreement and these Terms.
"Intellectual Property" means our intellectual property, including our trade secrets, computer codes and programs, trademarks, methodologies, patents, and all intellectual property rights recognized by law or under any principle of civil law or common law, whether or not such intellectual property is registered, including all applications, registrations, and rights relating to such Intellectual Property. Without limiting the generality of the foregoing, our Intellectual Property includes the mobile application and the Koddian Platform.
"Confidential Information" means all of our confidential information, as well as that of our Representatives, including our trade secrets, to which you may have access in connection with your use of our Services. Our Confidential Information forms an integral part of our Intellectual Property.
"Representatives" means our employees, directors, officers, developers, and subcontractors.
"Services" means our platform accessible through a web browser (the "Koddian Platform"), our technical support services, our professional services, such as our training and coaching services, our software development services, and any other service we make available from time to time and to which you have access through the Client who granted you access to the Services, all excluding Third-Party Services.
"Third-Party Services" means any product, service, application, technology, and software that is not included in the Services. Third-Party Services include those integrated through an application programming interface by the Client, as well as links to third-party web pages, where applicable.
3.Access to Services; Account Creation
You understand that the Services may not be available in all languages or in all regions of the world. We make no representation or warranty as to the availability of the Services, except as agreed upon between the Client and Koddian under the Services Agreement.
In order to access and use the Services, you will be required to sign in through an account. To that end, you represent that the information you provide to us is accurate and up to date. It is your responsibility to update your account information to ensure that it remains current, including in order to receive our communications relating to your use of the Services, including any important notices. Otherwise, we are not responsible if you do not receive our notices.
You are responsible for maintaining the confidentiality of your login credentials. We are not responsible for any damages or losses that may result from the disclosure or loss of your login credentials, including as a result of a privacy incident, unauthorized access to your account, or data theft. If you have concerns that your account may have been compromised, please contact the Client as soon as possible in order to change your password. The Client is responsible for managing user accounts, including revoking user access to the Koddian Platform and managing password changes when there is a risk of compromise of login credentials. Neither Koddian nor its Representatives are responsible for user management, configuration, or settings of the Services by the Client.
You are responsible for actions taken through your account, including those taken by your agents and delegates.
The Services may include Third-Party Services. Third-Party Services may have different practices from ours with respect to the security or confidentiality of data you share with them through integrations or otherwise. Neither Koddian nor its Representatives are responsible for Third-Party Services, whether or not they are identified in lists of business partners, and whether or not they are authorized.
4.Acceptable Use of Services
You understand that your use of the Services is subject to the rules set out in this section, and that in the event of a violation of these rules or these Terms, we reserve the right to suspend or terminate your access to the Services, with or without notice.
You represent and warrant that you will not use the Services, nor permit the use of the Services in a manner that would or is intended to enable their use for:
- Illegal, malicious, defamatory, harassing, or fraudulent purposes, including by impersonating any person or in order to process personal information in violation of applicable laws;
- Providing false, inaccurate, misleading, or incomplete information, including in order to commit Fraud;
- Interfering with security-related features of the Services, including by disabling or circumventing features that prevent or limit the use or copying of any content on the Koddian Platform, by reverse engineering, or by attempting to discover the source code of any part of the Services, including the Koddian Platform, except to the extent such activity is expressly permitted by applicable law;
- Using a robot or any other device for indexing, data scraping, screen sharing, screen recording, or data linking when accessing the Services, including to collect personal or confidential information without authorization, except with our express consent;
- Intentionally or negligently uploading viruses, spyware, malware, or corrupted files;
- Creating a derivative version of or copying the Platform or the App in order to create products or services that compete with the Services offered by Koddian. This includes any reverse engineering, except as permitted by law;
- Sharing access among users or with third parties, including through general access accounts, shared desks, or otherwise;
- Allowing third parties to access the Services, in particular competitors;
- Product evaluation or benchmarking purposes, whether intended for publication or not, except with our express consent.
5.Intellectual Property
The Services, including the App and the Platform, are our Intellectual Property. We reserve all rights not expressly granted herein. If you send us suggestions, recommendations, feedback, or comments regarding the Services (the "Suggestions"), you understand that we may make commercial use thereof, and you waive all rights in such Suggestions, or where such waiver is not permitted, you assign to us all of your rights in such Suggestions, and we hereby accept such assignment.
6.Limitation of Liability
Our sole liability with respect to the Services is as set out in the Services Agreement. We have no direct liability to you, except to the extent required by law. This means that you may not claim damages if you believe we are in breach of these Terms. The Client has recourse against us; please contact your employer.
You waive all recourse against us, including any class action, and you understand that only the Client may exercise such recourse, in accordance with the terms of the Services Agreement.
If you are an independent contractor, the Services Agreement also applies to you and your recourse is set out therein.
Accordingly, to the extent permitted by applicable law, neither Koddian nor its Representatives have any legal liability to you and shall not be held liable for any damages, whether direct, indirect, consequential, special, statutory, contractual, or otherwise. If you are located in Québec, this exclusion of liability does not apply to the extent excluded by law, including in respect of bodily or moral injury. Except as stated herein and subject to applicable law, we make no representation or warranty with respect to the Services, except as provided in the Services Agreement between the Client and Koddian.
7.Termination and Suspension
We reserve the right to suspend or terminate your right to access or use the Services if you are in material breach of these Terms, at our discretion. Neither Koddian nor its Representatives shall be liable for any damages resulting from such suspension or termination.
You may terminate these Terms at any time by requesting the deletion of your account from the Client.
Upon termination or expiration of these Terms, for any reason whatsoever, the provisions which by their nature are intended to survive such termination or expiration shall survive, including all limitations or exclusions of liability or warranty for the benefit of Koddian.
8.Modifications
We may modify our Services at any time, including to add or change features.
We may also modify these Terms at any time, including to comply with applicable law or to add terms and conditions applicable to new features. In such case, we will send you a written notice informing you of the modifications. If you use or access the Services after receiving such notice, you will be deemed to have consented to the modifications. However, if you disagree with the modifications, you may cease using our Services at any time by requesting that the Client delete your account. These Terms shall terminate upon the deletion of your account or as otherwise indicated herein.
9.Export Controls and Sanctions
These Terms are subject to all restrictions applicable to the export of the Services, including the Platform and the technical information related thereto (the "Product"). Such restrictions include those in force in the United States, Canada, Europe, and all relevant countries. You may not export or re-export, directly or indirectly, the Product to any jurisdiction or in any manner not permitted by applicable laws, including any applicable sanctions and in any country for which an export license is required.
You represent and warrant that (a) you are not located in a country subject to an embargo by the government of the United States, Canada, or a country of the European Union, or that has been designated by any of them as a country "supporting terrorism" or subject to sanctions; and (b) you are not listed on any list of prohibited or restricted persons maintained by these governments.
10.General
These Terms are governed by the provincial laws in force in Québec, as well as the applicable federal laws of Canada. The courts of the province of Québec shall have exclusive jurisdiction to resolve any dispute arising out of these Terms.
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity or enforceability of the remaining provisions of these Terms. Our failure to enforce the strict performance of any provision of these Terms shall not constitute a waiver of such provision or of our legal rights.
Subject to the Services Agreement, we may assign or transfer these Terms with or without notice. These Terms shall be binding upon any party to whom they are assigned or transferred. You may not assign or transfer these Terms to any third party under any circumstances, including any obligation or right contained herein. Any such assignment or transfer shall be without effect.
Neither you nor we shall contest the validity or enforceability of these Terms or any related documents on the grounds that they were accepted or signed in electronic form. These Terms constitute the entire terms and conditions applicable to your use of the Services and supersede all prior versions, communications, proposals, or representations, whether oral or written, relating to the Services or any other subject matter covered by these Terms of Use.