SusTern ηoryX™

Terms of Use

Welcome to ηoryX™, which is provided by SusTern™ Inc. (“SusTern™”, “we”, “us” and terms of similar meaning). You are reading the terms of service (the “Terms”), which govern the relationship and serve as an agreement between you and us and which set forth the terms and conditions by which you may access and use the ηoryX™ software and website available at https://www.sustern.ca/ (the “Website”) and any related products, services and content (collectively, the “Services”). 

For the purposes of these Terms, “you” and “your” means you as the user of the Services. If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors. In these terms, we describe users of the Services, whether registered or not, as “Users”.

Please read these Terms carefully before using the Services. By accessing, using or browsing the Services, you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms from that point onwards. If you do not agree with these Terms in their entirety, you may not use the Services.

1. ηoryX™ Services

Our Services. You can use and subscribe for the Services via the Website or a third party platform such as Shopify® subject to these Terms. The Services allow you to utilize proprietary and licensed tools and materials for the purposes of consolidating information, analyzing inventory and supply chain practices, being presented with novel insights, and being provided with suggestions or the implementation thereof. 

Age Requirements. The Services are not intended to be used by children. You must be at least eighteen (18) years of age at the time you are using the Services. 

2. User Accounts; Registration Data; Account Security

User Account. In order to access and use the Services, you must register for an account (“User Account”) through our Website or on a third party platform where the Services are supported. You may not allow other persons to use your User Account, and you agree that you are the sole authorized user of your User Account. You agree to maintain the security of your User Account including as described below and not to facilitate access to the Services by any other user using your User Account. In the event that you become aware of any unauthorized use or access of a User Account or the potential thereof (i.e. lost or stolen password), you agree to notify us immediately and take any reasonable or customary action requested by us to secure access to your User Account.

When and upon registering for a User Account, you agree to (i) provide accurate, current and complete information as may be prompted through online accounts you may have with third party or social media services (such as Shopify®, Meta®, Google® or Apple® Sign-In) or by any registration forms available through the Services (“Registration Data”); (ii) comply with and maintain the security of measures, such as passwords, to prevent unauthorized access to your User Account; (iii) maintain and promptly update the Registration Data, and any other information you provide to us, and to keep it accurate, current, complete and in compliance with account security measures; and (iv) accept all risks of unauthorized access to the Registration Data and any other information or material you provide to us. 

We will not be liable for any loss or damage from your failure to comply with this obligation. You shall at all times be responsible and liable (to us and to others) for all actions conducted through and related to your User Account

Disabling your User Account. We reserve the right to disable your User Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your User Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

Signing-In Through Third-Parties. We may permit you to register for and log on to the Services via certain third-party services (such as Shopify®, Google® or Apple® Sign-In). The third party’s collection, use, and disclosure of your information will be subject to that third-party service’s privacy notice. Further information about how we collect, use, and disclose your personal information when you link your User Account with your account on any third-party service can be found in our Privacy Policy.

3. Privacy Policy

Your Information. Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on our Website and are incorporated herein by reference. By using the Services, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

4. Your License to Use the Services; License Restrictions

License to Use the Service. Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services and to access Our IP (as defined below) through your use of the Services (the “License”). You acknowledge and agree that we may terminate this license at any time for any reason or no reason.

License Restrictions. The License is subject to these Terms. Specifically, you may not:

(a) make or distribute unauthorized copies of the Services, Our IP included in the services, or any portions thereof;

(b) alter, merge or translate the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form;

(c) modify or create derivative works based on the Services;

(d) incorporate the Services or any portion thereof into any other program or product;

(e) remove or modify any copyright, trademark or other proprietary notices that have been placed in the Services;

(f) use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;

(g) interfere with or attempt to interfere with the proper working of the Services, disrupt our Website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;

(h) use automated scripts to collect information from or otherwise interact with the Services except via an application programming interface (API) provided by us through the services;

(i) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from US; 

(j) circumvent, reverse engineer, modify, disable, or otherwise tamper with any security technology that we use to protect the Services or encourage or help anyone else to do so; and

(k) use the Services, in whole or in part, in connection with any public presentation even if no fee is charged.

You represent and warrant that your use of the Services will be consistent with this License, exclusively for the use of the Services and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law. 

5. Intellectual Property, User Data, and Third Party Integrations

Our IP. You acknowledge that to provide you with the Services we have expended considerable resources in developing, obtaining, and protecting intellectual property and corresponding rights therein (“Our IP”). Our IP includes, but is not limited to, content, materials, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Website, Services, and other services we offer or have made preparations to offer and all related intellectual property rights whether registered or otherwise. You agree that Our IP is owned by us, all rights to Our IP and those of our licensors are expressly reserved, and that no rights are acquired by you, whether by assignment or license, by your use or subscription to the Website or Services, except as otherwise provided by these Terms. Use of Our IP for any purpose not expressly permitted by these Terms is strictly prohibited. Our IP may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. 

All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any third party services, product offerings, or other information, by trade name, trademark or otherwise are for notification and information purposes only and do not constitute or imply endorsement, sponsorship or recommendation thereof by us or the respective owners. 

Disclosure of User Data by Users. In order to receive the Services, Users may choose to upload, post, transmit or otherwise make available information and content, including without limitation, financial, employment, or health-related information, as well as text, photographs, videos, presentations, sound recordings and other data or content (the “User Data”).  

Third party/Open Source Content and Software. The Services may contain or provide the ability to integrate the Services with third party content, third party software and/or open source software (the “Third Party Integrations”). The Services may also enable Users to connect or make available such User Data to third parties through such Third Party Integrations. Users understand and acknowledge that Third Party Integrations are subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). By accepting these Terms and by using the Services together with the Third Party Integrations, Users are also accepting the applicable Third Party Licenses. To view these Third Party Licenses, please contact support@sustern.ca. Users agree that we shall have no liability arising from the use of any content or software made available from such third parties and the Third Party Integrations. Users also understand and acknowledge that we may modify or cancel such integrations at any time, without notice. You acknowledge that we do not provide or endorse any such information, insights, third party products and services, or any content that may be published and/or shared by third parties or otherwise presented on the Services through such Third Party Integrations, and the use of the Services shall not be considered as substitute for professional advice, including but not limited to financial, legal, health, or tax advice.

User Inputs and Outputs. For the purposes of these Terms, User Data and other information that is disclosed by the User in connection with the Services, including User Data provided to us via Third Party Integrations, shall be deemed “Inputs” (each, an “Input”). Information presented to the User or actions executed via the Services, User-specific notifications, User-specific product and service offerings, and information content provided or facilitated by third party service providers or Third Party Integrations, shall be deemed “Outputs” (any portion thereof, an “Output”). Output from the Services may not be unique, and other users may receive similar output from the Services.

You understand and acknowledge that an Output is not meant to be a replacement for professional advice and may not be accurate. Further, you understand and acknowledge that artificial intelligence and machine learning are evolving technologies. As such, you understand and acknowledge that the Outputs are made available through the Services may not be accurate or reflect real and/or reliable information. When using the Services, you understand and agree that (i) any Output may not be accurate, and that you will not refer to such Output as factual information or as a substitute for financial, legal, medical, or other advice; (ii) that you are solely responsible for evaluating the accuracy of such Output; (iii) that if you use the Output for any purpose that can have material consequence, including with respect to legal, medical, employment, or financial matters you do so at your own risk; and (iv) the Services may deliver Output that is not endorsed or affiliated with us and is not representative of our views.

Ownership of the User Data and Your License of Your User Data. We do not claim any ownership interest in your User Data. However, by providing us with access to your User Data via the Services, you hereby grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully transferable, fully-sublicensable, worldwide license to use your User Data, Inputs and Outputs solely to perform and improve the Services pursuant to these Terms. Concerning any User Data, Inputs, or Outputs made available to or processed by third parties via Third Party Integrations, the User understands, acknowledges, and agrees that:

(a) user Inputs may be transmitted by us to third party services providers in order to generate and retrieve Output from such providers; all such transmitted and retrieved User Data shall be encrypted in transit according to industry standard encryption protocols.  

(b) we only collect, possess, store, or otherwise use User Data as necessary to perform or facilitate the Services;

(c) we collect and analyze non-identifying analytics data, such as Users’ quantitative usage metrics and other statistical information, relating to the User’s use of various aspects of the Services, and analyzes such data to improve and enhance the Services, as well as to diagnose and correct issues associated with the Services;

(d) we may process stored User Data to directly improve the quality of (and/or customize the experience of) the Services. This may include training internal artificial intelligence models for general product improvement or User-specific personalization; and

(e) such User Data may be subject to Third Party Licenses.

Right to Monetize and Advertising. You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions and usage data, and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You can opt-out of the sale of your usage data by checking the relevant box located on the form in your user account settings or by sending us an email stating your request to support@sustern.ca.

Disclosing your User Data. We also reserve the right, at all times and in our sole discretion, to disclose any User Data and other related information for, without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce these Terms; (c) to protect our legal rights and remedies; (d) if we, in our reasonable discretion, believe that someone’s health or safety may be threatened; or (e) to report a crime or other offensive behavior. 

6. Free Trial, Subscription, and Payment

Free Trial. Upon acceptance of the Terms, Users may navigate the Services as part of a free trial (“Free Trial”) for a free trial period (the “Free Trial Period”). To participate in the Free Trial and to access the Services, you must provide us with a valid and accepted payment method. At the end of the Free Trial Period, you will be automatically charged the price of a Subscription and will continue to be charged until you cancel such Subscription. To avoid any charges, you must cancel the term of your Free Trial before the end of the Free Trial period.

Subscription and Fees. Upon the expiry of the Free Trial Period, the Services are made available to Users pursuant to a paid subscription (“Subscription”). Subscriptions will be offered on a tiered basis and shall be subject to the terms and limitations more particularly described on the Website or through a third party partner platform. Users who wish to subscribe for the Services will be charged Subscription fees plus applicable taxes (the “Fees”) as more particularly described on the Website or the third party platform at the time of registration. Subscriptions will automatically renew in the manner more particularly described on the Website or the third party platform at the time of registration unless cancelled in accordance with these Terms. You may cancel your Subscription at any time through the Services or linked third party platform, however you agree that all paid Fees are non-refundable.

Payment. If we are required to collect or pay any taxes in connection with your purchase of a Subscription, such taxes will be charged to you at the time of each purchase transaction. You agree that we will charge the payment method on file on the first day of each billing period for the Subscription or according to the billing systems of the third party platform through which you registered you User Account, and if the payment method on file becomes invalid due to an expired credit card or other reason and we are unable to charge you on the next billing period, you may not be able to access the Services until you update your payment method and amounts owing are paid. If you fail to update your payment method within a reasonable time after receiving the notice, we reserve the right to cancel your Subscription. Payments for the Services will be made using a pre-authorized third-party payments service provider, which will charge your payment method and be responsible for managing any issues with your payment, including any applicable refunds. You agree to read, accept, and comply with any terms of service of such third-party payment provider selected by us from time to time.

7. Discounts

We may offer discounts for Services from time to time. Additional terms and conditions, including eligibility criteria, may apply to such plans and any such additional terms will be made available to you prior to purchase. 

8. Changes to Subscription Fees

Subscription Fees for Services may change from time to time, at our sole discretion. Any changes to the Subscription Fees for Services will only apply following reasonable notice to you in accordance with Section 17. If we notify you of a price change for a Subscription to the Services and you do not want to continue subscribing at the revised Fees, you can cancel the Subscription before the start of the next billing period in which the new Subscription Fee would apply.

9. Cancellation and Termination

You may cancel your Subscription, and such cancellation will take effect at the end of the current billing period. You will continue to have access to the Services from the time you cancel until the start of the next billing period. No refunds or credits will be provided for any unused days within your ongoing billing period.

10. Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Feedback”), provided by you to us is our confidential information and shall be considered Our IP. We shall own exclusive rights, including all corresponding intellectual property rights, in the Feedback. We shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to keep the Feedback confidential and to comply with any reasonable request to establish our ownership in the Feedback including executing any corresponding assignments or assisting with any intellectual property rights applications such as for any patent or registration of any trademark or copyright.

11. Links to Other Sites, Linking, and Framing

The Services may contain links to third party Web sites (“Third Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. You use links to Third Party Sites, and any Third-Party Content or service provided there at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, Third-Party Content or Third-Party Sites. We provide these links and content only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Site. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

12. Advertising

As part of the Services, we may include advertisements provided by us and/or a third party, which may be targeted to the User Data or information on the Services, queries made through the Service, or other information. The types and extent of advertising on the Service are subject to change. In consideration for us granting you access to and use of the Services, you agree that us and our third-party providers and partners may place such advertising on the Services or in connection with the display of User Data. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.

13. Warranty Disclaimer

THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM SUSTERN™ INC. OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER DATA OR OUTPUT. SUSTERN™ INC. CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES.

IN ADDITION TO THE DISCLAIMERS SET OUT UNDER SECTIONS 14 AND 15 BELOW, SUSTERN™ INC. DOES NOT REPRESENT OR WARRANT THAT ANY OF OUR IP, CONTENT OR OUTPUT IS ACCURATE, COMPLETE, UP TO DATE, RELIABLE, CURRENT OR ERROR-FREE. THE INFORMATION AND MATERIALS IN THE OUTPUT HAVE NOT BEEN VERIFIED OR APPROVED BY US, AND UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S USE OF THE SERVICES OR ANY USER DATA POSTED ON OR THROUGH THE SERVICES OR TRANSMITTED TO OR BY USERS, WHETHER ONLINE OR OFFLINE. SUSTERN™ INC. IS NOT LIABLE FOR ANY STATEMENTS OR REPRESENTATIONS INCLUDED IN ANY OUTPUT. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE SERVICES OR THE THIRD PARTY INTEGRATIONS AND OUTPUT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

14. No Financial Recommendations, Medical Advice, or Other Professional Advice

You acknowledge and agree that when you view financial-related content, health-related content, insurance-related content, tax-related content, or any other content or information on the Services, including any Output, you are doing so at your own risk. All content on our Services, including any Output is provided for general information and entertainment only. It is not intended to provide or be a substitute for tax, legal, insurance, health, employment, investment advice, or any form of professional advice whatsoever. You should consult a lawyer, tax professional, certified financial advisor, medical professional, or similar regarding your specific legal, tax, financial, insurance, and/or or medical situation(s) or need(s). 

15. Securities Disclaimer

SUSTERN™ INC. IS NOT A TAX ADVISOR, BROKER, FINANCIAL ADVISOR OR INVESTMENT ADVISOR. THE SERVICES ARE NOT INTENDED TO PROVIDE TAX, LEGAL, FINANCIAL OR INVESTMENT ADVICE, AND NOTHING ON THE SERVICES SHOULD BE CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION FOR ANY SECURITY. You understand that no content published on the Services, including any Output, constitutes a recommendation that any transaction or investment strategy is suitable for any specific person. You further understand that we are not advising you personally concerning the nature, potential, value or suitability of transaction, investment strategy, or other matter. To the extent that any of the content published on the Services or presented as an Output may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person. You understand that an investment in any security is subject to a number of risks, and that Output related to any security published or made available via the Services will not contain a list or description of relevant risk factors. 

16. Limitation of Liability; Indemnity

YOU WAIVE AND SHALL NOT ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST SUSTERN™ INC., ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO ALLEGED INACCURACY OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY OUTPUT, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SERVICES. YOU USE THE SERVICES AT YOUR OWN RISK.

WITHOUT LIMITATION OF THE FOREGOING, NEITHER SUSTERN™ INC. NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE SERVICES OR OTHER INFORMATION OBTAINED FROM SUSTERN™ INC. OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SUSTERN™ INC. OR ANY OTHER RELEASED PARTY'S RECORDS, PROGRAMS OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SUSTERN™ INC., WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES EXCEED THE HIGHER OF: (A) THE AMOUNT PAID BY YOU TO SUSTERN™ DURING THE SIX MONTHS PRIOR TO THE DATE OF ANY CLAIM; OR (B) CAD $100.00. 

Indemnity. You shall defend, indemnify and hold harmless SusTern™ Inc. and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Services, the use of the Services by any person to whom you give access to your User Account, any User Data you post or share on or through the Services or otherwise, or any violation of these Terms or any law, rule, regulation or order, or the rights of any third party. 

17. Communications

Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 19), may be provided in any of the following ways.  First, we may contact you at the contact information you provide in your Registration Data. Second, we may post a notice to you in the profile area of your account on the Services. Third, we may post the notice elsewhere on the Website. When we post notices on the Website, we post them in the area suitable to the notice. It is your responsibility to periodically review the Website for notices.

18. Applicable Law and Venue

The Services are controlled by us and operated by it from our offices in Waterloo, Ontario. You and us both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and us explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. 

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts).  Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us.  If you have a Claim, you should give written notice to arbitrate at the address specified below.  If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify us and the other Released Parties for your failure to comply with any such laws.

19. Termination/Modification of License and Services

Termination and Suspensions by Us. Notwithstanding any provision of these Terms, we reserve the right, without notice and in our sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services; (c) change, suspend or discontinue any aspect of the Services; and (d) impose limits on the Services.

Termination of License to User Data. You can terminate the license granted by you under Section 5 for specific User Data by deleting such User Data from the Services, or generally by closing your User Account, except (a) for the reasonable time it takes to remove from backup and other systems; (b) where such data has been aggregated or anonymized; and (c) pursuant to applicable Third Party License Terms.

Changes to these Terms. We may amend these Terms or any policy or guideline of the Services from time to time and in our sole discretion, for instance when we update the functionality of our Services, or when there are regulatory changes. If we do so, we will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Website, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Website and your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree with the changes, your only remedy is to cease use of the Services. If you have any questions about the Terms, please email us at the contact address contained in these Terms below.

20. Termination of Agreement

Termination. You and us may terminate these Terms and your use of the Services at any time. Upon termination of these Terms if you want to access or use the Services again, you may have to agree to a new terms of use prior to receiving further access to the Services and any use or access of the Services may be considered an agreement to these new terms.

Survival. If these Terms expire or terminate for any reason, Sections 4, 5, 7, 9, 13, 14, 15, 16, 18, 19, 20, 21 and any representation or warranty you make in these Terms, shall also survive indefinitely.

21. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without our prior written consent, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and us regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and us regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to these Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

22. Questions and Comments

If you have any questions regarding these Terms or your use of the Services, please contact us here: support@sustern.ca.