Terms Of Service
Last Modified: March 2015
In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") for a legally binding agreement which govern your access to and use of Colarosa Ltd.’s, ("we", "us" or "our") website ("Website") and our online software as a service platform (the "Service").
THERE ARE TERMS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE HEREIN, BEFORE USING THE WEBSITE AND SERVICE.
BY USING OUR WEBSITE AND SERVICE, YOU, THE USER (HEREIN "YOU" OR "YOUR"), REPRESENT AND WARRANT THAT:
YOU ARE OF THE AGE OF MAJORITY; AND
YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.
IF YOU ARE NOT OF THE AGE OF MAJORITY OR DO NOT AGREE TO THESE TERMS PLEASE STOP USING THE WEBSITE AND SERVICE AND CONTACT US IMMEDIATELY.
IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF, OR IN THE EMPLOY OF AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, "YOU" AND "YOUR" WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY.
FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND COLAROSA LTD..
AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS BY UPDATING THIS PAGE. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR SERVICE, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND SERVICE AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE WEBSITE AND SERVICE AND TERMINATE YOUR ACCOUNT.
About Our Website and Service
We own and operate, in conjunction with our contractors, the Website and related online Services. To learn more about our Website, Service and complete offering, please visit:
All users of our Service or Services must register for an account. You are required to provide your full legal name or username, a valid email address, and any other information reasonably requested by the Service.
Whether you signed up for a free trial, pay for your account access individually or access your account at the enterprise level (for example through an employer, contractor, university, or other organization) you agree that access to your account or accounts constitutes good and valuable consideration in exchange for agreeing to these Terms.
Upon establishing a user account with us, we hereby grant you a worldwide, non-transferable, non-exclusive license to access the Service in accordance with these Terms, but reserve the right to revoke said license and your access to our Website and Service without cause or justification.
Additional terms, including but not limited to, subscription duration, free trials, price, tax, account access and payment may be specified or implied on the Website and/or the Service. Those terms, as amended from time to time, are hereby incorporated by reference and form part of this agreement. If any terms posted to the Website or Service concerning price, free trials, tax, subscriptions or duration are posted in error, we reserve the right to amend those terms. You agree to pay any and all taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account and access to the Website and Service.
Unless indicated otherwise on the Website or Service, any account upgrade or downgrade, will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
You acknowledge that downgrading your account or pricing plan may cause the loss of features or capacity of your account.
Access to your account is not transferrable and is only intended for the individual or entity that established the account.
Upon setting up an account you will be required to create a password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. You agree to immediately notify us of any unauthorized use of your account.
You understand that the technical processing and transmission of the Website and Service, including your content, may be transferred unencrypted, hacked or stolen by third-parties and involve transmissions over various networks and devices.
Proprietary Rights Notices
Our Website and Service contain open source and public domain content, licenced content as well as proprietary content owned by third parties. You are not permitted to copy or distribute any content (including but not limited to text, images, videos and audio) on the Website or Service without express consent of the owner.
All other contents of the Website and Service, including but not limited to the computer code underlying the Website and Service, are the property of Colarosa Ltd. and/or our independent providers of content ("ICPs") with all rights reserved.
Your Content Is Your Content
We do not review or pre-screen the contents of electronic data uploaded or posted to the Service by you or other users (“User Content”). We claim no intellectual property ownership rights with respect to your User Content. However, you hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service. This license ends when you delete your User Content from the Service. Keep in mind that when you delete your User Content, it is deleted in a manner similar to emptying the recycle bin on a computer.
In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the Terms of this agreement.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violate any party’s intellectual property or these Terms.
Property and Feedback
All right, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of Colarosa Ltd. and our licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.
All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.
At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms. Any unauthorized use of our property will be prosecuted to the fullest extent of the law.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at email@example.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringers account.
We reserve the right to provide your content and information uploaded to our Service to third parties if required by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
If we are required by law to make any disclosure of your content or information we may provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.
Whether or not affiliated with sites that may be linked to our site, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users provide links and references to material on other websites not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
ACCEPTANCE OF RISK
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
LIMITATION ON LIABILITY
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU (IF ANY) TO US OVER THE PRECEEDING THREE (3) MONTHS.
YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE, AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
Terms Apply to API Client Providers and Users
In some cases, we may permit the use of our Application Programming Interface ("API") to certain individuals and businesses ("API Provider"). You agree that these Terms shall be binding on you if you are an API Provider, or if you are accessing our Service, data or information from an API client application (“API Client”).
You agree that we, our affiliates, officers, directors, employees, contractors, agents, suppliers and licensors shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we were advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API.
We reserve the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
INDEMNIFICATION AND HOLD HARMLESS
YOU AGREE TO INDEMNIFY US FOR ANY AND ALL CLAIMS BROUGHT AGAINST US BY YOUR CLIENTS, CUSTOMER’S, USERS OR ANY OTHER THIRD PARTY RELATING TO OR ARISING FROM YOUR OR THEIR USE OF OUR WEBSITE, SERVICE OR AN API CLIENT. THIS INDEMNIFICATION INCLUDES THE COST OF DEFENDING ANY LEGAL PROCEEDINGS AND ANY DAMAGES PAYABLE WHETHER BY SETTLEMENT OR JUDGMENT.
YOU ACKNOWLEDGE THAT WE USE THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE AND RELATED TECHNOLOGY REQUIRED TO RUN THE SERVICE.
YOU AGREE THAT WE SHALL HAVE SOLE CONTROL OF THE DEFENCE TO ANY LEGAL PROCEEDING COMMENCED UNDER THE ABOVE PROVISION. HOWEVER, YOU SHALL NOT BE OBLIGATED TO INDEMNIFY US UNDER ANY SETTLEMENT MADE WITHOUT YOUR CONSENT, UNLESS YOU HAVE FAILED TO PAY THE ONGOING EXPENSES ASSOCIATED WITH DEFENDING THE PROCEEDINGS ON A MONTHLY BASIS.
Law of the Contract
This agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, as it is applied to agreements entered into and to be performed entirely within such province.
Any dispute, controversy or claim arising out of or relating to these Terms (or documents referred to herein), including any question regarding their existence, interpretation, validity, breach or termination or the relationship created by them shall be referred to and finally resolved by arbitration under the ADR Chambers Arbitration Rules, which are incorporated by reference. The place of the arbitration shall be Toronto, Ontario.
There shall be one (1) arbitrator. The language of the arbitration shall be English.
There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of Colarosa Ltd..
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
You agree to hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. You further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation By Reference
Though we would much rather you stay, you can cancel or stop using our Service at any time. We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt its use.
Upon suspension, or your or our termination of your account, all of your content will immediately be inaccessible and may be deleted from the Service.
Your suspension or termination of your access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, indemnification, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Subject to any pricing terms on the Website or Service, if you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. There will not be any prorating of unused time in your last billing cycle.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm, and therefore you agree that we will be entitled to seek extraordinary relief, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
In the course of using your account with us, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third party service providers, including but not limited to, payment processors, credit card companies and banks. You agree that nothing in those agreements shall in anyway alter these Terms or your obligations hereunder.
We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other users. We will reach out to you before taking any action except in rare cases where the level of use may negatively impact the performance of the Website and Service for other users.
Any new features that augment or enhance the current Website and Service, including the release of new tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.
Questions about the Terms can be sent to firstname.lastname@example.org.