Terms of Use

Definitions

Throughout this document, additional defined terms will be referenced in Title Case and defined under this section.

1. Agreement
   1. This terms of use and privacy policy.
2. Authorized Users
   1. An individual, or corporation, or an employee, temporary employee, independent contractor of an individual, organization, or corporation, who are either Registered Users or Registered Clients.
3. Confidential Information
   1. Any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the effective date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
4. Content
   1. shall mean any information you upload or post to the Service and any information provided by you to us in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients.
5. Company
   1. TechSubmit and its subsidiaries, including Sprintforms.
6. Registered User
   1. An individual, or corporation, or an employee, temporary employee, independent contractor of an individual, organization, or corporation, registered with the Service.
7. Registered Client
   1. An individual, or corporation, or an employee, temporary employee, independent contractor of an individual, organization, or corporation, who has been invited to use the client facing features of the Service.
8. Service
   1. Any software, services, or software-as-a-service provided by us, including but not limited to Sprintforms.

Limited Licence and Use of the Service

1. Registered User is granted a non-exclusive, non-transferable, limited licence to access and use the Service.
2. Registered User grants to TechSubmit a non-exclusive, royalty-free right during Registered User’s use of the Service, to use the Confidential Information for the sole purpose of performing TechSubmit’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for TechSubmit to generate and publish aggregate, anonymized reports on system usage and content trends and type, provided they do not conflict with Registered User’s professional obligations.
3. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from TechSubmit.
4. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another application or website so as to falsely imply that it is associated with the Service, TechSubmit, or any other software or service provided by TechSubmit.
5. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
6. Registered Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, bulk short message service “SMS” or “MMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
7. Except for the non-exclusive license granted pursuant to this Agreement, Authorized Users acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with TechSubmit.
8. TechSubmit reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice.
9. TechSubmit reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by TechSubmit. Further, TechSubmit shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs.
10. TechSubmit uses one code-base for all jurisdictions. Registered User is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Registered User’s requirements, including any professional obligations of Registered Users.
11. Registered User agrees that TechSubmit may use subcontractors to fulfil its contractual obligations under the Agreement. TechSubmit shall notify Registered User by disclosing in this Agreement, from time to time, the identity of any subcontractors are engaged..
12. The Identity of Subprocessors Include:

Access to the Service

1. Registered User are permitted to access and use the Service. Registered Clients, at the invitation of a Registered User, are permitted to access and use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
2. As between TechSubmit and the Authorized User, any Content uploaded or posted to the Service remains the property of the Authorized User, including and explicitly any content by the Registered User’s invited Registered Clients. Upon Cancellation or Termination of Service, TechSubmit shall only be responsible for the return of Content directly to the Registered User or a designated Registered User in the event that the Registered User is unable to be reached.
3. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

Confidentiality

1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
2. TechSubmit and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 5 of this Agreement, or (c) as otherwise authorized by you in writing.
3. Registered Users will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service, including and explicitly by Registered Clients invited by the Registered User.
4. Registered Users will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify TechSubmit upon suspicion that a username and password has been lost, stolen, compromised, or misused.

Legal Compliance

1. TechSubmit reserves the right to provide the Confidential Information to third parties as required and permitted by Canadian 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.
2. If TechSubmit is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then TechSubmit will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Registered User may seek a protective order or other appropriate relief. Subject to the foregoing sentence, TechSubmit may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
3. TechSubmit has never:
   • turned over their SSL keys or customers’ SSL keys to anyone;
   • installed any law enforcement software or equipment anywhere on their network;
   • terminated a customer or taken down content due to political pressure;
   • provided any law enforcement organization a feed of customers’ content transiting their network.

Termination.

1. We may terminate this Agreement for cause without prior notice upon any material breach of the Agreement, including without limitation any failure to pay fees as they become due or any violation of restrictions on use.
2. YOU MAY CANCEL YOUR REGISTRATION AT ANY TIME. THERE WILL BE NO REFUNDS OF PREPAID PRODUCTS.
3. If we terminate this Agreement, we will provide you at least thirty (30) days after termination of this Agreement to retrieve any and all of your Content and Confidential Information in the form and format provided by us. We reserve the right to irrevocably delete all of your Confidential Information and data beginning with thirty (30) days after termination or cancellation.

Limitations of Liability, Indemnity, Damages

1. Limitations of Liability and Damages
   IF THERE IS LIABILITY IN ANY LEGAL PROCEEDING FOUND ON THE PART OF COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS, IT WILL BE LIMITED TO THE AMOUNT PAID TO COMPANY FOR SERVICES, EXCEPT AS PROVIDED IN AND PURSUANT TO THE ARBITRATION AGREEMENT, BELOW. UNDER NO CIRCUMSTANCES WILL SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BE AWARDED, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
2. Indemnity
   You agree to defend, indemnify and hold Company, its affiliates, officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, attorneys, suppliers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of your use of the Service and/or the Website, your violation of the Terms, or your breach of any of the representations and warranties herein.
3. Limitation of Damages
   YOU ACKNOWLEDGE THAT COMPANY HAS SET ITS PRICES AND PROVIDED ACCESS TO OR USE OF THE WEBSITE AND THE SERVICES, AND/OR ANY CONTENT IN RELIANCE OF THE LIMITATIONS OF LIABILITY AND DAMAGES AND THE INDEMNITY SET FORTH HEREIN, AND THAT THOSE PROVISIONS FORM AN ESSENTIAL BASIS UPON WHICH THESE TERMS ARE ESTABLISHED, AND UPON WHICH COMPANY HAS PROVIDED TO YOU ACCESS TO OR USE OF THE WEBSITE AND THE SERVICES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DAMAGES AND THE INDEMNITY SET FORTH HEREIN SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.