Organimi Inc. (“Organimi”, “we”, “us” and terms of similar meaning) provide this web site and the services provided by or through this web site to you subject to these terms and conditions of use (these “Terms”).
In these terms we call this web site, any successor web sites (together, the “Site”) and the software we provide associated with the Site the “Application”. The Application includes (i) your use of the Organimi API, and the use of the Organimi API by third parties authorized through your Organimi account to use your User Content (as defined below) through the Organimi API, and (ii) your use of any software or services provided by third parties through the Organimi Site for use with the Application (in these Terms we call these third party software or services “Add-ons”). We refer to the services provided by the Application as the “Services”. Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services. The Services are not intended to be used by children. You must be at least of the age of majority to use the Services. In these Terms, our customers and their staff members to whom they give “staff” access to their Organimi account are called “Subscribers”, and our customers’ customers who use the Services (for example, to view or pay Subscribers’ org charts, photoboards or other information) are called “Customers”. In these Terms, users of the Services, whether they are Subscribers, Customers, members of the Organimi forum, people who post comments on the Organimi blog, or casual browsers of the Site, are called “Users”. Organimi reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at support[at]Organimi.com. The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.
2. Registration Data; Account Security; Free and Paid Subscriptions
If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password and your API key; (c) maintain and promptly update the Registration Data, and any other information you provide to Organimi, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Organimi. You are responsible for all activity on your Organimi account, and for all charges incurred by your Organimi account. You may initially register for a trial account with Organimi. If you do so, and until we determine otherwise, you will be provided with a time limited period (currently 30 days) for access to a fully functional version of the Services. Once your trial period has expired, or if you have earlier elected, you can either subscribe for the basic Organimi Services (currently offered free of charge) or subscribe for enhanced Organimi Service with a fully-paid subscription, on either a monthly or annual basis as provided in the Application. Organimi reserves the right to change all aspects of the Service (including availability, pricing and features) at any time on notice to its Subscribers, with such changes to become effective for such Subscribers at their next regular billing date. Subscribers electing not to accept the changes may terminate their subscriptions and cease using the Services.
3. Fees; Charges; Taxes
Fees and any other charges for the use of the Application and for any Add-ons are described on the Site. They may change from time to time as determined by Organimi in our discretion. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Application or the Add-ons, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
4. Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Subscribers, Customers or other Users, is called “User Content”. For example, data about its Customers and about its timesheet entries that a Subscriber provides to the Services is User Content of that Subscriber, data about its payments that a Customer provides to the Services is User Content of that Customer, and Content that a User enters into the Organimi forum or enters as a comment on the Organimi blog is User Content of the User. User Content is that User’s property. Organimi’ right to that User Content is the licenses granted in these Terms to such User Content. Those licenses are described in Section 5 and Section 17 of these Terms. Other than the User Content, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of Organimi or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. 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 products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Organimi. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the Organimi API or an Add-on, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content. All materials contained in this website (the “Website Materials”), except Public Materials (defined below) are the copyrighted property of Organimi and its affiliates or other licensors. Unless otherwise stated, the Website Materials are protected by copyright laws, trade-mark laws, other intellectual property laws and treaties, both in Canada and world-wide, and all rights therein are reserved. You may not download or save a copy of the Website or any portion thereof for any purpose, except as otherwise specifically provided in these Terms and Conditions. You may, however print a copy of individual screens appearing as part of the website solely for your personal non-commercial use or records, provided that any marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens. All title and intellectual property rights in and to the content of the Linked Sites is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Any rights not expressly granted in these Website Terms are reserved. Organimi does not knowingly intend or attempt to offend or violate any copyright or intellectual property rights of any entity. Some images used on the Website are taken from the web and believed to be in the public domain (“Public Materials”). To the best of Organimi’s knowledge, all Website Materials and Public Materials, if any, are being used in compliance with applicable Canadian copyright law. Public Materials are provided for comment/criticism/news reporting/educational purposes only. Organimi respects the intellectual property rights of others and requires that the people who use Organimi.com do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the corporate office at Organimi with the following:
- Your username, address, telephone number, and e-mail address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf
5. Your License of Your User Content to Organimi
We do not claim any ownership interest in your User Content as contributed to and published through our Site. However, we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you leave comments on the Organimi blog or posts on the Organimi forum, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content. If you are a Subscriber and enter data in relation to a Customer and configure your account to display such data to your Customers, we need your license to that User Content to use it in the operation of the Services, and we need the right to sublicense that User Content to your Customers for that purpose. Finally we need to be able to provide aggregated information with respect to all Customers and all User Content contributed to the Site if, as or when required for purposes of granting licenses, sub-licenses or other rights to third parties with respect to their use of such aggregated information. Therefore, by posting or distributing User Content to or through the Services, you (a) grant Organimi and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. If your User Content is intended for the use of other Users (for example, if you authorize third parties to access your User Content through the Organimi API), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 5 of these Terms. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary, among other reasons, because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
6. Our License of Content to You
Organimi grants you a limited, revocable, non-exclusive, non-sub licensable license to access the Services and to view, display, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Organimi at any time. Your use of any Add-on is governed by the End User License Agreement that applies to that Add-on, and not by this Section of the Terms. That End User License Agreement is an agreement between you and the provider of that Add-on, and you acknowledge that that End User License Agreement is a binding agreement between you and that provider. Your use of the Service through an Add-on, including any Content that may be delivered to you through the Add-on, is subject to this Section of the Terms. You represent and warrant that your use of the Services and the Content will be consistent with this license 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. To request permission for uses of Content not included in this license, you may contact Organimi at the address set out at the bottom of these Terms.
7. Using Organimi APIs
- Interfere or attempt to interfere in any manner with the proper workings of the Organimi API, or create or distribute any Organimi API Implementation that adversely affects the functionality or performance of the Services or adversely impacts the behavior of other applications using the Organimi API;
- misrepresent your identity or intentions when communicating with us in relation to the Organimi API, use the developer credentials licensed to a different individual or entity, allow your credentials to be used by others, or mask your usage of the Organimi API;
- use the Organimi API in association with, or as a component of, any website that in the sole discretion of Organimi is determined to be obscene or otherwise inappropriate;
- use the Organimi API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
- use the Organimi API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
- replicate, in whole or in part, the "look and feel" of Organimi with your Organimi API Implementation;
- include in your Organimi API Implementation a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between Organimi and your Organimi API Implementation among users;
- disparage or otherwise negatively represent Organimi in your Organimi API Implementation;
- use the Organimi API for any application that attempts to replace or replicate the essential user experience or functionality of the Service;
- reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof;
- circumvent or render ineffective any IP address-based functionality or restriction imposed by the Services;
- circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect;
- build conversion functionality that converts Content from the Service to a competing product or service;
- at any time you are operating your Organimi API Implementation, solicit, interfere with or endeavour to entice away from us any of our Subscribers.
8. Use of Interactive Areas and the Services
The Services may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Services (“Interactive Areas”). If Organimi provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted;
- Content that, in the sole judgment of Organimi, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose Organimi or its affiliates or its users to any harm or liability of any type.
Finally, Organimi has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Services generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices. Any use of the Interactive Areas or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services.
9. Providing a Reliable and Secure Service
If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on request. For example, to safeguard credit card information, Organimi encrypts all stored credit card numbers, uses restrictive firewalls to protect stored data and uses 256 bit SSL certificates to encrypt data transferred between you and the Services. However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Organimi, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who enable auto-billing and choose to store the credit card information of their Customers accept these risks to the security of that credit card information. When storing credit card information using the Organimi recurring profiles module Subscribers acknowledge that they are aware of, and accept as satisfactory, Organimi' credit card protection procedures. Ultimately, credit card data is provided by Subscribers and their Customers, and they are responsible for its protection. Finally, Organimi provides the Organimi API to facilitate the use of the Services with other services on the Internet. If a third party is authorized through your Organimi account to have access to your User Content through the Organimi API, we cannot control and are not responsible or liable for the third party’s use of your User Content.
10. No Responsibility for Third-Party Material
The Site 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, including Add-ons, payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use links to Third-Party Sites and any Third-Party Content or service provided there, at your own risk. Organimi makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the Services of a link to a Third-Party Site or Third-Party Content does not imply Organimi' endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Organimi accepts 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 Services. When you leave the Services, 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. The provider of each Add-on is solely responsible for that Add-on, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Add-on, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the provider of that Add-on; Organimi is acting as agent for the provider in providing each such Add-on to you; Organimi is not a party to the license between you and the provider with respect to that Add-on; and Organimi is not responsible for that Add-on, the content therein, or any warranties or claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Organimi and its affiliates are third party beneficiaries of the End User License Agreement for each Add-on, and that, upon your acceptance of the terms and conditions of the license to any such Add-on, Organimi will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
11. Advertisements and Promotions
Organimi may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Organimi, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Organimi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.
12. Warranty Disclaimer
The Site, the Content, the Add-ons and the Services are provided to you on an “as is” basis without warranties from Organimi of any kind, either express or implied. Organimi expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Organimi does not represent or warrant that Site, the Content, the Add-ons or the Services are accurate, complete, reliable, current or error-free. While Organimi attempts to make your access to and use of the Services safe, Organimi does not represent or warrant that the Site, the Content, the Add-ons or the Services are free of viruses or other harmful components. Organimi makes no warranties or claims of any kind about the products and services referenced in this Website, corresponding newsletters and blog postings. While Organimi strives to provide current and accurate information, this Website contains and references a large number of products and it is possible that some of the prices may be incorrectly priced. Product and service performance is the sole responsibility of the suppliers, manufacturers and companies providing said products and services. Organimi is under no obligation to ensure that the order is provided to you at the incorrect lower price or to compensate you in respect of incorrect pricing. Additionally, by submitting a Contribution, you are not entitled to any financial remuneration, and the Contribution becomes the sole property of Organimi. You expressly understand and agree that your use of any Linked Sites to be accessed by you through the Website is done so at your sole risk, and that any such website is provided on an "as is" and "as available" basis. The content on any such website may contain inaccuracies and typographical errors. Organimi does not warrant the accuracy or completeness of the content or the reliability of any advice, opinion, statement, price availability or other information displayed or distributed through any such site. You acknowledge that any reliance on any such opinion, advice, statement, price availability, or other information shall be at your sole risk. To the fullest extent permissible pursuant to applicable law, in regard to any such website and all content thereon, Organimi expressly disclaims all warranties of any kind, including, without limitation, any warranty of merchantability, fitness for a particular purpose and non-infringement. Certain warranties in regard to particular products for sale on any such website may be applicable through manufacturers' warranties, though not through Organimi. Some items may come with a manufacturer's warranty, which will vary from product to product. See the warranties included in the documentation, along with the products for further details regarding warranties provided by manufacturers of products, available through any such site. Organimi does not make any warranty that any such website will meet your requirements, or that any such website will be uninterrupted, timely, secure, or error free, or that defects in the site, if any, will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through any such website is at your own discretion and risk and that you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.
13. Limitation of Liability; Indemnity
In no event, including, without limitation, negligence, shall Organimi, its principals, subsidiaries, affiliates, agents, officers, directors, employees or suppliers, or any of their officers, directors, employees or agents, be liable to any entity for any indirect, special, exemplary, consequential, punitive or other damages, (including, without limitation, any lost profits, business interruption, loss of information or programs or other data on your information handling system), that arise out of or otherwise are related to the use of, or the inability to use, the content or the Website or any Linked Site, the statements of any third party on any such site, or unauthorized access to any such site, your transmissions, your account or your password, even if Organimi is expressly advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above may not apply to you. If, notwithstanding the foregoing, Organimi should be found liable for any loss or damage which arises out of or is in any way connected with any of the functions or uses of the Website or its content, the liability of Organimi shall in no event exceed in the aggregate $100 CAD. You waive and shall not assert any claims or allegations of any nature whatsoever against Organimi, its affiliates or subsidiaries, their sponsors, contractors, advertisers, 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 Site, the Content, the Add-ons or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, 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 Site, the Content, the Add-ons or the Services. You use the Site, the Content, the Add-ons and the Services at your own risk. Without limitation of the foregoing, neither Organimi 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 the use of or inability to use the Site, the Content, the Add-ons or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content, the Add-ons or the Services or other information obtained from Organimi or any other Released Party or accessible via the Site, the Content, the Add-ons or 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 Organimi or any other Released Party's records, programs or services. In no event shall the aggregate liability of Organimi, 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 Site, the Content, the Add-ons or the Services exceed any compensation paid by you for access to or use of the Site, the Content, the Add-ons or the Services, as the case may be, during the three months prior to the date of any claim. You shall defend, indemnify and hold harmless Organimi and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content, the Add-ons and the Services, and if you are a Subscriber, from your Customers’ use of the Services and from the use of the Site, the Content, the Add-ons and the Services by any person to whom you give access to your account (including as staff), including any claims made by any person that any of your, and if you are a Subscriber, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party.
15. Applicable Laws and Location For Proceedings
The Services are controlled by Organimi and operated by it from its offices in Waterloo, Canada and elsewhere. You and Organimi both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Organimi explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content, the Add-ons or 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 pre-existing, present or future) involving Organimi and arising out of or relating to (a) these Terms; (b) the Site, the Content, the Add-ons or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, the Add-ons or the Services; or (d) the relationships that result from these Terms or the Site, the Content, the Add-ons 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 Organimi related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Organimi. 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 Organimi and the other Released Parties for your failure to comply with any such laws.
16. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Organimi reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the Organimi API; (b) block or prevent your future access to and use of all or any portion of the Services or Content (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content through the Organimi API; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
17. Inactive Accounts; Termination of Agreement
If your account is inactive for at least two months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at support[at]Organimi.com . If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice. You and Organimi may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination) including for any Add-ons you may be using. When your Organimi account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections 4, 9, 10, 12, 13, 15, 17, 18 and 19 and any representation or warranty you make in these Terms, shall survive indefinitely.
18. User Conduct
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content, including text, music, sound, photographs, graphics, video, messages, Contributions or other materials, that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts, invasive of another's privacy, or hateful;
- "Stalk" another;
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Harm minors in any way;
- Impersonate any person or entity, including, but not limited to, a Organimi.com official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted to or through the Website;
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs , or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity, or surreptitiously intercept or expropriate any system, data or personal information;
- Act in a manner that negatively affects other users' ability to engage in the Website or Services;
- Engage in any activity that is contrary to or which would adversely affect the purpose or intention of the Website or Services, including but not limited to, actually or attempting to manipulate, corrupt or otherwise affect the outcome of the Services, in whole or part, by, among other methods, subscribing another party without their authorization or registering multiple subscriptions under the same or different names;
- Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or Intentionally or unintentionally violate any applicable local, state, national or international law.
You also agree that you will not harvest, collect or store information about the users of this Website or the Content posted by others on this Website or use such information for any purpose inconsistent with the purpose of this Website or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications. The prohibited acts listed above are not exhaustive. You acknowledge that Organimi is not responsible for material submitted to Organimi.com or posted to the Website by users. Organimi.com does not pre-screen but does monitor and review the Content posted by users, and does have the right (but not the obligation) at their sole discretion to refuse or remove any Content, in whole or part, that, in Organimi’s judgment, does not comply with these Terms and Conditions or is otherwise undesirable, inappropriate or inaccurate. Organimi is not responsible for any failure, non-failure or delay in removing such Content. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to Organimi.com, and you agree to immediately notify Organimi of any unauthorized use of the Services or any other breach of security known or suspected by you. You acknowledge and agree that Content you view, submit or post is at your own discretion and risk, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any information, data, text, music, sound, photographs, graphics, video, messages or other materials created by Organimi.com or submitted to Organimi.com, including Content. You further acknowledge and agree that the views expressed on the Website do not necessarily reflect the views of Organimi, and Organimi does not support or endorse Content (including any Contribution, whether or not edited by Organimi or its designee or presented on the website edited or unedited, in whole or in part, or alone or with other content) posted or submitted by you or any user.
19. Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control, including, without limitation:
- strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- impossibility of the use of public or private telecommunications networks;
- The acts, decrees, legislation, regulations or restrictions of any government.
20. Freemium, Refund and Cancellation Policies.
Free Use Trial Version.
We offer Organimi for organizations to use for free for up to 75 members under our trial evaluation program. We reserve the right to change these terms and conditions in future.
Users of the free version of Organimi may elect to subscribe to one of our subscription plans. These plans are offered on an annual basis. Plan details can be found at www.organimi.com/pricing.
Refund and Cancellation Policies. Organimi charges and collects in advance for use of the Organimi service. All services rendered are non-refundable. Once a customer selects a subscription plan and provides billing information, Organimi will set your account renewal date at the closest 15th day increment to the middle or end of the twelth month following your activation date. For example, if you subscribe any time from the 1st to the 15th of a month your subscription is set to renew on the 1st of the month following the twelfth month of your subscription. If you subscribe at any time from the the 15th to the 31st day of a month, your subscription is set to renew on the 15th of the month following the twelfth month of your subscription. All subscriptions renew automatically on the renewal date unless cancelled in writing. Customers can cancel anytime by emailing a notice to: firstname.lastname@example.org. Customers will receive an email from Organimi confirming that their subscription has been cancelled.
Important: A grace period of 7 calendars days is provided from the date of initial purchase for a customer that has acquired a paid subscription to Organimi to request a refund. Refunds requested in writing to email@example.com for verified and processed purchases will be provided in full, less a 10% administrative fee, as scheduled by Organimi with its third party payment processor, following confirmation of a valid purchase order. Organimi accepts no liability or responsibility except to remit a refund payment to such processor, net of administrative charges indicated. Except as stated, no refunds or credits for partial months, quarters or years of service will be refunded to a customer upon cancellation.
Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the customer is responsible for payments of all such taxes, levies, or duties. The fees that Organimi charges for the monthly, quarterly, or yearly software services exclude taxes, phone, and internet access charges, as well as other data transmission charges. Any currency exchange settlements are based on the customer's agreement with the payment method provider. To be clear: these taxes and charges are the customer's responsibility.
21. General Provisions
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. Organimi 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 the prior written consent of Organimi, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Organimi regarding your use of the Site, the Content, the Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Organimi regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this 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.
21. Questions, Comments and Information
If you have any questions, comments or require further information regarding these Terms or your use of the Services, please contact us at firstname.lastname@example.org.