Thank you for using the websites, applications and services offered by Broken Leg Software, Inc. d/b/a Odeumate (together with its subsidiaries and other affiliates, "Odeumate", "we", "us", "our"). Odeumate's websites, services, mobile applications and other applications and any related software, as well as improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes thereto, are referred to collectively as the "Odeumate Services". This User Terms of Service Agreement (the "User Terms") governs access to and use of the Odeumate Services by visitors ("Site Visitors") to our websites (the "Site") and individuals authorized by an Odeumate customer ("Customer") (such individuals, "Authorized Users" and collectively with the Site Visitors, "you" or "Users").
PLEASE REVIEW THESE USER TERMS CAREFULLY. BY ACCEPTING THESE USER TERMS OR USING ANY OF THE ODEUMATE SERVICES, YOU AGREE THAT THESE USER TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US.
Nothing in these User Terms limits or excludes any rights you may have under applicable Canadian or British Columbia consumer protection law that cannot be waived by agreement.
THESE USER TERMS CONTAIN AN AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER IN SECTION 8, WHICH REQUIRES THAT CERTAIN DISPUTES BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY.
1. Customer's Choices and Instructions
1.1 What This Means for You — and for Us
Customer has separately agreed to our Customer Terms of Service Agreement (the "Customer Agreement") that permits Customer to create and configure an Odeumate account so that Authorized Users may register or otherwise access the Odeumate Services. You acknowledge that certain data you submit is "Customer Data" as defined in the Customer Agreement and is owned by Customer.
1.2 The Relationship Between You, Customer and Us
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER'S RESPONSIBILITY TO (A) INFORM YOU OF ANY RELEVANT POLICIES AND SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN NECESSARY RIGHTS AND CONSENTS; (C) ENSURE LAWFUL TRANSFER AND PROCESSING; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU. ODEUMATE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE".
1.3 You Are Here At the Pleasure of Customer (and Us)
These User Terms remain effective until your access has been terminated by Customer or us. Contact Customer to terminate your account.
1.4 Authorized Representatives
If you are an Authorized Representative, you may access the Odeumate Services solely to provide services to Customer in accordance with Customer's instructions and applicable law.
2. User Limitations
2.1 You Must be Over the Legal Age
Users must be at least 16 years of age in Canada, the European Economic Area, and other jurisdictions where applicable law requires a higher minimum age; or at least 13 years of age in the United States and other territories where no higher minimum age applies under applicable law. Users must not be otherwise barred from using the Services under applicable law.
2.2 You Must Follow the Rules
Prohibited Activities include but are not limited to:
- reverse engineering or decompiling the Odeumate Services;
- reselling, licensing, or assigning the Services;
- using Customer Data for benchmarking or commercial exploitation;
- building a competitive product;
- sharing your credentials;
- scraping data or using automated tools;
- tampering with or probing system security;
- sending payments to sanctioned entities;
- overloading servers or impairing the Services;
- exploiting bugs for commercial gain;
- engaging in harassing, fraudulent, or illegal activity.
3. Privacy; Confidentiality
For information about how we process your personal information, please see our Privacy Policy. Each party will protect the other's Confidential Information with reasonable care and use it only for fulfilling obligations under these User Terms.
4. Proprietary Rights
4.1 Limited License
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Odeumate Services in accordance with these User Terms.
4.2 Odeumate's Ownership Rights
All right, title, and interest in the Odeumate Services remain vested in Odeumate. Our trademarks may not be used without express permission.
4.3 Your Content
You grant Odeumate a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute your User Content. You represent that you have all necessary rights to provide such content.
4.4 Third-Party Materials
We have no responsibility for third-party products, services, or content integrated with or linked from the Odeumate Services.
4.5 Feedback
Odeumate has the full right to use any Feedback you provide without acknowledgment, compensation, or notice.
5. Disclaimer
THE ODEUMATE SERVICES ARE PROVIDED "AS IS", "WHERE IS" AND "AS AVAILABLE". ODEUMATE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Nothing in this section excludes or limits any warranty or right that cannot be excluded or limited under applicable British Columbia or Canadian law.
6. Limitation of Liability
ODEUMATE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST DATA, LOST GOODWILL OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM.
Nothing in these User Terms limits our liability for fraud, fraudulent misrepresentation, personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
7. General Provisions
7.1 Mobile Services
Your wireless carrier's standard charges may apply when accessing the Odeumate Services via mobile device.
7.2 Consent to Electronic Delivery; Electronic Signature
Your electronic signature is the legal equivalent of your manual signature. You may withdraw consent to electronic delivery by contacting Customer, but this may affect your access to the Services.
7.3 Account Administration
You are responsible for your Account security and Credentials. Immediately notify Odeumate if you suspect your Account has been compromised.
8. Dispute Resolution, Agreement to Arbitrate, Class Action Waiver
8.1 Dispute Resolution Scope
Certain disputes must be pursued in arbitration before a neutral arbitrator rather than in court.
8.2 Agreement to Arbitrate
Any dispute shall be resolved through final and binding arbitration in Chilliwack, British Columbia, governed by the FAA and, where applicable, the NY Convention.
8.3 Exceptions
Intellectual property disputes and qualifying small claims court actions are excepted from arbitration.
8.4 Class, Joint and Collective Action Waiver
YOU AND ODEUMATE AGREE THAT ANY ARBITRATION WILL BE ON AN INDIVIDUAL BASIS. NO CLASS ARBITRATIONS, CLASS ACTIONS, OR CONSOLIDATED PROCEEDINGS ARE PERMITTED. DISPUTES MUST BE SUBMITTED WITHIN ONE YEAR OR ARE FOREVER BARRED.
8.5 Details of Arbitration Procedure
Arbitration under AAA rules, with hearings conducted by teleconference or videoconference. Each party may obtain documents and take one deposition. The arbitrator's award is based on the substantive law of British Columbia and Canada.
8.6 Consumer Opt-Out
Consumers may opt out of binding arbitration within 30 days of acceptance by emailing support@odeumate.com.
9. Miscellaneous
9.1 Assignment
These User Terms may not be assigned without Odeumate's prior written consent.
9.2 Governing Law
Governed by the laws of the Province of British Columbia. Disputes are subject to the exclusive jurisdiction of the courts of Vancouver, British Columbia, Canada.
9.3 Notices; Modifications; Termination
Odeumate may modify these User Terms from time to time. Your continued use constitutes acceptance. Notices to Odeumate: Legal Department, British Columbia, Canada, or support@odeumate.com.
9.4 Waiver
No waiver of any rights under these User Terms will be effective unless agreed to in writing by both parties. Failure to enforce any provision will not constitute a waiver of future enforcement of that provision.
9.5 Relationship
Nothing in these User Terms constitutes any association, partnership, employment, agency, or joint venture between you and Odeumate. You have no authority to bind Odeumate in any way.
9.6 Unenforceability
If any provision of these User Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of these User Terms will continue in full force and effect.
9.7 Force Majeure
Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, or failures of third-party infrastructure providers.
9.8 Entire Agreement
These User Terms, together with the Customer Agreement and the Privacy Policy, constitute the entire agreement between you and Odeumate with respect to your access to and use of the Services, and supersede all prior or contemporaneous agreements, representations, or understandings. The English language version of these User Terms controls in the event of any conflict with a translated version.
9.10 Third Party Beneficiaries
Except as set forth in Section 1.4 (Authorized Representatives), no third party is an intended beneficiary of these User Terms.