Thank you for using the websites, applications and services offered by Broken Leg Software Inc., doing business as 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.
SECTION 8 DESCRIBES HOW DISPUTES BETWEEN YOU AND ODEUMATE WILL BE RESOLVED, INCLUDING AN INFORMAL RESOLUTION PROCESS AND THE JURISDICTION OF THE COURTS OF BRITISH COLUMBIA.
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.
To understand how the Services are used and to improve them, we and our analytics service providers collect product-usage information and may record on-screen interactions (such as mouse movement, clicks, scrolling, and navigation) using session-replay and heatmap technology. These recordings are masked by default so that text, form entries, and uploaded media are obscured before they leave your browser, and passwords are never captured. This occurs only where you have accepted analytics cookies, and you can withdraw consent at any time through the cookie banner or your browser settings. See the Privacy Policy for details.
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 non-exclusive, royalty-free, worldwide license to host, use, reproduce, modify, adapt, and distribute your User Content solely to the extent necessary to operate, provide, secure, and improve the Odeumate Services and as otherwise described in the Privacy Policy. This license continues for as long as your User Content remains within the Services, plus a reasonable period for backup rotation and any retention required by law. 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
8.1 Informal Resolution First
Before starting a formal proceeding, you agree to first contact us at support@odeumate.com and give us a reasonable opportunity (not less than 60 days) to resolve the dispute informally and in good faith.
8.2 Courts
Any dispute arising out of or relating to these User Terms or the Odeumate Services that is not resolved informally may be brought in the courts of the Province of British Columbia, including, where the claim qualifies, the Provincial Court of British Columbia (Small Claims) or the British Columbia Civil Resolution Tribunal. Subject to Section 8.3, you and Odeumate each submit to the jurisdiction of the courts of the Province of British Columbia.
8.3 Your Non-Waivable Rights
Nothing in these User Terms limits or excludes any right or remedy you have under applicable law that cannot be limited or excluded by agreement, including under the Business Practices and Consumer Protection Act (British Columbia) where it applies to you, and nothing prevents you from bringing a claim in the courts of your place of residence where applicable law gives you that right. Nothing in these User Terms shortens any limitation period established by applicable law, including the Limitation Act, SBC 2012, c. 13.
9. Miscellaneous
9.1 Assignment
These User Terms may not be assigned without Odeumate's prior written consent.
9.2 Governing Law
These User Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Subject to Section 8, disputes are subject to the jurisdiction of the courts of the Province of British Columbia.
9.3 Notices; Modifications; Termination
Odeumate may modify these User Terms from time to time. For material changes, we will provide reasonable advance notice (for example, by email or through the Services), and the changes will become effective no earlier than 30 days after notice, unless a change is required by law or addresses an urgent security issue. Your continued use after the effective date constitutes acceptance. Notices to Odeumate: Broken Leg Software Inc., Attn: Legal Department, 201-45619 Yale Rd, Chilliwack, BC V2P 0B1, 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.
9.9 Third Party Beneficiaries
Except as set forth in Section 1.4 (Authorized Representatives), no third party is an intended beneficiary of these User Terms.