Terms and Conditions of Use

 

These Terms and Conditions of Service (“Terms”) apply to your use of Canari and includes all functionalities of the platform as it can be found at https://www.app.getcanari.io referred to herein as (“Canari”). Canari is exclusively owned and operated by INQ Law (“INQ”).

 

IN CONSIDERATION OF BEING PERMITTED TO USE OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME, THESE TERMS ARE A LEGAL CONTRACT BETWEEN INQ AND YOU. IF YOU DO NOT AGREE TO THESE TERMS IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE OUR SERVICES.

 

You may use our Canari and Services only if you can form legally binding contracts under applicable law of your jurisdiction.

 

INQ reserves the right, at our sole discretion, to modify or replace these Terms at any time without incurring any liability or obligation.

 

The terms “You” and “Your” refer to users of the services and functionalities that are being offered by Canari.

 

Use of the Canari

  1. Access to Canari. INQ will use its reasonable best efforts to provide you access to Canari on an ongoing basis.

 

  1. Maintenance of Canari. You acknowledge that periodically it will be necessary for INQ to temporarily take all or portions of Canari off-line in order to perform software upgrades or hardware maintenance, or due to other factors that may arise from time to time.

 

INQ will try to schedule downtime so as to minimize the disruption of access to Canari and, where appropriate in the event of extended downtimes during the day, will notify you of any such scheduled downtimes.

 

  1. Unlawful use of Canari. You will not use Canari in any manner that is unlawful, not expressly permitted by this Agreement, or that interferes with or disrupts the integrity or performance of Canari, and without limiting the generality of the preceding, not use Canari to upload, transmit, or distribute any virus, worm or other code or routine that has properties that may damage, harm, interfere with, or otherwise adversely affect Canari or related system, hardware, software, equipment, services or information.

 

You agree that under no circumstances will you use Canari for the purposes of building a similar or competitive product or service.

 

Intellectual Property

  1. Ownership. All of the content on Canari, including assessment questionnaires, findings, reports and information, unless otherwise stated, is exclusively owned by INQ. These works are protected by copyright laws, trademark laws, and other intellectual property laws, both in Canada and around the world and all rights therein are reserved.

 

For the purposes of these Terms, any use of extracts from Canari other than in accordance with these Terms is prohibited.

 

Indemnity and Limitation of Liability

  1. Indemnity. You agree to indemnify and hold harmless INQ and its directors, officers, representatives, employees, trustees, officers, consultants, sub-contractors and agents (“INQ Indemnitees”) from all costs, damages, fines, penalties or other liabilities arising out of your use of Canari and any failure to comply with the terms and conditions of this Agreement.

 

  1. Limitation of Liability. Notwithstanding any other term of this Agreement, INQ and the INQ Indemnitees shall not be responsible or liable to you for any direct, indirect, special, incidental or consequential damages including but not limited for error or interruption of use or for loss or inaccuracy of information, loss of profits, business interruptions, or for any punitive or exemplary damages, even if INQ has been advised of the possibility of such loss or damage in advance. The foregoing disclaimer of liability shall apply regardless of whether such liability is based on breach of contract, tort (including without limitation negligence), strict liability, breach of a fundamental term, fundamental breach, or otherwise.

 

  1. Warranty and Disclaimer. You acknowledge that you are accessing Canari on an “as is” basis, at your own risk, and that INQ is disclaiming all representations or warranties, express or implied, including but not limited to, its fitness for any particular purpose.

 

Term and Termination

 

  1. Term.  You are entitled to terminate your use at any time by permanent deletion of the account you have created on the Canari platform. You will be subject to the termination terms of your respective service contract with INQ.

 

  1. Termination of Access for Non-Compliance. If INQ is of the view that you have materially failed to comply with your responsibilities under this Agreement, or is otherwise acting in a manner so as to jeopardize the security of the Canari, or interfere with the operation of the Canari, INQ will immediately terminate your user account.

 

General Terms and Conditions

 

 

  1. Governing Law.  This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada. The parties shall attorn to the jurisdiction of the Courts of Ontario, Canada.

 

  1. Notices.  INQ may give notice by means of a general notice sent through the Canari website, or by electronic mail to your email address on record, or by written communication sent by regular mail to your address on record. By using Canari, you allow INQ to communicate with you through these means and receive electronic mail from the @getcanari.io domain.

 

  1. Severability and Waiver.  Each of the provisions contained in this Agreement is distinct and severable.  Any declaration by a court of competent jurisdiction of the invalidity or unenforceability of any provision or part of a provision will not affect the validity or enforceability of any other provision of this Agreement.   The failure of either party to insist upon strict performance of any terms and conditions or to exercise any of its rights set out in this Agreement shall not constitute a waiver of these rights, and these rights shall continue in full force and effect.

 

  1. Entire Agreement.  This Agreement contains all of the agreements, representations and understanding of the parties and supersedes and replaces any and all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof.  Any amendment to this Agreement must be in writing and signed by each party.

 

  1. Assignment. You may not assign your rights under these Terms without prior written approval by INQ.

 

 

Effects of Termination or Expiration

 

  1. THIS AGREEMENT IS EFFECTIVE UNTIL TERMINATED BY YOU OR INQ. YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME BY DELETING YOUR ACCOUNT AND DISCONTINUING YOUR USE OF CANARI.

 

Subject to applicable law, the termination of this agreement will not terminate your obligations under other agreements you may have with INQ, including subscription service contract(s). The information on your account will be kept according to our Privacy Policy and data retention practices, and pursuant to applicable law.

 

  1. I have read, understood and agree to these Terms