Effective: January 1, 2023
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES.
The following Terms of Service ("Terms") are between you and Resonance Software Inc. ("Resonance", "we", "our" or "us") and constitute a legal agreement that governs your use of Resonance's WorkSight Flow Platform and all related websites, services, products and software (together, the "Service").
BY REGISTERING OR ACCESSING AN ACCOUNT WITH RESONANCE, YOU: (a) ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS IN THEIR ENTIRETY; (b) AGREE TO BE BOUND BY THESE TERMS; AND (c) ARE AUTHORIZED AND ABLE TO ACCEPT THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY, ENTITY OR PERSON TO THESE TERMS. IF YOU DON’T WISH TO BE BOUND BY THESE TERMS OR DO NOT HAVE THE AUTHORITY TO ACCESS THESE TERMS, THEN DO NOT REGISTER OR ACCESS AN ACCOUNT. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU CANNOT USE YOUR ACCOUNT OR OTHERWISE USE THE SERVICE. You should print or save a digital copy of these Terms for your records.
To register for and/or use the Service you cannot be a person barred from receiving the Service under the laws of Canada or the United States of America or, if you reside elsewhere, in the country in which you reside or from where you use the Service.
The Service provides businesses with a scheduling and pay platform. These Terms govern only the content, features and activities related to this Service.
You understand and acknowledge that the Service is made available on an "AS IS" and "AS AVAILABLE" basis. The Service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto ("Device"). YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. We are not obligated to provide any maintenance, technical or other support for the Service.
We have no control over any Third Party Platform or any Content obtained from or accessed by you from a Third Party Platform. We are not responsible for the availability of any Third Party Platform or Content, and do not endorse or warrant the accuracy of any Third Party Platform or Content.
We reserve the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time, with or without prior notice to you. Without limiting the foregoing, we may provide notice of any such changes to the Service by posting them on our website and/or via the Service. You agree that we are not liable to you or any third party for any modification or cessation of the Service. You acknowledge that we have no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future.
As part of using the Service, we will provide you with the opportunity to submit comments, suggestions or other feedback regarding your use of the Service. You agree that in the absence of a separate written agreement to the contrary, we own all rights to any feedback provided by you and we are free to use that feedback for any purpose.
You agree to use the Service only as permitted by these Terms and all applicable Laws. We reserve the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you.
You have no right to, and must not, retain, reproduce, resell, display, publish or distribute any Content or any reports or other data generated by the Service for any purpose unless you have the specific right to do so under these Terms. You have no right to, and must not, use the Service for the development, production or marketing of a service or product substantially similar to the Service.
Certain components of the Service include functionalities that automatically record data regarding the use of the Service ("System Analytics"), and we may use System Analytics to assist in our continued development and improvement of the Service, and for research, data analysis, benchmarking, statistics or trend analysis. Resonance will ensure that no System Analytics it gather identifies, or could be used to identify, any Administrator, Authorized User or Employee.
An "Administrator" is the individual who has primary responsibility for the set-up and administration of user accounts ("Accounts") for their Authorized Users for use of the Service. This includes authorizing individuals to be Authorized Users granting and revoking user access rights and permissions. All questions about an Account should be directed to the Administrator. Each Administrator is responsible for the activities of their Authorized Users and all use of the Service through their Accounts.
An "Authorized User" is an individual who is granted access and use of the Service by an Administrator. If you are an Authorized User, then you are solely responsible and liable for all activity that takes place on your Account and for all actions taken via your password, whether or not made with your knowledge or authority. You must your password carefully, with the full awareness that a failure to keep it secure could enable others to engage in transactions through the Service for which you will be legally responsible.
An "Employee" is an individual employee or independent contractor.
By using the Service, you represent and warrant to, and agree with, Resonance that you have all necessary right and authority to access and use the Service and that your access and use of the Service and all Third Party Platforms will be in compliance with (a) all applicable laws (collectively, "Laws"), and (b) if you are an Authorized User, all policies, procedures and other requirements imposed on or otherwise applicable to you by an Administrator, except to the extent they conflict with the provisions of clause (a) in this paragraph.
You will not use any Subscriber Data in any way, whether for your own account or for the account of any third party, except as expressly permitted by this Agreement, nor will you disclose to any third party (except as required by Law or to your attorneys or other advisors as reasonably necessary). You agree to comply with all confidentiality obligations imposed on you by Law.
You agree that you will NOT use, and will not permit any third party to use, the Service to: (a) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Service; (b) knowingly or negligently use the Service in a way that abuses, interferes with, or disrupts Resonance’s networks, any user accounts or the Service; (c) knowingly or negligently use the Service in a way that abuses, interferes with, or disrupts our networks or systems; (d) engage in activity that is illegal, fraudulent, false or misleading, (e) transmit through the Service any material that may infringe the intellectual property or other rights of third parties; (f) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Service; (g) use the Service to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law; (h) upload or transmit any Subscriber Data or other data or any software or code that does or is intended to harm, disable, destroy or adversely affect performance of the Service in any way or that does or is intended to harm or extract information or data from other hardware, software or networks of Resonance or other users of the Service; (i) engage in any activity or use the Service in any way that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Service, or any servers or networks connected to the Service or Resonance’s security systems; or (j) use the Service in violation of any Resonance policy or in a manner that violates any Law, and you understand and agree that you are solely responsible for compliance with all such policies and Laws.
WorkSight Flow and other Resonance trademarks, service marks, graphics and logos used in connection with the Service are trademarks or registered trademarks of Resonance in Canada, the United States of America and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of those trademarks, and you agree that you will not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.
You acknowledge and agree that Resonance and/or its licensors own all legal right, title and interest in and to the Service, and any software provided or made available by Resonance to you as a part of or in connection with the Service ("Software"), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other Laws.
Resonance grants you a personal, non-exclusive, non-transferable, limited subscription to access and use the Software as provided to you as a part of the Service and in accordance with these Terms; provided that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.
Use of the Service and Software, including transferring, posting, or uploading Content or other data or any software via the Service, may be subject to the export and import laws of Canada, the United States and/or other countries. You agree to comply with all applicable export and import laws and regulations.
You may terminate your Account and/or stop using the Service at any time.
We may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your Account and/or your access to the Service. Cause for termination will include, but not be limited to: (a) violations of these Terms, any Laws or any other policies or guidelines that are referenced in these Terms and/or posted on the Service; (b) a request by you to cancel or terminate your Account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activity. Any such termination or suspension will be made by us in our sole discretion, and we will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account or access to the Service.
Upon termination of your Account you will lose all access to the Service, including, but not limited to, your Account and all Subscriber Data.
THE SERVICE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS, AND RESONANCE, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS EXPRESSLY DISCLAIM, AND YOU EXPRESSLY WAIVE, ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RESONANCE, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS MAKE NO REPRESENTATION, WARRANTY OR CONDITION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICE IS AT YOUR SOLE RISK. ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY THIRD PARTY, INCLUDING ANY EMPLOYEE, RESULTING FROM YOUR USE OF THE SERVICE.
UNDER NO CIRCUMSTANCES WILL RESONANCE BE LIABLE FOR ANY SUBSCRIBER DATA OBTAINED, CREATED OR VIEWED WHILE USING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ACCESS TO, OR DENIAL OF ACCESS TO ANY CONTENT.
THIS SECTION WILL SURVIVE THE TERMINATION OF YOUR USE OF THE SERVICE.
IN NO EVENT WILL RESONANCE BE LIABLE UNDER CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL LOSSES OR DAMAGES OR FOR ANY LOSSES OR DAMAGES RESULTING FROM LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR DAMAGE TO CONTENT, COST OF SUBSTITUTE GOODS, OR DAMAGES FOR PURE ECONOMIC LOSS, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, EVEN IF RESONANCE IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. AS SUCH, TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET OUT ABOVE MAY NOT APPLY TO YOU.
THIS SECTION WILL SURVIVE THE TERMINATION OF YOUR USE OF THE SERVICE.
You agree to defend, indemnify and hold harmless Resonance, its affiliates and licensors, and their respective officers, directors, employees, agents, partners, sponsors and advisors from any claim or demand, including reasonable legal fees and expenses, made by a third party (including an Employee), relating to or arising from: (a) any Subscriber Data you receive, create, process, post, transmit or otherwise obtain or make available through the Service; (b) your use of the Service; or (c) any violation of these Terms or any Laws by you. This obligation will survive the termination or expiration your use of the Service.
All matters relating to access to and use of the Service will be governed by the laws of the Province of British Columbia, Canada, without regard to its conflict of laws provisions.
You agree to resolve disputes only on an individual basis, through arbitration under the provisions of Exhibit A to these Terms. You expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
If you have any questions regarding the Service or these Terms, please contact us at: [email protected] or by post to:
Resonance Software Inc.
#3 – 4890 Rutherford Road
Nanaimo, BC V9T 4Z4
This Exhibit A to the Terms describes the further provisions which apply to the binding arbitration and class action waiver in Section 12 above.