Compliance with Laws
Use the Platform or Data in a manner that violates or is contrary to any applicable laws, including any export control laws of any jurisdiction applicable to you or your Personnel;
Upload into the Platform, or otherwise submit or make accessible to WiQ Group, any Prohibited Data through your use of or access to the Platform;
Security
Tamper with the security of the Platform, attempt to probe, scan, or test or circumvent the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorization, violate the restrictions in any exclusion files on the Platform or circumvent other measures employed to prevent or limit access to the Platform, or willfully render any part of the Platform unusable;
Transmit, distribute, retrieve, or store any data or other material through or via the Platform that are viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
Attempt to gain unauthorized access to an account or computer resource not belonging to you;
Purposely alter or forge your identity;
Engage in any activities that may interfere with the ability of others to access or use the Platform or the Internet (e.g., denial of service attacks);
Monitor any data (including Data), information or communications on any network or system (including the Platform) that is not owned by you or without authorization;
General
Post, upload, share, submit, or otherwise provide content that is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, indecent, harassing, hateful, encourages illegal or tortious conduct or that is otherwise inappropriate, or could otherwise cause damage to WiQ Group or any third party.
Ownership and Intellectual Property Matters; Data
Security
You agree to maintain appropriate information security practices, including administrative, technical, and procedural controls, regarding your access to and use of the Platform or Data.
Data
Your access to and use of the Platform may allow you to access and use Data. You agree to only use Data for the purposes set out in an Agreement or if no Agreement exists between you and us, only in a manner consistent with the intended purposes for which you were given access to the Data, and in accordance with this Acceptable Use Policy. You have sole responsibility for the legality, right to use, and your reliance upon Data, and for obtaining all necessary licenses, consents, and authorizations for use of Data, including as needed under applicable laws.
Ownership of the Platform and Data
As between WiQ Group and you, WiQ Group owns and retains all right, title, and interest in and to: (i) the Platform; (ii) any improvements, derivatives, and modifications to the Platform; (iii) Data; and (iv) all Intellectual Property Rights to the foregoing. All rights not expressly granted by WiQ regarding the Platform are reserved.
Confidentiality
Scope
This section applies if there is no non-disclosure agreement between the Parties (which includes the confidentiality terms of an applicable Agreement) or to the extent that a non-disclosure agreement between the Parties does not address the Platform or Data. Subject to Section 4.2, “Confidential Information” means all information or material which (i) gives the disclosing Party or a third-party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Party who owns the Confidential Information; or (ii) which is either: (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. The Confidential Information of WiQ Group includes its pricing regarding the Platform and plans regarding the functionality of the Platform, Data, and the development of WiQ Group’s products and services (including the Platform).
Exceptions
Notwithstanding the foregoing Section 4.1, Confidential Information will not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving Party; (ii) was previously known to the receiving Party or lawfully received by the receiving Party from a third-party, in each case without any condition or obligation of confidentiality attached to it; or (iii) is independently developed by the receiving Party without reference to the Confidential Information of the other Party.
Permitted Use
The receiving Party shall not use any of the disclosing Party’s Confidential Information other than as permitted by an applicable Agreement and shall not disclose the disclosing Party’s Confidential Information to anyone other than the receiving Party’s Affiliates, Personnel, professional advisors, business partners, suppliers, and subprocessors, who have a need to know such Confidential Information for purposes of the Agreement or who are otherwise permitted by the Agreement to receive the information, and who are subject to confidentiality obligations no less restrictive than those contained in this section. The receiving Party shall protect the disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
Compelled Disclosure
In the event any Confidential Information is required to be disclosed by a receiving Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency, securities exchange, listing authority or other governmental authority, or is otherwise required by applicable law, the receiving Party requested or required to disclose such Confidential Information will, unless prohibited by the terms of the demand, (i) promptly notify the disclosing Party of the terms and circumstances surrounding such demand or request, and (ii) consult with the disclosing Party on the advisability of making legal efforts to resist or narrow such demand. If disclosure of such Confidential Information is required pursuant to the foregoing and regardless of whether the receiving Party is prohibited from notifying the disclosing Party of the demand, the receiving Party will only disclose the Confidential Information necessary to comply with the order.
Ownership
The Confidential Information of the disclosing Party will remain the sole and exclusive property of the disclosing Party.
Remedies
Each Party acknowledges that a breach of the provisions in this section may cause irreparable harm and damage and agrees that the disclosing Party will be entitled to seek injunctive relief as well as such further relief as may be granted under applicable laws.
Return or Destructions
Each Party agrees on request to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
Indemnifications
You agree to defend, indemnify, and hold WiQ Group and its Personnel harmless from and against any Claims and resulting Damages arising out of or related to (i) your or your Personnel’s violation of the terms of this Acceptable Use Policy; (ii) your or your Personnel’s use of or reliance upon Data; (iii) your or your Personnel’s breach of any third-party terms and conditions applicable to the Third-Party Services you have access to through the Platform; (iv) your or your Personnel’s violation of applicable laws, including Privacy Laws, in connection with use of or access to the Platform; or (v) arising from your or your Personnel’s gross negligence, fraud, or wilful misconduct.
Limitation of Liability
UNLESS OTHERWISE PROVIDED IN AN AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL WIQ GROUP BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF DATA OR ACCESS TO OR USE OF THE PLATFORM BY YOU OR YOUR PERSONNEL.
WIQ GROUP MAKES NO REPRESENTATION AND WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE, AGREEMENTS, OR TRANSACTIONS WITH, ANY THIRD-PARTY SERVICES. YOU MUST COMPLY WITH ALL AGREEMENTS AND OTHER LEGAL REQUIREMENTS THAT APPLY TO THIRD-PARTY SERVICES.
THE PLATFORM, ITS FUNCTIONALITY, AND ANY CONTENT (INCLUDING DATA) MADE AVAILABLE BY WIQ ON THE PLATFORM AND ALL OTHER SERVICES RELATED TO THE PLATFORM ARE PROVIDED “AS IS”. EXCEPT FOR THE WARRANTIES STATED EXPRESSLY IN THE AGREEMENT, WIQ SPECIFICALLY EXCLUDES ALL WARRANTIES, CONDITIONS, AND OTHER TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
UNLESS OTHERWISE PROVIDED IN AN AGREEMENT, IN NO EVENT WILL WIQ GROUP BE LIABLE FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, OR (II) ANY LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This section will apply to the maximum extent permitted under applicable laws.
General Terms
Interpretation
Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine. The headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Acceptable Use Policy. Wherever the words “include”, “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes”, or “including” shall not be considered to set forth an exhaustive list.
Governing Law and Forum
Any claim, controversy, or dispute arising under or related to this Acceptable Use Policy will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to the conflict of law principles thereof.
Amendments
We have the right at any time to modify this Acceptable Use Policy to account for changes in legislation or standard industry practices, or otherwise to address our legitimate business interests (provided, however, that we agree to not make any changes that would violate the terms of an Agreement) by giving you not less than thirty (30) days’ notice by email to the email account we have on file for you or by posting the latest version of the Acceptable Use Policy on the WiQ website with an effective date of not less than thirty (30) days following the date of posting. Access or use of the Platform after such time shall be deemed acceptance of the Acceptable Use Policy as amended.
Updated July 30, 2024.
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