From time to time, Wavelip may amend the terms and conditions of this Agreement. If we do, we will notify you, either through the Wavelip Website, in an email message, or through other reasonable means. If you access or use the Services after the date the change becomes effective, you consent to the changed terms. If you do not agree to the changes, you must stop using and cancel the Services immediately.
(1) Description of Services
Wavelip provides hosted storage services for online content storage, sharing, processing and management of files, e-mails, materials, data, text, multimedia and other content called AllOrg, available through the www.allorg.com website (including any country-specific domains or subdomains thereof) or other applications which we may make available to you from time to time to access the Services (the “Wavelip Website”). Wavelip will provide you with an account (your “AllOrg Account”) and access to the AllOrg Services, which you may use pursuant to the terms of this Agreement. The particular features and storage or bandwidth limits applied to the Services depend on your selection of a given service category upon your subscription to the Services on the Wavelip Website, which features and limitations are incorporated into this Agreement by reference.
If you are an individual, note that the Services are only made available to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts under applicable law. If you are an individual, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Individuals under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.
“Some of Wavelip’s Services allow you to download client software. Wavelip grants to you a limited, non-exclusive, non-transferable, revocable license to use such software solely to access the Services and subject to the terms of this Agreement and any additional terms provided in connection with such software. We may automatically update such software and you hereby consent to receiving such updates.”
(2) Content Ownership
You represent, warrant and agree that any information or content that you upload to your account or otherwise provide to Wavelip in connection with the Services (“Content”) is owned by you or that you have a valid and legal license agreement authorizing you to publish, use, or otherwise transmit the Content on or through the Wavelip Website.
Wavelip does not claim ownership rights in your Content. You grant Wavelip a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) license to (i) exercise the copyright, publicity, and database rights that you have in the Content, in any media now known or not currently known, with respect to your Content; and (ii) use the Content in connection with the provision of the Services. You agree to allow Wavelip to store, translate, or re-format your Content on the Wavelip Website in any way Wavelip chooses. As between you and Wavelip, Wavelip owns or has obtained the necessary rights to use the Wavelip Website, and all software, hardware, and related documentation that is used to provide the Services. Wavelip reserves all rights, not expressly granted to you in this Agreement, in and to the Services, the Wavelip Website, and any other related software, content, and intellectual property rights related thereto, including all Wavelip graphics, logos, designs, page headers, button icons, and scripts.
If you submit any comment, suggestion or feedback to Wavelip you acknowledge and agree that it may be used by Wavelip without any obligation to you and you waive any moral rights you may have in it. You grant Wavelip a worldwide, irrevocable, royalty-free, perpetual license to use, modify, publish, copy, publish, distribute and otherwise exploit any such comment, suggestion or feedback and to sublicense such rights.
(4) Your Responsibilities
You are solely responsible for maintaining the security of your Wavelip’s AllOrg Account and Content and you are fully responsible for all activities that occur within that account and any other actions taken on your Wavelip’s AllOrg Account or otherwise in connection with the Services, including actions taken by your designates, agents, contractors, and Invited User and all individuals that access your Wavelip’s AllOrg Account on your behalf (“Your Users”). Wavelip identifies you by the usernames and passwords that are connected with your account. After successful login to your account, all actions are deemed to be taken by you. You agree to
immediately notify Wavelip of any unauthorized use of your account or any other breaches of security. You are solely responsible for maintaining and backing-up your Content.
You are entirely responsible for the Content and any harm, damages, allegations of misappropriation resulting from the Content, regardless of whether the Content in question constitutes text, graphics, audio file, or any other digital files you uploaded, downloaded, or created on the Services. By authorizing Wavelip to host your Content, you represent, warrant and agree that:
(a) your use and Your Users’ use of the Services and the uploading, downloading, reproduction, presentation and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
(a) the Content does not contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
(b) neither you, nor Your Users, will attempt to hack, reverse engineer the Services or related software, nor engage in any operation or behavior designed to break or thwart the security system of the Services;
(c) the Content is not spam, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or to further unlawful acts (such as phishing) or mislead recipients as to the source of the Content (such as spoofing);
(d) the Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
(e) the Content and your use, or Your Users’ use, of the Services is not defamatory, trade libelous, unlawfully threatening, unlawfully harassing, and does not impersonate or intimidate any person, or falsely state or otherwise misrepresent your affiliation with any person;
(f) the Content is not obscene and does not contain any pornography, including child pornography;
(g) the Content and your use, or Your Users’ use, of the Services is not false, fraudulent, inaccurate, or misleading;
(i) the Content hosted on the Services will not use the Services as a broadcast engine to generate spam or engage in unethical marketing, and the Services are not intended to be used as a broadcasting service;
(j) you are aware that the previews or thumbnails of your Content that appear on the Services may be subject to unauthorized extraction by unauthorized third parties and that such action by third parties is beyond Wavelip’s control; and the Content and the licencing of any Content you choose to host, manage or deliver on the Services is your sole responsibility.
(5) Termination of Services
If you or Your Users violate this Agreement, then Wavelip may, in its sole and absolute discretion: (i) remove, limit distribution of or disable access to your Content, (ii) suspend or cancel your or Your Users’ access to the Services, (iii) disable or terminate your Wavelip’s AllOrg Account (which means that you may no longer have access to those Wavelip products, services, or Content connected to your Wavelip’s AllOrg Account), (iv) refer such activity to appropriate authorities, and/or (v) terminate this Agreement. Content that is removed may be irretrievable.
You may cancel or terminate the AllOrg Services at any time by emailing to support@@allorg.com.
If the Services are canceled or terminated (whether by you or us), your right to use and access the Services stops immediately. If the Services are canceled or terminated, or if your Wavelip’s AllOrg Account is closed, we may delete information or Content associated with your Wavelip’s AllOrg Account. We are under no obligation to return Content to you.
You agree to pay all charges associated with your access to and use of the Services, as set out on the Wavelip Website upon your subscription to the Services (“Fees”). Unless stated otherwise, the Fees are quoted and payable in Canadian Dollars. Unless stated otherwise, your payment obligations are non-cancelable and the Fees paid are non-refundable. Wavelip expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications will be posted online at the Wavelip Website and effective immediately without need for further notice to you. Failure to pay Fees when due will be deemed to be a violation of this Agreement, for which any of the remedies in Section 5 may apply.
The Fees are exclusive of all taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (“Taxes”). You shall be solely responsible for the payment of Taxes. Wavelip may gross-up any Fees or other amounts payable by you to Wavelip in respect of, or in anticipation of, any withholding and other Taxes that Wavelip may be required to collect or remit in respect of any Services performed under this Agreement.
Wavelip shall not have any responsibility or liability to you with regard to any third party services used by you on or through the Services, such as payment and e-commerce services. Any use of such third party services shall be at your sole responsibility and liability. You acknowledge that while the Wavelip Website and the Services provides a technical ability to link to such services (such as a “PayPal”, “Bitcoin”, or “Credit Cards” button links), such functionality shall not create any liability or responsibility for Wavelip. The terms of service and privacy policies of all third
party service providers (such as PayPal) govern your relationship with those third party service providers.
YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES, THE WAVELIP WEBSITE, AND YOUR WAVELIP ACCOUNT SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ON AN “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR.
TO THE FULLEST EXTENT PERMITTED BY LAW, WAVELIP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND AFFILIATES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, LEGAL, OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, WITH RESPECT TO THE SERVICES, THE CONTENT, THE WAVELIP WEBSITE, YOUR WAVELIP ACCOUNT, CONTENT PROVIDED BY THIRD PARTIES, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ERROR-FREE OR UNINTERRUPTED SERVICE, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, CURRENCY AND COMPLETENESS.
WAVELIP MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WAVELIP WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WAVELIP WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE WAVELIP WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WAVELIP WEBSITE OR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WAVELIP WEBSITE OR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WAVELIP WEBSITE OR THE SERVICES.
WAVELIP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR BY A THIRD PARTY THROUGH THE SERVICES, THE WAVELIP WEBSITE, ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WAVELIP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY (INCLUDING CUSTOMERS OR ADVERTISERS). AS WITH THE PURCHASE OR SALE OF A PRODUCT
OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS ARE HEREBY DISCLAIMED.
(8) Indemnity and Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WAVELIP SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WAVELIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS, CONDUCT, ACTS, OR OMISSIONS OF ANY THIRD PARTY; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, WAVELIP IS FOUND TO BE LIABLE FOR ANY DAMAGES HEREUNDER, OR OTHERWISE IN CONNECTION WITH THE SERVICES, UNDER NO CIRCUMSTANCES WILL WAVELIP BE LIABLE FOR ANY AMOUNT IN EXCESS OF CAD $10.00. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THE WAVELIP WEBSITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. For greater certainty, under no circumstances shall Wavelip be held liable for any delay or failure of the Wavelip Website and/or any of the Services and/or any information on the Services directly or indirectly resulting from, arising out of, or in connection with events beyond the reasonable control of Wavelip, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labour disputes, riots civil disturbances, shortages of labour or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, tribunals or non-performance of third parties.
You acknowledge and agree that the limitations set out above form an integral part of this Agreement and that Wavelip is relying on these limitations and exclusions of liability in providing the Services on the terms and conditions set out in this Agreement.
You agree to indemnify, defend, and hold harmless Wavelip, and its subsidiaries, affiliates, directors, officers, employees and agents from and against any claim or demand, including legal fees, arising out of or related to your Content, your or Your Users’ use of the Services, your connection to the Services, your violation of this Agreement, and/or your violation of any rights of a third party.
(10) How to Contact Wavelip
Wavelip Tech Solutions Corporation
299 Northfield Drive East Suite #4
Waterloo, ON, Canada, N2K 4H2