STRATEGICDB CORPORATION

TERMS OF USE

Please read the following carefully.

IMPORTANT!  These Terms of Use govern your use of this website (“Site”) and our services (including our Data Management Services) (collectively, the “Services”) which are owned, operated and provided by StrategicDB Corporation (“StrategicDB”, “we”, “our”, “us”). Please read these Terms of Use carefully before using our Site and Services.  Any person who wishes to use our Site and Services must accept these Terms of Use without change. by using our site and services, you are indicating your acknowledgment and acceptance of these terms of use and all related policies and guidelines of this site, including our privacy policy, as described in these terms of use are incorporated by reference.

  1. Modifications to Terms of Use

We may change these Terms of Use or any other policies or guidelines governing our Site and Services at any time in our sole discretion.  Any changes will be effective upon the posting of the revisions on our Site.  Your use of our Site and Services will be subject to the most current version of the Terms of Use posted on our Site at the time of such use.  Your continued use of our Site and Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes.  Please consult these Terms of Use regularly.  if you do not agree to any changes to these terms of use, please immediately discontinue your use of our site and services.

  1. Privacy Policy

Please click here to read and review our Privacy Policy, which describes our privacy policies and practices in detail, as we may amend such policy from time to time. We advise you to check our Privacy Policy  on a frequent basis for changes.  You hereby consent to our use of your personal information in accordance with the terms and for the limited purposes described in our Privacy Policy.  By agreeing to these Terms of Use, you acknowledge and agree that certain information about you is subject to our Privacy Policy.

  1. Intended Users

You must be at least eighteen (18) years old to use our Services. Your use of our Services is a representation to us that you are at least eighteen (18) years of age. You agree to cooperate with us and any reasonable measures we may use to verify your identity and authority in connection with your use of our Services.

If you are accessing our Services on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (the “Company”), by accessing our Services you represent and warrant that you are authorized to accept these terms on behalf of the Company and bind such Company.

  1. Your Registration Obligations

We may at times require that you register and/or set up an account to use certain portions of our Site. In order to do so, you may be provided, or required to choose, a password, username, and/or other registration information, including, but not limited to, personal information (collectively, “Registration Suggestions”). You agree and represent that all Registration Suggestions provided by you is accurate and up-to-date. If any of your Registration Suggestions changes, you must update it by sending the corrected Registration Suggestions to us at hello@strategicdb.com or by using the appropriate update mechanism on our Site, if available. If we believe that the Registration Suggestions that you provided is not correct, current, or complete, we reserve the right to refuse you access to our Services.  However, we have no obligation to verify the accuracy, currency completeness or usefulness of any Registration Suggestions that you have provided to us.

  1. Username/Password

If you register or set up an account on the Site, you will be solely responsible for maintaining the confidentiality of any username, password, and similar information. You may not authorize others to use your username, password, or similar information. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Suggestions, with or without authorization, or who has access to any computer on which your account resides or is accessible.

If you have reason to believe that your account is no longer secure (for example, following a loss, theft or unauthorized disclosure or use of your Registration Suggestions), you must promptly change the affected Registration Suggestions by using the appropriate update mechanism on the Site, if available, or notify us at hello@strategicdb.com or as described in our Privacy Policy.  We will not be responsible for the unauthorized use of your profile by any other person and disclaim any and all liability that may be associated with such use.

We have the right, in our sole discretion, to cancel your username and password without notice to you.

  1. Restrictions On Use

You may use our Services for your own personal and commercial use as expressly permitted by these Terms of Use. Please see Section 10 of these Terms of Use for more information about permitted commercial uses of our Services. You may not use our Services for any other purpose without our express prior written consent. You may not and may not authorize any other party to: (i) co‑brand our Services; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written permission of an authorized representative of StrategicDB.  For purposes of these Terms of Use, “co‑branding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Services or which may confuse a user as the nature of the relationship between us and any party.  You agree to cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity.

  1. Proprietary Suggestions
    • The entire contents of our Site, including without limitation, all names, designs, graphics, images, illustrations, photographs, artwork, video, audio, software, code, data, text, displays, the Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation is protected under Canadian copyright, trade-mark, competition and other laws of Canada and other nations, and is owned by us or has been licensed to us. Except as expressly provided in these Terms of Use, nothing contained in this Site and provided by our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, or any other intellectual property.
    • We may, from time to time, provide you with information, documents or resources, verbally, electronically or written (collectively, “Documentation”) owned by us or licensed to us which are protected under copyright, trade-mark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is our exclusive property or licensed to us.  You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent.  You must not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or allow any third party to access the Documentation.  The restrictions set out in these Terms of Use do not apply to the limited extent the restrictions are prohibited by applicable law.
  2. Third Party Content
    • Our Services may also contain information or materials (“Third Party Content”) that is owned or provided by persons other than StrategicDB (“Third Party Providers”). We make no representations and warranties with respect to any such Third Party Content and do not undertake to conduct any independent investigation of Third Party Content. Inclusion of Third Party Content from Third Party Providers with our Services does not mean, unless expressly stated otherwise, that we endorse or agree with such Third Party Content.
    • You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.
    • You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use.
  3. Hyperlinks

Our Services contain hyperlinks to other sites that are not maintained by, or related to, StrategicDB.  Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by StrategicDB of, any affiliation with or endorsement by the owner of the linked site.  We have no control over such third party sites. We are not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to our Services. Use of such third party sites, including any information, material and services in these sites, is solely at your own risk.  You also understand and agree that our Privacy Policy is applicable only while you are using our Services.  Once you are linked to another site, you should read the privacy statement of that site before disclosing any personal information.

  1. Data Management Services Purchased from Us
    • You must create an account with us to use our Data Management Services. When using our Data Management Services, you will first submit your data to us through the Site (“Customer Data”). StrategicDB shall then perform the Services with respect to the Customer Data in accordance with the description of the relevant service set out on the Site. StrategicDB will then provide you with a sample of the possible potential output of our Services in relation to such Customer Data (the “Sample Report”). We provide you with the Sample Report for informational purposes only, so you may evaluate our Services. We grant you a limited, non-exclusive, non-transferable licence to use the Sample Report and the content thereof solely for the purposes only of evaluating our Services. You grant us a non-exclusive, limited and royalty-free license to use any Customer Data you upload to carry out our Services and to produce a Sample Report. We do not store or keep the Customer Data or the Sample Report unless you place an order for our Services with respect to such Customer Data in accordance with Section 10(b) below. StrategicDB is not obligated to provide our Services to you until an Order is placed.
    • After we provide you with a Sample Report, you will have the option to place an order for our Services through the Site (an “Order”). The Order constitutes an offer to you to purchase our Services in accordance with these Terms of Use. We have the discretion to accept or refuse any Order. If we accept the Order, we will then proceed to produce your requested report (“Report”). Following payment for our Services, StrategicDB grants you a non-exclusive, non-transferable, limited, royalty-free licence to use the Report for your internal business purposes. Should you place an Order and StrategicDB accepts such Order, we shall use reasonable efforts to retain the results from our Services for up to fourteen (14) days from the date of your Order.
    • All Orders made through our Site are subject to the following conditions:
      • You may only purchase our Services for lawful purposes;
      • The Order will specify our Services that you are purchasing from StrategicDB.
      • You understand and agree that you are agreeing to and entering into a complete and binding contract with StrategicDB. You are responsible for providing complete and accurate contact information to us and for notifying us of any changes to such information to hello@strategicdb.com;
      • All prices listed on this Site are in United States dollars and all charges will be processed in United States dollars, unless stated otherwise;
      • While StrategicDB takes great care to ensure its Services are accurate, errors and/or inaccuracies may occur. StrategicDB may correct errors or inaccuracies in your Report and change or update information on the Site at any time without notice, including in respect of prices and availability of Services;
      • If you are purchasing Services with a company credit card, you must be an authorized representative of the company;
      • You agree to pay for all charges noted in your Order as payable by you; and
      • StrategicDB will use commercially reasonable efforts to deliver items as quickly as possible and within any time periods indicated; however, StrategicDB will not be responsible for any delays in delivery which are beyond its reasonable control.
    • You acknowledge that StrategicDB has no obligation screen or validate Customer Data. You are solely responsible for providing accurate, current and complete information in connection with any Customer Data. You may not use our Services in relation to Customer Data that you do not fully own or have the authority to license. You shall be responsible for the accuracy and quality of Customer Data and the means by which Customer Data is acquired or used when using our Services and hereby confirm that any and all Customer Data provided by you to us complies with all applicable laws.
  2. Payments

We offer an online payment service that is controlled and operated by a third party site (i.e., PayPal). We do not have any control or association with this third party site. If you have any questions or concerns about this third party’s payment service including technical issues, you may contact PayPal at www.paypal.com or 1-877-569-1116. If you have any dispute resolution issues, you may contact us at hello@strategicdb.com.

We do not offer any exchanges or refunds for items purchased on our Site.

  1. Use of our Site and Services
    • We expect that you will access and use our Site and Services in a professional, responsible and business-like manner in accordance with applicable laws. By using our Services, you have the opportunity to engage in dialogue with representatives of StrategicDB if you send us emails or contact us through our Site. We welcome your questions, suggestions, ideas and other information (collectively “Suggestions”) that you communicate to us so long as any such Suggestions or interaction is not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.
    • You are not obligated to provide us with Suggestions regarding our Site or Services. However, if you do provide us with Suggestions, then we retain all rights to any Suggestions that you may provide to us and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Suggestions in any commercial manner.
    • You further agree that you must use our Site and Services for lawful purposes only and represent and warrant that you will not use our Site and Services to:
      • e-mail, provide us with or otherwise transmit any Suggestions or Customer Data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
      • e-mail, provide us with or otherwise transmit any Suggestions or Customer Data that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;
      • remove any proprietary notices or labels, or any promotional or advertising material, from our Site and Services;
      • e-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
      • impersonate any person or entity or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Site or otherwise communicating with us;
      • upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any StrategicDB or third party computer hardware, software, networks, or hardware or telecommunications equipment;
      • interfere or attempt to interfere with or disrupt our Services or Site including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Site and Services;
      • direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices;
      • intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site and Services;
      • modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any of our Services (except as may be expressly permitted in these Terms of Use), including but not limited to any portion of our Site; or
      • collect or store personal data about other users of our Services.

 

 

  1. Disclaimer of Warranties/Limitation of Liability
    • You understand that we will use commercially reasonable efforts to provide our Services, including any Reports, but we cannot and do not guarantee or promise any specific and intended results from the use of our Services or Reports. You also understand that any information in our Documentation and Sample Reports is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on our Documentation, Reports and Services will be at your own risk and that you must evaluate and bear all risks associated with the use of our Documentation, Sample Reports, Reports and Services.
    • We cannot and do not guarantee or promise any specific and intended results and benefits, including but not limited to financial, commercial or employment, from the use of our Services or Reports. You acknowledge that any use of our Services and Reports will be at your own risk. you are solely responsible for any use of and results from using our services and reports. your use of our services and reports is entirely at your own risk.
    • We do not warrant or represent that files or information available for access or downloading from the Internet, hyperlinked sites, our Site or any files and emails from us will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. your use of the internet is at your own risk and you are solely responsible for any damages to your computer systems or loss of data that results from any internet access or our site and services.
    • your use of our site, services, sample reports, reports and documentation is at your own risk. our site, services, sample reports, reports and documentation are provided on an “as is” and “as available” basis without representations, warranties, guarantees or conditions of any kind, either express or implied. we expressly disclaim all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing or usage of trade for our site, services, reports, sample reports and documentation. we make no representations, warranties or conditions regarding the availability appropriateness, completeness, accuracy, or currency of our site, services, reports, sample reports or documentation.  for greater clarity, we do not represent or warrant that: (i) our services, sample reports and reports do not and will not infringe, or be subject to any intellectual property claims, or a claim of infringing the trademark or other rights of another party; (ii) our site, sample reports, reports or documentation will be uninterrupted, functional, secure, reliable, accurate, complete, current, useful, suitable, secure or error-free; (iii) our services will be suitable, accurate, correct, reliable, complete, timely, error-free or will meet your requirements and expectations in any way; (iv) any defects in our site, services, sample reports, reports or documentation will be corrected; (v) any results obtained by you from using our site, services, reports and documentation will be positive, accurate, beneficial, useful, complete, reliable or will meet your expectations or be satisfactory; and (vi) we have verified or endorsed any third party content.  our site, services, reports and documentation may include technical inaccuracies or typographical errors, and we may make changes or improvements to the site, services and documentation at any time.
    • in no event shall strategicdb, its directors, officers, shareholders, employees, third party providers, agents or advisors (“associated persons”) be liable to you or any other person or entity for any direct, indirect, exemplary, special, incidental, consequential or punitive damages, including loss of income, loss of profits, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic or personal loss arising from or in connection with: (i) your use of or reliance on the information provided by us on our site, services, reports or stated in our documentation; (ii) your use of or inability to use our services, reports or site; (iii) your violations of trademark infringement or other intellectual property rights; (iv) any failure of performance of our site and services, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; (v) the unauthorized use of your account and password by any person; (vii) any third party content or hyperlinked sites; or (vi) any other matters relating to our site, services, sample reports, reports and documentation, whether based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not we had any knowledge, actual or constructive, that you might incur such damages.
    • we disclaim any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages.  if these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you and you may have additional rights.
  2. Indemnity

You agree at all times to defend, indemnify and hold harmless StrategicDB, its employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Site, Services, Sample Reports, Reports or Documentation, from your provision of Customer Data or from your violation of these Terms of Use.  You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of (i) your use of our Site, Services, Sample Reports, Reports and Documentation, including but not limited to trademark infringement or other intellectual property claims from third parties; and (ii) your provision of Customer Data.

  1. System Security

You are prohibited from using any services or facilities provided in connection with our Site or Services to compromise security or tamper with our system resources and/or accounts.  The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited.  We reserve the right to investigate suspected violations of these Terms of Use and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms of Use.

  1. Dispute Resolution

Any dispute, controversy or claim arising out of or relating to these Terms of Use, including any disputes relating to the Site, Services, Sample Reports, Reports or Documentation, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will be conducted by one arbitrator and the seat of Arbitration will be Toronto, Ontario. The language of the arbitration will be English. The decision of the arbitrator shall be binding upon the parties hereto.

  1. Governing Law; Jurisdiction

These Terms of Use and any action related thereto or related to our Site, Services, Sample Reports, Reports or Documentation shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws.  The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. Subject to Section 16, you agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of our Site, Services, Sample Reports, Reports or Documentation will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action.  Your use of our Site, Services, Sample Reports, Reports and Documentation is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Site, Services or Documentation in any such circumstances.

  1. Termination

You acknowledge and agree that these Terms of Use shall remain in effect for so long as you use our Site, Services or Documentation. You agree that this agreement can only be terminated by you once you have stopped using our Site, Services or Documentation. We reserve the right to suspend or terminate your use of our Site, Services or Documentation and remove and discard any information or content related to you and your use of our Site, Services or Documentation at any time, for any reason, with or without cause, if we believe that you are violating these Terms of Use in any way. If you wish to terminate your account, you may choose to cease use of the Site or to send us notification by email at hello@strategicdb.com. If you are dissatisfied with our Site, Services or Documentation, including these Terms of Use, your sole remedy is to discontinue using our Site, Services or Documentation by ceasing to use the Site which includes ceasing to use the Services that you have purchased from us.

  1. Entire Agreement

These Terms of Use and any of our other legal notices, policies and guidelines linked to these Terms of Use constitute the entire agreement between you and StrategicDB relating to your use of our Site, Services and Documentation and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms of Use may not be amended or modified except in writing or by making such amendments or modifications available on our Site.

  1. No Agency; Third Party Beneficiary

We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms of Use is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use.  These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you and StrategicDB.

  1. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent.

  1. Severability

If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

  1. No Waiver

We will not be considered to have waived any of our rights or remedies described in these Terms of Use unless the waiver is in writing and signed by us.  No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver.  Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.  Our failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms of Use.

  1. Headings

The headings used in these Terms of Use are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms of Use.

 

  1. Language

You agree that English will be the language of our Site and of all transactions occurring in connection with our Services, and you agree to waive any right to use and rely upon any other language or translations.  You acknowledge that it is your express wish that these Terms of Use have been drawn up in English. C’est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s’y rattachent soient rédigés en anglais.

  1. Last Modified

These Terms and Conditions were last modified on 2017-06-14.