Terms of Use

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, "Client") and SafeDigit Information Systems Inc. (“SafeDigit”, “we”, “us”, or “Supplier”), concerning your access to and use of the https://www.safedigit.io website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Service”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Service from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Service after the date such revised Terms of Use are posted.

CLIENT OBLIGATIONS
General use:  The Client and its personnel must: use the Service in accordance with the Terms of Use solely for:
the Client’s own internal business purposes; and lawful purposes ; and not resell or otherwise commercially exploit the Service.
 

Access conditions:  When accessing the Service, the Client and its personnel must:

  1. not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;

  2. correctly identify the sender of all electronic transmissions;

  3. not attempt to undermine the security or integrity of the Underlying Systems; 

  4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;

  5. not attempt to view, access or copy any material or data other than: 

    1. that which the Client is authorised to access; and

    2. to the extent necessary for the Client and its personnel to use the Service in accordance with the Terms of Use

  6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and

  7. comply with any terms of use on the Website, as updated from time to time by the Supplier.

Authorisations:  The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service. 

 

The Client is fully responsible for maintaining the confidentiality of their credentials. You agree to immediately notify SafeDigit at info@safedigit.io should you know, or have reasonable grounds to suspect, that the username and password have been compromised.


DATA 
The Client acknowledges that: the Supplier may require access to the Data to exercise its rights and perform its obligations and to the extent that this is necessary but subject to the SafeDigit Privacy Policy and any confidentiality agreements herein, the Supplier may authorise a member or members of its personnel to access the Data for this purpose. 


The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Service, the Supplier is acting as an agent of the Client for the purposes of any applicable privacy law. The Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process that information in accordance with the Terms of Use and SafeDigit’s Privacy Policy found at https://www.safedigit.io/privacy-policy


INDEMNITY

The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

INTELLECTUAL PROPERTY RIGHTS 
The Service, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors).  The Client must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client.  The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Terms of Use and Privacy Policy


THIRD PARTY SITES AND MATERIAL

The Client acknowledges that the Service may link to third party websites or feeds that are connected or relevant to the Service.  Any link from the Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators.  To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds. 


WARRANTIES
Mutual warranties:  Each party warrants that it has full power and authority to enter into and perform its obligations under the Terms of Use which will constitute binding obligations on the warranting party.
No implied warranties:  To the maximum extent permitted by law, the Supplier’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability 
Limitation of remedies:  Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Terms of Use.  However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to:
supplying the ervice again; and/or paying the costs of having the Service supplied again.


LIABILITY
Maximum liability:  The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed USD $3,000.
Unrecoverable loss:  Neither party is liable to the other under or in connection with the Agreement or the Service for any: loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or consequential, indirect, incidental or special damage or loss of any kind.
No liability for other’s failure:  Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.


TERM, TERMINATION AND SUSPENSION

These Terms of Use shall remain in full force and effect while you use the Service. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.


FORCE MAJEURE

Neither party is liable to the other for any failure to perform its obligations under the Terms of Use to the extent caused by Force Majeure, provided that the affected party: immediately notifies the other party and provides full information about the Force Majeure; uses best efforts to overcome the Force Majeure; and continues to perform its obligations to the extent practicable.

WAIVER AND VARIATION

To waive a right under the Terms of Use, that waiver must be in writing and signed by the waiving party. Any variation to the Agreement must be in writing and signed by both parties.

The Terms of Use is governed by, and must be interpreted in accordance with, the laws of British Columbia, Canada. 

Last updated 17 February 2022