Prismatic Data Solutions Inc. Master User Terms of Service
These Terms of Service (“Terms”) form a legal agreement between you (“User”) and Prismatic Data Solutions Inc. (“Prismatic”), a corporation incorporated under the laws of the country of Canada. Prismatic is a software-as-a-service (“SaaS”) company that offers its users a subscription based suite of EHS modules to manage, maintain, and improve the health, safety, environmental, and risk areas of their business. Please read these Terms and our Privacy Policy carefully because they govern User access to and use of the Service.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCEPTING THESE TERMS, OR ACCESSING OR USING THE SERVICE, YOU WILL BE BOUND BY THESE TERMS. If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. You must also be at least eighteen (18) years old to agree to these Terms. If you do not have such authority, are not at least eighteen, or if you do not agree with these Terms, you may not use the Service. These Terms are effective between you and Prismatic as a User of the Service.
Prismatic reserves the right, at its sole discretion, to modify, discontinue or terminate the Service or to modify these Terms, at any time. If we modify these Terms, we will provide User with notice of the modification. By continuing to access or use the Service after we have given notice of a modification to the Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using the Service.
- Definitions:
- 1.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
- 1.2 "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure;
- 1.3 “Customer” means any organization that pays for a subscription for use of the Service;
- 1.4 “Service” means any of Prismatic’s SaaS offerings or services;
- 1.5 "Support” means any assistance that Prismatic offers related to its Service;
- 1.6 "User" means your employee, student, independent contractor, consultant or agent that is identified and authorized by Customer to use the Service; and,
- 1.7 “Customer Data” any data or information that you push or pull into the Service for the purpose of data visualization or creating a new, actionable perspective on your business.
- Rights and Restrictions:
- 2.1 Subject to these Terms, the User is granted access to use the Service for use as per all terms agreed to by the Customer. The User can access the Service through only one specific user ID and password at a time. Your use of the Service is subject to additional terms and conditions set out in the terms of the subscription purchased by the Customer.
- 2.2 User may not: (i) copy, adapt, change, alter or otherwise modify or create derivative works based on the Service; (ii) decompile, disassemble, or otherwise reverse engineer the Service; (iii) sell, rent, lease, provide, disclose, sub-license, distribute, repackage, transfer, or assign the Service in whole or in part. (iv) use the Service to provide hosting, outsourcing or subscription service; or, (v) use the Service to access, transmit, receive or store any information for which you either do not have the right or permission to access, transmit, receive or store or which is derogatory, defamatory, obscene or offensive.
- 2.3 Prismatic does not restrict or monitor Customer Data. The User represents and warrants that it has all the rights and permissions necessary to use Customer Data in conjunction with the Service.
- 2.4 Customer Data belongs to the Customer. The User grants Prismatic a non-exclusive, royalty-free, worldwide sub-licensable right and licence to access and use Customer Data in order to provide the Service as contemplated by these Term. Prismatic will use Customer Data to not only provide the Service as it exists today, but also to allow Prismatic to provide you with innovative features and services that it may develop in the future. Prismatic collects this information directly, but it also uses third party software for this purpose as further described in the Privacy Policy. User agrees that Prismatic: (i) may create aggregate and/or de-identified information from Customer Data (“Aggregate Data”); (ii) may combine such aggregate and/or de-identified information with that of other Users; and, (iv) has the exclusive ownership of any Aggregate Data and the exclusive right to use Aggregate Data for purposes of improving the Service as long as Prismatic does not use, share, or distribute any Aggregate data outside of the Service to any third parties.
- 2.5 Prismatic compiles, analyzes and runs analytics on how Users use the Service, as well the performance of the Service itself. Prismatic collects this information directly. This usage and performance data is referred to as “Usage Data”. Prismatic uses Usage Data to build features and improve the functionality and feature set of the Service. User agrees that Prismatic: (i) may create aggregate and/or de-identified information from your Usage Data; (ii) may combine such aggregate and/or de-identified information with that of other Users; and, (iv) has the exclusive ownership of any Usage Data and the exclusive right to use Usage Data for purposes of improving the Service as long as Prismatic does not use, share, or distribute any Usage data outside of the Service to any third parties.
- 2.7 Prismatic shall have a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by the User relating to the Service.
- Intellectual Property:
Ownership in the Service, and the software powering the Service, will at all times remain with Prismatic. Prismatic will retain all right, title, copyright, trade secrets, patents, trademarks, and other proprietary and intellectual property rights in the Service and the software powering the Service. User does not acquire any rights in the Service or the software powering the service, other than those specified in these Terms. User will not remove any copyright, patent, trademark, design right, trade secret or any other proprietary rights or legends from the Service.
- Confidentiality
- 4.1 Your Confidential Information shall include Customer Data and Usage disclosed by the User. However, Confidential Information shall not include any information that: (i) is publicly known or readily ascertainable by the public, through no wrongful act of Receiving Party; (ii) is received from a third party without breaching an obligation owed to the Disclosing Party; (iii) is independently developed by or for the Receiving Party; or, (iv) was in its possession prior to it being furnished to the Receiving Party by the Disclosing Party.
- 4.2 The Receiving Party agrees that Confidential Information of the Disclosing Party: (i) will not be used for any purpose outside the scope of these Terms; (ii) will be treated with the same degree of care as similar information of the Receiving Party is treated within the Receiving Party’s organization (but in no event less than reasonable care); (iii) will not be used for the benefit of a third party; and, (iv) will remain the property of the Disclosing Party. The Receiving Party will limit access to Confidential Information of the Disclosing Party except as otherwise authorized by the Disclosing Party in writing, to those of its and its Affiliates' employees, officers, directors, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Disclosure of Confidential Information by the Disclosing Party’s employees, officers, directors, contractors, agents or Affiliates is deemed to be the disclosure by the Disclosing Party.
- 4.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
- 4.4 The obligations of the Receiving Party set forth in this section will remain in effect for a period of five (5) years following the date of first disclosure. Confidential information identified as a trade secret will be held in confidence indefinitely.
- Disclaimer of Warranties:
- 5.1 Prismatic warrants that: (i) it has validly entered into these Terms and has the legal power to do so; (ii) the Service will perform materially in accordance with the online and agreed upon documentation for the Service; and, (iii) the functionality of the Service will not be materially decreased during a subscription term.
- Limitation of Damages:
- 6.1 IN NO EVENT WILL PRISMATIC (OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS) BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWSOEVER CAUSED (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF PRODUCTION, LOSS OF INCOME, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION, LITIGATION COSTS, AND THE LIKE), WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN CONNECTION WITH THE SUPPLY, USE, OR PERFORMANCE OF THE SERVICE, REGARDLESS OF WHETHER PRISMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 6.2 PRISMATIC'S AGGREGATE LIABILITY TO YOU, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION, OR OTHERWISE WILL, IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, BE LIMITED TO DIRECT DAMAGES AND WILL IN NO CIRCUMSTANCES EXCEED, IN THE AGGREGATE, THE FEES PAID TO PRISMATIC BY YOU FOR THE SERVICE IN THE YEAR PRECEDING THE CLAIM.
- Term and Termination:
- 7.1 Governing Law: These Terms will be governed by the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. Each party agrees that the courts of the Province of British Columbia will have jurisdiction. The parties agree that the terms of the United Nations Convention of Contracts for the International Sale of Goods do not apply to these Terms.
- 7.2 Relationship of Parties: The parties are not agents or legal representatives of each other. The parties to these Terms are independent contractors. No relationship of principal to agent, master to servant, employer to employee, or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf.
- 7.3 Survival: The provisions in Articles 3, 5, and 6 and Sections 2.2, 2.3, 2.5, 2.6, 2.7, and 4.4 will survive termination of this Agreement.
- 7.4 Precedence: Conflicts will be resolved as follows: SaaS; Privacy Statement; Terms of Service.
- 7.5 Assignment: You may not assign these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Prismatic (not to be unreasonably withheld). Notwithstanding the foregoing, you may assign these Terms, without consent, to your Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets.
- 7.6 Waiver: The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. Except for actions for breach of Prismatic’s proprietary rights in the Service, no action arising out of these Terms may be brought by either party more than one (1) year after the cause of action has arisen.
- 7.7 Entire Agreement: These Terms, together with the SaaS, the Privacy Statement and the terms of any subscription, comprise the complete agreement between us regarding the subject matter.
- 7.8 Severability: If one or more provisions of these Terms are held to be unenforceable under applicable laws, those provisions will be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.
- 7.9 Legal Notices; Contacting: All legal notices to Prismatic shall be sent to info@prismaticdata.com. Questions regarding the Service can be directed to info@prismaticdata.com.