Ethelo Terms of Use

We are Ethelo Decisions Inc. (“we”, “us”, “our” or “Ethelo”).  We operate this online consultation platform (the “Platform”) to provide participant engagement and decision optimization services (“Services”), each instance of which is called a “Decision” for brevity.  

 “Clients” are the people or organizations who purchase our Services to create Decisions.  Clients invite people to participate in those Decisions (“Participants”).  Both Clients and Participants are referred to generally as “Users”.

Participants can be specifically invited and authenticated or, they may be publicly and openly invited to access the Decision through a hyperlink. Participants may participate in Decisions of many different Clients, provided they have been invited or provided public access to that Decision. 

Participants maintain their own profiles with Ethelo, independently of the Clients who invite them or other public Decisions. Participants may also elect to join the eDemocracy Network, an online community of citizens hosted by Ethelo’s nonprofit partner, the eDemocracy Network Society.

Clients can configure Decisions by using Ethelo consulting Services, or through third party “Resellers” authorized by Ethelo to sell and support Decisions for Clients, or by self-configuring the administration panel directly.

The use of any of Ethelo’s Web site’s Services or software (collectively, the “Ethelo Platform”) is subject to this Agreement as well as the Usage Policy and Privacy Policy.  

Participants agree with the following policies regarding access to the following five types of user generated information (collectively “Participant Information”)

1. Personal Decision Information: Unless the Participant otherwise specifies, feedback provided through voting and survey tools (“Personal Decision Information”) will remain anonymized unless the Participant chooses to share that information.  The choice to share information may be made available to Participants within each Decision, or as a setting they may select within their account. Personal Decision Information includes demographic information, which may be shared between different decisions without the need to re-enter it.
2. Public Decision Information: Participants agree to allow content they provide, which can include text such as comments, photos, videos and digital media, (“Public Decision Information”) to be seen by the Client, other Users and third parties who are interested in the Decision. In some Decisions Participants may post content anonymously, in which case their identity will not be attributed to the content.  
3. Usage Information: Our servers automatically log information about devices that visit the Platform in the normal course of establishing and maintaining web connections. The server logs record statistical information, such as visitors’ IP addresses, device profile, time and duration of visit, and pages visited. Collectively this forms “Usage Information”.  We collect this information so that we may continuously improve our website content, understand patterns of usage, and ensure the integrity of the data collected. 
4. Personal Contact Information: Unless a Participant otherwise specifies, their name and email (“Personal Contact Information”) will be shared with the Client hosting the decision. In some cases, the Client may provide your Contact Information to Ethelo to provide you with access to a Decision. This information will not be associated with Personal Decision Information. In some cases, additional Personal Contact Information may be requested by the Client through a survey form; if you provide that information it will be provided along with your name and email. Personal Contact Information will only be shared with Clients overseeing Decision the Participant has agreed to join. 
5. Account Information: In order to register to use the Platform, we require Account Information that includes any of the following: your correct name, your email address, your social network address(es), and your phone number or SMS number. Ethelo will maintain your Contact Information even after you delete your account, along with our record that you held an account with us and the type of account. In addition to this Personal Contact Information, we may collect other Account information, including payment, security questions and password information, which will remain private and will not be retained except as required by law.

Analyses

Participants agree to allow Ethelo to access their Participant Information in order to administer the Platform and produce reports, recommendations and other analyses (all together known as “Analyses”) for Clients, provided those Analyses do not personally identify them except as provided in this agreement and to the extent their Participant Information was already publicly shared.

Participants and Ethelo agree that Analyses provided to a Decision Client are the property of the Client. If the Client was acting on behalf of a Group with corporate existence, the Group may also access the Analyses on presentation of acceptable authorization. The Client agrees that all Participants can view the Analyses unless otherwise provided in the specific Terms of Use for a particular Decision.

Participants agree to allow the Client to see their Participant Information provided any personally identifiable information is removed (“Anonymized Decision Information”).

Confidentiality

The “Confidential Information” of a Participant may include, solely to the extent entered into the Platform by the Participant, their Personal Decision Information, Public Decision Information, Contact Information, Usage Information, and Account Information.

We agree not to use any Confidential Information for any purpose except to operate the Platform and Services in accordance with this Agreement. We agree not to disclose any of your Confidential Information to any third party other than to (a) our employees and consultants who are bound by confidentiality obligations and are required to have access to the Confidential Information in order to operate the Platform and Services and (b) our Clients, under the terms of this Agreement.

Nothing in this Agreement limits our right to independently develop, acquire or market products, ideas, or businesses, without use of your Participant Information. 

Confidential Information will not include any information that (i) was publicly known and generally available in the public domain prior to the time of disclosure by you; (ii) becomes publicly known and generally available after disclosure by you through no action or inaction of ours; (iii) is already in our possession at the time of disclosure by you; (iv) is obtained by us from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by us without use of or reference to your Confidential Information; or (vi) is required by law to be disclosed by us, provided that we give you prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

Account Cancellation and User Information

A Participant may delete their account, or portions of data attached to that account, at any time by visiting the Profile page or sending an email to info@ethelo.com. Ethelo will retain Account Information and Usage Information to maintain its record of the Client or Participant relationship.

After cancellation or termination of your account for any reason, you will no longer have access to your account and the Participant information you provided. Ethelo will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason. If a User account remains inactive for a period of 18 months, we may deactivate the account.

Acknowledgment and Acceptance

By using the Ethelo platform, you accept and agree to all of the terms and conditions set forth in this Agreement and any other rules and policies set forth on this Platform. You hereby acknowledge that you are either i) 18 years of age or older or ii) have taken and followed all necessary action and compliance pursuant to provincial and federal laws. Please read the following terms of this agreement carefully.

If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the Ethelo Platform, then you represent and agree that you have the authority to accept these Terms of Use on behalf of such corporation or other legal entity and that all provisions of these Terms of Use will bind that corporation or other legal entity as if it were named in these Terms of Use in place of you.

Registration and Password 

Users who register to use or administer the Platform will provide a password in order to access the Platform and their account and will provide current, complete, accurate information in the registration section. Users will further update and keep that information current as needed. Email login must be a valid email address maintained by the User. Users are solely responsible for maintaining the confidentiality of their password and account information. Users will immediately notify us of any unauthorized account activity, or any unauthorized use of your email list(s) or any other breach of security Users become aware of. This Platform is a single individual per log-in service. Multiple logins and passwords to the same account are not available or permitted. You may not share logins and passwords with others. Sharing login information is in violation of this Agreement and may result in immediate account termination.

Lawful Compliance

To comply with applicable laws and lawful governmental requests, to protect Ethelo`s systems and customers, or to ensure the integrity and operation of Ethelo’s business and systems, Ethelo may access, store and/or disclose any information stored or transmitted on or through the Ethelo Platform which Ethelo considers necessary or appropriate, including, Account Information, Content Information, Contact Information and IP address and traffic information, and usage history.

Ethelo also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.

Prohibited Uses

Users acknowledge, warrant and agree that:

1. You will not transmit through the Service or the Platform any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. 
2. You will not send any transmission that attempts to hide your identity or represents you as someone else. 
3. Any attempt by you to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly prohibited. 
4. You will not use the Service or the Platform to send any materials, including Decisions and requests to take Decisions, to any persons under 18 years of age unless and until you have taken and follow all necessary action and compliance pursuant to provincial and federal laws. 
5. You will not upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else’s computer, the Service or the Platform. 
6. You will not interfere or disrupt networks connected to the Service and the Platform. 
7. Any attempt by you to gain unauthorized access to any computer system, including accounts, lockers or databases maintained by and for Ethelo, is strictly prohibited. 
8. You will comply with all laws, rules and regulations regarding transmission of technical data exported from the country of Canada. 

If you engage in any activity set forth in this paragraph or violate any terms or conditions of these Terms of Use, your account will be terminated without notice and use of the Service and Platform prohibited. We will report any unlawful conduct to the appropriate authorities and turn over any and all information regarding such activity to appropriate persons or entities.

Copyright Infringement

If you believe that any material available on or through the Ethelo Platform violates your copyright, you may send Ethelo a copyright infringement notice. The Copyright Act requires that your notice must be in writing and must include substantially all of the following:

1. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Ethelo to locate the material. If multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Ethelo requests that complete URLs for each instance of the allegedly infringing material be provided.  
2. Information reasonably sufficient to permit Ethelo to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.  
3. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  
4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Ethelo Platform, please contact Ethelo Decisions Inc. by email at info@ethelo.com. 

Ethelo will terminate, in appropriate circumstances, account holders of the Ethelo Platform who are repeat copyright infringers. Please be aware that the Copyright Act provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. 

Accuracy of Information

Ethelo cannot and does not need to control all Content posted by third parties on or through any Decision, and we do not guarantee the accuracy, integrity or quality of such Content. Ethelo assumes no liability or responsibility for any errors or omissions in Content. 

Objectionable Content

You understand that by using in a Decision you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable and you agree that under no circumstances will Ethelo be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content.

If you would like to report objectionable materials, you may use the flagging feature by clicking the “Inappropriate” link attached to every topic post and reply. Urgent issues can be reported to info@ethelo.com.

Third Party Requests

“Third Party Request” means a request from a third party for records relating to a User’s use of the Services including information regarding an User. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from Users permitting a disclosure.

The Client is responsible for responding to Third Party Requests via its own access to information policies. Clients will seek to obtain information required to respond to Third Party Requests and will contact Ethelo only if they cannot obtain such information despite diligent efforts.

Ethelo will make reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify the Client of Ethelo’s receipt of a Third Party Request; (B) comply with Client’s reasonable requests regarding efforts to oppose a Third Party Request; and (C) provide the Client with information or tools required for the Client to respond to the Third Party Request (if the Client is otherwise unable to obtain the information). If the Client fails to promptly respond to any Third Party Request, then Ethelo may, but will not be obligated to do so.

Links and Advertisers

Ethelo may provide advertising space and/or links and pointers to Internet sites maintained by third parties. Ethelo has not reviewed all of the third -party sites nor reviewed any products or services they may provide. Ethelo is not responsible for nor does it endorse the contents or any products or services of such third parties or their sites. Ethelo does not control in any respect any information, products or services offered or suggested by third parties on the site. Ethelo does not endorse or otherwise warrant or guarantee the products or services that are either advertised on the site or connected by link.

Updates To Terms

Ethelo reserves the right to update and change these Agreements from time to time without notice or acceptance by you, so please check this page frequently for updates and changes. However, changes made to these Agreements will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and Ethelo as of the date the changes take effect and (ii) Ethelo has actual notice of the dispute as of the date the changes take effect. You acknowledge and agree that we may, with or without notice, modify or terminate the Services and/or the Platform. Further, we may modify these Terms of Use from time to time, including the fees we charge for Services. 

We will notify you of changes we make by posting a notice on our Platform, or, if we choose, by sending you an email. If you do not accept the changes, you must terminate your subscription or other use at that time. Your use of the Platform or the Services after the notice is posted (or we send you the email) shall be deemed to be acceptance of the modification or termination of the Services or these Terms of Use.

Other Agreements

The Agreements are the entire and only agreement between Users and Ethelo and supersede any prior or other understandings, representations or warranties including, but not limited to, any nondisclosure agreements, purchase orders, license agreements, service agreements, invoices or other terms and conditions that you may provide to us in respect of the Platform or Services. Users agree that each use of the Services and the Platform reaffirms your acknowledgment and agreement to the most current version of these Agreements.

Your use of the Ethelo Platform may also be subject to additional terms, conditions, policies and/or agreements applicable to a specific Web site, service, software, service level or version. In the event of any conflict between these Agreements and such additional terms, conditions, policies and/or agreements, the additional terms, conditions, policies and/or agreements will control. For the avoidance of doubt, if there are terms and conditions in these Agreements regarding subjects on which the additional terms, conditions, policies and/or agreements are silent, such silence will not constitute a conflict and the terms and conditions in these Terms of Use will control.

Overview of Terms

These Terms of Use give Clients important obligations. Clients agree to the following responsibilities:

1. Respect the privacy and confidential nature of decision information provided by participants. 
2. Compliance with our Anti-Spam policy. 
3. Lawful use of the Services only. 
4. Creation, maintenance and accuracy of all content in the account including but not limited to Decision Content, and current billing and Client contact information. 
5. Payment of all agreed subscription fees for Services according to payment terms set out in these Terms of Use. 
6. Full responsibility for all activity associated with your use of our Platform and Decision Services. 
7. Compliance with all other obligations set forth in these Terms of Use. 

We reserve the right to deactivate without notice the account(s) of Clients who fail to uphold their obligations and responsibilities as we determine appropriate or necessary. 

You enter and use the Platform and the Services at your own risk. Ethelo is not responsible for your activities, Decisions, content, results or questions from respondents, other data, or any other matter concerning your use of the Platform or the Services.

As between you and Ethelo, you are solely responsible for the acts and omissions of Participants in your Decision, and you are solely responsible for managing the interaction among Participants and between Participants and yourself.

We recommend that Clients download and archive the data produced Decision results and other data in your own organization’s records, as we reserve the right to discontinue your account(s) or terminate the Services at any time. We are not responsible for the deletion of any data that is in or has been added to your account(s)

Access to Participant Information

Ethelo manages and controls all information provided by Participants. Ethelo provides its Participants with guarantees around their privacy and the confidentiality of information they provide, and as such, Clients are only allowed limited access to certain types of information. 

Personal Contact Information: Clients may at any point download the name and email addresses of participants who have registered. The Client may also use the survey tools to collect other personal contact information such as address, and Ethelo will share that information with the Client provided that the Participant has clicked a checkbox indicating their agreement to a waiver in an approved form allowing Ethelo to share that contact information with the Client.

Anonymized Decision Information: Clients are entitled to access to, and may at any point download, anonymized vote and survey data provided by Participants as they proceed through the Decision. This anonymized Decision Information includes all information provided by Participants as they participate in the Decision including; voting data, survey data, usage data, geographic data and comment data. 

Ethelo will not disclose the Personal Decision Information or Usage Information of specific participants, for example, by associating that Information with their Personal Contact Information. The Client agrees to be bound by this obligation as well. In particular; 

• The Client agrees not to attempt to associate Anonymized Decision Information with other external datasets that would have the result of revealing the personal identity of any participant in connection with that Information.
• Client will not retain or release personally identifying Decision Information obtained from the Platform through accident caused by Ethelo or Participant and agrees to immediately destro such information.
• Clients agree not to use the survey tools to gather information that can personally identify any participants, unless specifically agreed to by participants.

Participants can agree to waive this confidentiality requirement in certain situations. In order to waive this requirement, the Client must provide Waiver Text that makes clear the intended use of that information, followed by a consent checkbox that the Participant must check to authorize the Client’s access to their non-anonymized Personal Decision Information. This waiver text and consent must be placed at before the information sought, and must make clear what information it will apply to.

Platform Subscription and Services

This Agreement will grant to Clients, commencing on the effective date of their subscription to the Ethelo Platform (the “Effective Date”) and continuing thereafter for the term of their subscription (unless terminated earlier pursuant to these Terms of Use), a non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the then-current versions of the Ethelo Platform to which the Clients have subscribed for the purposes of creating, maintaining and administering a Decision. The Ethelo Platform is licensed hereby, not sold.

Subscriptions to the Ethelo Platform may be made available in different service levels. Not all of the features and functionality of the Ethelo Platform may be available in each version or service level. The features and functionality of each version or service level may be changed from time to time at Ethelo’s discretion.

In addition to subscriptions for the use of and access to the Platform, Ethelo may provide the Client with additional services, including;

• Configuration Services, in order to customize the Platform for specific decision processes
• Participant Engagement Services, in order to ensure a broad, diverse group of Participants who can provide feedback to the Decision
• Reporting Services, to enhance the public-access results with deeper analysis and formatted reports
• Expert Advisory Services

The details of Ethelo Services will be set out in a Proposal and Work Order which will set out the timelines, requirements and deliverables for the Services. 

Ethelo will do its best to provide its Services to meet deadlines communicated by the Clients. However, Ethelo cannot provide any guarantees regarding delivery of Service timelines, and cannot be held liable for any damages that may occur for delayed launches of Decisions or production of reports or analysis. 

Reporting and Analysis

Ethelo is not responsible for the Participant Information submitted by Participants or for the results generated by Participant Information. Ethelo does not warrant or make any representations regarding the reliability or accuracy of the Participant Information supplied to Ethelo nor the responses or information supplied by Participants.

Ethelo does not warrant or make any representations regarding the use or the consequences of the use of Analyses by the Platform, nor does Ethelo warrant the correctness, usefulness, reliability, accuracy or otherwise of any Analyses and is not responsible for any damages, including without limitation, lost profits, business interruption or other loss resulting from use of or reliance in any way on any Analyses. It is solely the Client’s responsibility to evaluate the accuracy, reliability, completeness and usefulness of any decisions, decision responses, decision results or other information received while using the service or site.

Client Payment Terms

If you are a Client, in order to make use of the Ethelo Platform you may be required to provide Ethelo with billing and account information (“Billing Information”) for a credit card, payment card or another payment system for which you are authorized to approve charges (each, a “Payment Source”) to allow Ethelo to collect payment from you for your use of the Ethelo Platform. You must provide Ethelo with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete.

Payment for Platform access is due in advance of service.  Other Services provided by Ethelo are due within 15 days of the date of invoicing.  Late payment interest charges of 1% per month become effective as invoiced amounts become overdue.  Late payment interest is calculated from the invoice date and becomes collectable as soon as the invoiced amount becomes overdue.

Unless other payment arrangements have been made in advance and confirmed by Ethelo, you authorize Ethelo to automatically and immediately bill your credit card or automated payment provider when chargeable Services of the Ethelo Platform are due, without any further action on your part or other prior notice on the part of Ethelo. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.

You are solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder. Applicable sales, value-added, or consumption taxes are in addition to all fees stated for use of the Ethelo Platform.

Clients agree to pay, and we will automatically charge, all account fees, including any fees for usage that exceeds the agreed service plan limits (“Plan Thresholds”), and including any applicable sales taxes, at the Plan Threshold rates in effect when the fees are incurred.  Ethelo, under a best efforts basis, will advise Clients when Plan Thresholds are being approached during active Decision periods.

If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Ethelo Platform when due, your account and active Decisions may be downgraded, suspended or cancelled, at Ethelo’s discretion. If your account is suspended, Ethelo may, but is not obligated to, maintain your account and/or related content and information, in order to allow you to pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled.

Unless stated to the contrary, all currency references are in Canadian dollars.  

Cancellation and Refunds

All sales are final and refunds are provided only for accidental duplicate orders. Refunds will only be made to the credit card through which the original purchase was made. An administration fee may apply in such cases to cover processing costs and third-party commissions. Ordering a software license signifies your acceptance of this Refund Policy.

You may cancel your subscription at any time by sending us an email including appropriate authorization from a duly authorized officer of the Client: info@ethelo.com. Upon receipt of your cancel selection, we will promptly terminate your access to the Platform and Services. In the case of cancellation no refunds of subscription fees will be given. We reserve the right to terminate your subscription and/or discontinue access to the Platform and Services at any time for any reason.

Term and Termination

The initial term of Client Agreement shall be set out in the Invoice provided to the client. In the case of an annual license, that term shall be one year commencing on the Effective Date, which shall automatically renew for a further period of one year upon each expiry of the then current term, unless either party provides written notice to the other party of its intention not to renew at least 45 days prior to the end of the then current term.

These Terms of Use and the Service may be terminated by Ethelo at any time. Ethelo shall not be liable to Users or any third party in any manner for termination of the Service. In the event you should become dissatisfied with the Terms of Use or any modifications thereof, or with the Service or the Platform, your only recourse is to discontinue use of the Service, terminate your subscription, and give notice to us of these actions. Upon termination, your right to use the Service and the Platform cease immediately and Ethelo shall have no obligation whatsoever to retain, forward or make available to you any Decisions, Decision responses or Decision results.

Effects of Termination

If this Agreement terminates: (i) the rights granted by Ethelo to the Client will cease immediately (except as set forth in this section); (ii) Ethelo may provide the Client access to its account at then-current fees so the Client may export its Decision Data; and (iii) after a reasonable period of time, Ethelo may delete any Client Data relating to Client’s account. The following sections will survive expiration or termination of this Agreement: Third Party Requests, Intellectual Property Rights; Confidentiality, Fees & Payments), Effects of Termination, Indemnification, Exclusion of Warranties; and Limitation of Liability.

No Spam Allowed

 In order to maintain Ethelo’s integrity as a trusted decision tool we require that messages sent through our systems have a high rate of interaction with the intended recipients, and thus, do not permit the use of these systems for the purposes of email marketing in any way that is not strictly in the spirit of collecting feedback from Participants. Clients acknowledge, warrant and agree that:

1. You will not engage in any spamming activities in your use of the Platform, Services or Personal Contact Information obtained through the Platform.
2. You will not use the Ethelo Platform or Services to transmit any messages unrelated to a Decision. You understand that any communications by way of email, social media, SMS, or other messaging activities through Services provided by Ethelo that do not directly relate to your use of Ethelo’s Services for your Decision are strictly forbidden. 
3. You warrant that you either have an ongoing business or personal relationship with or have obtained consents to send email/SMS messages inviting participation in a Decision to the persons on your own email/mobile phone list and on any lists you have acquired from a third party. 
4. Your use of the Platform and Services will not violate any Canada or foreign spamming, junk mail or other related laws or regulations prohibiting or discouraging unsolicited mail. 
5. If you engage in any unlawful spamming activity, Ethelo will report such conduct to the appropriate authorities and turn over any and all information, including
   personally identifiable information, to appropriate law enforcement persons or entities. 
6. We may request at any time that you provide proof that your email/SMS participants have agreed to receive email/SMS messages from you. We may require that you provide the name of a list vendor and documentation of specific opt-in processes you or the vendor have used. 

We will terminate the account of any Client or User determined to have used the Services in connection with any spam social networking, email/SMS or otherwise breached these Terms of Use. Please be advised that we may also terminate your account if your mailings result in high bounce rates, a report or complaint of spam against the sender, poor monitoring of recipient consents including lax address book and email/mobile phone list management, or lack of compliance with anti-spam guidelines. We reserve the right to terminate your account(s) and your use of the Services, without notice, if we believe your activities are not in compliance with this Anti-Spam policy. 

No Targeting Children

Clients represent and warrant that your Decisions will not target children under 13 and that you will not knowingly collect personally identifiable information from children under 13.

Uptime Guarantee and Reporting

1. Ethelo guarantees 100% network uptime for all Clients. During one calendar month, a complete network outage shall not occur. If a network outage should happen, Ethelo will compensate its clients with a credit equivalent to one day of service for the first 15 minutes of unavailability and a credit of one day of service for each of the subsequent hours. The credit can be claimed up to the amount paid for the subscription. Unavailability is defined by failed PING commands to the Ethelo platform. This unavailability must be directly caused by problems in the connection linking Ethelo to the Internet and must be verifiable from multiple external Internet hosts. Credits for networks unavailability will be applied to extend the Client’s subscription or against the Client’s next invoice, at the Client’s discretion.
2. In the case of platform downtime, Ethelo will provide email notice to customers within 48 hours of network downtime of the times and duration of the network downtime.

Notice of Maintenance

1. Scheduled Maintenance/ Planned Maintenance: Ethelo will conduct regular and planned maintenance on the platform. This maintenance may interfere with the availability of Ethelo features and functionality. This maintenance will occur between the hours of 9am and noon PST. At least 24 hours prior notice will be given to customers before any planned maintenance is carried out. Any loss of functionality caused by scheduled maintenance is excluded from the calculation of platform availability, unless that maintenance causes platform unavailability.
2. Emergency Maintenance: From time to time we may need to carry out emergency maintenance to the Ethelo platform to install emergency patches and carry out emergency repairs. We may carry out emergency maintenance at any time. We will provide the customer with prior notice of emergency maintenance on a best efforts basis. Any loss of functionality caused by emergency maintenance is excluded from the calculation of platform availability, unless that maintenance causes the platform to be unavailable. 
3. Upgrades: New or improved features to Ethelo functionality will be provided to the Client free of charge unless those upgrades do not apply to the Ethelo product used by the Client. When an upgrade is deployed, it will apply to all Client configurations unless it creates an incompatibility with a live Decision. We will provide notice on our website of new or improved features.

Errors and Reporting

1. Notice of Error: The Customer shall promptly notify the Ethelo service representative named in its service agreement of any errors or problems with the Ethelo platform.
2. Duty to Acknowledge, Respond and Fix Errors: Ethelo will acknowledge critical errors and respond by email within one hour of receipt of notification provided such notification is received between 9am and 8pm PST, otherwise before 9:30am PST the following day. Ethelo will begin working to fix critical errors the day we respond to the notification, or the next business day. Ethelo will acknowledge non-critical errors and respond by email within 24 hours of receipt of notification with details of the time expected to correct the non-critical error. Ethelo will determine, in its sole discretion, the severity of the error based on its reproducibility and impact on the overall impact on the participant experience. Ethelo provides no guarantee of the time to resolve errors.
3. Supporting Global Customers: At this time, support is provided in English only, and customers must provide notification of errors in English.
4. Exclusions: Ethelo is not responsible for errors or problems which have been caused by something beyond our control such as the customer’s inability to connect to the Internet or special extensions installed onto their browse.

Language

The Parties agree that any notice or document relating thereto be drafted in the English language only. Les parties aux présentes ont expressément exigé que la présente convention ainsi que tout avis ou document s’y rattachant soient rédigés en langue anglaise seulement.

Relations Between the Parties

The Parties are independent contractors and do not have any power (nor will it represent itself as having any power) to in any way enter into commitments or contracts, assume obligations, give any warranties, make any representation or incur liability of any kind in the name of the other party or on behalf of the other party or to otherwise bind or obligate the other or to assume or create any expressed or implied obligation or responsibility on behalf of the other or in the other’s name. Nothing in this Agreement shall be construed to create a relationship of partners, joint venturers, fiduciaries, master­servant, agency or other similar relationship between the Parties.

Force Majeure

Except for payment obligations, neither Ethelo nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action and Internet disturbance).

Disclaimer of Warranties

Ethelo “as is”: You expressly acknowledge and agree that use of the Platform and Services is at your sole risk. The Platform and Services are provided on an “as is” and “as available” basis to the fullest extent allowed by law, Ethelo expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. The contents of the Platform or Services may contain bugs, errors, problems or other limitations. 

Decision Content and Intellectual Property

Except as expressly set forth herein, this Agreement does not grant (i) Ethelo any Intellectual Property Rights in the Decision Content or (ii) the Client any Intellectual Property Rights in the Platform, Services or any other products or offerings of Ethelo, Ethelo trademarks or brand features, or any improvements, modifications or derivative works of any of the foregoing. “Intellectual Property Rights” means current and future worldwide rights under patents, copyright, trade secrets, trademark, more rights or other similar rights. 

“Decision Content” that you provide, which includes not only text, images, and audiovisual media but also any other form of intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material that you post on or through Ethelo belongs to you and you may use it in any other way without restriction. But by using Ethelo, you are granting Ethelo and other Users permission to use your Decision Content as described in these Terms of Use.

By sharing Decision Content on Ethelo, you are granting Ethelo a nonexclusive, worldwide, royalty-free, sub-license-able and transferable right and license to use, reproduce, create derivative works of, distribute, publicly perform and publicly display your Decision Content on and through Ethelo and on and through Services affiliated with Ethelo, regardless of the form of media used or of whether such Services now exist or are developed in the future. If you post Decision Content on or through Ethelo, you represent and warrant that you have the right to post that Decision Content and to grant the above rights to Ethelo.

Right to Decision Content

You understand that posting your Decision Content on or through the Platform is entirely voluntary and will expose your Decision Content to public display in a non-confidential manner. You understand that Ethelo and/or any past, present or future User may view your Decision Content and may develop or have developed Decision Content which is identical or similar to yours, may already know of such Decision Content from other sources or may have taken or will take some other action with respect to such Decision Content. Therefore, you represent and agree to all of the following and acknowledge that Ethelo and its Users are explicitly relying on such representations and agreement with regard to your Decision Content:

1. The Decision Content represents your own original work and you have all necessary rights to disclose the Decision Content. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed by the Decision Content being viewed and used as described in these Terms of Use. 
2. Your disclosure of the Decision Content does not violate a confidential relationship with any third party, establish a confidential relationship with Ethelo or its Users or obligate Ethelo or any of its Users to treat your Decision Content (or any related materials) as secret or confidential. 
3. Neither Ethelo nor any of its Users has any obligation, either express or implied, to make any use of your Content. However, if Ethelo and/or any of Users do make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Decision Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Decision Content. 
4. In the absence of a separate written contract, your rights with regard to Ethelo and its Users of your Decision Content shall be as described in these Terms of Use and as existing under the laws of British Columbia and Canada. Neither Ethelo nor any of its Users assumes any obligation with respect to any of your Decision Content except as set forth in these Terms of Use, unless and until it enters into a separate written contract with you, and then only as expressed in that separate written contract. 
5. Content posted by another person or company on or through Ethelo belongs to the poster. Except as expressly permitted in these Terms of Use, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any content that does not belong to you, other than viewing of the content on or through Ethelo as Ethelo may make available.

Ethelo Intellectual Property

Ethelo owns all right, title and interest in and to the Ethelo Platform, including all computer code, graphics, user interfaces and audiovisual content used to provide the Ethelo Services, and the combination of all the elements on the Ethelo Decision platform. The Ethelo Platform as a whole, the underlying computer code, the user interface and graphic elements are all copyrighted works of Ethelo. Various other aspects of Ethelo Decision Platform may be protected by intellectual property laws including laws of copyright, trademark, service mark, patent and trade secret. Ethelo reserves all rights to the Ethelo Platform that are not expressly granted herein. 

By way of example only, and not limitation, you do not have the right to modify, adapt, translate, or reverse engineer any portion of the Ethelo Platform and you do not have the right to index or aggregate any portion of the Ethelo Platform (either by hand or by means of a robot, spider, or other device). Nothing in this Agreement will be construed as granting you any property rights in the Ethelo Platform or to any invention or any patent, copyright, trademark or other intellectual property right that has been issued, or that may issue, based on the Ethelo Platform.

Suggestions

Ethelo, may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, and licence and sublicense, any feedback comments, or suggestions Clients or Participants send Ethelo or post on the Platform without any obligation to the Client or Participant.

Archival Storage

At the conclusion of a Client Decision, Ethelo may store an archived version of the Decision for future access by the Client, even if the Client no longer holds a subscription to the Platform.  Ethelo will make that archived copy available on request to the Client with reasonable notice. The Client agrees to allow Ethelo to keep such a copy, and to use that copy for demonstration purposes provided no personal information is disclosed thereby. Clients can request the deletion of archived Decision at any time in writing.

Ethelo may disclose archived Decision Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that your Decision Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of Ethelo, its users and the public.

Assignment

You may not assign your subscription to the Ethelo Platform, and such any assignment by you will be null and void; provided, however, that you may assign your subscription to the Ethelo Platform to its successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets.

Indemnification

You agree to defend, indemnify and hold harmless Ethelo, its parent entities, subsidiaries, affiliates, officers, and employees, from any and all claims and demands, including attorneys’ fees, due to or arising from your use of the Platform or the Service, Analyses and any other conduct related in any way to the Service or the Platform, including but not limited to breaching any warranty or provision contained in these Terms of Use.

Jurisdiction

The Ethelo Platform is hosted in Canada. If you use the Ethelo Platform from outside of Canada, you acknowledge that you are voluntarily transferring information (potentially including personally-identifiable information) and content to Canada and agree that Ethelo’s collection, use, storage and sharing of your information and Content is exclusively subject to the laws of British Columbia and Canada, not of the jurisdiction in which you are located. These Terms of Use and the relationship between you and Ethelo shall be treated as if entered into and executed in the province of British Columbia and shall be governed and construed in accordance with the laws of the province of British Columbia, without regard to conflict of law principles, and also excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to submit to personal and exclusive jurisdiction and venue of the courts in British Columbia, Canada. 

Ethelo makes no representation that the materials and content on the Platform or relating to the Services are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is strictly forbidden. Those who access the Services or the Platform from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws. Any claim or demand under these Terms of Use must be made within 1 year of the occurrence of the underlying facts. You will comply with all British Columbia and Canadian laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.

Severability

Each of the Parties agrees that notwithstanding anything otherwise contained in this Agreement, in the event that any clause, term or provision of this Agreement or any portion hereof is determined by any Court, arbitrator or other tribunal of competent jurisdiction to be invalid, unenforceable, in conflict with any applicable law or regulations or otherwise illegal, this Agreement shall continue in full force and effect as if the offending clause, terms and provisions hereof or portion thereof are no longer incorporated herein.

Disputes

In any dispute arising from the relationship between you and Ethelo or these Terms of Use, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. The failure by Ethelo to enforce any right or provision under these Terms of Use shall not constitute a waiver of that provision or any other provision of these Terms of Use. If any provision of these Terms of Use shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions shall remain in full force and effect.

Arbitration: Any dispute, controversy, claim or other matters of differences arising out or in relation to this Agreement and its schedules, including but not limited to its existence, breach and damages resulting therefrom, termination or legal validity shall be finally and exclusively settled by binding arbitration in accordance with the rules of the Canadian Commercial Arbitration Centre, in force at the time of the signature of the Agreement, which rules the parties hereto expressly state to be known to them and are herein incorporated by reference by a single arbitrator appointed by the Canadian Commercial Arbitration Centre who will be requested to provide the appropriate administrative services. The place of arbitration shall be Montreal, Canada and the English language shall be used throughout the arbitration proceedings. 

Injunctive Relief: Nothing herein contained shall prevent any party hereto from instituting an action at law against the other party requesting temporary restraining orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending final settlement of such dispute by arbitration.