Terms of Use

Sylogist Terms of Use
The www.sylogist.com website (“Website”) is owned and operated by Sylogist Ltd. ( “Sylogist”).

PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THE WEBSITE OR WEBSITE SERVICES (DEFINED BELOW) OR CREATING A USER ACCOUNT (“ACCOUNT”). THESE TERMS OF USE EXEMPT SYLOGIST AND OTHER PERSONS FROM LIABILITY, SPECIFY THE JURISDICTION FOR THE RESOLUTION OF DISPUTES AND CONTAIN OTHER IMPORTANT PROVISIONS.

BY USING THE WEBSITE OR USING ANY WEBSITE SERVICES, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT USE THE WEBSITE OR WEBSITE SERVICES.

Throughout this Website, we provide you with access to a variety of resources, including developer tools, download areas, communication forums and product information (collectively “Website Services“). The Website Services, including any updates, enhancements, new features, and/or the addition of any new web properties, are subject to these Terms of Use. If you purchase any product or service from Sylogist, the terms of use for those products and services, including software, will be set forth in a separate agreement between you and Sylogist.

1. Your Acceptance of These Terms

These Terms of Use are a binding agreement between you and Sylogist regarding your access to and use of the Website and Website Services. Each time you use the Website or the Website Services, you signify your unconditional acceptance and agreement, without limitation or qualification, to the most current version of these Terms of Use. If you do not unconditionally accept and agree to these Terms of Use, then you may not use the Website or the Website Services.

“Website” means all of the Website’s content (including all text, graphics, images, video, and other elements available on or through the Website) and the design, structure, selection, arrangement and look and feel of each element of Website content and the www.sylogist.com website as a whole.

2. Changes to these Terms of Use

Sylogist may change these Terms of Use (and any other documents referenced in these Terms of Use), at any time and from time to time, with at least sixty (60) days’ notice, by posting the changed Terms of Use on the Website.

The changed Terms of Use are effective sixty (60) days after the notice of change is posted on the Website, unless the changed Terms of Use expressly state otherwise. It is your responsibility to check the “Last Updated” date at the bottom of these Terms of Use and review any changes since the previous version. By using the Website or the Website Services after these Terms of Use have been changed by Sylogist, you signify your unconditional acceptance and agreement to be bound by the changed Terms of Use. You may not change these Terms of Use.

3. Permitted Users

The Website and Website Services may be used only by individuals (natural persons) who are the age of majority (which in most jurisdictions is either 18 or 19 years) in the jurisdiction in which they live and are capable of forming a binding contract under applicable law. You may not use the Website or Website Services if: (i) you do not accept and agree to these Terms of Use; (ii) you have breached these Terms of Use; or (iii) your permission to use the Website has been suspended or terminated by Sylogist.

Sylogist may not make the Website Services available in all markets and jurisdictions, and Sylogist may restrict or prohibit use of the Services from certain jurisdictions. If you are registering to use the Website Services on behalf of a legal entity, you represent and warrant that: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.

4. Permitted Use of the Website and the Website Services

Subject to these Terms of Use and all applicable laws, you may use the Website and the Website Services for your lawful, personal use for non-commercial purposes only, only in the manner purposefully made available by the Website and the Website Services and subject to these Terms of Use and all applicable laws. Use of the Website or the Website Services for any other purpose or in any other manner is strictly prohibited.

5. Registration, Accounts and Security

If any of the Website Services requires you to open an Account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also may choose a password and a username. You are entirely responsible for maintaining the confidentiality of your password and Account. Any personal information you supply will be subject to our Privacy Policy located at: Sylogist.com. When you create an Account, you agree to: (a) create a strong password that you do not use for any other website or online service; (b) provide current, accurate and complete information; (c) maintain and promptly update your Account information; (d) maintain the security of your Account by protecting your password and restricting access to your Account; and (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Account; and (f) you will log out of your Account by taking proper steps at the end of every visit.

You are responsible for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law. You will not use any Account other than your own or access the Account of any other user at any time or assist others in obtaining unauthorised access. You may not open more than one Account at a time.

If there is any suspicious activity related to your Account, we may, but are not obligated to, request additional information from you. You must comply with these security requests or accept termination of your Account.

6. Termination and Suspension

You may close your Account at any time. Upon notice to you, Sylogist may close or temporarily suspend your Account, prohibit access to the Website or the Website Services, if Sylogist believes you are in breach of these Terms or any other requirements of Sylogist for the use of the Website Services, for technical reasons, infringing the intellectual property, using the Website Services for any illegal purposes, contractual or privacy rights of any third party, pursuant to any judicial or law enforcement order or request, any other illegal or tortious acts, or for any reason in Sylogist’s discretion.

7. No Advice and Forward-looking Statements

The Website is for general informational purposes only, and is not, and should not be construed or interpreted as, professional advice or recommendations (including legal, financial, accounting, payroll, tax, investment or other professional advice). It is your responsibility to obtain appropriate advice suitable to your particular circumstances from a qualified professional before acting or omitting to act based on any information obtained on or through the Website or the Website Services.

The Website may contain forward-looking statements relating to the future operations and profitability of Sylogist and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expects” and similar expressions. Any statements that are contained on the Website that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements are subject to important risks, uncertainties and assumptions. You are cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Sylogist. As a result, we cannot guarantee that any forward-looking statement will materialize and you are cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this presentation are expressly qualified by this cautionary statement. The forward-looking statements contained on the Website are made as of the date indicated, and Sylogist does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law. Refer to management discussion and analysis on SEDAR for further information on risks, uncertainties, and other factors.

Certain information set out in this presentation may be considered as “financial outlook” within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Sylogist’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. You are cautioned that the financial outlook may not be appropriate for other purposes.

8. No Solicitation/Offering

The Website is not intended to be (and should not be construed or interpreted as) a solicitation or offering of any securities in any jurisdiction. The information on or available through the Website or the Website Services is not intended to modify, qualify, supplement or amend any information disclosed by Sylogist under any corporate or securities laws of any jurisdiction, and should be not used for the purpose of making any investment decision.

9. Linked Sites

For your convenience, the Website and the Website Services may provide links or references to Internet sites or resources operated by independent persons (collectively “Linked Sites”). Activating a link may cause your browser to leave the Website and connect with the Linked Site. Linked Sites are independent from the Website and the Website Services and may have different or inconsistent terms of use and privacy policies. Sylogist does not sponsor or endorse or have any responsibility or liability for or control over, any Linked Site, any information, product, service, business, company or content available on or through any Linked Site or the collection of your personal information through any Linked Site or by the owner or operator of any Linked Site. Your use of a Linked Site and your dealings with the owner or operator of a Linked Site are at your own risk, and you will not make any claim against Sylogist arising from, connected with, or relating to your use of any Linked Site, your dealings with the owner or operator of any Linked Site or any information, product, service, business, company or content available on or through any Linked Site.

10. Electronic Notices

Email messages sent over the Internet are not secure and Sylogist is not responsible for any damages incurred by you sending email messages over the Internet.

You consent to receiving all notices, communications, agreements, documents, receipts, notices and disclosures (collectively, “Notices”) that Sylogist provides in connection with your Account or use of the Website Services in electronic form. Notices may be provided by email to the address provided by you, by posting on the Website, or other methods from time to time. You are responsible for maintaining any Notices you receive.

11. EXCLUSION OF LIABILITY

THIS CLAUSE IS NOT APPLICABLE TO INDIVIDUAL CONSUMERS RESIDING IN QUEBEC, CANADA: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL SYLOGIST GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE OR LIABILITY (INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES) ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, WEBSITE SERVICES OR ANY RELATED MATTER, UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER THEORY OF LAW), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY OR ON BEHALF OF SYLOGIST GROUP, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS, DAMAGE AND LIABILITY, AND EVEN IF SYLOGIST GROUP KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS, DAMAGE OR LIABILITY BEING INCURRED.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

“SYLOGIST GROUP” MEANS SYLOGIST AND EACH OF ITS CORPORATE AFFILIATES AND SUBSIDIARIES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS AND REPRESENTATIVES, JOINTLY AND SEVERALLY.

12. Indemnity

You agree to indemnify, defend and hold the Sylogist Group harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable legal fees) arising from, caused by or in any way related to your use of the Website, Website Services, your breach of these Terms, or your violation of any rights of any other person or entity.

13. Privacy Policy

The Website collects information that you specifically and knowingly provide and uses technological measures to collect information about your use of the Website and the Website Services. By using the Website or Website Services, you consent to the collection, use, disclosure and retention of your personal information by or on behalf of Sylogist as explained in the Sylogist Privacy Policy located at: Sylogist.com, as revised from time to time, and as otherwise permitted by applicable law.

14. Data Collected from Site Visitors

We may use cookies to collect information about site users and site activity, and we may use this information to target advertisements on other sites. Third-party vendors, including Google, use cookies to serve ads based on past visits to our website. A cookie does not identify you personally or contain any other information about you or your organization, but it does identify your computer. The information collected allows us to analyze how users use the site and to track user interests, trends and patterns, thus allowing us to deliver more relevant site content and advertisements to users. For more information on our use of cookies please see our Privacy Policy located at: Sylogist.com. You can change your cookie preferences in your browser or select the option to disable cookies when you visit the Website.

15. Feedback

If you give any feedback (including any ideas or suggestions for enhancements or improvements) about the Website or Website Services then Sylogist and its suppliers and licensors and their respective successors, assigns and licensees may use and commercialize the feedback in any and all ways and for any and all purposes without providing any compensation or attribution to you or any other person. Sylogist or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works to Sylogist, using the Website or the Website Services. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Sylogist’s products or marketing strategies might seem similar to ideas submitted to Sylogist. You may submit complaints in writing to [email protected].

16. Documents on this Website and Copyright License

Permission to use documents (such as white papers, press releases, datasheets and FAQs) from the Website and Website Services is granted, provided that (1) the copyright notice Copyright © 2023 Sylogist, all rights reserved and the permission notice “Used with the permission of Sylogist” appear in all copies (as such notices may be updated), (2) use of such documents from the Website Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modification, or adaptations of any documents are made. Accredited educational institutions, such as K-12, universities, private/public colleges, and community colleges, may download and reproduce the documents for distribution in the classroom in accordance with applicable fair use and fair dealing laws for education purposes. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

17. Additional Prohibited Uses

You will not: (a) use the Website or Website Services in any manner or for any purpose except as expressly permitted by these Terms of Use; (b) attempt to circumvent the ordinary navigational structure, technical delivery systems or display of the Website or the Website Services or attempt to access or use the Website or the Website Services by any means that is not deliberately made available for that purpose by Sylogist; (c) use or attempt to use another user’s Account; (d) use the Website or the Website Services in a way that interferes with or disrupts the security, integrity, functionality, operation or performance of the Website or any related computer system, network or data; (e) use the Website or Website Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website or Website Services, or that could damage, disable, overburden or impair the functioning of the Website Services in any manner; (f) license, sublicense, grant, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, copy, reproduce, distribute, imitate, publish, republish, translate, repost, publicly display, publicly perform, transmit, distribute, create any interest in, commercially exploit, or otherwise give or make available or permit access or use of the Website or the Website Services to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge; (g) index, crawl, catalogue, mirror, frame, scrape, cache, or otherwise collect or mine data from the Website or the Website Services for any purpose whatsoever, using any technologies, tools or methods (including robots, AI, spiders, crawlers, or other automatic devices, programs or methodologies) whatsoever; (h) alter, violate, circumvent, conceal, modify or remove any notices (including proprietary rights notices), proprietary codes or locks, means of identification, digital rights tools or management information, technological protection measures, security or control measures, or agreements on, in or in relation to the Website or the Website Services; (i) develop any third party applications that interact with the Website or Website Services; or (j) authorize, permit, assist, encourage or enable any other person to do any of the foregoing or to use the Website or the Website Services in a way that would constitute an infringement of the rights of Sylogist or a breach of these Terms of Use if it were done by you. The foregoing restrictions do not apply if and to the extent, but only to the extent, that the restrictions are prohibited by applicable law.

18. Ownership of Website

Copyright © 2023 Sylogist, all rights reserved. The Website, the Website Services and the technologies and data used to operate the Website and provide the Website Services and all related proprietary and intellectual property rights (including copyright) are owned solely by Sylogist and its licensors and are protected by Canadian and international intellectual property laws. You will not acquire any right, title or interest in, to or associated with the Website or the Website Services or any related technologies and data.

19. Trademarks

SYLOGIST™, and other related trademarks and symbols are registered or unregistered trademarks, service marks and trade names owned or used under license by Sylogist. Other product and company names and logos appearing on the Website may be registered or unregistered trademarks, service marks or trade names of their respective owners. Any use of the trademarks, service marks or trade names displayed on the Website or the Website Services is strictly prohibited, and nothing appearing on the Website or the Website Services will be construed as granting any license or right to use any of those trademarks, service marks or trade names.

20. DISCLAIMERS

THIS CLAUSE IS NOT APPLICABLE TO INDIVIDUAL CONSUMERS RESIDING IN QUEBEC, CANADA: GENERAL DISCLAIMER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND THE WEBSITE SERVICES ARE MADE AVAILABLE AND PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF OR RELATING TO ACCURACY; COMPLETENESS; TIMELINESS; SATISFACTORY QUALITY; LACK OF ERRORS, MALWARE, VIRUSES OR OTHER HARMFUL COMPONENTS; FITNESS FOR A PARTICULAR PURPOSE; MERCHANTABILITY; NON-INFRINGEMENT OR RESULTS; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY SYLOGIST GROUP TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW; AND NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE WILL BE CREATED BY ANY ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY OR ON BEHALF OF SYLOGIST GROUP. IF YOU ARE DISSATISFIED WITH THE WEBSITE OR THE WEBSITE SERVICES, YOUR SOLE REMEDY IS TO STOP USING THE WEBSITE OR THE WEBSITE SERVICES.

21. Restrictions/Changes/Termination

The Website and the Website Services may contain technologies that restrict or limit the use of the Website or the Website Services. Sylogist in its discretion may change, suspend or terminate the Website, or limit, suspend or terminate your use of the Website or the Website Services, effective immediately at any time and without any notice or liability to you or any other person. The Website and the Website Services may be interrupted or unavailable from time to time, including for maintenance or due to causes beyond the control of Sylogist, all without any notice or liability to you or any other person.

If your permission to use the Website or the Website Services is terminated for any reason, then these Terms of Use will continue to apply and be binding regarding your access to and use of the Website and the Website Services before termination and all related matters (including any related dispute).

22. Governing Law

These Terms of Use and the Website and the Website Services and all related matters are governed by and will be construed and interpreted solely in accordance with, the laws of the Province of Alberta, Canada and applicable federal laws of Canada applicable in the Province of Alberta, excluding any rules of private international law or the conflict of laws that would lead to the application of the laws of any other jurisdiction.

For individual consumers residing in Quebec: the applicable law will be the law of the province of Quebec, Canada.

23. CASL,GDPR and CCPA Compliance

We make every effort to comply with the Canadian Anti-Spam Legislation. You may unsubscribe from receiving commercial electronic messages from us at any time by clicking on the Unsubscribe link in any email you have received from us or by contacting us at: [email protected]. If you are a resident of the European Union, or the State of California and have questions about our compliance with the General Data Protection Regulation, California Consumer Privacy Act or wish to access your personal information please contact our Privacy Officer at [email protected].

24. Disputes

Except as expressly set out below, and unless applicable law requires otherwise, all disputes, controversies and claims arising under, out of, in connection with, or in relation to these Terms of Use or the Website or any related matter (each a “Dispute”) will be referred to and finally resolved by binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Calgary, Alberta. The language of the arbitration will be the English language. If ICDR Canada is not operative, the arbitration will proceed ad hoc and be governed by the Arbitration Act (Alberta).

Notwithstanding the foregoing, Sylogist may commence legal proceedings against you in the courts of any jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Use or to protect Sylogist’s rights and interests.

Any legal proceedings you commence regarding a Dispute must be commenced within twelve (12) months after the Dispute arises, after which time any and all legal proceedings by you regarding the Dispute will be forever barred. Any shorter time limit provided by law remains unaffected.

IF AN APPLICABLE LAW IN YOUR PROVINCE OF RESIDENCE GIVES YOU THE RIGHT TO RESOLVE YOUR DISPUTE OR CLAIM BEFORE THE COURTS OF THAT PROVINCE NOTWITHSTANDING YOUR AGREEMENT TO RESOLVE DISPUTES BY WAY OF ARBITRATION, AT THE TIME OF THE DISPUTE YOU MAY ELECT EITHER TO DO SO OR PROCEED IN ARBITRATION.

25. General Matters

Miscellaneous: These Terms of Use are binding on you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. These Terms of Use are for the benefit of Sylogist Group. No consent or waiver by Sylogist to or of any breach by you of these Terms of Use will be effective unless in writing and signed by Sylogist or will be considered to be a consent to or waiver of a continuing breach or any other breach by you. The rights and remedies of Sylogist Group under these Terms of Use are cumulative and not exhaustive or exclusive of any other rights or remedies to which Sylogist Group may be lawfully entitled under these Terms of Use or at law, and Sylogist Group may pursue any and all rights and remedies concurrently, consecutively and alternatively. You will not assign or transfer these Terms of Use or any of your rights and obligations under these Terms of Use without the express prior written consent of Sylogist, which consent may be withheld in Sylogist’s discretion. Sylogist may, without your consent, assign its rights and obligations under these Terms of Use. If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be unenforceable or invalid for any reason, then the provision will be deemed severed from these Terms of Use and the remaining provisions will continue in full force and effect unless as a result of the severance these Terms of Use would fail in their essential purpose.

Interpretation: In these Terms of Use: (a) a reference to “Terms of Use” refers to these Website Terms of Use as a whole, and not just to the particular provision in which those words appear; (b) headings are for reference only; (c) words importing the singular number only include the plural, and vice versa; (d) “discretion” means a person’s sole, absolute and unfettered discretion;(e) ”including” or “includes” means including or includes (as applicable) without limitation or restriction; (f) “law” includes common law, equity, statutes and regulations; and (g) “person” includes an individual, corporation and any other legal entity.

Complete Agreement: These Terms of Use set out the entire agreement between you and Sylogist regarding your use of the Website and the Website Services. These Terms of Use may not be modified except as set out in Section 2. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and Sylogist regarding the Website or the Website Services.

Language: You and Sylogist have each expressly requested and required that these Terms of Use and all Notices be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. Subject to applicable law, any non-English translation of these Terms of Use provided by Sylogist is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English version then the English version will take priority and govern.

If you have any questions or comments regarding these Terms of Use, please contact Sylogist by email to [email protected].

IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT USE THE WEBSITE OR THE WEBSITE SERVICES.