TERMS OF USE

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SUTERA USA, LLC AND ITS AFFILIATES (COLLECTIVELY, "SUTERA"“WE”, "US" or "OUR") STATING THE TERMS OF USE THAT GOVERN YOUR USE OF THE APPLICATION SERVICES (THE “SERVICES”).  THE SERVICES INCLUDE ONLY THOSE SERVICES PROVIDED DIRECTLY TO YOU BY SUTERA HEREUNDER AND EXPRESSLY EXCLUDE ANY THIRD PARTY SERVICES, INCLUDING BUT NOT LIMITED TO SERVICES PROVIDED BY CELLULAR, WIRELESS AND SATELLITE PROVIDERS.  A DETAILED DESCRIPTION OF THE SERVICES CAN BE FOUND ON WWW.SUTERAUSA.COM (THE “SITE”).

 

This agreement ("Agreement"), including the Privacy Policy that is hereby incorporated into this Agreement by reference, sets forth the legally binding terms for Your use of the Services. Please review the Privacy Policy before You complete the account registration process and/or attempt to access or use the Services. In this regard, You acknowledge and agree that Your use of the Services is also subject to the Privacy Policy.

 

If You sign up for additional features and services that are governed by additional terms and conditions, We will inform You accordingly when You sign up for these additional features and services. Unless the additional terms explicitly stipulate the contrary, they are hereby incorporated into this Agreement by reference.

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OR PARTS THEREOF.  BY ACCEPTING THIS AGREEMENT OR BY ACCESSING AND/OR USING THE SERVICES YOU (THE “USER”) AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

 

1.    DEFINITIONS

 

“Account” means having access to the system by submitting Account Information to register to become a User.

 

“Account Information” means information that You may be asked to provide to Us when setting up your Account and using the Services, including but not limited to, Your name, a password, phone number, address and/or other contact information, and Your pet’s’ name, tattoo number and/or other pet identification information.

 

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with SUTERA. "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.

 

“Data” means any data, information and material in whatever form or medium: (i) provided or transmitted by User in the course of utilizing the Services; and/or (ii) created as a result of User utilizing the Services.

 

“Content” means all programming, text, software (in source and object code form), information, visual, oral or other digital material, works of authorship, text, files, images, captions, and all other content of any description embedded in the Services, including all Intellectual Property Rights.

 

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world.

 

“Personal Information” means information found on Your profile that is personally identifiable, including but not limited to, names, street addresses, email addresses, and phone numbers.

 

“SUTERA Content” means Content provided by Us or Our licensors.

 

2.     YOUR ACCOUNT

2.1   Account. In order to use the Services (and to become a User), You will be asked to provide Us with Account Information in order to create an Account.

 

2.2    Eligibility. By using the Services, You represent and warrant that: (a) all registration information You submit is truthful and accurate; (b) You will maintain the accuracy of such information; (c) You are eighteen (18) years of age or older upon registration; and (d) Your use of the Services does not violate any applicable law or regulation, or any other obligation (including contractual obligation) You might have towards third parti.es.

 

2.3    Password. When You sign up to become a User, You will also be asked to choose a password for Your Account. You are entirely responsible for maintaining the confidentiality of Your password, and You may not transfer Your password or Account to any other person. You agree not to resell your Account to any third party, or use the Account or password of another User at any time. You agree to notify Us immediately if You suspect any unauthorized use of Your Account or access to Your password. SUTERA reserves the right to require You to alter Your password if SUTERA believes Your password is no longer secure. You are solely liable for any and all use of Your Account.

 

2.4    Account Ownership. As a User, You agree to provide certain rights to SUTERA and third parties You authorize to use the Your Account Information in order to provide the Services and improve the Services. You also give permission to SUTERA to access, gather and use Your Account Information, including all data and information related thereto, including but not limited to statistical information for various purposes, including but not limited to research, advertising, User experience testing and due diligence.

 

2.5    Miscellaneous. You will not attempt to impersonate another User or person, including any of Our employees.

 

3.    THE SERVICES

 

3.1    Rights and Restrictions. Except as otherwise set forth in this Agreement, SUTERA hereby grants to You the non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services solely for Your own personal, non-commercial purposes and subject to the terms of this Agreement. You agree to provide SUTERA with all information, access and cooperation reasonably necessary to enable SUTERA to provide the Services and You will perform the actions identified in this Agreement as Your responsibilities. You do not acquire under this Agreement any right or license to use the Services in excess of the scope and/or duration of the Services stated in this Agreement. Upon expiration or termination of this Agreement, Your right to access and use the Services will terminate.  We reserve al rights in and to the Services not expressly granted to you under this Agreement.

 

3.2    Modifications to the Services.  SUTERA may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) including to reflect changes in technology, industry practices, patterns of system use, and availability of third party content.

 

3.3    Third Party Service Providers. SUTERA may engage one or more third party service providers, including but not limited to suppliers, licensors, distributors and other designated parties (each a “Service Provider”) to provide the Services.

 

3.4    Electronic Messaging. If you elect to receive email, text and/or short message service messages (collectively, “Electronic Messaging”) on your mobile device in conjunction with your access to and use of the Services, you hereby consent that SUTERA and its Service Providers can communicate with You by means of Electronic Messaging.  You acknowledge that your receipt of short message service messages may result in additional charges from your wireless carrier for which you will be liable.

 

4.    RESTRICTIONS AND ENFORCEMENT

 

4.1    Restrictions. You shall not (i) use the Services for any fraudulent, illegal or unlawful purpose, (ii) use the Services to interfere with the use of the Services by other Users, (iii) create derivate works based on the Services, (iv) engage in any unauthorized access, use, alteration or destruction of any Data, system files, procedures, or User information, (v) modify the radio signals and frequencies upon which the Services are provided, (vi) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (vii) reverse engineer the Services, (viii) interfere with, disrupt, or modify the functionality of the Services, or (ix) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

 

4.2    Enforcement by SUTERA. Any use of the Services in violation of this Agreement may result in, among other consequences, termination or suspension of Your rights to use the Services. We may disclose Personal Information and/or information about Your use of the Services to our Service Providers in accordance with Our Privacy Policy. We reserve the right (but have no obligation) to investigate and take appropriate legal action in Our sole discretion against You if You violate this provision or any other provision of this Agreement, including without limitation, terminating Your subscription and Account, reporting You to law enforcement authorities, and taking legal action against You.

 

5.    OWNERSHIP – SUTERA CONTENT AND SERVICES

 

5.1    SUTERA Content and Services. You acknowledge that all Intellectual Property Rights in the SUTERA Content and Services are  owned by SUTERA, or SUTERA's licensors, and are protected by applicable intellectual property and other laws, including but not limited to copyright, trade-mark, patent, confidential information and trade secret, and You will not use such proprietary information or materials in any way except for use of the Services in compliance with the terms of this Agreement.

 

5.2    Restrictions. You shall not (i) permit any third party to access the Services, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

 

5.3    Waiver. You hereby agree to waive all claims of rights to the SUTERA Content, rights of privacy concerning Data, or the maintenance of such Data by SUTERA.  You hereby acknowledge that the Data may reside on servers located outside your jurisdiction and may be subject to judicial process.

 

6.    DATA

 

6.1    Ownership of Data and License.  You shall own all right, title and interest in and to the Data collected via Your use of the Services. You hereby grant to SUTERA a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers) and perpetual license to access, collect, analyze, use, and otherwise exercise control over any and all such Data. SUTERA has no obligation under this Agreement to provide you with Data collected through the Services.

 

6.2    Use of Data. You understand and agree that SUTERA retains the right to share Your Account Information and Data with: (i) Our Service Providers and participating partners; and (ii) other third parties, for the purposes of enhancing their understanding of how the Services are being used by Our Users so they may take steps to improve Your experiences using the Services, to improve or develop products and services, and to offer products and services to You.

6.3    Jurisdiction. You acknowledge and agree that the Data may be transferred out of the country where the Data is generated to other jurisdictions, including but not limited to Canada, the United States of America and Europe.

 

6.4    Personal Information. You hereby consent to the collection, use and disclosure of Your Personal Information, including with respect to the transfer of Your Personal Information to other jurisdictions for the purpose of enabling SUTERA and its Service Providers to access and use the Data generated through Your use of the Services. 

 

6.5    Use in Aggregate Form.  Notwithstanding anything to the contrary contained herein, SUTERA may also: (i) use Your Data to create aggregate, anonymized data sets; and (ii) compile statistical and other information: (a) to create statistical analyses,(b) to improve and enhance the Services, and (c) for research and development purposes.

 

6.6    Data Retention. SUTERA will store the Data for at least the minimum time required by law. Except as otherwise required by law, SUTERA will have the right, but not the obligation, to store the Data indefinitely, or to delete the Data at any time upon expiration of such minimum retention period.

 

7.    THIRD PARTY CONTENT

7.1    Third Party Content. Content from other Users, advertisers, and other third parties may be made available to You through Your use of the Services. Because We do not control such content, (a) You agree that We are not responsible for any such content, including advertising and information about third party products or service provided by other Users, (b) We make no guarantees about the accuracy, currency, suitability, or quality of the information in such content, and (c) We assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other Users, advertisers, and third parties.

 

7.2    Third Party Websites. The Services may include links to third-party websites ("Third Party Websites") placed by Us as a service to those interested in this information. You use all such links to Third Party Websites at Your own risk. We do not monitor or have any control over, and make no claim or representation regarding Third Party Websites. To the extent We provide such links, they are provided only as a convenience, and such link to a Third Party Website does not imply Our endorsement, adoption or sponsorship of, or affiliation with, such Third Party Website.

 

8.    PRIVACY POLICY

8.1   The SUTERA Privacy Policy governs our use and protection of Personal Information We collect.  We may change the Privacy Policy at any time.  You can access the current policy online at www.suterausa.com/privacy-policy.

 

9.    TERM AND TERMINATION

 

9.1    Term of Agreement. Unless otherwise terminated by SUTERA, this Agreement shall remain in full force and effect while You are using and/or accessing the Services.

 

9.2    Account Termination. You may terminate this Agreement by deleting Your Account. Upon the termination of this Agreement, You will stop using the Services. You may delete Your Account at any time and for any or no reason. Please note that even if You delete Your Account but continue to use the Services as a User, Your use of the Services is still subject to this Agreement.

 

9.3    Termination by SUTERA. We may terminate Your access to and use of the Services, in Our sole discretion, at any time and without notice to You.

 

10.    FEEDBACK

10.1    We welcome feedback, comments and suggestions for improving the Services (“Feedback”). You grant to Us a worldwide, royalty-free, fully paid, irrevocable, transferable, assignable, sublicensable (through multiple tiers) and perpetual license to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

 

11.    WARRANTY DISCLAIMER

11.1    Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SUTERA ASSUMES NO RESPONSIBILITY PERTAINING TO OUR CONTENT OR YOUR USE OF THE SERVICES. THE SUTERA CONTENT AND SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE WITH NO WARRANTIES OR CONDITIONS WHATSOEVER. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SUTERA CONTENT AND/OR SERVICES. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

11.2    Remedy. IN THE CASE OF ANY SERVICE INTERRUPTIONS OR DEFICIENCIES, YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY AND SUTERA’S ENTIRE LIABILITY IN THE CASE OF A SERVICE INTERRUPTION OR DEFICIENCY SHALL BE THE CORRECTION OF THE INTERRUPTED OR DEFICIENT SERVICES.

 

12.    INDEMNITY

 

12.1    User Indemnity. By using the Services, You agree to defend, indemnify, and hold Us, Our subsidiaries, Affiliates, officers, agents, and other partners and employees, harmless from any actions, losses, liabilities, claims, demands, and expenses whatsoever including legal and other fees and disbursements, sustained, incurred or paid by any of them in respect of Your use or misuse of the Services, including without limitation infringement claims and any breach of this Agreement. SUTERA reserves the right to assume, at its sole expense, the exclusive defence and control of any matter subject to indemnification by You, in which event You will fully cooperate with SUTERA in asserting any available defences.

 

13.    LIMITATION OF LIABILITY

IN NO EVENT SHALL SUTERA, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH THE CONTENT, THE SERVICES, THE PRIVACY POLICY OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, LOSS OF USE, THE INCAPACITY TO REACH ANY OBJECTIVE, LOSS OF DATA OR DAMAGE TO ANY COMPUTER SYSTEMS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY YOU OR ANY OTHER PERSON.

 

WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL SUTERA, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE TO YOU OR ANY PERSON: (A) ON ACCOUNT OF YOUR OR THAT PERSON’S USE OR MISUSE OF OR RELIANCE ON THE SUTERA CONTENT OR SERVICES; OR (B) FOR ANY LOSS OR DAMAGE SUFFERED AS A RESULT OR IN CONNECTION WITH THE FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, MODIFICATION, AMENDMENT OR WITHDRAWAL OF THE SERVICES.

 

IN NO EVENT SHALL SUTERA, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF CONFIDENTIAL, PERSONAL OR PROPRIETARY INFORMATION THAT YOU MAKE OR THAT YOU EXPRESSLY OR IMPLICITLY AUTHORIZE SUTERA TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION.

 

WITHOUT LIMITING THE FOREGOING IN THIS SECTION, THE LIMIT ON THE TOTAL CUMULATIVE LIABILITY OF SUTERA TO YOU OR ANY OTHER PERSON, FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICES, THE CONTENT, THE PRIVACY POLICY OR THIS AGREEMENT, WILL NOT EXCEED $100CAD. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY TO YOU OF SUTERA, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES. THE LIMITATIONS SPECIFIED ABOVE SHALL APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE CLAIM, EVEN IF SUCH CLAIM IS BASED ON BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, AND SHALL SURVIVE A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR THIS AGREEMENT.  Some jurisdictions do not allow limitations on the exclusion of damages, so the above limitations or exclusions may not apply to You.

 

14.    MISCELLANEOUS

14.1    Amendments. We reserve the right, in Our sole discretion, to change, modify or otherwise alter this Agreement from time to time, for any reason.  When such changes occur, We will post the updated version of the Agreement on the Site, or through other communications to You, together with the date on which it was revised.  Such changes become effective immediately upon posting.   If You do not agree to be bound by (or cannot comply with) the Agreement as amended, Your only remedy is to cancel Your Account and to cease using the Services.  You will be deemed to have accepted the Agreement as amended thirty (30) days after the updated version of the Agreement is posted if You continue to use the Services.  All other terms of this Agreement will continue in effect.

 

14.2    Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, shortage of materials, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems (other than those involving Our employees), failures of common carriers (including Internet service providers), denial of service attacks, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

 

14.3    Survival. Any Section of this Agreement, which, by its nature shall survive the expiration or termination of this Agreement, shall so survive.

 

14.4    Notice. At SUTERA’s sole discretion, notices by SUTERA to You regarding matters pertaining to this Agreement and/or the performance of this Agreement may be given by means of posting on the Site and/or via e-mail to You.

 

14.5    Export. Export laws and regulations of Canada, the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern Your use of the Services provided under this Agreement, and You agree to comply with all such export laws and regulations.  You agree that no Data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

 

14.6    No Agency. The parties hereto agree that each is an independent party to this Agreement and nothing in this Contract is intended to create, nor does it create, any employment or agency relationship between the parties.

 

14.7    Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts located in Ontario, Canada.

 

14.8    Violations of this Agreement. Should You violate these terms and conditions or any other rights of SUTERA, SUTERA reserves the right to pursue any and all legal and equitable remedies against You, including, without limitation, restricting, suspending or terminating Your access to all or any part of the Services.

 

14.9    Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. If a court of competent jurisdiction deems any provision of this Agreement unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

 

14.10    Assignment. We may assign this Agreement, in whole, or in part, at any time, with or without notice to You. You may not assign Your rights or delegate Your duties under this Agreement, either in whole or in part, without Our prior written consent.

 

14.11    Other.

You agree to waive any right You may have to a trial by jury, or commence or participate in any class action against Us related to the Services or the Agreement.

This Agreement will ensure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.

This Agreement was written in English (US). To the extent any translated version of this Agreement conflicts with the English version, the English version governs.

No provision of this Agreement will be interpreted against any party merely because that party or its legal representative drafted the provision.

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

The section titles in this Agreement are for convenience only and have no legal or contractual effect: as used in the Agreement, the word "including" means "including but not limited to."

Please contact Us with any questions regarding this Agreement by e-mailing Us at: info@suterausa.com.

 

 

This Agreement was last updated on November 3, 2016.