Intellectual Property & Copyright
The general structure, as well as the software, texts, screens, animated images or not, and graphics, as well as all other elements composing the site are the exclusive property of the company ODYSSEY.
Any total or partial representation of the site and the aforementioned elements by any legal entity or natural person without the express authorization of the company ODYSSEY is prohibited and would constitute an infringement.
THIS AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN ODYSSEY SERVICES INC./ ODYSSEY SERVICES CANADA INC. (“ODYSSEY SERVICES”) AND YOU AND IT GOVERNS YOUR USE OF THE ODYSSEY SERVICES SOFTWARE TOOLS AND SERVICES (THE “SERVICES”) OFFERED THROUGH WWW.ODYSSEY-SERVICES.NET (THE “WEBSITE”). IF YOU ACCESS OR USE THE WEBSITE OR SERVICES, YOU ARE ACCEPTING TO DO SO ON THE TERMS OF THIS AGREEMENT. IMPORTANT NOTE: THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
- GETTING STARTED
- You shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Licensed Materials available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Licensed Materials except to the extent expressly agreed upon in writing by You or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Services; (c) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services.
- Restrictions on Use of the Services. You shall not (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, intellectual property infringement, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations, attempt to bypass ODYSSEY SERVICES’ network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the Licensed Materials or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You.
- Lawful purposes. You will at any and all times comply with any and all laws, regulations and policies that may apply to the use of the Services in Your country, including applicable rules that govern the export or import of software. You will use the Services solely for lawful purposes. In this respect You may not, without limitation (i) use the Services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on the Website), (iii) send any unsolicited commercial communication not permitted by applicable law; (iv) endanger any part of any system or Internet connection of ODYSSEY SERVICES or any third party; (v) use the Services to store any personal information from individuals who have not consented to your processing of their personal information.
- Exclusive Ownership. Except for the rights and licenses granted in this Agreement, You acknowledge and agree that any and all intellectual property (“IP”) rights to or arising from the software are and shall remain the exclusive property of ODYSSEY SERVICES and its licensors. Nothing in this Agreement intends to transfer any such IP rights to, or to vest any such intellectual property rights in, You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with ODYSSEY SERVICES’ IP rights. Any unauthorized use of ODYSSEY SERVICES’ intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.
- Content. As between You and ODYSSEY SERVICES. You own the content You provide, create, store and process through the Services. You hereby grant ODYSSEY SERVICES, its subcontractors and agents the right and license to access and use the Content to the extent necessary to perform the Services as contemplated by this Agreement. You acknowledge and agree that ODYSSEY SERVICES may obtain and use interaction data from the Services to improve its business and services. For the avoidance of doubt, ODYSSEY SERVICES will only use Your Content in an aggregated and anonymized manner and will not reveal its origins.
- Confidentiality; Privacy. ODYSSEY SERVICES is committed to respecting Your privacy and the confidentiality of Your personal data. ODYSSEY SERVICES employs appropriate administrative, technical, and physical security measures to protect subscriber data (including any personal information). Any personal information provided by You to ODYSSEY SERVICES will be used only for those purposes for which that data is required (eg. to provide the Services and administer Your account) and to comply with any legal disclosure requirements. From time to time ODYSSEY SERVICES may employ trusted third parties to help manage and improve the Website and Services. Some of the roles they fulfill may include hosting, data storage, maintenance of the Website and marketing. These third parties may have limited access to databases of subscriber information solely for the purpose of carrying out their functions and they will be subject to contractual restrictions prohibiting them from using the information about ODYSSEY SERVICES subscribers for any other purpose.
- Suggestions. ODYSSEY SERVICES shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You or your users relating to the Services.
I CHANGES TO SOFTWARE, SERVICES AND AGREEMENT
- Updates to Agreement. ODYSSEY SERVICES reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement shall become effective within ten (10) days of such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Services after expiry of the notice period of ten (10) days shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.odyssey-services.net/legal.
- Changes to the Licensed Materials. ODYSSEY SERVICES may alter, update or upgrade the Licensed Materials from time to time. Services will be provided for current versions of the technology made available by ODYSSEY SERVICES.
VI TECHNICAL SUPPORT
- Technical support. ODYSSEY SERVICES will provide support for the Services and will (i) use commercially reasonable efforts to make the Services available during the hours specified in www.odyssey-services.net planned downtime, or (b) any unavailability caused by circumstances beyond ODYSSEY SERVICES’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving ODYSSEY SERVICES employees), or Internet service provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.
- Maintenance Services. ODYSSEY SERVICES provides upgrades to the Licensed Materials (including software) from time to time to provide new features and improvements, bug fixes and error corrections which will be available with subsequent releases. Hosting is provided by a third party provider on behalf of ODYSSEY SERVICES.
- Training. ODYSSEY SERVICES will provide training on-request remotely by web-conference to You or Your designated personnel at the rates set out on the Website www.odyssey-services.net.
- Professional Services. One-off consulting and professional services may be requested and agreed with ODYSSEY SERVICES. All services are requested via the Website at www.odyssey-services.net. Technical Support for custom programming by ODYSSEY SERVICES professionals may be provided if requested by you.
- Modes of Contact. You may contact ODYSSEY SERVICES via the means set out on the support page http://odyssey-services/contact-us/.
- Named Contacts. When ordering certain Services such as support, You must provide ODYSSEY SERVICES with the name and contact information for a named contact(s) who will be the sole user(s) authorized to use the purchased service. The named contact(s) within the company or organization may be changed if necessary but must be entitled to make decisions on behalf of Your enterprise.
- ODYSSEY SERVICES Service Warranties. ODYSSEY SERVICES represents and warrants that during the term of the applicable Services it will provide the Services in a manner consistent with the related service levels.
II GENERAL TERMS
- Notices. Any notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to ODYSSEY SERVICES at #40 Eglinton Avenue East, Toronto, Ontario M4P 1A6. Any notices to be sent to You will be sent by ODYSSEY SERVICES via email and/or post to the address provided in your account. Notice shall be considered delivered and effective on the earlier of actual receipt or when: (a) personally delivered; (b) the day following transmission if sent by telex, telegram, electronic mail or facsimile when followed by written confirmation by registered overnight carrier or certified mail; or (c) one (1) day after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent by certified mail.
- Customer Service. For assistance regarding this Agreement or the Services or if You have other inquiries, please refer to the help section of the Website. If You require further assistance regarding use of the Services provided by us, please contact us using the contact details located here www.odyssey-services.com/contact-us.
- Independent Contractors. This Agreement does not create a partnership, franchise, joint venture or employment relationship between the parties.
- Logos. ODYSSEY SERVICES may refer to You in ODYSSEY SERVICES’ customer list and may use Your corporate name and logo for this purpose. For the avoidance of doubt, ODYSSEY SERVICES will not use Your name, logo, any other trademark or trade-name of Yours for any other purposes without Your prior consent.
- Severability. Should any term or provision hereof be deemed invalid, void or un-enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement.
- No waiver. If ODYSSEY SERVICES does not take action against any breach of this Agreement, it does not mean that ODYSSEY SERVICES waives its right at a later time to enforce the same.
- Assignment. This Agreement shall not be assigned by either party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other party, which consent shall not unreasonably be withheld, conditioned or delayed. Notwithstanding the foregoing, either party may assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment shall not require the consent of the other party.
- Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Ontario, Canada. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and ODYSSEY SERVICES with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
© ODYSSEY SERVICES Canada Inc.
Last updated October 8th, 2017