Terms of Service
Last updated: November 21, 2018
Relationship of the Parties
Acceptance of the Terms
By using our Services, you accept all of the Terms of Service. These Terms of Service form a legally binding Agreement between you and Vinctus. Please read these Terms of Service carefully before using the Services. These Terms of Service apply to all users of the Services. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of such organization.
Account and Information
In order to use the Services, you must register for an account on the Services (an “Account”). You must provide true, accurate, current, and complete information about yourself. You must maintain and update any and all information you provide to us. If you provide information that is untrue, inaccurate, not current or incomplete, Vinctus has the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. Vinctus will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your Account secure.
The Services are not targeted towards, nor intended for use by, anyone under the age of 13. By using the Services, you represent and warrant that you are 13 years of age or older. If you are under the age of 13, you may not, under any circumstances or for any reason, use the Services.
Definition of Content
For purposes of these Terms of Service, the term "Content" includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, "Content" also includes all Subscriber Content (as defined below).
All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively "Subscriber Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Subscriber Content.
Disclaimer of Content
You represent that all Subscriber Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including Subscriber Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
Rights of Content
The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, revocable, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited unless you have been specifically told that you may do so by Vinctus in a separate agreement. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
Responsibility to the Terms of Service
As a condition of use, you agree to use the Services only for purposes that are permitted by the Terms of Service. You are responsible for all of your activity in connection with the Services and the activity of any sub-user that uses your Account. You agree that you are solely responsible for (and that Vinctus has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Service and for the consequences (including any loss or damage which Vinctus may suffer) of any such breach.
Rules of Conduct
You shall not do or attempt to do any of the following (directly or indirectly):
- take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure;
- interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
- run any form of auto-responder or "spam" on the Services;
- use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website;
- harvest or scrape any Content from the Services;
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction;
- modify, translate, or otherwise create derivative works of any part of the Services;
transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that:
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion,
- you know is false, misleading, untruthful or inaccurate,
- constitutes unauthorized or unsolicited advertising,
- impersonates any person or entity, including any of our employees or representatives,
- includes anyone's identification documents or sensitive financial information.
- copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations;
- otherwise take any action in violation of our guidelines and policies.
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request;
- enforce these Terms of Service, including investigation of potential violations hereof;
- detect, prevent, or otherwise address fraud, security or technical issues;
- respond to user support requests;
- protect the rights, property or safety of us, our users and the public.
Subscribers shall notify Vinctus if and when they learn of any security breaches regarding the Services, and shall aid in any investigation or legal action that is taken by authorities and/or Vinctus to cure the security breach.
Payments and Billing
Please note that any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement.
Method of Payment
All payments to Vinctus must be made using means of payment that we may approve from time to time. Vinctus currently requires payments to be made by major credit cards. Other forms of payment may be arranged by contacting Vinctus at firstname.lastname@example.org. Vinctus reserves the right to refuse certain methods of payment.
If you select a paid Services plan, you will pay for the Services on either a monthly or yearly basis starting on the date that you sign up electronically for paid Services (“Subscription Period”). All invoices are denominated, and Subscriber must pay in Canadian Dollars. Subscribers are typically billed monthly or yearly, with payment due no later than fourteen (14) days past the invoice date. Current pricing levels are as set forth at shuttlecontrol.com, and Vinctus reserves the right to modify pricing at any time, provided however that Vinctus will notify the Account administrator of a paid level Account by email thirty (30) days prior to any price increase affecting that Account. If you upgrade to a higher paid level or tier, Vinctus will credit any remaining balance from your previous subscription payment to your new level or tier.
When you sign up to a Subscription Period, there is a one-time charge. At the end of each Subscription Period, the Services will automatically renew for an additional Subscription Period of the same duration as the previous Subscription Period, as agreed by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.
WE MAY SUBMIT PERIODIC CHARGES FOR RECURRING SUBSCRIPTION PERIODS WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
Some of the services may offer a free trial period, which will have a limited availability, duration, and set of features, to be determined at Vinctus’s sole discretion (“Free Trial”).
You may choose to cancel your Account or discontinue your paid services at any time. At cancellation, your Account will be deactivated, and you will no longer be able to access or use the Services. We are not responsible for any loss of information if you choose to cancel your paid services or your Account.
Late payments may bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Vinctus in collecting such due amounts.
If a Subscriber is past due on their balance, Vinctus may send up to three (3) email notifications within a thirty (30) day period before suspending the Subscriber’s Account. Vinctus reserves the right to delete the Subscriber’s suspended Account after the final termination notice.
You must provide current, complete and accurate information for your billing Account. You must promptly update all information to keep your billing Account current, complete and accurate. If you fail to provide such information, you agree that we may keep charging you for any use of paid services under your billing Account unless you have terminated your paid services.
You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than Vinctus’s income tax) (collectively, “Taxes”), and you will pay Vinctus for the Services without any reduction for Taxes. If Vinctus is obligated to collect or pay Taxes, the Taxes will be invoiced to you.
Vinctus reserves the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately. Vinctus may or may not provide prior notice of the intent to terminate Services to you. If you wish to terminate your Account, you may do so by following the instructions on the Website or through the Services. All provisions of these Terms of Service shall survive termination, including, without limitation, licenses of Subscriber Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Unless otherwise set forth in this Agreement, any and all fees owed to Vinctus before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as Vinctus’s costs for collection (including attorneys' fees) of any such charges or other liabilities.
Any such termination may result in the forfeiture and destruction of information associated with your Account. Upon termination, any and all rights granted to Subscriber by this Agreement will immediately be terminated, and Subscriber shall promptly discontinue all use of the Services.
EXCLUSION OF WARRANTIES
THE SERVICES, INCLUDING WITHOUT LIMITATION ANY INFORMATION DELIVERED AS PART OF THE SERVICES, AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE WITH DATA, THAT YOU WILL HAVE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR WEBSITE OR THAT THE SERVICES ARE ERROR FREE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. THE SERVICES MAY CONTAIN INFORMATION PROVIDED BY ONE OR MORE THIRD PARTY DATA PROVIDERS. SHUTTLECONTROL DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE INFORMATION PROVIDED BY ANY SUCH THIRD PARTY PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT NEITHER SHUTTLECONTROL NOR ANY SUCH THIRD PARTY PROVIDER HAS ANY OBLIGATION TO CORRECT INFORMATION ABOUT YOU EXCEPT AS REQUIRED BY APPLICABLE LAW. INFORMATION YOU REQUEST MAY NOT BE AVAILABLE OR MAY NOT BE PROVIDED, AND SHUTTLECONTROL HAS NO LIABILITY FOR SUCH FAILURE. IN NO EVENT WILL SHUTTLECONTROL WARRANT OR GUARANTEE THE CORRECTNESS, COMPREHENSIVENESS, COMPLETENESS, ACCURACY, TIMELINESS OF ANY INFORMATION, PRODUCTS, OR SERVICES ON THIS WEBSITE. THE INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THEREFORE, YOU AGREE THAT YOUR ACCESS TO AND USE OF OUR WEBSITE, PRODUCTS, SERVICES AND CONTENT ARE AT YOUR OWN RISK.
LIMITATION OF LIABILITY
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
which Subscribers gain access to the Services;
what Content you access via the Services; or
how you may interpret or use the Content.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS OR THIRD PARTY PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR RELATED TO THE SERVICES, CONTENT, PRODUCTS, THE USE OR INABILITY TO USE THIS WEBSITE, OR ANY LINKED WEBSITE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).
SUBSCRIBER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SHUTTLECONTROL WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST SHUTTLECONTROL ARISING OUT OF SUBSCRIBER'S PURCHASE OR USE OF THE SERVICES, OR ANY CONDUCT OF SHUTTLECONTROL’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICES. SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS US, OUR AFFILIATES, PARENTS, SUBSIDIARIES, ANY RELATED COMPANIES, LICENSORS AND PARTNERS, AND EACH OF OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, SUPPLIERS AND REPRESENTATIVES FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARISE FROM OR RELATE TO YOUR (OR ANY THIRD PARTY USING YOUR ACCOUNT OR IDENTITY IN THE SERVICES) USE OR MISUSE OF, OR ACCESS TO, THE SERVICES, CONTENT, OR OTHERWISE FROM YOUR USER CONTENT, VIOLATION OF THESE TERMS OR OF ANY LAW, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.
WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
Rights and Policies
You acknowledge and agree that Vinctus (or Vinctus’s licensors) and its resellers own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Unless you have agreed otherwise in writing with Vinctus, nothing in the Terms of Service gives you a right to use any of Vinctus’s or its resellers' trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
Choice of Law
Any claim arising hereunder shall be construed in accordance with the substantive and procedural laws of the Province of Quebec, without regard to principles of conflict of laws.
You agree that if Vinctus does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Vinctus has the benefit of under any applicable law), this will not be taken to be a formal waiver of Vinctus’s rights and that those rights or remedies will still be available to Vinctus.
Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Vinctus on the Services are subject to change without specific notice to you. In consideration for Vinctus granting you access to and use of the Services, you agree that Vinctus may place advertising on the Services.
If you have a Vinctus Account, Vinctus may identify you as a customer on our site or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at email@example.com or by sending a letter to Vinctus’s address which is found at the end of these Terms of Service. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to do so and why.
The software which you use may automatically download and install updates from time to time from Vinctus. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Vinctus to deliver these to you) as part of your use of the Services.
Delivery of Notices
Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org.
Terms of Service Modifications
Vinctus may make changes to the Terms of Service from time to time. When these changes are made, Vinctus will make a new copy of the Terms of Service available at vinctus.com/terms-of-service. You understand and agree that if you use the Services after the date on which the Terms of Service have changed, Vinctus will treat your use as acceptance of the updated Terms of Service.
Neither you nor Vinctus shall be liable for nonperformance of the terms herein to the extent that either you or Vinctus are prevented from performing as a result of any act or event which occurs and is beyond your or Vinctus’s reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, explosion, utility or telecommunications outages, Internet disturbance, or any unforeseen change in circumstances, or any other causes beyond either party's reasonable control. The party experiencing the force majeure shall provide the other party with prompt written notice thereof and shall use reasonable efforts to remedy effects of such force majeure.
This Agreement, including all related agreements and policies incorporated by reference herein, constitutes the entire agreement between the parties related to the subject matter hereof and supersedes any prior or contemporaneous agreement between the parties relating to the Services. This Agreement may be signed electronically or, as set out above, your access and use of the Services will manifest your consent to this Agreement. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
If any provision of this Agreement is prohibited by law or held to be unenforceable, that provision will be severed and the remaining provisions hereof shall not be affected such that this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.