Terms of Service

Welcome to our Terms of Service (the “Terms”). These Terms are between Audette Analytics Inc. (“Audette”, “we”, “us” or “our”), the owner and operator of the Audette website (the “Site”) and the Audette carbon planning software (the “Software”, and together with the Site, the “Services”), and you (“you”, “your” or “user”), a user of the Services, whether on behalf of yourself or an entity you represent. These Terms govern your access and use of any of the Services. 

These Terms incorporate by reference the Privacy Policy posted by us on our Site (the “Privacy Policy”, and together with these Terms, the “Agreement”). However, notwithstanding anything in this Agreement, if you are party to a purchase order, or other similar agreement, that is signed and in effect with Audette for your access and use of the Software (the “Signed Agreement”), then such Signed Agreement will solely govern your access and use of the Software.  

PLEASE READ THIS AGREEMENT CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. 

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND AUDETTE, AND IS DEEMED ACCEPTED BY YOU UPON YOUR FIRST ACCESS OR USE OF THE SERVICES. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

1. Use of the Services

(a) General.  You agree that your use of the Services is at your own risk and liability, and you agree that Audette is released of any liability in connection with same. You are solely responsible for (i) obtaining all rights and licenses in and to the information that you provide to the Services; and (ii) all activity that occurs under any account that you may have in connection with the Services.

(b) Responsible Use.  In accessing or using any part of the Services, you must not:

• breach or circumvent any applicable laws; 
• use the Services as a part of any unethical, misleading, abusive, defamatory, indecent or illegal purposes;
• transfer any user account(s) to another party without our prior written consent;
• distribute viruses or any other technologies that may harm the Services;
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose;
• interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
• infringe the copyright, trademark, patent, publicity, moral, database and/or other intellectual property rights (collectively “Intellectual Property Rights”) that belong to or are licensed to Audette;
• infringe any Intellectual Property Rights that belong to third parties; 
• circumvent any technical measures we use to provide the Services or take any action to violate, interfere with, or undermine the security or system integrity of the Services; or
• take any action that would damage, harm, or diminish Audette’s reputation, goodwill, or public image.

(c) Remedies.  Without limiting Audette’s rights herein, if Audette determines, in our sole discretion, that you are abusing the Services or failing to comply with the terms of this Agreement, we may, without limiting any other available remedies, limit, suspend or terminate your user account(s) and your access to our Services, remove your User Information, remove any special status associated with your user account(s), and take technical and/or legal steps to prevent you from using our Services. You agree that Audette has no obligation to monitor, review or remove User Information; however, Audette reserves the right to limit or remove User Information on the Services at its sole discretion.

2. Proprietary Rights

(a) License.  Subject to the Privacy Policy governing our collection and use of personal data, when providing us any information concerning yourself or a third-party while using the Services (directly or indirectly) (the “User Materials”), you grant us a non-exclusive, worldwide, royalty-free, fully-paid right and license to exercise any and all Intellectual Property Rights that you have in and to the User Materials in connection with our provision of the Services.

(b) Warranties.  You represent and warrant that for all User Materials that you provide: (i) you own or otherwise have all necessary rights and licenses to do so in connection with your use of the Services; and (ii) the User Materials will not infringe any Intellectual Property Rights, privacy rights or contractual rights of any third-party. You agree that Audette will not be liable for any User Materials.

(c) Rights Reserved.  Subject to your compliance with this Agreement, and the payment of any fees for any of the Services required by Audette, as may be applicable, Audette grants to you a limited, revocable and non-transferrable right and license to access and use the Services. Except for the rights and licenses expressly granted in this Agreement, Audette does not grant any Intellectual Property Rights under this Agreement, and all such rights, title and interests are hereby retained and reserved. Audette is and will remain the exclusive owner and provider of the Services.

3. Fees and Payment Processing

Access and use of certain parts of the Services, and certain features, tools and/or activities, may require payment of a fee (“Service Fees”), and we may use third-party payment processors in order to facilitate Service Fee payments (the “Payment Processors”). Audette disclaims any and all liability that may result from your use of any Payment Processor, and Audette makes no representation, warranty or guarantee with regards to any Payment Processor or their actions. Your activity on the Payment Processor’s sites or applications is governed by such Payment Processors’ terms and conditions. Any claim or dispute you may have in connection with Service Fees must be solely directed to such applicable Payment Processor, and you hereby release Audette and its affiliates, and each of their officers, directors, employees and agents, from any and all claims, actions, demands or losses in connection with same.

4. Disclaimers and Liability Limitation

Certain third-party software, links, services and features (collectively, “Third-Party Materials”) may be accessible via the Services by Audette’s: (a) licensing of same from third-parties and embedding or including it in the Services; and/or (b) establishment of a link or other connection to the Third-Party Materials within the Services. Audette disclaims any and all liability with respect to the Third-Party Materials, and you agree to hold Audette harmless with respect to same. Your use of the Third-Party Materials is subject to the terms and conditions set by such third parties, and you agree to comply with such terms and conditions.

5. Disclaimers and Liability Limitation

(a) Assumption of Risk and Liability.  YOU AGREE THAT YOU ACCESS AND USE THE SERVICES AT YOUR SOLE RISK AND LIABILITY.

(b) No Warranty.  THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDIITONS OR GUARANTEES FROM AUDETTE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY, ORAL OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF UPTIME, ACCURACY, MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

(c) Liability Limitation.  AUDETTE AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, AFFILIATES AND ASSIGNS ARE NOT RESPONISBLE FOR ANY DAMAGES OR LOSSES (INCLUDING LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) ARISING OR RESULTING DIRECTLY OR INDIRECTLY FROM THE FOLLOWING, WHETHER OR NOT AUDETTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES:

• THE SERVICES, INCLUDING: (A) ANY RELIANCE BY YOU THEREON; OR (B) ANY ERRORS, DELAYS OR DISRUPTIONS IN THE SERVICES;  
• ALL USER MATERIALS;
• ALL THIRD-PARTY MATERIALS;
• YOUR ACCESS OR USE, OR YOUR INABILITY TO ACCESS OR USE, ANY PART OF THE SERVICES; OR
• ANY ACTS OR OMISSIONS YOU TAKE IN THE COURSE OF YOUR ACCESS OR USE OF ANY PART OF THE SERVICES.

6. Use of the Services

You agree to defend, indemnify, and hold harmless Audette and its affiliates, and each of their officers, directors, employees and agents, from and against any and all claims, actions, demands or losses, including reasonable legal and accounting fees, arising from or in any way relating to: (a) your breach of this Agreement; and (b) your User Materials.

7. Service Modifications

Audette reserves the right at any time and from time to time to modify, suspend or terminate, temporarily or permanently, the Services (or any part thereof) with or without notice in our sole discretion. Audette will not be liable to you or any third-party for any modification, price change, suspension or termination of the Services.

8. Reliance

You understand and agree that Audette is making the Services available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers set forth in this Agreement, and that the same form an essential basis of the contract between you and Audette and will apply to the maximum extent permissible under law. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein, together with any other provisions which by their intent or meaning are intended for survival, will survive and continue to apply indefinitely following any termination of your use of the Services, notwithstanding any fundamental breach or breaches of, or the failure of essential purpose of contract, or the failure of any exclusive remedy.

9. Feedback

Any suggestions or comments for improving or modifying the Services that are included in your communications with us (“Feedback”) will be deemed to be non-confidential and non-proprietary to you, and you agree that: (a) Audette is therefore not subject to any confidentiality obligations with respect to the Feedback; (b) the Feedback is not confidential or proprietary information of any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Audette may irrevocably freely use, reproduce, publicize the Feedback; and (d) you are not, nor is any other party, entitled to receive any compensation or reimbursement of any kind from us in relation to the Feedback.

10. General

• Entire Agreement.  Except with respect to any Signed Agreement, this Agreement, which includes the Privacy Policy, constitutes the entire agreement between you and Audette with respect to the subject matter contained herein, and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. To the extent of any conflict between the Terms and the Privacy Policy, the Terms will govern.
• Amendments.  Audette may amend this Agreement without notice at any time and from time to time by posting the amended Agreement on the Site. You can determine when this Agreement was last revised by referring to the “Last Updated” reference expressly provided above. Your continued access or use of any part of the Services after any amendments constitutes your acceptance of the amended Agreement.
• Authority.  If you agree to this Agreement on behalf of an entity, you represent and warrant that: (i) you have full legal authority to bind such entity to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree to the Agreement on behalf of the entity that you represent and any permitted users of such entity. In such event, “you” and “your” will refer and apply to such legal entity.
• No Agency; No Employment. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
• Assignment & Enurement.  Audette may assign this Agreement at any time, with or without notice. You may not assign your rights or delegate your duties under this Agreement, either in whole or in part, without Audette’s prior written consent in each instance. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.
• Non-Waiver.  Audette’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. Waivers by Audette will not be effective unless made in writing and signed by an officer of Audette.
• Severability.  The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. Upon determination by an arbitrator or court of competent jurisdiction that any provision of this Agreement is invalid or unenforceable, then to the maximum extent permitted under applicable law, such impugned provision will be deemed to be amended in order to achieve its original intent as closely as possible while remaining compliant with applicable law.
• Interpretation.  This Agreement was written in the English language. If this Agreement is translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”. To the maximum extent permitted by applicable law, the contra proferentem rule will not apply to the interpretation of this Agreement. Headings are for convenience of reference only.
• Governing Law.  This Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction, and you agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada. However, the foregoing will not limit Audette’s right to enforce this Agreement in any other jurisdiction if reasonably necessary or advisable in our sole discretion.
• Trial Waiver.  YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY 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 AND/OR THIS AGREEMENT.