Terms & Conditions

This End User Agreement (“Agreement”) is a legal agreement between you (either an individual or entity) and SpringTern. By accepting the Terms and Conditions of this Agreement you agree to be bound by the terms and conditions of this Agreement. If you do not agree with the terms of this agreement, you will not be permitted to use this website. Your use of this website acknowledges that you have read this agreement, understand it and agree to its terms and conditions.

You may not download, copy, modify, adapt, translate, reverse engineer, or attempt to gain knowledge of the source code in any manner. You shall permit SpringTern to audit your compliance with this Agreement as deemed necessary by SpringTern. All rights not expressly granted to you are reserved to SpringTern.

You acknowledge that the content on the website is provided by third parties and that SpringTern acts as a conduit for the publication of such content. SpringTern does not endorse any content on or accessible through the website and is not responsible or liable to you or to any third party for the truthfulness or accuracy such content.

The website may contain advertisements by third parties which may contain links to other sites. SpringTern does not endorse or make any representation regarding the content of any materials contained in, or linked to, any advertisement on the website unless otherwise specifically stated.

The website and the software are provided on an “as is” basis with no warranties of any kind. SpringTern makes no representations or warranties with respect to the use of the website or the software.

SpringTern does not warrant performance or results by using the website and SpringTern makes no representations or warranties, express or implied, as to non-infringement of third party rights, merchantability or fitness for a particular purpose. In no event will SpringTern be liable to you for any consequential, incidental or special damages, including any lost profits or lost savings, even if SpringTern has been advised of the possibility of such damages, or any claim by a third party.

Limitation of Liability –under no circumstance shall SpringTern, its offices, directors, employees contractors, licensors or suppliers be liable to you or any other person for any consequential, indirect, personal injury or death, special, punitive or incidental damages, whether foreseeable or not, based on your claims or those of any third party arising out a breach or failure of an expressed or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise.

In no event will the aggregate liability which SpringTern, its offices, directors, employees contractors, licensors or suppliers may incur in any action or proceeding exceed the total amount actually paid to SpringTern by you for the use of the website, software in the three months immediately preceding the event giving rise to the action or proceeding. You are responsible for all matters related to the security of data of your computers, systems and components thereof, and all data and business related to the operation of the software.

The website and the software are made available over the internet which is an open environment in which third part access is possible and often permitted. You are responsible for ensuring the security of your systems, including but not limited to firewalls, antivirus protection and SpringTern shall have no responsibility or liability for any loss, cost, expense or damage you may suffer related to the use of the software.

Indemnity – You agree to indemnify SpringTern, its directors and officers from any damages, costs and/or losses they or it may suffer as a result of any breach on your part (or on the part of your employees or agents) of the terms and conditions of this Agreement.

Exclusion from the United Nations Convention on Contracts for the International Sale of Goods – The rights and obligations under this agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods and/or any local implementing legislation, the application of which is expressly excluded.

Governing Law – This agreement shall be governed by the laws of the Province of Ontario, Canada, excluding applicable conflict of law rules. You hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario with respect to matters related to this agreement.

Force Majeure – Except for payment obligations hereunder, neither you nor SpringTern will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labour strikes or difficulties or transportation stoppages or slowdowns. If any of these causes continues to delay or prevent performance for more than 90 days, the affected party may terminate this Agreement, effective immediately, upon notice in writing to the other party, which notice may be delivered by E-mail.

Termination – This Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from SpringTern to effect such termination. You may also terminate this agreement at any time by notifying SpringTern in writing of termination, which notice may be delivered by E-mail. Upon any termination of this Agreement you shall immediately discontinue use of the Software.

Miscellaneous – This Agreement shall constitute the complete and exclusive agreement between you and SpringTern and supersedes all other proposals, prior understandings or agreements between the parties pertaining to the Software. The terms and conditions of this Agreement may not be amended except by SpringTern providing you with at least 30 days written notice of amendment, which notice may be delivered by e-mail. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.