Last Updated: July 1, 2024
These Terms of Service form an agreement between 16169929 CANADA INC. (“Company”, “us”, “we”, “our”) operating under the brand name "Optical Pathways", and you. The term "you" refers to the person or entity browsing, accessing or otherwise using the services (“use” or “using” in these Terms of Service will mean any of the foregoing) who are generally our agents.
The following terms of service (the “Terms of Service” or “Terms”) govern your access to and use of: (a) our website located at (www.opticalpathways.com) (the “Website”); (b) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the Website, and (c) all other Content, products or services provided by us to you, as more particularly described on the Website (collectively, (a) to (c) will be defined hereafter as the “Services”).
BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, AS UPDATED FROM TIME TO TIME. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.
The Services and all of the content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Company, our licensors, and certain other third parties. All rights, titles, and interests in and to the Content and Intellectual Property available via the Services is the property of Company, our licensors or certain other third parties, and is protected by applicable copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Services. All rights not expressly granted to you in these Terms are reserved.
Subject to these Terms, we grant you non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services.
We retain the right, at our sole discretion, to deny you access to the Services, at any time and for any reason, including for violation of these Terms. You will cease and desist from any such access or use immediately upon request by us.
When using our Services, you may be asked to create or register for an account (the “Account”) through the Website. You must treat your username, password, and any other piece of information required as part of our security procedures as confidential, and you must not disclose the foregoing to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to your Account or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security, including, but not limited to, if you lose your user name or password. You agree to be responsible for any use of your Account or portions of it using your username, password or other security information. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name or password whether chosen by you or provided by us, at any time if you have violated any provision of these Terms.
We may, in our sole and absolute discretion, disable your Account at any time and for any reason, including, but not limited to, if you breach these Terms. Upon disabling of your Account, we will retain your data in accordance with our Privacy Policy. Even if your Account is disable and you cease visiting/using the Website, be aware that these Terms, to the extent any provisions by their nature will survive any expiration or termination of these Terms, shall survive.
Ownership of the data that you load, transmit to or enter into the Services (the “User Data”) remains with you. However, in order for the Services to provide you with valuable insight, you agree to grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, royalty-free, transferable and sublicensable license to access, collect, store and use the User Data: (i) to generate insights through the Services (“Output Data”) which will be shared with you; (ii) to develop and enhance the Services; and/or (iii) in accordance with the applicable privacy laws.
Without limiting the generality of the foregoing, you will not (and will not attempt to):
Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your data, and which is hereby incorporated into and forms a part of these Terms of Service.
You represent and warrant to us that the User Data will only contain identifiable individuals (“Personal Information”) in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to: (i) make available the Services; and (ii) create, use and disclose aggregated statistical information for any purpose and without obligations of any kind.
We may perform automatic updates or upgrades to the Services from time to time. We are not responsible for any affected or erased data, preferences, or settings due to a Services update or upgrade. These Terms govern any upgrades or updates to the Services, unless such upgrades or updates are accompanied by a separate agreement.
You agree that we may perform automatic updates or upgrades to the Services without any further notice or consent. If we provide further notice or requests further consent to a Services update or upgrade, the notice or consent may be received by or provided to you or any authorized user of your device, and you agree that such notice or consent is sufficient for you and all authorized users of your device. The person receiving or providing that notice or consent is responsible for notifying you and all authorized users of the notice and of his or her consent.
You use the Services at your own risk. We do not guarantee or warrant that the Services is compatible with your computer system or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.
We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.
We do not warrant that a third party cannot access your information should a third party come into possession of your device. We suggest that you use all security features of your device, including any password or locking function, to protect your device and the confidentiality of your information.
The Services may display or make available content, data, information, services or materials from third parties (“Third Party Materials”), use third party application program interface (“Third Party APIs”) or provide links to certain third party web sites (“Third Party Links”), such as OpenAI. The Third Party Materials, Third Party APIs or third party web sites may be governed by its own end user license agreement, terms of use, data governance statement or privacy policy (the “Agreements”).
You are responsible for reviewing the respective Agreements and complying with the respective Agreements.
We are not responsible for examining or evaluating the content, accuracy, validity, legality or any other aspect of such Third Party Materials, Third Party APIs or Third Party Links. We do not warrant, condition, guarantee or endorse any Third Party Materials, Third Party APIs or Third Party Links and is not liable to you or to any other party for any Third Party Materials, Third Party APIs or Third Party Links or for your misuse or use of Third Party Materials, Third Party APIs or Third Party Links. Third Party Materials, Third Party APIs and Third Party Links contain proprietary content and information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You may not use such proprietary content, information or materials in any way except as authorized by the provider of the Third Party Materials, Third Party APIs or Third Party Links. You may not use any Third Party Materials, Third Party APIs or Third Party Links in a manner that would be, or could be reasonably construed as, a breach of these Terms. We may change, suspend, remove, modify access to or disable access to any Third Party Materials, Third Party APIs or Third Party Links at any time by providing You with no less than three (3) days’ notice.
(a) YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
(b) The Services may use generative artificial intelligence to generate Content, as such the Content may contain errors, inaccuracies, and/or bias and should not be relied upon as a substitute for professional advice. All Content generated through the Services is information of a general nature and does not address the circumstances of any particular individual or entity. This Content is for entertainment purposes only. It should not be used for any other purpose, such as making financial decisions or providing medical advice. You assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other Content generated through the Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OR THE SERVICES. WE DISCLAIM ALL LIABILITY OF ANY KIND OF OUR LICENSORS AND SUPPLIERS.
TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $5 CDN. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
(a) We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with notice.
(b) These Terms are effective until terminated by you or Company. You may terminate these Terms by ceasing to use the Services and cancelling your subscription to the Services. These Terms will terminate automatically and without notice from Company if you fail to comply with any provision of these Terms. Upon termination of these Terms, you shall cease all use of the Services. You agree that Company may elect to cease any support of the Services and/or provision of its services that the Services accesses at any time at the sole discretion of Company. In addition to any other termination right, Company may terminate these Terms upon 5 days’ notice to you
(c) The following Sections, together with any other provision of these Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive expiration or termination of these Terms for any reason: Sections 1 (Ownership of the Services and Its Content), 7 (Data You Upload To Us), 9 (Privacy), 11 (Viruses), 12 (Communications Not Confidential), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18(c) (Changes, Termination and Survival), 20 (Dispute Resolution), and 21 (General Provisions).
You will comply worldwide with all laws and regulations applicable to the Services. You may not use, export, re-export, import, sell or transfer any aspect of the Services except as authorized by applicable law and regulations and after obtaining our express written consent.
(a) Timing of Claims: Any cause of action or claim you may have with respect to the Services (including, but not limited to, the purchase of products/services) must be commenced within one (1) year after the claim or cause of action arises.
(b) Final Arbitration: The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The testimony, evidence, ruling and all documentation regarding any arbitration shall be considered confidential information. Neither party may use, disclose, or divulge any such information unless otherwise required by law.
(c) Arbitration: Any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, you shall not commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute. The seat of the arbitration shall be the same as the provincial or territorial law governing these Terms. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts. A party to these Terms may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
(d) If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Dispute Resolution section will be null and void. This arbitration agreement will survive the termination of Your relationship with Company.
(a) Choice of Law. These Terms of Service are governed by the provincial laws of the province of Ontario and the federal laws of Canada as applicable therein, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Except as restricted by applicable law, you agree to submit to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, if a dispute arises between you and us, you agree that you will notify us about any dispute you have with us related to these Terms of Service by contacting us.
(b) Electronic Communications. You are communicating with us electronically when you use the Services or send email to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(c) Notifications. We may provide notifications by posting the notifications on the Services itself or by sending the notifications to the email associated with your Account. We are not responsible for any automatic filtering you or your network provider may apply to email notifications.
(d) Severable. If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
(e) Entire Agreement. These Terms, and the documents referenced in these Terms, constitute the entire agreement between Company and you pertaining to the subject matter thereof, and supersedes in its entirety any and all written or oral agreements previously existing between us with respect to the Services. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, other than as contained in these Terms.
(f) English Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.