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Last Modified: August 2, 2022
Completix Inc. (“Completix”, “we“, “us” or “our“) is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). In consideration for permitting your access to our website and our online software as a service platform hosted at https://www.completix.com and related domains and subdomains (collectively the “Completix Platform”) and other good and valuable consideration, you agree as follows:
These terms and conditions (the “Terms“) form a legally binding agreement which govern your access to and use of the Completix Platform.
These Terms have provisions which limit our liability and impose obligations on you. By using Completix Platform, you, the user (“you” or “your“), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.
If you are using the Completix Platform on behalf of, or in the employ of, an organization (such as a corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, “you” and “your” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Completix Inc.
AMENDMENTS
As the Completix Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms and our policies each time you use the Completix Platform, we will provide you with notice of any changes to the Terms and policies to your email address registered with us, at least fifteen (15) days prior to the effective date of the amendment. You are responsible for reviewing the amendments and thereafter, deciding if you wish to continue to use the Completix Platform governed by the revised Terms. You are deemed to have accepted and agreed to such amendments by accessing and using the Completix Platform after such amendments become effective. If you do not agree with the amendments, you shall immediately stop accessing the Completix Platform and terminate your account, subject to the terms provided for herein.
PRIVACY
We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online at https://www.completix.com/privacy-policy. By using the Completix Platform, you consent to such processing and you represent to us that all information provided by you is accurate.
If you use the Completix Platform to carry on your own business, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information which you upload to, or use in connection with, your account on the Completix Platform.
Relationship of the Parties
Regardless of whether you are acting individually or if you are operating your own business in using the Completix Platform, you are not an agent, joint venturer or partner of ours and you hereby waive the application of the Partnerships Act, RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us by virtue of your use of the Completix Platform.
About Our Platform
The Completix Platform is an online project management platform that allows you and your team to collaborate online and manage various types of projects. Projects are managed via a designated project management site on our platform. We offer various account types to access sites, with one account for each project website being designated as a site owner (“Site Owner”). The Site Owner who can add and remove other users from the project site. If you are the person who established a project site, and are therefore a Site Owner (or subsequently become designated as the Site Owner) in respect of any single project on the Completix Platform, you are responsible for the payment of each end-user account license you, or any co-administrator account, adds to the project site. The Site Owner, or the applicable co-administrator can add and remove account licenses from within their account by inviting other users to the site.
For greater certainty, these Terms apply to you whether you operate as a Site Owner, or any other account used to access the Completix Platform.
Establishing an Account
To use the Completix Platform you will be required to register an account and provide certain personal information as referenced in our privacy policy.
Regardless of whether you pay for your account directly or not, you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms our privacy policy and all other documents and policies incorporated by reference.
Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the Completix Platform, via your account, in accordance with these Terms. However, we reserve the right to suspend or revoke that license and your access to the Completix Platform in the event (i) you or the applicable Site Owner fails to pay the fees associated with your account (as updated from time to time); or (ii) you, or another user associated with your project(s), are in breach of these Terms; or (iii) we reasonably suspect you or another user associated with your project(s) are in breach of these Terms.
We make no representations or warranties as to the ongoing availability of the Completix Platform, or your access to it. Accordingly, we may also remove your account access if we no longer offer the Completix Platform.
We may also suspend or terminate your account access if we reasonably believe your account has been access by an unauthorized third-party.
If we suspend or terminate your account, the Site Owner associated with your project shall be required to pay for the account, on a pro-rated basis, up to the date the account was last made available for use. Aside from such situations, you agree that we do not offer account refunds, regardless of whether payment for such account(s) was made on a monthly, quarterly or annual basis.
Account Not Transferrable
Access to your account is not transferrable and is only intended for you, the individual who established the account, even if your account is paid for or made accessible to you by an organization (such as your employer or other third party).
Account Security
Upon setting up an account, you will be required to create a password. You are responsible for safeguarding the password you use to access the Completix Platform and you agree not to disclose your password to any third-party.
You agree to use a unique password for your account which you do not use for any other online service. As we, or our third party providers, may send password reset notices and links to your email account registered on the Completix Platform (i) you are responsible for ensuring that your email address associated with your account is accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.
You agree you are responsible for any activity on your account and all correspondence provided to us from any email address used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person who established the account and whose personal information is registered and associated with the account.
You must immediately notify us of any unauthorized use of your account.
You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address.
While we and our third party software and technology providers take certain security measures in relation to the Completix Platform, you acknowledge that the technical processing and transmission of the Completix Platform and related data and information, including your own account data and information, will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the Completix Platform available, including data hosting, account security and web hosting providers. You accept all such risks in using the Completix Platform and you agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your personal information.
Acceptable Use of the Completix Platform
In using the Completix Platform, you agree, and you represent and warrant to us and all other users of the Completix Platform, that you:
We may, but have no obligation to, remove or suspend users from the Completix Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.
Fees
Our fees for using the Completix Platform are displayed online at https://www.completix.com/pricing. We may also quote enterprise level fees to you directly and require you to enter an additional enterprise level agreement. In the absence of such an enterprise level agreement, if you are the designated Site Owner, you agree to pay all fees and taxes associated with or arising from your account and each of the additional end-user account licenses you, or your co-administrators, add to your project sites. You further agree that we are authorized to automatically bill your payment method for all account fees and to automatically renew your accounts, using our payment processors, for any and all account licenses, service fees and automated account renewals.
Our fees are subject to change, however, we agree to provide you with a minimum of 30 days’ notice of any such changes via email. Pricing changes will only apply to future account billing, on a per user basis, for subsequent account renewals (whether you pay to access your account(s) on a monthly, quarterly or annual basis) and will also apply to the fees payable in respect of additional end-user accounts added to a project.
Payment for each user’s access to the Completix Platform is due in advance of each monthly, quarterly or annual billing cycle, as applicable. If the applicable Site Owner’s payment method is declined or is otherwise not provided, you agree that we may suspend your account until such payment is made.
We may also offer data migration services, implementation services and other support services for additional fees. Such fees may be quoted separately, whether in an email or other written correspondence. Upon your acceptance of any such quote, whether by email or otherwise, you agree to pay all such fees.
Additional terms related to pricing and payment may be specified on the Completix Platform. Those terms, as amended from time to time, are incorporated by reference and form part of this agreement.
No Refunds
Unless we have billed you in error, all charges are final and non-refundable, including payments made in respect of each end-user account license, setup fees, and other services charges.
Taxes
All fees (for both account licenses and any services we may provide) are subject to the addition of sales and other applicable taxes.
Cancelling an Account License
From within their account, the applicable Site Owner may elect to not renew all or any of their end-user accounts associated with a project at the end of any then current monthly, quarterly or annual billing cycle, as applicable. The Site Owner is permitted to cancel such account licenses any time prior to the next automatic renewal date. The automatic renewal date is based upon whether you (and each applicable end-user account) subscribe to the platform on a monthly, quarterly or annual basis. If the applicable Site Owner elects not to renew your account, you agree and acknowledge that your account will no longer be able to access the applicable project site.
Payment
We facilitate payment on the Completix Platform using Stripe, Inc., Stripe Payments Canada, Ltd. and their related entities (collectively “Stripe”). For more information on Stripe’s terms of service, their Stripe Services Agreement and privacy policy, visit https://stripe.com/en-ca/ssa and https://stripe.com/en-ca/privacy.
ACCEPTANCE OF RISK AND DISCLAIMERS
Our Completix Platform is provided “as is” without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.
Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the Completix Platform, our independent contractors, payment processors or third-party service providers.
You agree that, while we strive to have the Completix Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the Completix Platform. We may also perform scheduled maintenance which will result in the Completix Platform being unavailable for certain periods of time.
However, if we suffer an event which takes the Completix Platform offline for more than 72 hours, we may suspend your account and suspend your subscription fees until such time as we make the platform available again.
While users are required to comply with these Terms, including the acceptable use terms listed above, we make no representations and grant no warranties that other users, who operate independently on the Completix Platform, have in fact or will in fact, comply with all such terms.
Limitation of our liability
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES FOR WHICH WE AND THE ABOVE PERSONS SHALL NOT BE LIABLE TO YOU INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF ANTICIPATED REVENUE, LOSS OF DATA, LOSS OF INFORMATION (INCLUDING PERSONAL INFORMATION), DAMAGES FOR THE COSTS OF PROCURING SUBSITUTE GOODS OR SERVICES OR ANY OTHER INDIRECT BUSINESS OR ECONOMIC DISADVANTAGE OR HARM SUFFERED BY YOU, ARISING OUT OF OR RELATED TO YOUR USE OF THE COMPLETIX PLATFORM, THE FAILURE TO BE ABLE TO ACCESS THE COMPLETIX PLATFORM, OR THE RELATIONSHIP FORMED BY THESE TERMS.
IN ADDITION TO THE LIMITATIONS ON LIABILITY ABOVE, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION FINDS US LIABLE TO YOU, ON ANY GROUNDS AND HOWSOEVER CAUSED (INCLUDING BY NEGLIGENCE OR OTHERWISE), FOR ANY DAMAGES, LOSS OR CLAIM, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THIS AGREEMENT, YOUR USE OF, OR FAILURE TO BE ABLE TO USE, THE COMPLETIX PLATFORM, OR THE RELATIONSHIP BETWEEN YOU AND US, BE MORE THAN THE GREATER OF (i) CAD $50.00; OR (ii) THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR ACCESS TO THE COMPLETIX PLATFORM OVER THE PREVIOUS TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE WHICH GAVE RISE TO YOUR INITIAL CLAIM.
YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE COMPLETIX PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
Obligations in Favour of Third-parties. You agree that any provisions herein which obligate you to limit the liability of, hold harmless or indemnify any person or entity who is not a party to this agreement (such as our directors, officers, shareholders, employees and others), that such obligations are accepted by us as agent and trustee for each such third-party. We declare ourselves trustee of such covenants and obligations for each such third party and you agree that such covenants and obligations may be enforced by us on behalf of any such person.
Indemnification
You agree to indemnify us, our employees, shareholders, directors and officers, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right (including but not limited to a third-party’s intellectual property rights); (iii) any breach of a representation or warranty made by you to us, either in these Terms, our privacy policy or otherwise; or (iv) any claim for damages suffered by another user of the Completix Platform which you caused or contributed to.
Joint and Several Liability for Site Owner Holder
If you are the person and/or entity who created the Site Owner in respect of a project on the Completix Platform, you agree that you are jointly and severally liable to us (along with the applicable end-user) to the full extent of any claims or damages we may suffer, arising from or in connection with any acts or omissions of the other user(s) associated with your project, where such acts or omissions constitute a breach of these Terms by said user(s).
Proprietary Rights
The Completix Platform contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the Completix Platform without the express consent of the owner.
All rights, title and interest in and to the Completix Platform are and will remain the exclusive property of Completix Inc. and our licensors.
The Completix Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Completix Platform or any content thereon, without our express written consent, or the consent of the applicable owner of said content.
You are not permitted to use any trademark or trade name of Completix Inc., including our logo, without our express permission.
Your Content
The Completix Platform permits you and other users the ability to upload and post documents, information, data, images, videos, files (of various types and formats) URL’s and other content (“User Content“). We claim no ownership of your User Content. While we may remove User Content we become aware of that does not comply with (or we reasonably suspect does not comply with) these Terms, or which is otherwise required to be removed by law, we do not pre-screen User Content uploaded or posted to the Completix Platform by you or other users.
In connection with your User Content, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use and upload such content to Completix Platform for use in connection with your projects and with the other users operating within your project on our platform.
You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Completix Platform in order to facilitate the ordinary use of the Completix Platform.
Data Backup and Data Deletion
While we may, you agree that we shall not be responsible for backing up any of your User Content, or any information or data you upload to the platform or otherwise provide to us. As there is a risk of loss to the information and User Content stored on our systems and the systems of our third party data storage providers, it is your obligation to keep copies of any User Content or data or information as a backup, not stored on our platform, to ensure you are able to continue to access it.
Upon the termination or deletion of your account or a project site, whether by you, or by us (including as a result of your failure to pay account fees) and subject to applicable law, you agree that we may permanently delete your project site including all data, files and information associated with your account fifteen (15) days after the termination of your account and/or deletion of your project site, as applicable. If you are the Site Owner for your project site, upon termination of your account you agree and acknowledge that the account data, project site data, project site files and information of all account holders for your project site may also be deleted.
Feedback
We do not consider proposals or ideas, including without limitation ideas for new products, features, technologies, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.
Copyright Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Completix Platform, please notify us at [email protected]. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer’s account or remove the content. However, we may also require that you certify or sign a statutory declaration that you own the content in question before we take any action.
Linked Sites
Whether or not we are affiliated with websites or third-party vendors that may be linked to the Completix Platform, you agree that we are not responsible for their content. Internet links found on the Completix Platform, whether posted by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.
Law of the Contract (Governing Law) and Jurisdiction.
These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.
You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.
Severability
The invalidity or unenforceability of any provision or part of any provision of these Terms, including all documents, agreements and schedules incorporated by reference, shall not affect the validity or enforceability of any other provision or part of the Terms or other document, and any such invalid or unenforceable provision or part thereof shall be deemed to be separate, severable and distinct and no provision or part thereof shall be deemed dependent upon any other provision or part of the Terms;
No Interpretation Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
All policies referred to in these Terms or anywhere on the Completix Platform are hereby incorporated by reference, including but not limited to our Privacy Policy.
Termination
While the applicable Site Owner holder is permitted to terminate a project’s end-user accounts in accordance with these Terms, prior to the next applicable automated account renewal date, you agree that the cancellation, suspension or termination of access to the Completix Platform shall not terminate this agreement.
For greater certainty, any provision concerning the limitation of liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law), your representations and warranties and obligations which expressly or implicitly extend beyond the termination of your account, shall remain binding even upon the termination of your account access.
Assignment of this Agreement
These Terms shall endure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Completix Platform by a third party, the transfer of control of Completix Inc. or otherwise.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Waiver
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
New Features
Any new features that augment or enhance the current the Completix Platform, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. However, you may be required to pay additional fees, as specified on our website, if you wish to access and use such additional features.
Entire Agreement
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms and providing you with notice of same, as contemplated herein; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of Completix Inc.