SYNCROSIM CLOUD
TERMS OF USE
Apex Resource Management Solutions Ltd. (“ApexRMS”, “we,” “us,” and “our”) owns the software, SyncroSim, that it has developed and makes commercially available to its customers (“you”, “your”) for use as a cloud based, hosted service offering (the “Service”, as more fully defined below).
These Terms of Use (the “Terms of Use”) constitute a legally binding agreement between you and ApexRMS regarding your access to and use of the Service, which includes, without limitation, registering for an account (“Account”). BY ACCEPTING THE TERMS OF USE, EITHER BY: A) ACCEPTING THE TERMS OF USE ONLINE, OR B) USING, OR GENERALLY ACCESSING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE PROVISIONS, AND HAVE THE AUTHORITY TO AGREE TO, AND ARE CONFIRMING THAT YOU ARE AGREEING TO, COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF, AFTER READING THE TERMS OF USE, YOU DO NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU SHALL NOT USE, OR ACCESS THE SERVICE.
These Terms of Use are effective as of March 19, 2024. ApexRMS may update or revise these Terms of Use from time to time. You agree that you will review these Terms of Use periodically. If you do not agree to the terms of these Terms of Use or any modified version of these Terms of Use, your sole recourse is to terminate your use of the Service. Your continued use of the Service after any such changes constitutes your acceptance of the revised Terms of Use. If you breach any of these Terms of Use, your authorization to use the Service automatically terminates and you must discontinue all use of the Service.
1. DEFINITIONS
(a) “Agreement” means, collectively, to all the terms, conditions, or policies referenced in this document.
(b) “Content” means any content featured or displayed through the Service, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available through the Service. For greater certainty, “Service Content” will be Content created and owned by ApexRMS and “User Content” will Content that you create or own as defined in Section 5.1.
(c) “Library” means Content uploaded and submitted to the Service by a User in the form of a published dataset.
(d) “Service” means the cloud-based, hosted version of the Software for which Customer is granted rights of access and use in accordance with this Agreement, including any ancillary services available in connection therewith, as such Service may be updated from time to time by ApexRMS in its sole discretion.
(e) “Software” means the SyncroSim software program(s) in machine-readable object code format and other related software which is made available by ApexRMS as a Service for use by you in accordance with the terms hereof.
(f) “Support Services” means the technical support services for the Service provided by ApexRMS.
(g) “User” means a user of the Service that has an Account, and in each case, also includes you.
(h) “Website” means the SyncroSim website located at https://syncrosim.com.
2. THE SERVICE
2.1 Grant of Rights. Subject to the terms and conditions of this Agreement and any usage limitations applicable to the Service plan to which you have subscribed, ApexRMS hereby grants to you a non-exclusive, worldwide, non-transferable, non-sublicensable, internal right to access and use (and to permit Users to access and use) the Service. Any other use of the Service is strictly prohibited and a violation of the Terms of Use.
2.2 Reservation of Rights. ApexRMS and its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trade-mark rights, trade secret rights and all other intellectual property rights), in and to the Software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Software and subject to all of the provisions of this Agreement. You shall keep the Software free and clear of all liens, encumbrances and/or security interests. Subject to the limited rights expressly granted in this Agreement, ApexRMS reserves all rights, title and interest in and to the Software. No rights are granted to you pursuant to this Agreement other than as expressly set forth in this Agreement.
2.3 Restrictions. This license does not include any resale or commercial use of any part of the Service, or its contents; you shall not: (a) possess, download or copy the Service or any part of the Service, including but not limited any component which comprises the Service, but not including any output from the Service; (b) knowingly interfere with service to any of ApexRMS’ users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing the Service; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or Service, except to the extent that enforcement is prohibited by applicable law; (d) circumvent any timing restrictions that are built into the Service; (e) sell, rent, lend, transfer, distribute, license, or grant any rights in the Service in any form to any person without the written consent of Company; (f) remove any proprietary notices, labels, or marks from the Service; (g) create any “links” to or “frame” or “mirror” of the Service or any portion thereof; or (h) use the Service to create, collect, transmit, store, use or process any Service Content or User Content that: (i) you do not have the lawful right to create, collect, transmit, store, use or process, or (ii) violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity).
2.4 Feedback. All feedback, comments, and suggestions for improvements that you provide to us, in any form, and the results, metrics, analysis and statistics resulting from access to and use of the Service and applications made available via the Service (collectively, the “Feedback”) will be the sole and exclusive property of ApexRMS. You hereby irrevocably transfer and assign to ApexRMS all of your right, title, and interest in and to all of your Feedback.
2.5 Suspension of Access. You acknowledge and agree that we may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to Users generally, at our sole discretion, without prior notice to you. You may stop using the Service at any time in accordance with the terms of this agreement.
3. ACCOUNTS
3.1 Account Creation.
(a) You are required to open an account (an “Account”) in order to use the Service. As part of the registration process, you will be required to provide us with certain information, such as your name, username, email address and a password. For more information about the information that we collect, please see our Privacy Policy. You agree that you will provide accurate, current and complete information about yourself and promptly update all information in your Account to ensure that your Account is accurate, current and complete.
(b) You may update or change your Account settings at any time. You are not permitted to provide any unauthorized person with access to your Account. You are fully responsible for all activity that occurs in your Account, including for any actions taken by you.
(c) You are solely responsible for ensuring that the use of the Service in accordance with these Terms of Use in your jurisdiction of residence is permitted by law or regulation. If such use is not permitted by law, we prohibit all access to and use of the Service.
3.2 Types of Accounts.
(a) ApexRMS allows you to use the Service, without charge, or under a paid plan that entitles you to additional features and capabilities, subject to your payment of the applicable fees as set forth here.
(b) All fees for a paid plan do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, HST, GST, sales, value-added, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. For clarity, ApexRMS is solely responsible for taxes assessable against it based on its income, property and employees.
(c) All purchases of paid plans are final and no refund shall be given for unused portions if you cancel your Account prior to any renewal period. If you upgrade from a free plan to a paid plan, we will immediately bill you using the credit card you have provided. Paid plans are billed in advance on a monthly basis. Unless stated otherwise, all paid plans will automatically renew for successive monthly periods, as applicable, unless you cancel your Account prior to the renewal date. You are solely responsible for cancelling your Account.
3.3 Account Confidentiality. You are responsible for maintaining the confidentiality of your password. You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your password. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account.
3.4 Account Termination and Cancellation. We may terminate, suspend or otherwise restrict or prohibit your access to and use of your Account or the Service at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. You acknowledge and agree that if we disable access to your Account, you may be prevented from accessing the Service. You have the right to close your Account at any time once all obligations associated with the Account have been completed in accordance with Section 12.
4. USE OF THE SERVICE BY YOU
4.1 Your use of the Service is subject to all applicable local, provincial, state and federal laws and regulations. You must be over the age of majority in your jurisdiction in order to register for an Account and to use the Service.
4.2 Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Service Content or any of our products and services for any purpose.
4.3 You agree that you will not use the Service to:
(a) promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
(b) upload, post or otherwise make available any material that contains viruses, malware or other malicious software;
(c) upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;
(d) create a false or clearly fictional profile;
(e) engage in any activity that interferes with or disrupts the use of the Service, including bypassing any measures we may use to prevent unauthorized access to the Service;
(f) engage in any activity that attempts to extract any proprietary software used to maintain the Service;
(g) track, trace or harvest any information on the Service or any other person who visits the Service; or
(h) sell or otherwise monetize the Service without our consent.
4.4 You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which we may suffer) of any such breach. You also agree that you are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ApexRMS shall have no liability for your interactions with other Users, or for any User’s action or inaction.
5. USER-GENERATED CONTENT
5.1 Ownership of User Content. As between ApexRMS and you, you exclusively own all rights, title and interest in and to all data submitted by you to the Service or collected and processed by you using the Service (“User Content”).
5.2 User Content License. By posting any User Content to the Service, you expressly grant to ApexRMS a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User Content for the purposes of providing the Service. You represent and warrant that you own or otherwise control all of the rights to the User Content that you post; that such User Content is accurate; that use of such User Content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify ApexRMS for all claims resulting from User Content you post. Except for the foregoing license, ApexRMS does no acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any User Content.
5.3 User Content Confidentiality. You acknowledge and agree that even if you remove User Content from the Service, your Content may have been downloaded by, and remain accessible to, the licensors of any Library in which you shared User Content. Accordingly, do not share User Content which you desire to remain confidential or which you wish to limit the right to access or use. You should never submit to the Service any User Content which consists of personally identifiable information as such term is defined by relevant laws, rules, and regulations. APEXRMS IS NOT RESPONSIBLE FOR THE CONFIDENTIALITY, AVAILABILITY, SECURITY, LOSS, MISUSE OR MISAPPROPRIATION OF ANY USER CONTENT YOU SUBMIT TO THE SERVICE OR ANY LIBRARY MADE AVAILABLE VIA THE SERVICE.
6. SHARED AND PRIVATE LIBRARIES
6.1 Private Library.
(a) If you choose to, you can keep your User Content and any analyses, data, or other information that you submit to the Service in the form of a private Library, which shall remain confidential to you. ApexRMS shall protect the contents of any private Library from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.
(b) From time to time, ApexRMS may need to access User Content stored in a private Library for security purposes, to assist you with a support matter, to maintain the integrity of the Service, to comply with our legal obligations, if we have reason to believe the contents are in violation of the law, or with your consent.
6.2 Shared Library.
(a) You may share User Content uploaded to a private Library as a shared Library with other Users and unregistered users that do not have an Account, or invite specific Users of your choosing to view and download your Library. If you decide to share User Content that you submit to the Service, you are giving certain legal rights to Users (along with unregistered users) as explained in subsection (b) hereof. ApexRMS has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer. Once a specific Library has been shared with other Users, or unregistered users, such individuals may download the Library at any time and share it outside of the Service with third parties.
(b) If you access or use any User Content which is in a shared Library or otherwise made available by other Users to the Service, you acknowledge and agree that your use of such User Content is subject to any license terms, terms of use or other permissions granted by the licensor of the shared Library and you agree to comply with such terms. You further acknowledge and agree that ApexRMS does not have any obligation to monitor any shared Library created by Users and disclaims all responsibility and liability for your use of User Content and any shared Library made available to you through the Service, including without limitation the accuracy, completeness, appropriateness, legality, security, availability, or applicability of any shared Library and you hereby waive any and all legal or equitable rights or remedies you have or may have against ApexRMS with respect to any shared Library and User Content that you may download, share, access or use.
(c) APEXRMS IS NOT RESPONSIBLE FOR MISUSE OR MISAPPROPRIATION OF USER CONTENT, LIBRARIES AND /OR ANY ANALYSES, DATA, OR OTHER INFORMATION THAT YOU SUBMIT TO THE SERVICE BY THIRD PARTIES.
6.3 Content License. Whenever you add any Content to a Library containing a notice of a license, you license that Content under the same terms and agree that you have the right to license such Content under those terms. If you have a separate agreement to license that Content under different terms, such as a contributor license agreement, such agreement will supersede these Terms of Use.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The contents of the Service include, without limitation, all information, data, products, materials, services, software applications and tools, APIs, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Service Content”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Service includes all of the Service Content.
7.2 The Service together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Service, is the exclusive property of ApexRMS, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with ApexRMS, nothing in these Terms of Use gives you a right to use any of the Service Content, ApexRMS’ trade-marks or other intellectual property of ApexRMS. You may not assign or transfer any of the Service Content and you may not grant a license to use or access the Service to any party.
7.3 No information or statement contained in these Terms of Use or the Service shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of ApexRMS or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Service, including notices on any of the Service Content that you are permitted to download, transmit, display, print, or reproduce from the Service.
7.4 Any unauthorized or prohibited use of any Service Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, and local laws. The limited rights granted to you under these Terms of Use may be revoked by us at any time for any reason whatsoever.
8. THIRD-PARTY INFORMATION
Any third-party content, data or publications made available through the Service are furnished on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties are those of the respective author(s) or publisher(s) and not of ApexRMS. APEXRMS DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.
9. INDEMNIFICATION
You agree to defend, indemnify and hold harmless ApexRMS and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Service, including any User Content transmitted or received by you; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your Account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
10. DISCLAIMER OF WARRANTIES
10.1 SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES. IN THESE JURISDICTIONS, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.
10.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE SERVICE IS PROVIDED TO YOU "AS IS" AND “AS AVAILABLE”. WE EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SERVICE, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE SERVICE AT ANY TIME.
11. LIMITATION OF LIABILITY
11.1 SOME JURISDICTIONS DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES. IN THOSE JURISDICTIONS, WE WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.
11.2 IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY (INCLUDING ITS LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.
11.3 THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12. TERMINATION AND CANCELLATION
12.1 We may terminate your use of the Service and/or access to the Service Content, APIs, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.
12.2 If you want to terminate your Account, you may do so by closing your Account, where we have made this option available to you. Your Account will be closed provided that (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your Account; and (iv) you have completed any other obligation(s) associated with your use of the Service.
12.3 When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and ApexRMS have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected by such termination.
13. GENERAL
13.1 Entire Agreement. These Terms of Use, including the Privacy Policy, constitute the entire agreement between you and ApexRMS relating to your use and our provision of the Service.
13.2 Notice. You agree that ApexRMS may provide you with notices, including those regarding changes to these Terms of Use, by posting on the Service or the Website.
13.3 Remedies. You agree that if ApexRMS does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to ApexRMS.
13.4 Unenforceable Provisions. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.
13.5 Language. The parties hereto confirm that they have requested that these Terms of Use and all related documents be drafted in English. Any French translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. Toute traduction de celle-ci est non-officielle, est fournie à des fins d’information seulement et ne crée aucun lien contractuel entre les parties.
13.6 Governing Law. The laws of the Province of Ontario and the federal laws of Canada applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles. The courts located in the Province of Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts. The application of the for the International Sale of Goods to this Agreement is expressly excluded and does not apply to this Agreement.
13.7 Contact. To request the consent of ApexRMS for any of the actions for which such consent is required under these Terms of Use, or if you have any comments, questions or concerns as it relates to these Terms of Use, please send an e-mail to info@syncrosim.com. ApexRMS reserves the right to refuse any such requests of consent in its sole discretion.