TERMS OF USE

THIS IS A LEGAL AGREEMENT BETWEEN LAMBDA SCIENCE INC. ("LAMBDA") AND YOU OR YOUR ORGANIZATION. THIS AGREEMENT GOVERNS YOUR USE OF LAMBDA’S WEBSITES AND ANY RELATED OR ANCILLARY SERVICES (INCLUDING STEPWIN AND PROPERATE). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS. THEN YOU ARE NOT AUTHORIZED TO USE THE LAMBDA’S WEBSITE OR SERVICES. YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THESE TERMS AND CONDITIONS.  THE PERSON AGREEING TO THESE TERMS AND CONDITIONS REPRESENTS AND WARRANTS TO LAMBDA THAT THEY ARE AUTHORIZED TO ENTER INTO THESE TERMS AND CONDITIONS ON BEHALF OF THE PARTY, ENTITY, OR ORGANIZATION USING THE SERVICES AND ARE AT LEAST OF THE MINIMUM AGE TO ENTER INTO AND BE BOUND BY A CONTRACT IN THE JURISDICTION IN WHICH THEY RESIDE.

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT IMPACTS HOW DISPUTES ARE RESOLVED.

AGREEMENT:

Lambda and You agree as follows:

  1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement will have the following meanings:
    1. "Agreement" means the entire agreement between Lambda and You for the provision of the Services, includes this agreement, and incorporates any privacy policy and all other policies, as updated from time to time, located at on the Website.
    2. “Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and Your use thereof, including privacy laws, to the extent applicable.
    3. "Intellectual Property" means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
    4. "Intellectual Property Rights" means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
    5. “Personal Data” means any information relating to an identified or identifiable natural person.  An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    6. "Personal Information" means non-public Personal Data entered into the Services by You.
    7. “Services” means: i) the Website, ii) Lambda’s software products, systems and processes, iii) any Intellectual Property, software, materials, data, or content made available in connection with the Services, iv) any and all updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents, as it may be added or removed by Lambda from time to time and including all written information, documentation, and materials in respect of the foregoing.
    8. “Website” means lambda.science, stepwin.ca, stepwin.io, properate.io, properate.org and any and all related page, site, subdomain, and domain.
    9. "You" or "Your" means the party entering into this Agreement with Lambda and includes the person, entity, or organization having control of the use of the Services and any successor of same.  
  2. Use and License. You may use the Services only for Your own purposes. Lambda may terminate Your use of the Services at any time, and for any reason, without notice or compensation to you. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, disclose, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted except as expressly provided by this Agreement. Nothing in this Agreement will entitle You to access or use the source code of the Services. You grant Lambda a worldwide irrevocable royalty-free license, to publicly display, process, save, modify, commercialize, and sublicense, all data but not Your Personal Data) that You input or upload into the Services and you waive any associated Intellectual Property Rights.
  3. Your Responsibilities. You are responsible for all of Your use of the Services. You will:
    1. not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Services;
    2. not download or use the Services if Your use of the Services is prohibited under Applicable Law;
    3. comply with all Applicable Law;
    4. take reasonable actions to prevent unauthorized access to, or use of, the Services, and notify Lambda promptly of any such unauthorized access or use (You agree that Lambda is not be liable for any loss or damage arising from unauthorized access to, or use of, the Services from Your account);
    5. not use the Services to engage in any deceptive, misleading, illegal or unethical marketing or sales activities or activities that otherwise may be detrimental to Lambda, as determined in the Company’s sole discretion;
    6. not collect, use, or disclose any Personal Data in connection with the Services, unless you have obtained all necessary consents under all Applicable Law to do so;
    7. not attempt to gain unauthorized access to the Services;
    8. not upload to, or store within, the Services (and Personal Data will not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights, as determined in the Company’s sole discretion;
    9. not use the Services to store or transmit any viruses or other computer programming routines or code that may damage or detrimentally interfere with the Services or any data maintained on or in connect with the Services; and
    10. be solely responsible for (1) all hardware devices needed to access or use the Services; and (2) internet access to such devices.
  4. INDEMNIFICATION. YOU WILL DEFEND, INDEMNIFY, AND HOLD LAMBDA AND ITS DIRECTORS, SHAREHOLDERS, OFFICERS, AGENTS, EMPLOYEES, AND AFFILIATES HARMLESS AGAINST ANY LOSS, DAMAGE, OR COST INCURRED IN CONNECTION WITH ANY CLAIM, DEMAND, DAMAGE OR LOSS, INCLUDING LEGAL FEES ON A SOLICITOR-CLIENT BASIS, ALLEGING THAT YOUR USE OF THE SERVICES HAS HARMED A THIRD PARTY, INFRINGES UPON THE PRIVACY RIGHTS OF A THIRD PARTY, IS IN VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS, OR ARISES OUT OF YOUR BREACH OF THIS AGREEMENT.
  5. Third Party Developers. The Services may include features that connect You to third party applications (" Third Party Applications ") developed by third parties (" Third Party Developer"), such as payment processors or email relays. You agree that: (1) Lambda is not such Third Party Developer and is not an affiliate of such Third Party Developer; and (2) Lambda makes no representations or warranties regarding any Third Party Developer, Third Party Application, or their use of data, to anyone, express, implied or statutory (the Lambda disclaims all such warranties of design, operation, or fitness for any use or purpose). No representation or warranty by any Third Party Developer is binding on Lambda nor will breach of such representation or warranty relieve You of your obligations to Lambda. Third Party Developers may require You to enter into license agreements or pay fees for the use of their Third Party Applications, which, unless expressly set out herein, are not included in the Fees.
  6. Outage Policy. YOU ACKNOWLEDGE THAT LAMBDA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT LAMBDA MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN LAMBDA’S CONTROL. ANY SUCH DISRUPTION WILL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT BY LAMBDA.
  7. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to You in the provision of the Services remain the sole and exclusive property of Lambda (or its affiliates and contractors, as the case may be) and except for the limited license to use the Intellectual Property as part of Your use of the Services in accordance with this Agreement, no right, title, or interest is granted in the Intellectual Property to You. Lambda (or its affiliates or contractors, as the case may) own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from Your data, requests, or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Lambda (or is designee) by virtue of this Agreement or otherwise, You hereby transfer and assign to Lambda all rights, title, and interest which You may have to such refinements and improvements without compensation.
  8. Termination. Lambda may cease providing all or any part of the Services to You without notice, penalty, refund, or compensation.
  9. LIMITATION OF LIABILITY AND DISCLAIMERS.

(a)  THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAMBDA AND ITS AFFILIATES EACH EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. YOU AGREE THAT YOUR USE OF THE SERVICES (INCLUDING COMPLICANCE) IS AT YOUR OWN RISK.

 

(b)  NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY PERSONNEL OF LAMBDA OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY LAMBDA FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF LAMBDA WHATSOEVER.

 

(c)   UNDER NO CIRCUMSTANCES WILL LAMBDA (OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR AFFILIATES) BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING DIRECT, INDIRECT, OR SPECIAL DAMAGES, PERSONAL INJURY (INCLUDING DEATH), THEFT, LOSS OF MONEY, REPUTATION OR GOODWILL, LOSS OF DATA, FOR ANYTHING DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES OR THIS AGREEMENT. IF, FOR SOME REASON, LAMBDA IS FOUND TO BE LIABLE TO YOU IN ANY WAY, THEN LAMBDA’S TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT OF FEES THAT YOU PAID US IN THE YEAR IN WHICH THE CLAIM AROSE, OR $50, WHICHEVER IS LESSER AND IN COMPLIANCE WITH APPLICABLE LAW.

  1. Changes. Lambda reserves the right to modify this Agreement at any time, which will supersede prior versions. Unless otherwise provided, any modifications will be effective 5 days after You have been notified of such modified Agreement or they have been published, whichever occurs first. In the event of material changes to this Agreement, Lambda will provide notice to You, either through the Services, by way of an electronic (including e-mail) notification, or by other reasonable means prior to the effective date of such material changes, and should You elect not to agree to such material changes, Your sole remedy will be to terminate this Agreement in accordance with its terms. Your continued use of the Services will be deemed acceptance.
  2. Improvements. Lambda reserves the right to cancel or modify any aspect of any the Services for any reason as decided by Lambda.
  3. Miscellaneous.
    1. Proper Law. This Agreement will be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia.
    2. Arbitration. At the election of Lambda, all disputes arising out of or in connection with the Agreement will be finally settled pursuant to the B.C. Arbitration Act. If arbitration is not elected, then any disputes must be brought in the Supreme Court of British Columbia in Vancouver, without regard to conflict of laws.
    3. Headings. The headings used in the Agreement are for convenience and reference only and will not affect the construction or interpretation of this Agreement.
    4. Assignment. This Agreement may not be transferred or assigned by You without the prior written consent of the Lambda, which may not be reasonably withheld. Lambda may assign this all or any party of this Agreement, without Your consent, advance notice, or compensation.  
    5. Notice. Any notice or communication from one party to the other required or permitted to be given hereunder will be in writing and either personally delivered, sent by postal service, sent via courier (with evidence of delivery in any case), or, in the case of notice of changes to these terms and conditions, sent by e-mail or other electronic means. All notices will be in English and will be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which will be deemed to have been received the day after such notices are sent. Unless otherwise requested, all notices to Lambda will be sent to the attention of "Legal" and may be sent by registered mail or courier to 2707 Clarke Street, Port Moody, BC, V3H 1Z5. Unless otherwise requested in writing, all notices to You will be sent by email to your email address on file with Lambda.
    6. Force Majeure. Lambda will not be liable for any failure to comply with its obligations under this Agreement if the failure to comply is caused by or results from conditions or causes beyond its reasonable control (as determined solely by Lambda) including, but not limited to: shortage of water, power, facilities, materials and supplies, breakdowns in or the loss of production, acts of God, pandemic, war, terrorism, mobilization, strikes, lockouts, labour controversies, riots, fire, flood, explosion, governmental controls or regulations, embargoes, labour disputes, civil insurrection, civil or military authority, inability to obtain necessary labour, materials of manufacturing faculties due to such causes or delays of subcontractors or supplies of each party in furnishing materials or supplies due to one or more of the foregoing causes (even if during the Services). In an event of a force majeure, Lambda shall be allowed any reasonable period of time to fulfill the obligations under this Agreement having regard to the applicable circumstances.  Without limiting the foregoing, in the event of a force majeure where the event or act or omission that is subject to such force majeure must be delayed or cancelled (as reasonably determined by Lambda), Lambda may, at its discretion, retain the Fees paid for such event and apply them to a future event of similar quality and character. 
    7. Waiver. Any waiver to any right under this Agreement is not a waiver of future breach or a granting of future indulgence. 
    8. Relationship. The Agreement will not be construed as creating any partnership, joint venture, or agency among the parties and no party will be deemed to be the legal representative of any other party for the purposes of the Agreement. No party will have and will not represent itself as having, any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in the Agreement.
    9. Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, "or" is not exclusive" and "including" is not limiting, whether or not such non-limiting language (such as "without limitation" or "but not limited to") is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.
    10. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.