Terms of Use
CIPHR for Business

By accessing or using the Website or any Services or making them available to any End User, You agree to be bound by and to strictly comply with these Terms of Use. If You do not agree to be bound by these Terms of Use, please do not access or use the Website or any Services or do not make them available to End Users. You should review these Terms of Use regularly as CIPHR may change them from time to time. Should You or any of Your End Users object to any changes made, You or such End Users shall stop using the Website and any Services. By continuing to use the Website or any Services after these Terms of Use were amended, You and Your End Users are deemed to adhere to these Terms of Use as amended.

Even if CIPHR is not subject to The Proceeds of Crime (Money Laundering) and Terrorist Financing Act or its associated regulations or otherwise subject to the obligations and requirements outlined in this act and these regulations, CIPHR is dedicated to ensuring that its Services be used for lawful purposes only and solely by entities that: (i) have never been found guilty of any regulatory, civil, penal or criminal sanctions or have never committed a financial crime, including internal and external fraud, money laundering, embezzlement, illegal transfer of funds to financial or tax havens, illegal tax avoidance (tax evasion), terrorist financing or financing of any illegal activity, fraudulent insurance claims, fraud involving mortgage loans, debit cards or credit cards, fraudulent use of confidential customer information, misappropriation or misuse of funds, concealment of assets, illegal trading or market abuse, antitrust or violation to competition laws; (ii) are not subject to economic or trade sanctions or other export control restrictions; (iii) are not taking any actions to participate in, cooperate with, further or support any person that has or is currently involved in any form of deceptive practices, bribery or corruption activities or activities that intend to illegally influence a government or public official, or any person or country subject to economic or trade sanctions or other forms of boycotts or embargos; (iv) are not directly or indirectly involved in activities associated with any of the foregoing; (v) are not currently under investigation or any other form of legal proceeding regarding any activities associated with the foregoing; (vi) do not foresee that any of the foregoing occurrences materialize; and (vii) are not doing business with any person for which any of the foregoing would be untrue or inaccurate and are proactively taking all measures to comply with any legal requirement to which it may be subject. In this regard, You expressly represent and warrant that the foregoing is true with respect to Yourself and to any of Your directors, officers or senior management. Should this representation be untrue, in whole or in part (or become untrue in whole or in part), then You shall refrain from or stop using the Services. You understand that should You attempt to engage in any activity described herein, then You will be deemed to have committed said activity for the purposes of these Terms of Use. CIPHR reserves the right to suspend or terminate Your access or Services with or without notice should this representation become untrue or inaccurate, in addition to any other recourse or remedy available.

You further understand and agree that You shall ensure that all Your End Users strictly comply with these Terms of Use and that You shall take all measures as required under applicable laws and these Terms of Use in case of noncompliance therewith by any of Your End Users.

1. DEFINITIONS AND INTERPRETATION

In these Terms of Use, the terms set forth below have the following meanings:

  • CIPHR means Luxon Software Distribution Limited, a corporation duly constituted and doing business under the name CIPHR.

  • End Users means Your clients or any other person to whom You give access to the Services, who must comply with the representations and warranties and all other terms and conditions set forth in these Terms of Use.

  • Permitted Purposes means the use of the Services by Your End Users in connection with the products and services You offer to Your End Users for lawful purposes only.

  • Services means the CIPHR real-time secured communication services for mobile applications, e-mails, text messages and data storage.

  • Website means the CIPHR website available at https://ciphr.io/ or any other URL.

  • Wiping Services means the CIPHR data deletion, wiping and erasing services.

  • You means (i) any CIPHR client using the Services for the Permitted Purposes, including any of its directors, officers, employees, agents and other person having access to the Services or (ii) as applicable, any person accessing the Website.

Unless the context requires otherwise: (i) grammatical variations of any term defined herein have a similar meaning; and (ii) words importing the singular number shall include the plural and words importing the masculine gender shall include the feminine and neutral genders and vice versa.

You understand that these Terms of Use, the Privacy Policy and any other agreement concluded with CIPHR shall form the entire agreement between You and CIPHR.

2. LIMITED LICENSE AND PROPRIETARY RIGHTS

  • Limited license granted. CIPHR grants You a temporary, non-exclusive and revocable right to access and use the Services and allows Your End Users to access and use the Services solely for the Permitted Purposes and for no other purposes and subject to Your and Your End Users’ full compliance at all times with the provisions set forth in applicable laws, these Terms of Use and the Privacy Policy.

    You expressly agree that all rights, titles and interests in and to the Services, whether registered or not, are and shall remain at all times the sole and exclusive property of CIPHR. Accordingly, and except as expressly provided in these Terms of Use, no right or license with respect to any Services is granted to You or to any of Your End Users. More particularly and without limiting the generality of the foregoing, You are expressly forbidden from reproducing, duplicating, copying, selling, reselling, exploiting for any commercial purpose, or undertaking any other action other than the ones expressly authorized herein, with respect to any portion of the Services and their content. Unauthorized use of any of CIPHR’s trademarks, service marks, logos or other forms of intellectual property (or property rights or copyrights) is prohibited, and may result in a violation of intellectual property laws and other applicable laws. Likewise, unless expressly provided otherwise, nothing shall limit CIPHR’s rights to use, license, sell, modify, improve and/or undertake any other action in connection with the Services.

  • Update and Upgrade. CIPHR may update and upgrade the Services from time to time. Such updates and upgrades shall also be governed by and subject to these Terms of Use. Should any update or upgrade be accompanied by a separate license or subject to other terms of use, then such other license and terms of use will also govern the Services.

  • Right not to offer Services. Should Your or Your End User’s use of the Services or Website be found or reasonably suspected to be fraudulent or otherwise in contravention of these Terms of Use, then CIPHR may block or refuse to provide You or such End User access to the Services or Website, as applicable, even if the order was placed and confirmed, without prejudice to any other remedy that CIPHR may have.

3. RESTRICTIONS ON USE

The Services and the Website are made available to You and to Your End Users on the basis of the following representations and warranties, which constitute a condition precedent to the use of the Services and the Website:

  • Use of the Services. You and Your End Users will use the Services solely for the Permitted Purposes, in full compliance with applicable laws and in a manner not to harm CIPHR (or negatively affect its activities). In that respect, You and Your End Users will refrain from: (i) copying, changing, disassembling, reverse engineering, decompiling, modifying, deriving or otherwise extracting by any other means, or attempting to discover, the source code of the Services; (ii) giving access to the Services to any person that cannot make any of the foregoing representations and warranties; (iii) distributing the Services or making them available over any network or by any other means where they could be used by multiple devices at the same time unless authorized to do so; (iv) attempting to access any account (or the Website or Services) by automated means such as robots; (v) uploading viruses, spyware or malicious software and/or other content that could be harmful, or that could infringe, misappropriate or otherwise violate intellectual property rights or other rights or that could otherwise be in contravention of applicable laws; (vi) using the Services to impersonate others in a manner that misleads, confuses or deceives others; (vii) removing, circumventing, disabling, damaging or otherwise interfering with security features of the Services; (viii) accessing the Services via any means other than by a commercial browser; (ix) hiding, hindering, removing or concealing copyrights, trademarks and other intellectual property marks, references, symbols or rights; (x) combining, merging or duplicating the Services unless authorized to do so; and (xi) using the Services to create competing or similar services or to publish benchmark or other information with respect to the Services.

    Due to the very nature and types of the Services offered and the means by which these Services are offered, CIPHR will not and shall not be required to monitor the communication of or Your access to the Services. However, CIPHR reserves the right to suspend or terminate Your access to any or all of the Services at any time, with or without notice as provided below.

    CIPHR reserves the right at all times to disclose any information as CIPHR deems necessary to comply with any applicable laws, regulations, legal processes or governmental requests.

  • Jurisdiction. The Services are made available for use in countries that are not subject to economic, export or other sanctions and are not intended for use outside of these jurisdictions. In this regard, You expressly agree to comply with all Canadian and, as applicable, any foreign laws related to Your use of the Services and online conduct, including the export and import of the Services. You shall not provide, transport, export, re-export, or otherwise make available, whether directly or indirectly and regardless of form, including through visual access, the Services or any technology or technical data used to provide said Services or derived therefrom in a manner that would or could contradict the representations and warranties You made.

    The fact that You may access the Services from elsewhere shall not constitute a representation or covenant that the Services be made available in such location. Whoever chooses to access the Services in a jurisdiction other than where the Services are offered does it at its own initiative and at its own risk, including as importer of the Services, and understands that such access may be contrary to the laws applicable therein.

  • Infringement of third-party rights. You and Your End Users hereby agree and represent that the use of the Services in combination with any other form of intellectual property does not and shall not infringe or constitute misappropriation or other form of violation of another’s intellectual property rights or other rights, and no action for infringement or other action with respect to such rights is pending or threatened to be brought before any court or forum. Should such an action be threatened or foreseen, then You and Your End User will immediately stop using the Services in combination with any other form of intellectual property and forthwith notify CIPHR of such situation.

  • References to Services. Should You or any of Your End Users make any reference to CIPHR, such reference shall: (i) be truthful, and cannot suggest that You or any of Your End Users are affiliated or partnered with or in any other form of business relationship with CIPHR, or that CIPHR approved, sponsored or endorsed the reference; (ii) never be hyperlinked to anything but the Website home page; and (iii) not make any representation, warranty or guarantee with respect to the Services, in each case unless otherwise expressly authorized by CIPHR.

4. CANCELLATION AND TERMINATION

  • CIPHR’s right to suspend or terminate. CIPHR reserves the right to interrupt, suspend or terminate the provision of any Services should: (i) You or Your End Users fail to comply with any of these Terms of Use, the Privacy Policy or applicable laws; (ii) any representation or warranty become no longer true or accurate in whole or in part; (iii) You use the Website for illicit purposes or any purpose other than the Permitted Purposes; (iv) the law otherwise requires or allows such termination or suspension; (v) CIPHR becomes aware or reasonably suspects that any of the foregoing occurred; (vi) any portion of the Services prove defective or require an update, an upgrade or any other form of maintenance; (vii) the Services become illegal or subject to specific authorizations in any jurisdiction; and (viii) for any other reason where such interruption, suspension or termination is necessary in CIPHR’s opinion, such as the reason stated below.

    CIPHR will provide notification of the occurrence of any event giving rise to its right to interrupt, suspend or terminate the Services. Should this interruption, suspension or termination be due to a breach of these Terms of Use, Privacy Policy or another agreement entered into with You and should such breach not qualify as a material breach and be curable, then CIPHR shall provide You with a reasonable opportunity to remedy the situation; should You fail to cure the default within the period of time indicated by CIPHR, then CIPHR shall be entitled to maintain the suspension or interruption of the Services until the situation is remedied. However, should an emergency or threatening situation occur (such as illegal or abnormal activities), then CIPHR shall be entitled disable and suspend access to the Services or as applicable the devices to which the breach can be traced, without giving prior written notice.

    These rights to suspend, interrupt or terminate the Services shall be in addition to, and without prejudice to other remedies CIPHR may be entitled to as a result of Your breach of these Terms of Use, the Privacy Policy or another agreement entered into with You.

  • Your right to terminate. The Services will continue until You terminate the Services, by deleting all copies of the software and ceasing to use the Services.

  • Effect of termination. Upon termination or expiration of the Services: (i) all rights granted will immediately cease to exist; (ii) CIPHR shall be entitled to disable Your and/or as applicable Your End Users’ access to the Services; (iii) You must promptly cease using the Services and as applicable ensure that all Your End Users cease using the Services; and (iv) CIPHR will stop billing You, unless You have an unpaid balance due for the Services. If these Terms of Use are terminated by CIPHR without cause and You paid fees in advance, CIPHR will refund You that portion of the fees allocable to the remainder of the period from the date of termination; otherwise, fees are non-refundable.

    All provisions of these Terms of Use that by their nature are intended to survive the termination or expiration of these Terms of Use shall so survive, including Sections 3 (Restrictions on Use), 5 (Intellectual Property) and 6 (Warranty and Disclaimer) shall remain in full force and effect indefinitely.

5. INTELLECTUAL PROPERTY

  • CIPHR intellectual property. All content available on the Website and Services offered by CIPHR or its business partners, affiliates, subsidiaries or entities part of the CIPHR group are the property of CIPHR or of those other entities. CIPHR reserves the right to modify, suspend or remove permanently any content from the Website without prior notice.

    The Website, as well as the Services and their respective content, features or components including source codes, graphics, software, and visual interfaces are protected by copyright and other intellectual property laws and treaties. As such, any access to the Website and Services (and their respective content) and the right to use the Services do not grant You or any of Your End Users any right, title or interest in any form of intellectual property, which remains the exclusive property of CIPHR or those other entities, other than the right:

    • to consult, copy and print, in whole or in part, the content of the Website and/or the Services for the Permitted Purposes in accordance with applicable laws and these Terms of Use, including Your and Your End Users’ undertaking not to: (i) sell, distribute, issue, adapt, translate, modify, publish, share, transmit, make available or communicate in whole or in part, in any form whatsoever, the data, presentation or layout of the Website or Services or any other content; (ii) create derivative works; (iii) attempt to secure intellectual property rights over CIPHR’s intellectual property, or contest the validity or ownership of CIPHR over such intellectual property directly or indirectly, by assisting third parties, or to initiate or participate in opposition proceedings or an interference application in connection with such rights; (iv) remove, obscure or exclude trademarks, notices, indications and symbols or other notices of copyright or other forms of intellectual property that appear on the Website or Services; (v) enter data on the Website or via the Services that modifies or is likely to alter their content or the appearance of the data, presentation or layout by any process whatsoever; and (vi) perform any other action forbidden under these Terms of Use;

    • to create hyperlinks to Services and/or the pages of the Website, provided that such links do not represent the Services or CIPHR in a false or misleading manner, or in contravention of the provisions hereof, or in a manner that discredits such Services or CIPHR, or which would be prejudicial to its reputation or to other rights of CIPHR.

    Subject to the foregoing, You understand that no right, title or interest is granted to You or to Your End Users in connection with any form of intellectual property owned by CIPHR. Furthermore, You or Your End Users may not:

    • use any trademark, trade name or logo, whether registered or not, which appears on the Website or the Services for any purpose without CIPHR’s authorization; or

    • use any third-party trademark, trade name or logo which appears on the Website or Services. Use of any such trademarks, trade names or logos is subject to the authorization of the applicable third-party holder thereof.

  • Your intellectual property

    • Software: You and/or Your End Users, as applicable, are responsible for all information or elements that You upload, exchange or transfer using the Services, and shall only submit legal content that You are allowed to upload, exchange or transfer via the Services. You may not upload or otherwise make available through the Website any content that is otherwise in contravention of any term set forth herein.

    • Feedback: You and Your End Users acknowledge that any feedback made to CIPHR is not confidential or proprietary, and You and Your End Users are deemed to grant to CIPHR a royalty-free, non-exclusive, non-revocable, perpetual, transferable, sublicensable, and worldwide license to use, copy, reproduce, publish, edit, format, delete or translate any feedback, suggestion, idea, enquiry or other information or material of a similar nature communicated to CIPHR or otherwise disclosed to it with respect to the Services.

6. PRIVACY

In some cases, CIPHR may collect personal information and other information: (i) in the course of providing its Services; and (ii) when You or any of Your End Users navigate the Website or otherwise contact CIPHR to enquire (or make comments) about the Services. In all cases, CIPHR uses security measures to protect the security and privacy of such personal information. CIPHR further implements various measures regarding the storage of personal information, as more fully detailed in its Privacy Policy. By using the Website and/or the Services, You and Your End Users agree with the provisions of that Privacy Policy, which are incorporated in these Terms of Use by reference.

7. LIABILITY

  • By You. You are responsible for and agree to defend, indemnify and hold harmless at your own expense CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group for: (i) the use of the Services and the Website; (ii) any of the information provided; and (iii) any act, omission, negligence, fault, misconduct, breach of applicable laws or of these Terms of Use, the Privacy Policy or any other agreement by You, Your End Users or any person to which You give access to the Services.

    To the fullest extent permissible under applicable law, CIPHR will not be liable for any loss, whether indirect or not objectively foreseeable, such as loss of profit, business or other opportunities, arising from any defect, error or failure to perform with respect to the Website or the Services or otherwise.

  • By CIPHR. CIPHR will assume responsibility for any action against You brought by a third party to the extent that the action is based upon a claim that the Website or the Services infringe its intellectual property rights enforceable in Canada. The foregoing obligations are conditional on (i) You notifying CIPHR promptly in writing of such action, You giving CIPHR sole control of the defense thereof and any related settlement negotiations, and You cooperating and assisting in such defense; (ii) the fact that such claim is not due to any use of the Services in combination with other products, equipment, software, or data not supplied or specified in writing by CIPHR; (iii) the fact that such claim is not arising from or in connection with You or Your End User’s acts, omissions, negligence, fault, misconduct, breach of applicable laws or these Terms of Use, the Privacy Policy and, as applicable, any other agreement entered into with You. If the Services or Website, as applicable, become, or in CIPHR’s opinion are likely to become, the subject of an infringement or other intellectual property claim, CIPHR may, at its option and expense, either (a) procure the appropriate right(s) to the Services or Website, as applicable; (b) replace or modify the Services or Website, as applicable so that they become non-infringing and remain functionally equivalent; or (c) terminate the provision of such Services if, in CIPHR’s sole opinion, options (a) and (b) are not commercially reasonable. This Section states CIPHR’s entire liability and Your sole and exclusive remedy for infringement claims and actions.

8. WARRANTY AND DISCLAIMER

  • Warranty. CIPHR warrants that the Services, when used in accordance with these Terms of Use, the Privacy Policy and any other agreement entered into with You will operate substantially as described in the user guide, tutorials or other information made available to You by CIPHR. If the Services fail to conform to this warranty, You shall notify CIPHR in writing. Upon receipt of such notice, and as Your sole and exclusive remedy for a breach of this warranty, CIPHR will use reasonable efforts to repair the Services such that they will operate substantially as described in said user guide, tutorials or other information made available to You by CIPHR. The foregoing warranty shall not apply to the extent any failure of the Services to operate as warranted arises from: (i) any use of the Services not in accordance with these Terms of Use, the Privacy Policy and any other agreement entered into with You, or for purposes other than the Permitted Purposes; (ii) any use of the Services in combination with other products, equipment, software, or data not supplied or specified in writing by CIPHR; (iii) any use of any version of the Services other than the most current version released by CIPHR; or (iv) any modification of the Services by any person other than CIPHR.

  • Disclaimer. EVEN IF CIPHR USES TECHNOLOGIES WHICH ARE OF MERCHANTABLE QUALITY AND SUITABLE FOR THE PROVISIONS OF SERVICES, ANY ELECTRONIC SUPPORT – JUST AS ANY OTHER FORM OF SUPPORT – IS NOT INFALLIBLE AND FULLY SHELTERED FROM UNFORESEEABLE OR FORCE MAJEURE EVENTS, CYBERATTACKS OR UNAUTHORIZED USES AND ACCESS, AND YOU AND YOUR END USERS SHOULD BE AWARE THAT THERE IS AN INHERENT RISK IN TRANSMITTING ANY DATA ELECTRONICALLY. THIS RISK IS INHERENT IN ALL ELECTRONIC DEALINGS AS WELL AS TO ALL OTHER FORMS OF COMMUNICATIONS. CONSEQUENTLY, CIPHR CANNOT GUARANTEE THAT ANY INFORMATION TRANSMITTED WILL NEVER BE INTERCEPTED OR VIEWED OR SUBJECT TO OTHER INCIDENTS. FURTHERMORE, THE SERVICES WERE NOT CREATED TO MEET YOUR OR YOUR END USERS’ SPECIFIC NEEDS OR INTENDED USE. ACCORDINGLY, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CIPHR DISCLAIMS ALL EXPRESS IMPLIED, ORAL OR WRITTEN GUARANTEES, WARRANTIES AND REPRESENTATIONS PERTAINING TO: (I) THE COMMUNICATION, (II) THE SUITABILITY OF THE SERVICES AND CONTENT FOR A PARTICULAR PURPOSE OR THE FACT THAT THE SERVICES AND CONTENT WILL MEET YOUR OR YOUR END USERS’ EXPECTATIONS, (III) THE FACT THAT THEY WILL RUN WITHOUT DELAYS, ERRORS OR INTERRUPTIONS AND THAT SUCH DELAYS, INTERRUPTIONS OR ERRORS WILL BE ADDRESSED IN A TIMELY FASHION (OR CAN BE ADDRESSED), (IV) THE FACT THAT THE SERVICES AND CONTENT ARE COMPATIBLE WITH YOUR OR YOUR END USERS’ DEVICES, (V) THE ABSENCE OF ADVERSE EFFECT ON YOUR AND YOUR END USERS’ SYSTEM, TECHNOLOGY OR DATA, AND (VI) THE SERVICES MERCHANTABILITY OTHER THAN AS PROVIDED FOR HEREIN.

    FURTHERMORE, EVEN IF CIPHR MAKES REASONABLE EFFORTS IN ORDER FOR THE DESCRIPTION OF THE SERVICES AND OTHER CONTENT TO BE COMPLETE AND CURRENT, THE FOREGOING MAY INCLUDE INACCURACIES, TYPOGRAPHICAL ERRORS (AND OTHER ERRORS) AND OMISSIONS RELATING TO THE DESCRIPTION AND AVAILABILITY, OR OTHER INFORMATION. FOR INSTANCE, THE WEBSITE MAY DISPLAY INFORMATION ABOUT SOME FEATURES THAT ARE NO LONGER AVAILABLE (OR SLIGHTLY CHANGED). LIKEWISE, SOME FEATURES MAY BE DELETED, UPGRADED OR MODIFIED. FURTHERMORE, CIPHR DOES NOT CONTROL THE INFORMATION OFFERED OR MADE AVAILABLE ON OR THROUGH THE SERVICES. ACCORDINGLY, CIPHR INSISTS ON THE FACT THAT IT IS NOT MAKING REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION WILL BE ACCURATE OR COMPLETE, UP-TO-DATE OR RELEVANT, AND ACCORDINGLY ANY DECISION, ACTION TAKEN, OR FAILURE TO ACT, IN RELIANCE ON ANY CONTENT OR SERVICES IS YOUR AND YOUR END USERS’ SOLE RESPONSIBILITY AND LIABILITY.

    YOU AND YOUR END USERS UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS LEFT TO YOUR AND YOUR END USERS’ ENTIRE DISCRETION AND HENCE, IS MADE AT YOUR AND YOUR END USERS’ OWN RISKS. CIPHR DISCLAIMS ANY RESPONSIBILITY REGARDING THE USE OF THESE SERVICES, AND IS NOT RESPONSIBLE FOR ANY DAMAGE, INCLUDING DAMAGES CAUSED BY USE OR MISUSE OF THE SERVICES, SUBJECT HOWEVER TO APPLICABLE LAWS.

    YOU SHALL ENSURE THAT ANY REPRESENTATION AND WARRANTY THAT YOU MAY MAKE TO YOUR END USERS ARE FULLY COMPATIBLE AND ALIGNED WITH THOSE SET FORTH HEREIN AND ASSUME THE FULL CONSEQUENCES FOR FAILING TO DO SO.

9. THIRD-PARTY WEBSITES

Should any link to third parties’ websites be provided on the Website, then You shall be aware that these sites operate independently, and are subject to distinct terms of use and privacy policies. Likewise, should the Services be available on other websites, then such websites shall not be seen as affiliated or otherwise related to the Services. In both cases, it is strongly recommended that You and Your End Users review the distinct terms of use and policies of such third party websites, as CIPHR is not responsible for the content or practices of any such websites.

10. DATA DELETION AND WIPING SERVICES

The following sections of these Terms of Use apply solely with respect to the Wiping Services. Nevertheless, the rest of these Terms of Use, and in particular SECTION 7 – LIABILITY and SECTION 8 – WARRANTY AND DISCLAIMER, apply to the Wiping Services.

  • No Warranties

The data deletion feature for Your and Your End Users’ devices offered by CIPHR is provided at no cost, and will only be possible with Your action. We recommend that You back-up all information stored on Your and Your End Users’ devices on a regular basis, or prior to using the data deletion service. When You click “Yes – Terminate this account”, the data contained on Your or Your End Users’ devices will be irrevocably erased. CIPHR is not responsible for any loss of data on Your or Your End Users’ devices, including theft of such information that may occur if You do not implement passcodes or other access safeguards, nor does it guarantee that such data deletion will meet Your requirements or achieve any particular result.

CIPHR assumes no responsibility for the Wiping Services performed, which it provides at no cost. CIPHR makes no representation, warranty, guarantee or promise of any kind, whether express or implied, arising from statute or otherwise, with respect to the Wiping Services offered. CIPHR does not warrant that its Wiping Services will meet Your requirements or achieve any particular result with respect to the completeness of any deletion or other similar actions undertaken using the Wiping Services nor any other particular result. Any data deletion action using the Wiping Services You take is strictly at Your own risk and discretion. No advice or information obtained, whether oral or written, by You or any of Your End Users from CIPHR or through or from the Wiping Services provided, shall create any warranties.

  • Limitation of Liability

In no event shall CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group and any of their respective directors, officers, employees, agents or other representatives be liable for any direct, indirect, special, incidental, consequential, punitive or aggravated damages (including, without limitation, damages for loss of data, income or profit, loss of or damage to property and third party claims) or any other damages of any kind, arising out of or in connection with the Wiping Services; any materials, information, qualification and recommendations, and any software, tools and tips, related thereto; and Your account and password, whether or not CIPHR has been advised of the possibility of such damages. CIPHR will not be liable for any losses and damages in connection with the use of the Wiping Services. In particular, CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group and any of their respective directors, officers, employees, agents or other representatives will in no event be liable for Your or Your End Users’ failure to protect Your or their devices, including through the use of passcodes and/or as a result of sharing Your or their passcodes or other personal information, the loss of any data on Your or their devices resulting from the Wiping Services or the access by any third party of any data through Your or their devices, either before or after You or they use the Wiping Services. CIPHR shall not be responsible for any delays in performing the Wiping Services arising out of any circumstances, nor shall CIPHR be responsible if the data is not deleted in its entirety. This exclusion of liability shall apply to the fullest extent permitted by law.

  • Indemnification

You are responsible for and agree to defend, indemnify and hold harmless at Your own expense CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group and any of their respective directors, officers, employees, agents or other representatives from and against all claims, liability and expenses, including all legal fees and costs, arising from or relating to Your or any of Your End Users’ breach of the terms and conditions related to, and Your or any of Your End Users’ use of, the Wiping Services.

11. CONTACTING CIPHR

  • Questions, comments and requests

All questions, comments or requests regarding these Terms of Use or the Privacy Policy should be directed to CIPHR by clicking here. CIPHR will respond to questions and requests as soon as possible.

  • Withdrawal of consent

CIPHR may communicate with You for promotional and marketing purposes by e-mail, pop-ups, mail, telephone, text messages or other means of communication. CIPHR will generally use the same means of communication You chose to contact CIPHR or the preferred means specified by You. Should You wish to be removed from one or more of CIPHR’s promotional mailing lists, then You should click on the ready-to-use “unsubscribe” mechanism provided at the bottom of each e-mail or simply reply to that e-mail with the word “STOP” or “Unsubscribe”.

Should You wish to be removed from one or more promotional mailing lists, You can do so by specifying, in an e-mail, letter or phone call, which list(s) You wish to be removed from.

12. CHANGES TO TERMS OF USE

CIPHR reserves the right to change or modify these Terms of Use from time to time. Any material change will be notified prior to the change taking effect via a web banner or by any other means. Thereafter, the Terms of Use as updated will be made available and easily accessible on the Website. Furthermore, an updated version of these Terms of Use will be published on the Website each time a minor change is made. Anyone can determine whether these Terms of Use have changed by looking at the effective date appearing at the top of said Terms of Use. CIPHR recommends that these Terms of Use be checked periodically in order to review CIPHR’s current practices, as the continued use of the Services shall constitute acceptance of any amendment thereto. Should You or Your End Users disagree with the amendments made to the Terms of Use, You or Your End Users shall immediately stop accessing or using the Services.

13. MISCELLANEOUS

  • Entire Agreement. These Terms of Use, together with the Privacy Policy and any other agreement entered into with You shall constitute the entire agreement between You and CIPHR and supersede all prior agreements, understandings, negotiations and discussions between the parties and there are no representations, warranties, covenants, conditions or other terms other than those expressly contained in these Terms of Use, the Privacy Policy and any such agreement. These Terms of Use may only be amended by CIPHR, and only in writing.

  • Force Majeure. CIPHR will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms of Use or in connection with the Services that is caused by events outside its reasonable control, including, without limitation, fire, flood, extreme climatic conditions or other acts of God, failure by telecommunication providers, strikes, picketing, lockout or other labour disputes and/or governmental acts; and such failure or delay will not constitute a breach of these Terms of Use.

  • Governing Law and Dispute Resolution. These Terms of Use are governed by the laws in force in Canada and by the provincial and territorial laws applicable therein, excluding any conflict of laws provisions and the principles of the U.N. Convention on Contracts for the International Sale of Goods that could lead to the application of the laws of another jurisdiction. Should a dispute or disagreement arise with respect to these Terms of Use, the Privacy Policy, any agreement entered into with You or otherwise in connection with the Services, then the parties agree to defer the matter to their respective chief executive officers or other top management officers. If the disagreement cannot be resolved within thirty (30) days from such referral, then such disagreement shall be submitted to arbitration in accordance with the provisions of the Quebec Code of Civil Procedure, Book VII, Title II, as amended from time to time, to be decided by an arbitrator to be mutually agreed upon by the Parties; provided that the arbitrator should have expertise related to browser-wrap agreements. If the Parties fail to agree on the arbitrator, the matter shall be referred by any party to a judge of the Superior Court of Quebec who shall appoint the arbitrator in accordance with the provisions of the Quebec Code of Civil Procedure, Book VII, Title II. The arbitration will take place in Montreal. Each party undertakes to keep confidential all information regarding the existence of the dispute and the arbitration, the identity of the arbitrator, all disclosures made during the arbitration, all materials created or used for the purpose of the arbitration, all materials produced during the arbitration and all other documents produced by any other party in the proceedings as well as all awards and orders made by the arbitrator, except to the extent that disclosure may be required by applicable law, including to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a court, and each party to the arbitration may disclose such information to its legal and other professional advisors, the arbitrator and witnesses involved in the arbitration and who in each case are bound to keep such information confidential. Any award or determination of the arbitrator will be final and binding on the parties. The arbitrator may not, without the written consent of the parties to the arbitration, retain any expert, unless such expert agrees to be subject to the confidentiality provisions herein. The arbitrator may apportion the costs of the arbitration, including the reasonable fees and disbursements of the parties, between the parties in such manner as the arbitrator considers reasonable.

  • Headings. The headings of these Terms of Use are for convenience only and are not to be construed in any way as additions or limitations to the covenants and agreements contained herein.

  • Waiver. The failure of CIPHR to enforce any provision or term of these Terms of Use, or any right in respect thereof shall in no way be considered as a waiver of the right to enforce such provision, term or right, and the waiver of any breach shall not be deemed to be a waiver of any future breach, even one that is similar in nature, or to affect the validity of these Terms of Use.

  • Severability. If any covenant, provision or part (of any provision or covenant) of these Terms of Use is determined to be invalid, unenforceable or in conflict with any applicable law, such covenant, provision or part (of any provision or covenant) shall be deemed: (i) to be independent of the remainder of these Terms of Use and to be severable from it, and its invalidity, unenforceability or illegality shall not affect, impair or invalidate the remainder of these Terms of Use, so that all rights and obligations shall be construed and enforced as if these Terms of Use did not contain the particular part or term(s) held to be invalid; and (ii) to be applicable and enforceable to the fullest extent permitted by law against any person and in any circumstance except those as to which it has been held or rendered invalid, unenforceable or illegal. FOR INSTANCE, SHOULD ANY OF THE PROVISIONS SET FORTH IN SECTION 8 – WARRANTY AND DISCLAIMER BE HELD UNENFORCEABLE OR INAPPLICABLE OR ILLEGAL (IN WHOLE OR IN PART), SUCH PROVISION (OR PART OF PROVISION) SHALL BE DEEMED TO BE INDEPENDENT OF THE REMAINDER OF THE SECTION AND TO BE SEVERABLE FROM IT, AND ITS INVALIDITY, UNENFORCEABILITY OR ILLEGALITY SHALL NOT AFFECT, IMPAIR OR INVALIDATE THE REMAINDER OF THIS SECTION.

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