HomeTerms and Conditions

Terms and Conditions

PRIVACY HORIZON INC.

TERMS AND CONDITIONS

EFFECTIVE DATE: January 12, 2022

THESE TERMS AND CONDITIONS OF SERVICE (the “Terms”) represent a legal agreement between you, a User, and Privacy Horizon Inc. (“PHI,”we,”us”), that explains your rights and obligations around your Use of the PHI website at privacyhorizon.com (the “Site”), web application at app.privacyhorizon.com (the “Platform”), the Services, all Content, and any new features or tools that may be added to any of them.

PLEASE READ THESE TERMS CAREFULLY.

IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED, DO NOT ACCESS OR USE THIS SITE AND DO NOT OPEN AN ACCOUNT TO USE THE SERVICES.

Overview of Terms and Conditions of Service

Capitalized terms not defined in this Overview are defined in Section 3 of the Detailed Terms.

BY USING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU OPEN AN ACCOUNT ON THE PLATFORM TO RECEIVE SERVICES, YOU ACCEPT THESE TERMS, CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION DURING ACCOUNT ACTIVATION AND YOUR USE OF THE SITE, THE PLATFORM, AND THE SERVICES ACCORDING TO OUR PRIVACY NOTICE, AND YOU:

  1. REPRESENT AND WARRANT THAT YOU ARE OF SOUND MIND AND ARE OTHERWISE LEGALLY ABLE TO ENTER INTO THESE TERMS;
  2. IF SEEKING TO PURCHASE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE OF A BUSINESS;
  3. AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND THAT YOU WILL BE LEGALLY BOUND BY THESE TERMS AND ANY OTHER AGREEMENTS THAT THESE TERMS REFERENCE, SUCH AS OUR PRIVACY NOTICE WHEN YOU USE THE SITE, PLATFORM, OR THE SERVICES;
  4. ACKNOWLEDGE AND AGREE TO USE RESTRICTIONS (Sections 14); DISCLAIMERS (Section 18), LIMITATION OF LIABILITY (Section 19); AND INDEMNIFICATION (Section 20).
  5. ACKNOWLEDGE THAT DISPUTES RELATED TO THESE TERMS WILL BE SETTLED BY BINDING ARBITRATION IN ONTARIO, CANADA IF BROUGHT WITHIN A SET TIME (Section 22);
  6. THE SERVICES ARE PROVIDED “AS IS” FOR RESEARCH, INFORMATION, AND EDUCATIONAL PURPOSES ONLY AND ARE NOT, AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND; AND
  7. ACKNOWLEDGE THAT IF YOU RELY ON ANY CONTENT ON THE SITE, THE PLATFORM, OR THE SERVICES, YOU DO SO AT YOUR OWN RISK, BUT NOTHING IN THESE TERMS IS INTENDED TO LIMIT YOUR STATUTORY RIGHTS.

We may make some changes to or update these Terms from time to time without notice. It is your responsibility to check the Change Log on the last page of the Terms from time to time. If we make significant changes to these Terms, we will notify you of those changes and the date on which they will come into effect by posting an alert on the Site, and we may also send you the notice by email.

YOU ARE BOUND BY THE TERMS IN EFFECT ON THE DATE OF YOUR VISIT TO THE SITE. PLATFORM, OR WHEN YOU PURCHASE SERVICES.

The currency date of these Terms is posted at the top of this page and the first page of the Detailed Terms.

If you have questions about the Site or the Services, please contact us at info@privacyhorizon.com.

DETAILED TERMS OF SERVICE

EFFECTIVE DATE: January 12, 2022.

  1. Introduction
  2. Additional Terms
  3. Definitions
  4. Our Services
  5. Scope of Services
  6. Changes to Site and Services
  7. Accuracy of Content
  8. Privacy Notice
  9. Accessibility
  10. Location
  11. CASL and Consent to Receive Email
  12. Intellectual Property Rights and Licenses
  13. Software Updates and Upgrades
  14. Access and Restrictions on Use
  15. Submitting User Information to Us
  16. Accounts
  17. Hyperlinks and third-party Site and the Platform or Mobile Apps
  18. Warranties and Disclaimers
  19. Limitation of Liability
  20. Indemnification
  21. Open Source Software
  22. Dispute Resolution
  23. Changes to these terms
  24. General

1.    Introduction

THESE TERMS AND CONDITIONS OF SERVICE (the “Terms”) represent a legal agreement between you, a User, and Privacy Horizon Inc. (“PHI,”we,”us”), that explains your rights and obligations around your Use of the PHI website at privacyhorizon.com (the “Site”), web application at app.privacyhorizon.com (the “Platform”), the Services, all Content, and any new features or tools that may be added to any of them.

PLEASE READ THESE TERMS CAREFULLY.

IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED, DO NOT USE THE SITE AND DO NOT OPEN AN ACCOUNT TO ACCESS THE PLATFORM OR PURCHASE SERVICES.

BY USING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU OPEN AN ACCOUNT ON THE PLATFORM TO RECEIVE SERVICES, YOU ARE BOUND BY THE TERMS IN EFFECT ON THE DAY YOU USE THE SITE OR THE PLATFORM OR PURCHASE SERVICES.

2.    Additional Terms

These Terms may be supplemented by additional terms related to specific Content or Service options we may make available (“Additional Terms“). REFERENCE TO THESE TERMS WILL INCLUDE THESE TERMS AND ANY ADDITIONAL TERMS.  We will notify you of any Additional Terms and prompt you to review and accept them before you engage with the specific Content or Services to which they may apply. If there are inconsistencies between these Terms and the Additional Terms, the Additional Terms will govern.

3.    Definitions

Capitalized terms not otherwise defined in these Terms shall have the following meaning:

“Account” means an account created by a User to access the Platform.

Account Record” means the Personal Information (if applicable and as defined in the Privacy Notice), any and User Information collected at the time of Account creation, including your name, your company name, jurisdiction of incorporation, sector in which the company operates and its role in the industry, type of customers,  number of employees, the designated privacy officer’s name, email address for invoice recipients, name and title of the person who approves company policies, and the nature of previous privacy and security due diligence undertaken; information related to the Services purchased or subscribed for, and all other information in an Account; 

“Affiliates” means the legal entities that (directly or indirectly) control, are controlled by, or are under common control with the named party, but only for as long as that control exists during the Term. For purposes of this definition, “control” means (a) having, direct or indirect, or the power to direct the management or policies of an entity or (b) having beneficial ownership of at least 50% of the voting securities or other ownership interest or other comparable equity interests of an entity;

Agents” means Affiliates and service providers, and their respective Representatives, who help PHI run its business and provide Services;

Content” means text, data, statistics, images, graphics, documents, forms, guidelines, video, audio or other multimedia content, software, or other information or material we provide on the Site and includes your Account Record;

Feedback” means all comments and suggestions for improvement that you may provide to us by any means;

Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including proprietary ideas, formulae, algorithms, concepts, techniques, processes, procedures, protocols, instructions, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, samples, compounds, organisms, antibodies, biologics, sequences, formulae, algorithms, software (including its source materials and codes), tools, product knowledge, know-how, trade secrets, unpublished patent applications, and other materials or things, trademarks, trade names, and domain names;

Intellectual Property Rights” means any legal protection now recognized by law or that in the future may be recognized by law anywhere in the world – whether by statute, at common law, or otherwise – relating to the Intellectual Property including patents, copyright and moral rights, trademarks, service marks, domain names, design patents, industrial designs, plant breeders’ rights design rights, and database rights, a semiconductor chip or mask work, trade secrets, confidential information, or any other statutory provision or common law principle applicable to these Terms that may provide a right in either the Intellectual Property or the expression or use of the Intellectual Property, whether registered, registrable, unregistered, or unregistrable, and including without limitation all applications therefor or rights to apply for such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the world. The Intellectual Property Rights shall include any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates or the like, or provisional applications of any patents and patent applications, or foreign equivalents thereof.

“Metadata” means all data related to our provision of Services.

Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or department or agency of a government;

“Reports” means formal documents prepared by PHI as part of the provision of a Service.

Representatives” means employees, officers, directors, consultants, contractors, advisors, and agents.

“Resource Library” means the collection of publicly available privacy and cybersecurity resources made available on the Site.

“Use” or “Using” means to access, navigate, read, review, print, communicate, share, upload, download, or purchase;

User” means a Person or, in the case of a person who is not an individual, a duly authorized representative of that Person, who Uses the Site or opens an Account to access the Platform and purchases Services.

User Information” means any text, data, images, graphics, documents, video, audio or other content that you submit to or upload onto the Site or onto the Platform to facilitate our provision of Services.

we,”us,” or “our” means Privacy Horizon Inc., our Agents, and our respective Representatives.

you” or “your” means a User.

4.    Our Services

We offer privacy and cybersecurity readiness services, including the Privacy Breach Calculator (“Free Service”), Privacy and Security Awareness Training, Privacy Policy and Incident Management, PHI Shield and PHI Shield+, Privacy Impact Assessment, Threat Risk Assessment, Penetration Testing, Privacy and Security Coaching, Certification Preparation, PHI Request and PHI Trust (“À la carte Services”) and VPO Basic, VPO MVP, and VPO Enterprise (“Subscription Service”).

The Free Service, à la carte Services, and Subscription Service together are the “Services,” and any one of them is a “Service.”

5.    Scope of Services

THE SERVICES AND THE REPORT ARE PROVIDED “AS IS” FOR INFORMATION AND EDUCATIONAL PURPOSES ONLY AND .

THE METHODS, TECHNIQUES, AND PROTOCOLS USED TO PROVIDE THE SERVICES ARE BASED ON PRINCIPLES GENERALLY KNOWN AND USED BY THE PRIVACY AND CYBERSECURITY COMMUNITY.

PHI IS NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT YOUR BUSINESS BASED ON THE SERVICES OR REPORTS PRODUCED AS PART OF A SERVICE.

6.    Changes to Site and Services   

We reserve the right, at any time and for any reason, to (1) modify, suspend, or terminate the Site, Platform, and any or all Services without notice to you and without liability to you or any third-party; (2) refuse to offer Services to any Person, or in any jurisdiction; and (3) to report verbal or written abuse of any kind (including threats of abuse or retribution) you make toward another User, our directors, officers, employees, contractors, or our third-party service providers to the authorities.

7.    Accuracy of Content

We and our Agents involved in the management of the Site and the Platform or in the provision of Services may make changes to the Content at any time and without notice. While we make commercially reasonable efforts to ensure that the Content is accurate, current, and error-free, occasionally, some Content on our Site or Platform may be inaccurate, incomplete, or contain typographical or other errors (together “Errors”). We reserve the right, but we do not have an obligation to correct Errors or change the Content, except as required by law. You should not take any updates to these Terms to indicate that such Errors have been corrected.

8.    Privacy Notice

Your Use of the Site, Platform, and our Services and our collection, Use, and disclosure of your Personal Information (if you are an individual Grower) and Account Record is governed by our  Privacy Notice. Our Privacy Notice is included by reference in these Terms. If there are inconsistencies between these Terms and the Privacy Notice, then the Privacy Notice will control.

9.    Accessibility

We seek to make the Site and the Platform accessible to all. If you have any problems Using the Site, or the Platform, or accessing the Content, please contact us at info@privacyhorizon.com.

10. Location

We operate the Site, the Platform and offer Services from Ontario, Canada. OUR SERVICES ARE ONLY MADE AVAILABLE WHERE THEY CAN BE LEGALLY OFFERED, AND WE DO NOT REPRESENT OR WARRANT THAT EITHER THE SERVICES OR ANY CONTENT ARE LEGAL FOR USE IN ANY OTHER LOCATIONS.

IF YOU USE THE SITE, PLATFORM OR ACCESS THE SERVICES FROM ANOTHER LOCATION, YOU MUST COMPLY WITH ALL PROVINCIAL, STATE, OR FEDERAL LAWS APPLICABLE IN THE LOCATION FROM WHICH YOU ACCESS THEM.

11. CASL and Consent to Receive Email

We comply with Canada’s Anti-Spam Legislation (“CASL”). We will ask for your explicit consent before we send you any marketing or promotional emails, newsletters, invitations to participate in surveys, or other reasons that are not central to our ability to provide the Services you purchased. You may provide your consent for such email communications when you open your Account, and you may withdraw your consent by using the “Unsubscribe” link available in any of our emails to you or by contacting us at info@privacyhorizon.com.

You acknowledge and agree that by Using the Site, opening an Account to Use the Platform and purchasing Services we may contact you by email without your explicit consent for any purpose directly related to our legal rights, our obligations, and our ability to provide you the Services you purchased, including (i) providing you with information you requested from us or information we must send to you; (ii) operational communications about your Account or the Services you purchased; (iii) changes to our Site, Platform, the Privacy Notice, or these Terms; (iv) any questions, reminders, notifications related to your Account or your use of your Account or addressing customer service issues and troubleshooting problems with your Account or the Services you purchased; (v) to notify and alert you about data breaches, and other fraud or security-related activities; and (vi) legal disclosures, communications about and arising from any kind of legal action; and any other notifications and alerts we must send you as required by law.

12. Intellectual Property Rights and Licenses

a. Ownership of Site, Platform, the Content, the Services, the Service Results

You hereby acknowledge and agree that PHI or its licensors own the entire right, title, and interest in and to Site, Platform, the Content, the Services, and the Intellectual Property Rights in each of them. All trademarks, service marks, logos, trade names and any other proprietary designations of PHI used in/on/with any Content on the Site, Platform are common law or registered trademarks of PHI or used under license by PHI. Nothing in these Terms grants you any rights, title, or interest in any of them other than as explicitly provided in these Terms.

b. Ownership of Report.

PHI acknowledges and agrees that you own the entire right, title, and interest in all Reports we generate as part of any Service you purchased, and PHI hereby assigns all its rights, title, and interest and all Intellectual Property Rights in the Reports to you.

c. Ownership of Metadata.

You acknowledge and agree that PHI holds all rights, title and interest in and to the Metadata and all Intellectual Property Rights therein.

d. Licenses

Subject to these Terms, PHI hereby grants you, and you accept, a non-exclusive, non-transferable, revocable, non-sublicensable, and limited right license to Use the Site, Platform, and Account together with their underlying software and software code and non-commercial access to your Account solely to receive Services (the “License”). This License does not transfer the right, title, and interest of PHI or its licensors in and to the Site, Platform, or Account from PHI, or its licensors, to you.

13.  Software Updates and Upgrades

The Site and Platform may periodically check for software updates or upgrades and push them to your device for installation. By accepting these Terms, you agree to receive these types of automatic updates and upgrades without any additional notice. All updates and upgrades we may provide are subject to these Terms, including any Additional Terms.

14.  Access and Restrictions on Use

a. Permitted Use

You may Use the Site, Platform, and Account only to learn more about us or to purchase and receive Services under these Terms and all applicable laws and regulations in the location from which you are Using them.

b. Prohibited Uses

You acknowledge and agree that your Use of the Site, Platform, and Account is limited to the License, as described in Section 12(f). If you engage in any of the following activities when Using the Site, Platform, or Account, we have the right to terminate your Account and cease providing Services to you. Therefore, you agree that you:

i. Will not adjust, circumvent, or remove or try to adjust, circumvent, or remove any Intellectual Property Rights notices on the Site, Platform, Account, or the Content on any of them in whatever medium and as it initially appeared on any of them, including copyright notices and any digital rights or other security technology;

ii. Will not Use the Site, Platform, or the Account or the Services for any purpose and in any manner that is, explicitly or implicitly, prohibited by these Terms, that is inconsistent with our Privacy Notice; will not post, display, distribute, upload, or expose Content that contravenes our Privacy Notice or violates the privacy, Intellectual Property Rights, or contractual rights of any Person, or that facilitate or promote activities that violate, or are otherwise prohibited by applicable law in the location from which you Use them;

iii. Will not defame or disparage anyone associated with us, or make any obscene, derogatory or offensive comments about us, the Site, the Platform or any other User, to bring us or any third party into disrepute or to cause us to be liable to any third party; will not Use the Site, Platform, or the Account to promote or condone hate or violence on any grounds;

iv. Will not, and will not attempt to, decompile, copy, disassemble, modify, adapt, reverse engineer, or otherwise attempt to derive the source code for the Site or the Platform (except to the extent you may be expressly permitted to decompile under applicable law); distribute, encumber, sell, rent, lease, sublicense, transmit, perform, or publish, deep-link, create derivative works from or exploit the underlying software or source code of the Site or the Platform for your benefit or the benefit of any third party;

v. Will not use any methods or tools to access, scrape, crawl or spider any pages of the Site or the Platform, or to systematically collect, store, transmit, distribute, or retrieve data or other content from our Site or Platform, to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, in any way; will not transfer the Content or any part of it without our express written consent, which is not granted in these Terms or any Additional Terms.

vi. Will, not damage, abuse, disable, overburden, impair, or interfere with the security or the functioning of the Site, the Platform, or the Account such as by distributing viruses or malware of any kind or other similar harmful software code; or transmitting unsolicited commercial electronic messages;

vii. Will not sell access to, reproduce, modify or attempt to modify the Site, Platform, Account, or Content in any way, or reproduce, display, perform, distribute, or Use any of them in public or for any public or commercial activities; and will not copy any HTML or other programs that are available on the Site or the Platform.

viii. Will not use the Site, the Platform or their software and underlying code as server software for commercial hosting, make the software available for simultaneous use by multiple users over a network, install the software on a server and allow users to access it remotely, or install the software on a device for use only by remote users, or in whole or in part, whether modified or unmodified, incorporate the Site or the Platform software and source code into other programs;

ix. Will not impersonate another Person or User, or otherwise misrepresent yourself or your affiliation with any Person; forge any TCP/IP packet header or any part of the header information in any email, or in any way Use the Site, Platform, Feedback, or User Information to send altered, deceptive, false source-identifying information; or attempt to obtain unauthorized access to the Site or the Platform or portions of either of them that are restricted from general access; open an Account using an e-mail address that you do not own; or submit any incomplete, false or inaccurate information, including without limitation incomplete, false or inaccurate biographical information when you open an Account or at any other time;

x. Will not Use, display, mirror, or frame the Site, Platform or the Content, or any part of them, Use our name or any of our trademarks, logos or other proprietary information, or the layout and design of any page or forms of the Site or Platform without our express written consent;

xi. Will, not access, tamper with, or Use non-public areas of the Site or Platform; attempt to probe, scan, or test the vulnerability of any of our systems or networks, or to breach or attempt to breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure we use to protect the Site and the Platform;

xii. Will not represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing; and

xiii. are solely responsible for all costs and expenses we may incur concerning your engagement in any of the above activities.

15. Submitting User Information to Us

a. User Information

We may, in our sole discretion, require or permit you to post, upload, publish, submit or transmit (“Make Available”) User Information on the Site, your Account, and Platform and you acknowledge and agree that you are solely responsible for all such User Information which you elect to Make Available. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of that User Information or that you have the authority, right, licenses, consents, or releases necessary to Make Available the User Information; and (ii) that the User Information, your use of it, or your Making it Available, does not infringe a third party’s Intellectual Property Rights or any rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Only User Information uploaded into your Account on the Platform is confidential. Your Making Available any User Information outside of your Account is not confidential information, and we will not be liable for any Use or disclosure of such User Information. If you post or upload any User Information to the Site or the Platform outside your Account, you acknowledge and agree that subject to our Privacy Notice, we may Use such information as we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world for free.

YOU HEREBY GRANT TO PHI A WORLDWIDE, IRREVOCABLE, PERPETUAL, NON-EXCLUSIVE, TRANSFERABLE, ROYALTY-FREE LICENSE, WITH THE RIGHT TO SUBLICENSE, TO USE, COPY, ADAPT, MODIFY, DISTRIBUTE, LICENSE, PUBLICLY DISPLAY, PUBLICLY PERFORM, TRANSMIT, STREAM, BROADCAST, AND OTHERWISE EXPLOIT ANY USER INFORMATION MADE AVAILABLE ON THE SITE OR THE PLATFORM, OTHER THAN IN THE ACCOUNT. YOU HEREBY WAIVE YOUR MORAL RIGHTS (AS DEFINED IN THE COPYRIGHT ACT, CANADA OR OTHER SIMILAR LEGISLATION IN OTHER COUNTRIES) IN THE USER INFORMATION.

b. Feedback

We welcome and encourage your Feedback. YOU ACKNOWLEDGE AND AGREE THAT ALL FEEDBACK YOU GIVE US ABOUT THE SITE, PLATFORM, AND SERVICES IS THE SOLE AND EXCLUSIVE PROPERTY OF PHI, AND YOU HEREBY IRREVOCABLY ASSIGN TO PHI ALL YOUR RIGHT, TITLE, AND INTEREST IN AND TO THE FEEDBACK AND ALL INTELLECTUAL PROPERTY RIGHTS IN IT AND HEREBY WAIVE ANY MORAL RIGHTS YOU MAY HAVE IN THE FEEDBACK. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting, and maintaining our Intellectual Property Rights and other legal protections for the Feedback.

16. Accounts

a. Eligibility and Registration

A User can open an Account to access the Platform. You represent and warrant that you will provide accurate, current, and complete information in your Account and update such information from time to time to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account and access to Services if any information you provided during registration or at any time after that proves to be inaccurate, fraudulent, outdated, or incomplete.

 

b. Identity Verification

For our protection, we reserve the right but do not have an obligation to verify your identity through background checks and other identity verification services at our sole discretion.

c. Account Login Credentials

Your Account login credentials will be created at registration. It is vital that you keep your login credential safe and not share them with anyone. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR SAFEGUARDING YOUR LOGIN CREDENTIALS AND ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIONS. IF YOU SUSPECT THAT YOUR LOGIN CREDENTIALS MAY HAVE BEEN LOST, STOLEN, OR COMPROMISED, YOU MUST NOTIFY US IMMEDIATELY BY EMAIL AT info@privacyhorizon.com.

d. Account Suspension, Deactivation, or Termination

We may, at our discretion, with or without prior notice to you, and at any time, limit, suspend, deactivate or cancel your Account if we determine or suspect that you have engaged in a Prohibited Act or violated any other provisions of these Terms.

You may cancel or suspend your Account at any time by sending us an email at info@privacyhorizon.com. Upon cancellation of an Account, your Account Record will be subject to our data retention and destruction policies outlined in our Privacy Notice.

17. Hyperlinks and third-party Site and the Platform

The Site and the Platform may contain hyperlinks or references to third-party websites, such as the Resource Library, that we provide for your convenience only. Those hyperlinks do not constitute our endorsement of those sites, their operators, or any products or services that may be sold on those sites. If we are associated with any third parties that we hyperlink on our Site or Platform, we will indicate.

When you click on a link to a third-party site, you will leave the Site or the Platform, and you will be subject to the terms and conditions of those sites. We have no control over any third-party websites, and we accept no responsibility for any content, material or information on them or your use or reliance on any of it.

18. Disclaimer of Warranties

WE EXPRESSLY DISCLAIM ANY GUARANTEE OF THE EFFECTIVENESS OF ANY SPECIFIC COURSE OF ACTION, RESOURCES, TESTS, INOCULANTS, BIOCONTROL, ANY OTHER INFORMATION OR OPINIONS MENTIONED ON THE SITE.

WE PROVIDE THE SITE, PLATFORM, ACCOUNTS, CONTENT, SERVICES, AND REPORTS ‘AS IS’ AND ‘AS AVAILABLE’ FOR INFORMATION AND EDUCATIONAL PURPOSES ONLY AND ARE NOT AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND.

WE ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT YOUR BUSINESS BASED ON ANY REPORTS. THE ENTIRE RISK AS TO THE USE OF ANY SERVICES AND RELIANCE ON ANY REPORTS RESTS WITH YOU AND ANY RECOMMENDATIONS OR ADVICE OF YOUR PROFESSIONAL ADVISORS.

WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE SITE, PLATFORM, ACCOUNT, SERVICES AND REPORTS, INCLUDING, WITHOUT LIMITATION: ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTION, AND NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF A THIRD PARTY, ANY WARRANTY THAT THE SERVICES OR THE REPORT  WILL MEET YOUR REQUIREMENTS, AND ALL WARRANTIES REGARDING YOUR USE OF OR RELIANCE ON THE SERVICES AND ANY REPORTS TO FUNCTION OR BE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, OR THE COURSE OF USAGE OR TRADE, OR ANY WARRANTY ARISING FROM  STATUTE OR OTHERWISE IN LAW.

19. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO, USE OF, AND RELIANCE ON THE SITE, PLATFORM, CONTENT, ACCOUNT, SERVICES, AND REPORTS REMAINS WITH YOU.

IF YOU ARE DISSATISFIED WITH THE SITE, PLATFORM, THE SERVICES, THE REPORTS, THESE TERMS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SITE, PLATFORM, AND THE SERVICES.

WE WILL NOT BE DEEMED TO BE IN VIOLATION OF THESE TERMS UNLESS YOU FIRST PROVIDE US WRITTEN NOTICE SPECIFYING THE NATURE OF THE DEFAULT, AND WE FAIL TO CURE THE DEFAULT WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE OR, IF CURE WITHIN SUCH PERIOD IS NOT PRACTICABLE, TO BE DILIGENTLY PROCEEDING TO CURE THE DEFAULT.

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY, LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PRODUCTIVITY, LOSS OF INFORMATION OR DATA, DAMAGE TO EQUIPMENT OR SIMILAR LOSSES ARISING, DIRECTLY OR INDIRECTLY FROM (1) YOUR RELIANCE ON THE SERVICES OR REPORTS, IMPLEMENTING OR FAILING TO IMPLEMENT RECOMMENDATIONS IN ANY REPORT, (2) YOUR USE OF, OR THE INABILITY TO USE YOUR ACCOUNT, THE SITE, THE PLATFORM, THE CONTENT, ANY SERVICES, OR ANY REPORTS, FOR ANY REASON; (3) YOUR USE OR RELIANCE ON ANY CONTENT, INFORMATION, PRODUCTS, OR SERVICES  ON ANY LINKED SITES, (4) ANY ERRORS OR OMISSIONS IN THE CONTENT, YOUR ACCOUNT, OR THE REPORT; (4) OUR OR YOUR TRANSMISSION OF CONFIDENTIAL INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER SENSITIVE INFORMATION THOUGH THE INTERNET, INCLUDING BY EMAIL, TO OR FROM THE SITE, THE PLATFORM, OR YOUR ACCOUNT; OR (5) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, TREBLE, OR CONSEQUENTIAL DAMAGES RELATED IN ANY WAY TO THESE TERMS, SITE, PLATFORM, ACCOUNT, CONTENT, ANY SERVICES, ANY REPORTS, OR YOUR RELIANCE ON ANY OF THEM, AND REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY SUCH DAMAGES CLAIM IS BASED. THIS EXCLUSION APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND EVEN IF ANY AVAILABLE REMEDY FAILS ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN THAT REGARD.

NO ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MAY BE INSTITUTED AGAINST US OR OUR REPRESENTATIVES MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

IN NO EVENT WILL OUR TOTAL LIABILITY FOR BREACH OF ANY WARRANTY EXPRESSLY PROVIDED IN THESE TERMS EXCEED THE TOTAL AMOUNT YOU PAID FOR SERVICES.

THIS SECTION SHALL SURVIVE TERMINATION OF YOUR ACCOUNT OR USE OF SERVICES.

20. Indemnification

You hereby agree to release, defend, indemnify, and hold us harmless from and against any and all liabilities, damages, claims, costs, threats, losses, fines, fees and expenses (including reasonable attorneys’ fees and expenses), (individually a “Claim” and together “Claims”) made by a third-party arising directly or indirectly from: a) your Use or reliance on the Site, Platform, Content, Services, or Reports (b) your breach, or the breach by any Person for whom you are responsible at law, of these Terms, and any Additional Terms, or the Privacy Notice; (c) your User Information; (d) your violation of any rights of a third-party, (e) your use, reliance on, or engagement of any kind with any of our service providers  and (f) your use or reliance upon any sites linked on the Site or the Platform, or your commercial or other relationship with the operators of those sites and any contract for products or services of those parties that you may have entered, (g) the acts or omissions and professional decisions of your Representatives; and (h) your negligent or willful misconduct, or the negligent or willful misconduct of any person for whom you are responsible at law. In addition, you agree to reimburse us for all costs, attorney’s fees and expenses we may incur to enforce the provisions of these Terms against you, whether by arbitration, prosecution of a lawsuit, or otherwise. You will not be required to indemnify us, to the extent allowed by law, where such Claims are caused by our gross negligence or willful misconduct.

21. Open Source Software

The Platform software licensed to you in Section 12(f) of these Terms may include “Open Source” software (computer software that is distributed under a licensing arrangement, which provides that the computer code can be shared, viewed, and modified by the public).  The restrictions in Section 14(b) only apply to our Platform software when and to the extent that they do not conflict with any applicable Open Source software license(s) terms.

22. Dispute Resolution

You and we agree to settle any dispute, claim, or controversy arising directly or indirectly from the enforcement, interpretation, validity, breach, and termination of these Terms, any Additional Terms, or the Privacy Notice (collectively, “Disputes“) through good faith negotiations after the affected party provides to the other party written notice of dispute (“Notice of Dispute”).

If we cannot find a resolution within 21 business days from the Notice of Dispute, then the Dispute will be settled by binding arbitration, except that we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our Intellectual Property Rights.

YOU AND WE MUST FILE A NOTICE OF DISPUTE FOR ARBITRATION (EXCEPT INTELLECTUAL PROPERTY DISPUTES) WITHIN ONE YEAR FROM THE DATE WHEN THE MATTER AT ISSUE FIRST AROSE, OTHERWISE NEITHER OF US WILL BE ABLE TO INITIATE ARBITRATION OR SEEK LEGAL RECOURSE FOR THAT MATTER.

Any Dispute shall be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada Inc. The arbitration shall be conducted in Ontario, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.

This section will survive any termination of your Account or your subscription to Services.

23. Changes to these terms

We may make some changes or updates to these Terms from time to time without notifying you. A log of such changes will appear in the Change Log on the last page of these Terms. The changes will come into effect on the day they are made or on a future date as indicated. It is your responsibility to check these Terms and the ChangeLog from time to time.

If we make significant changes to these Terms or replace them completely, we will notify you by e-mail. WHEN YOU USE THE SITE AND THE PLATFORM OR PURCHASE SERVICES, YOU ARE BOUND TO THE TERMS IN EFFECT ON THE DATE OF YOUR USE OR PURCHASE.

24. General

a. Relationship of The Parties. You and we are independent contractors under these Terms, and these Terms do not, and shall not be construed to, create a partnership or joint venture, agency relationship, or employment relationship between us. Neither we nor you have the right or authority to create any obligations on each other’s behalf.

b. Entire Agreement. These Terms, any applicable Additional Terms, the Privacy Notice and the Cookie Policy, the Pathogen Detection Sample Submission Form, and any other documents incorporated by reference in these Terms, contain the entire understanding and agreement between us and you about your Use of the Site, the Platform, Content, and your Use of the Services, and supersede any prior agreements between you and us, including, but not limited to, any previous versions of these Terms.

c. Force Majeure. Neither you nor we will be liable for delay in delivery or non-performance under these Terms in whole or in part (other than a failure to pay any amount due by you under these Terms), nor shall you have the right to terminate the Services where delivery or performance has been affected by causes beyond our reasonable control. Such causes may include, but are not limited to, natural disasters (including fire, floods, hurricanes, tornadoes, and tsunamis), acts of government (including requirements or regulations of any civilian or military authority, declared national, provincial or local emergencies), acts of war, terrorism, cyberattack, insurrections, riots, civil commotion, strikes, lockouts or other labour disturbances, (each a “Force Majeure Event”). The party affected by a Force Majeure Event shall, as soon as possible but no later than ten (10) days of its occurrence, give notice to the other party stating the nature of the condition causing the delay, its anticipated duration and any action being taken to avoid or minimize its effect of such Force Majeure Event. The suspension of performance shall be of no greater scope and longer duration than is reasonably required. The nonperforming party shall use commercially reasonable efforts to remedy its inability to perform.

d. Severability. If any part of these Terms is found void and unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from these Terms, then the rest of these Terms will remain valid and enforceable.

e. Cumulative Remedies. Other than as expressly stated in these Terms, and subject to the Dispute Resolution section, the remedies provided in these Terms are in addition to, and without prejudice to, any other remedies you or we may have at law or in equity.

f. Waiver. If we choose not to enforce any right that we have against you at any time, this does not prevent us from later exercising or enforcing that right.

g. Assignment. You may not assign, sub-license, or otherwise transfer any of your rights and obligations in these Terms to any other Person without our prior written consent, which we may give or withhold, at our sole discretion. We may assign these Terms without notice to you or consent from you.

h. Governing Law and Jurisdiction. These Terms shall be governed by and interpreted under the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without regard to principles of conflicts of laws that may impose the laws of another jurisdiction. Subject to the Dispute Resolution provisions, you and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario regarding any dispute or claim that may arise from or in connection with these Terms.

i. Enurement. These Terms will be binding upon and inure to your and our benefit and to the use of your and our respective successors, permitted assigns and legal representatives.

j. Statutory Rights. These Terms shall not prejudice your statutory rights as a consumer.

k. Survival. Any provisions of these Terms that require or contemplate performance after termination and, by their nature, must survive the termination of your Account, or your Use of the Services will survive such termination.

If you have any questions regarding these Terms or if you wish to request any information from us, please contact us by email at info@privacyhorizon.com.

These Terms are in effect as of January 12, 2022.

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