Terms of Use

IMPORTANT! YOUR ACCESS TO THIS WEBSITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. ACCESSING THIS WEBSITE IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU MUST EXIT THE WEBSITE.

These Terms of Use (the “Agreement”) is an agreement between you (“you”) and the owner of the Website, SceneDoc Inc. (“SceneDoc”). The effective date of this Agreement is when you accept or are deemed to accept this Agreement by use of this Website (“Website”). This Agreement does not alter in any way the terms or conditions of any other agreement you may have with SceneDoc.

By using this Website, you represent and warrant that you are over the age of 18 and are lawfully able to accept this Agreement. If you do not have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside, do not access or use the Website unless your parent or guardian enters into this Agreement on your behalf and consents to your access to and use of the Website.

If you are using the Website on behalf of any entity, you further represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify SceneDoc in accordance with this Agreement.

This Website is intended for clients and customers of SceneDoc and registered users of the Website. You are not authorized to use this Website or its contents for any purpose other than is consistent with use as a client or customer of SceneDoc or as a registered user of the Website.

You hereby consent to the exchange of information and documents between you and SceneDoc or an agent of SceneDoc electronically over the Internet, by e-mail, or by another electronic or hardcopy means.

You agree that this electronic Agreement shall be the equivalent of a written paper agreement between you and SceneDoc.

Ownership of this Website and its Content: This Website, including all software code, its content and design, is protected under applicable intellectual property and other laws, including without limitation the laws of Canada and other countries (“Content”). For clarity, Content further includes any information you submit to the Website or to SceneDoc through the Website including, but not limited to, any message submitted through any section of the Website. All Content and intellectual property rights therein are the property of SceneDoc, unless otherwise agreed in a prior written agreement with SceneDoc. You do not acquire ownership rights to any Content, whether viewed or otherwise accessed, through this Website. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, reverse engineered, republished, downloaded, modified, sold, rented, shared, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic or mechanical copyring, photocopying, recording, or otherwise, without SceneDoc’s express prior written permission.

You are hereby granted, subject to this Agreement, a limited, non-exclusive, non-transferable license to view the screens, materials, and Content (excluding any software code) on this Website and to print only a limited number of copies of such screens, materials and Content as is reasonably needed for your own non-commercial use. You agree not to share the copied screens, materials and Content with any other person or entity, and to destroy such copied screens, materials and Content immediately upon the completion of the use of the screens and materials for which you made a copy of such screens, materials and Content.

This Website contains trademarks, service marks, trade dress, designs, logos, product and service names, and graphics (collectively, “Trademarks”) that are owned by SceneDoc or by third parties. You are not authorized to display copy or use the Trademarks in any manner without the prior written permission of the rights owner.

Your Consent to Our Privacy Policy: By agreeing to this Agreement, you agree to the terms of the Website’s Privacy Policy (accessible from the Website), which is expressly incorporated herein. Before using this Website, please carefully review the Privacy Policy. All information provided to us as a result of your use of this Website will be handled in accordance with the Privacy Policy. To the extent there are inconsistencies between this Agreement and the Privacy Policy, this Agreement controls.

You certify, represent and warrant that when using the Website you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, messaging, privacy, and the transmission of technical data exported from Canada or the country in which you reside.

You further consent to SceneDoc providing information other than personal information, relating to you and your use of the Website to facilitate the function of the Website and to allow users to utilize the Website, including, but not limited to your geographic location, photos of you, or any other information relating to you.

Login: Any access by you of any portion of the Website that requires a login and/or password and any activities relating to such portion of the Website shall be governed by the agreement that you have executed with SceneDoc, that caused SceneDoc to provide you with login and/or password information, such as a Master Services Agreement or any other relevant agreement between you and SceneDoc. Use of your login and/or password by any person that is not you is expressly prohibited and should this occur for any reason whatsoever you are wholly and fully responsible for all activities of such person, including any omissions by such person, when so logged-in or accessing password protected portions of the Website. You agree to indemnify SceneDoc for any such activities by any such person. If SceneDoc has not provided with a login and/or password you are not authorized to access such areas of the website that require a login and/or password to be accessed.

Submissions: You agree that all ideas, concepts, inventions, know-how, techniques, product reviews, remarks, suggestions, comments, graphics or other information you communicate to SceneDoc through this Website and all intellectual property rights therein (“Submissions”) shall be the property of SceneDoc. You hereby irrevocably transfer, assign and convey to SceneDoc all right, title and interest including without limitation intellectual property rights existing anywhere in the world, in and to any and all Submissions, and waive any moral rights you may have in the Submissions. SceneDoc will not be required to treat any Submissions as confidential and shall not be subject to any obligations of confidentiality regarding any such Submissions unless: (i) specifically agreed by SceneDoc in writing in advance of your communication of such Submissions to SceneDoc; or (ii) required by law.

SceneDoc will not be liable for any similarities of your Submissions to any future business operations of SceneDoc. Without limitation, SceneDoc will have exclusive ownership of all present and future existing rights to the Submissions of every kind and nature, and you agree to sign such further documentation and undertake such activities at your expense as may be required by SceneDoc to evidence such assignment and waivers as you have provided in this Agreement. You represent and warrant that upon submission you owned or had all rights, title and interest in and to your Submissions and had the right to assign them to SceneDoc, and to waive all moral rights therein, and that all of your Submissions do and will comply with this Agreement.

Prohibited Uses: You agree not to do any of the following:

Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

Content: SceneDoc will not be responsible for any damages you or any third-party may suffer as a result of the submission, transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize SceneDoc to make, or for any errors or any changes made to any submitted, transmitted, stored or received information.

You are solely responsible for the retrieval and use of the Content. You should apply your own judgment in making any use of any Content, including, without limitation, the use of the information as the basis for any conclusions.

SceneDoc ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THIS WEBSITE. THE CONTENT ON THIS WEBSITE MAY BE CHANGED WITHOUT NOTICE TO YOU. SceneDoc IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. SceneDoc DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

Confidentiality & Security: THERE IS NO GUARANTEE THAT INFORMATION OR PERSONAL INFORMATION ON THIS WEBSITE OR ON THE INTERNET, OR SUBMISSIONS TO THIS WEBSITE OR THROUGH THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THIS WEBSITE AND THE CONTENT IS AT YOUR OWN RISK AND SceneDoc ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE WEBSITE OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR INFORMATION OR PERSONAL INFORMATION.

Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS WEBSITE AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THIS WEBSITE OR MADE AVAILABLE THROUGH THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, QUALITY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. SceneDoc ASSUMES NO RESPONSIBILITY OR LIABILITY FOR OMISSIONS OR INCOMPLETE INFORMATION IN THE CONTENT.

Limitation of Liability: IN NO EVENT WILL SceneDoc, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, THIRD PARTIES ENGAGED BY SceneDoc, THIRD PARTIES THAT ASSIST SceneDoc, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF SceneDoc OR ANY OF ITS LAWFUL AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

IN NO EVENT WILL SceneDoc, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, THIRD PARTIES ENGAGED BY SceneDoc, THIRD PARTIES THAT ASSIST SceneDoc, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD-PARTY SOCIAL NETWORKING SITES OR ACCOUNTS, WEBSITES OR WEBPAGES; THE INTERNET BACKBONE; CLOUD ERRORS OR PROBLEMS; PERSONAL INJURY; THIRD-PARTY CONTENT, PRODUCTS OR SERVICES (INCLUDING OF THIRD PARTIES ENGAGED BY OR ASSISTING SceneDoc); SUBMISSIONS OR OTHER INPUT YOU SUBMIT TO THIS WEBSITE; DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AFFILIATES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THIS WEBSITE OR THE CONTENT; ANY OTHER WEBSITE OR WEBPAGE, OR SOCIAL NETWORKING SITE OR ACCOUNT, ACCESSED TO OR FROM THIS WEBSITE; OR EVENTS BEYOND THE REASONABLE CONTROL OF SceneDoc, EVEN IF SceneDoc OR ANY OF ITS LAWFUL AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

IN NO CASE WILL SceneDoc’S, ITS AFFILIATES’, AGENTS’, LICENSORS’, SUPPLIERS’, THIRD PARTIES’ (ENGAGED BY SceneDoc), THIRD PARTIES’ (THAT ASSIST SceneDoc), AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BE FOR MORE THAN THE AMOUNT, IF ANY, PAID BY YOU UNDER THIS AGREEMENT TO ACCESS THIS WEBSITE, IN THE YEAR IN WHICH THE CLAIM AROSE. (Because some jurisdictions do not allow the exclusion or limitation of certain categories of damages, the above limitation may not apply to you in such jurisdictions. Our liability is limited to the fullest extent of the law.)

Indemnity: You agree at all times to indemnify, defend and hold harmless SceneDoc, its agents, suppliers, affiliates, third parties engaged by SceneDoc, third parties that assist SceneDoc, and their respective directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by SceneDoc directly or indirectly in respect of:

(i) any information, Submissions, or any other Content you provide on or through this Website or which is sent to SceneDoc by e-mail or other correspondence; or

(ii) your use or misuse of the Content, Submissions, or this Website, including without limitation infringement claims.

Links to Third-Party Sites: This Website may contain links to other websites or webpages, or social networking sites or accounts. SceneDoc does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such other websites or webpages, or social networking sites or accounts, and when you access such other websites or webpages, or social networking sites or accounts, you are doing so at your own risk. In providing links to the other websites or webpages, or social networking sites or accounts, SceneDoc is in no way acting as a publisher or disseminator of the material contained on those other websites or webpages, or social networking sites or accounts, and does not seek to monitor or control such other websites or webpages, or social networking sites or accounts. A link to another website or webpage, or social networking site or account, should not be construed to mean that SceneDoc is affiliated or associated with same. SceneDoc DOES NOT RECOMMEND OR ENDORSE ANY OF THE CONTENT, INCLUDING WITHOUT LIMITATION ANY HYPER-LINKS TO OR CONTENT FOUND ON, OTHER WEBSITES OR WEBPAGES, OR SOCIAL NETWORKING SITES OR ACCOUNTS. The mention of another party or its product or service on this Website should not be construed as an endorsement of that party or its product or service.

Modification and Discontinuation: We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Website (or any portion thereof) and/or the information, materials, forms, or other Content, products of SceneDoc, and other products and/or services available through this Website (or any portion thereof), with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Website.

Waiver: Our failure at any time to require performance of any provision of this Agreement or to exercise any right provided for herein will not be deemed a waiver of such provision, any other provisions, or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by SceneDoc of any breach of any provision of this Agreement or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

Amendments: SceneDoc reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this Website. You are responsible for periodically reviewing the amendments on this Website and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this Website. Access to this Website or use of this Website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions of this Agreement. No supplement, modification or amendment to this Agreement shall be binding on SceneDoc unless executed by SceneDoc in writing.

Termination: This Agreement is effective until terminated by SceneDoc, with or without cause, in SceneDoc’s sole and unfettered discretion. SceneDoc may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination by SceneDoc shall be in addition to and without prejudice to such rights and remedies as may be available to SceneDoc, including injunction and other equitable remedies.

The disclaimers, limitations on liability, ownership, termination, interpretation, your license to SceneDoc, your assignment to SceneDoc, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.

Severability: Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

Governing Law, Jurisdiction and Venue: This Agreement will be governed under the laws of the Province of Ontario, Canada without regard to its conflicts of law provisions and shall be treated in all respects as an Ontario contract. Venue for all actions or proceedings arising out of or relating to this Agreement will be exclusively in provincial or federal court in Toronto, Ontario, Canada. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes.

We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act Ontario as amended, replaced or re-enacted from time to time. You agree to waive any right you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against SceneDoc related to this Website, the Content, products of SceneDoc, or this Agreement and, where applicable, you also agree to opt out of any class proceedings against SceneDoc, its agents, or its licensors. We have required that this Agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

Interpretation: The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

Entire Agreement: This Agreement as it may be amended from time to time in accordance the relevant provisions herein, and any and all other legal notices and policies on this Website, constitute the entire agreement between you and SceneDoc with respect to the use of this Website and the Content, other than the portions of the Website accessible through use of a login and/or password, as set out in this Agreement.

Inurement: This Agreement shall inure to the benefit of and be binding upon each of SceneDoc and you, and SceneDoc’s and your respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

Contact Us: If you have any questions about this Website or this Agreement, please contact SceneDoc at the following email address: privacy@scenedoc.com