PLEASE READ THESE TERMS OF USE CAREFULLY.  THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, AS WELL AS EXCLUSIONS AND LIMITATIONS ON LIABILITY.

Welcome to SecureKey, owned and operated by SecureKey Technologies Inc. By using or accessing www.securekey.com (the “Site”) or our software or services, you agree that you will comply with and are bound by the following terms and conditions.  If you do not agree to these terms and conditions (the “Terms”), you may not use our Site, software or services. These Terms may be accessed via www.securekey.com/terms-and-conditions. These terms and conditions may be modified or superseded by separate agreements with you (in particular as they may relate to software or services provided to you), in which case the terms and conditions set out in such separate agreement will prevail to the extent of any conflict.

The term “SecureKey”, “we”, or “our” refers to SecureKey Technologies Inc. and any of its affiliates that are authorized to use SecureKey’s name or trademarks.  The term “you” refers to the users of our services or viewers of our Site.  The term “services” includes, without limitation, use of our Site or software.

Our software may be distributed with third party software components. Users are subject to the user agreements governing the use of such third party software components.  You must ensure that your use of our Site, software and services does not violate these terms.

By using our services, you: (1) represent you are at least sixteen (16) years of age; and (2) agree that you are subject to our Privacy Policy accessible through our Site at www.securekey.com/privacy/.

 

  1. Overview

Our Site may provide links to third party websites.  Accessing any third party links through our Site or services, or entering into any transaction with any third party, is done at your own risk.  Any such transaction is solely the responsibility of the parties entering into the transaction.

Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to the use of our Site, the use of any service or product offered on our Site, and any transaction they enter into on the Site or in connection with the use of our services.

We assume no liability or obligation to take any measures or actions to assist users to avoid potentially fraudulent or illegal activity associated with the content available through our Site or services.  If we provide warnings or messages to users about any such activity, we do not warrant that such messages are accurate, or that such messages will reach any or all users they should have reached in a timely manner or at all, or that such messages or measures will prevent any harm or otherwise have any impact.

 

  1. Limited License

Users are granted a limited, revocable, non-transferable, non-exclusive license to: (a) access our Site and services solely in accordance with these Terms; and (b) to print out discrete information from our Site solely for internal, personal, non-commercial purposes.  Any use of our Site or services that is not in accordance with these Terms or as otherwise authorized by us in writing is expressly prohibited.

We may change, suspend or discontinue any aspect of our Site or services at any time, including the availability of any feature or content. We may impose limits on certain services, or restrict your access to parts or all of our Site or services, without notice to you.

 

  1. Unauthorized Uses

The license to use the Site granted to you in these Terms does not include any right of collection, aggregation, copying, scraping, duplication, display or any derivative use of the Site, nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission.

Except as may be permitted by these Terms, you agree not to do any of the following without our prior written consent:

(a)      use our Site or services (or any of its or their contents) for any commercial purpose, unless such use is provided by a valid license to our services;

(b)      copy, reproduce, upload, post, display, republish, distribute or transmit any part of the Site or services in any form whatsoever;

(c)      modify, translate into any language or computer language or create derivative works from, any content or any part of our Site or services;

(d)      reverse engineer any part of our Site or services;

(e)      sell, offer for sale, transfer or license any portion of our Site or services in any form to any third parties;

(f)       take any action that may be considered phishing or that would give rise to criminal or civil liability;

(g)      use our Site or services for the purpose of gathering information for or transmitting unsolicited commercial electronic messages;

(h)      use our Site or services in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; or

(i)       use our Site or services in a manner that violates any applicable law or regulation, or that interferes with or disrupts SecureKey or the network(s) that support our Site and services.

 

  1. Right to Owned Content

If you believe that your intellectual property right has been infringed or violated by our Site, software or services, please provide us with the following information: (1) a description of the copyrighted work or other intellectual property right that you assert has been infringed; (2) your contact information; (3) a signed statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (4) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the intellectual property or authorized to act on the copyright or intellectual property owner’s behalf.

 

  1. Privacy

Any personal information you provide to us will be collected, used and disclosed in accordance with our Privacy Policy.  Information about your use of our Site or services may be included in an anonymized fashion in aggregate reports generated for marketing purposes, or for other business purposes.  You agree to the collection, use and disclosure of your personal information, in accordance with our Privacy Policy, including the transfer of information to countries other than your country of residence for storage, processing and use by SecureKey or its affiliates.

 

  1. Intellectual Property Rights

The content, organization, graphics, images, logos, icons, video clips, audio clips, design, software, compilations and other matters related to our Site and services are protected under applicable copyrights, trademark, patent and other proprietary (including, but not limited to, intellectual property) laws and regulations.  The copying, redistribution, use or publication by you of any such materials or any part of our Site, except as explicitly permitted under these Terms, is strictly prohibited.  You do not acquire any ownership rights or other license to any material viewed through our Site or accessible through the use of our services.  The posting of information or materials on our website does not constitute a waiver by us of any right in such information or materials. Some of the content on our website may be the copyrighted work or otherwise proprietary material of third parties.

 

  1. Links to Third-Party Sites

Third party content may appear on our Site or may be accessible via links from our Site.  We are not responsible for and assume no liability for any third party content. You understand that the information and opinions in the third party content represent solely the thoughts of the author and are neither endorsed by nor do they necessarily reflect our belief. Please review carefully the third party’s policies and practices to make sure you understand them before you engage in any transaction.  Complaints, claims, concerns or questions regarding third party products should be directed to the applicable third party.

 

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL SECUREKEY, OR ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR CONTENT OR SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND SUPPLIERS (COLLECTIVELY, THE “SECUREKEY GROUP”), OR ANY THIRD-PARTY PROVIDER OF A SERVICE, SOFTWARE OR TOOL OFFERED ON ANY SITE OF A MEMBER OF THE SECUREKEY GROUP (EACH A “THIRD-PARTY PROVIDER”), BE LIABLE TO YOU OR ANY OTHER USER OR THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING WIHTOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM: (A) THE USE OF OUR SITE, SOFTWARE, SERVICES OR ANY CONTENT THAT WE PROVIDE; (B) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY; (C) ANY INTERACTION BETWEEN OUR SITE AND ANY THIRD PARTY SITE, INCLUDING WITHOUT LIMITATION A SOCIAL MEDIA SITE; OR (D) ANY BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED.

IF YOU ARE DISSATISFIED WITH OUR SITE OR SERVICES, YOU DO NOT AGREE WITH ANY PART OF THE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US OR ANY THIRD PARTY PROVIDER WITH RESPECT TO THESE TERMS, THE SITE OR OUR SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US IS TO DISCONTINUE USING THE SITE OR OUR SERVICES.

 

  1. Disclaimers

ALL CONTENT AND SERVICES AVAILABLE THROUGH OUR SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.  IN PARTICULAR, SECUREKEY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, OUR SERVICES OR ANY CONTENT.  EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES REGARDING THE SITE, OUR SERVICES OR ANY CONTENT, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW BY SECUREKEY.

 

  1. Indemnification

You agree to defend, indemnify and hold harmless SecureKey, its suppliers, affiliates, partners, associates, employees, agents, successors, assigns, or content or service providers, and each of their respective directors, officers, employees, consultants, agents and suppliers, from any losses, costs or damages of any kind, including reasonable legal fees, arising from any and all claims, suits or demands brought by a third party based on a breach by you of any warranty, representation, covenant or obligation set out in these Terms. In the event that such a claim is brought against us, you shall, at your own expense, promptly assume control of the defence of such claim.  We reserve the right, at your expense, to participate in or assume control of the defence of any claim brought against us by a third party.

 

  1. Access to Site

We may occasionally restrict your access to our Site, the services or content to carry out repairs, maintenance or to introduce new or updated content or services.

If, in our sole discretion, any user misuses the Site or services, or is in breach of these Terms, we reserve the right, in our sole discretion, to limit or terminate the user’s use of our Site or services.

 

  1. General

These Terms, and any provisions incorporated by reference, constitute the entire agreement between us and you with and govern your use of our Site, services or any content, superseding any prior agreement, whether oral or written, between us and you with respect to your use of our Site, services or any content.

Headings in these Terms are for reference only and shall not be used for the purposes of interpreting the provisions of these Terms.

If any portion of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms shall remain in full force and effect.  If any portion of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court will endeavour to give effect to the parties’ intentions as reflected in the provision to the maximum extent possible.

We may assign these Terms in our sole discretion.  You may not assign these Terms to any third party without our prior written consent, which may be unreasonably withheld by us in our sole discretion.

The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

No provision of these Terms provides any person or entity not a party to these Terms with any remedy, claim, liability, reimbursement, or cause of action, or creates other third party beneficiary rights.

We may revise these Terms at any time, without notice to you.  We may, at our sole discretion, notify you of a change to these Terms, for example by announcing the change on our website.  Your continued use of our Site, software or services constitutes your consent to the contents of any updated Terms.

We shall not be liable for unforeseen delays in performing any of our obligations under these Terms, or for delays that were not reasonably within our control, and will be entitled to a reasonable extension of time for the performance of such obligations.

These Terms and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada, without regard to conflict of laws provisions.