Terms of Service

TERMS OF SERVICE:

Welcome to Alter Biota. The downloading or use of the any of Alter Biota’s mobile or web applications, including digitalΔggregate™ (collectively, the “Application”) is bound by the following terms and conditions (the “Terms”).

As used in these Terms, “we”, “us”, “our” means Alter Biota. The Terms, together with any documents or additional terms incorporated by reference, apply to the download and / or use (hereafter referred to as “use”) of the Application.

In these Terms, a “Customer” is a person who enters into an agreement with Alter Biota (“Agreement”) for its Authorized Users (as defined in the Agreement) to access and use the Application.

The Customer is responsible for (a) ensuring Authorized Users’ compliance with these Terms; (b) any breach of these Terms; and (c) the performance of all obligations under the Agreement. Customer agrees that Authorized Users shall have the authority to bind the Customer to these Terms and are acting on the Customer’s behalf (collectively, the Customer and Authorized Users are “you”).

The use of the Application constitutes your agreement to be bound by the Terms, as amended. If you do not agree with these Terms or any amendments, then you cannot access the Application.

The Terms constitute a binding legal agreement between you and Alter Biota. You must read the Terms carefully before using the Application. Alter Biota reserves the right to modify or amend these Terms without notice at any time. As such, it is important that you review these Terms on a regular basis so that they are aware of any such changes. Where allowable by law, you waive any right it may have to receive specific notice of such changes or modifications, and the use of the Application following any such changes or modifications confirms your acceptance.

1. To access and use the Application, Authorized Users must register for an account using the Account Credentials (as defined in the Agreement). To complete an account registration, the Authorized User must provide us with Personal Data (as defined in Alter Biota’s Privacy Policy), including login information, profile information and any other information indicated as required.
   
   Alter Biota may reject your application for an account, or cancel an existing account, for any reason and at any time, at our sole discretion.
   
   Where an Authorized User signs up for the Application, they represent and warrant that they have the requisite authorizations and consents from the Customer to access the Application. Authorized Users must use work-issued email addresses to sign up for the Application. Authorized Users must be at least 18 years old to register for an Account.
   
   

2. Customer Data. Customer Data (as defined in the Agreement) entered into the Application by Authorized Users is on behalf of the Customer.
   
   Whenever Authorized Users make use of a feature that allows them to enter Customer Data into the Application, Authorized Users must comply with the standards set out below. Any Customer Data provided must:

• be current, true, accurate (where it states facts), supportable and complete; and
• comply with applicable Canadian laws and the applicable laws in any country from which it is posted.
  
  You acknowledge that any Customer Data supplied complies with the above, and that you will be responsible for any information supplied. Alter Biota is not responsible if the Customer Data provided through the Application is not in compliance with the above. Authorized Users must not provide Customer Data into the Application unless they are legally authorized to do so. You warrant to us that you have the requisite legal authorization to supply the Customer Data and consent to Alter Biota’s use of the Customer Data for the purpose of providing the services related to the Application.
  
  Where the Customer Data supplied is subject to Customer’s intellectual property rights, Customer hereby grants to Alter Biota a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Customer Data supplied to Alter Biota through the Application for the purpose of providing the services related to the Application.
  
  

3. Camera Access. In order to make use of certain features in the Application, the Application requires access to an Authorized User’s camera application on their mobile device (“Mobile Camera Access”). You agree and acknowledge that in order to make use of these features, you must provide the Application with Mobile Camera Access, and you remain responsible for any information you provide through the Application pursuant to these Terms.
   
   
4. Aggregated Data. Alter Biota may use aggregated or anonymized Customer Data or metadata relating to a Customer or Authorized User’s use of the Application, where such data does not identify Customer or an Authorized User (“Aggregated Data”). You agree that Alter Biota may use such Aggregated Data for any purpose related to the Application without any obligation to compensate you and that all right, title and interest in and to the Aggregated Data is the sole and exclusive property of Alter Biota. Without restricting the generality of the foregoing, Provider shall have an unrestricted right to:

• use any Aggregated Data for its internal business purposes to improve and enhance the Application and related products and services offered or to be offered by the Provider; and
• use, license, sell, disclose and otherwise commercially exploit the Aggregated Data without limitation or restriction, for any purpose Provider may, in its sole discretion, choose.
  
  

5. Handling of Personal Data. By accessing the Application, Authorized Users expressly consent to the collection, use, transfer and retention of Personal Data by Alter Biota in accordance with Alter Biota’s Privacy Policy.
   
   
6. Account credentials. If Authorized Users’ choose, or are provided with, a user identification code, password or any other piece of information as part of our security procedures, Authorized Users must treat such information as confidential. If you know or suspect that anyone other than the Authorized
   
   User for an Account has accessed the Application, you must immediately notify Alter Biota.
   
   
7. Prohibited uses of the Application. You may only use the Application for lawful Without limiting the generality of the foregoing, you may not:

• impersonate any person or entity, or misrepresent any information you provide;
• obtain or attempt to gain unauthorized access to other Accounts, materials, information or any services available on or through the Application;
• interfere with the security of, or otherwise abuse, the Application, system resources, accounts, servers or networks connected to or accessible through the Application;
• sell, license, rent, reuse, adapt, publish, frame, post, upload, broadcast, copy, modify or attempt to modify the Application’s content in any way, or reproduce or publicly display, perform, transmit, distribute or otherwise use the Application’s content for any public or commercial purpose, without Alter Biota’s express authorization;
• use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize or otherwise extract information from the Application or its content in whole or in part, without Alter Biota’s express authorization;
• mirror the Application or any of its content on any server without the express written permission of Alter Biota;
• use any device, software, or program to interfere with the Application or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device or network;
• circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise interfere with any software that is part of the Application, or use any tools for compromising security;
• take any action that imposes an unreasonable load on our network or infrastructure;
• engage in any other conduct that restricts any person from using the Application, or that, in our sole judgment, exposes us, users, or any other third party to any liability, damages, or detriment of any type;
• use or re-export the Application in any way that breaches any Canadian or other applicable export and import control or economic sanctions laws, including but not limited to exporting the software to any county, or to any person, entity, or end-user subject to Canadian or other applicable export controls or sanctions;
• use the Application in any way that breaches any applicable local, national or international law or regulation;
• use the Application to harm or with the attempt to harm another person in any way;
• use the Application to knowingly transmit any data, send or upload any harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
• use the Application to infringe any other person’s intellectual property or privacy rights; or
• use the Application to breach any legal duty owed to a third-party, such as a contractual duty or a duty of confidence.
  
  

8. Limited Authorized User License and Intellectual Property Rights. Alter Biota hereby grants to you a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Application in accordance with these Terms pursuant to the Customer’s business operations and not for resale or for any other purpose. The term of your license commences on the date of your acceptance of the Terms and shall end on the earlier date of our suspension or termination of your access to the Application.
   
   You acknowledge and agree that, save and except for (i) Authorized Users’ Personal Data (as defined in our Privacy Policy) contained in the Application; (ii) the license explicitly granted by these Terms; and (iii) any right, interest or title of the Customer in the Customer Data (including intellectual and property rights), all right, title and interest in and to the Application is the sole and exclusive property of Alter Biota. Alter Biota reserves all rights not expressly granted to you hereunder, and for greater certainty, Alter Biota shall retain all intellectual property and other proprietary rights in and to the Application.
   
   You acknowledge that Alter Biota exclusively owns all rights, titles and interests in and to the services and content contained in the Application, including without limitation, all underlying software and technology, and all associated intellectual property rights in relation to the Application other than the Customer Data. By accessing and using the Application, you acknowledge all content is protected copyright, trademark, design rights or other proprietary rights incorporated in the services and content.
   
   

9. Termination of Access by Alter Biota. Alter Biota may terminate your access to the Application (either in whole or in part) pursuant to the terms of the Agreement, which includes, without limitation, your breach of any of these Terms.
   
   Sections of these Terms which by their nature would reasonably be expected to survive termination shall survive termination.  
   
   

10. Limited Warranty and Liability. We will make reasonable commercial efforts to make the Application available and to ensure it operates as described. Other than the foregoing warranty, to the maximum extent permitted by law, Alter Biota provides the Application and related services on an “as is, as available” basis without any warranties, representations, or guarantees of any kind, including that the Application will be uninterrupted or error free or that it is fit for a particular purpose.
    
    To the extent permitted by law, Alter Biota is not liable under the law of tort, contract or otherwise for any direct or indirect loss or damage, personal injury, loss of income, profits, data or savings or for any, incidental, consequential, exemplary, punitive or special loss or damage of any party, however caused, arising out of or in connection with the use of the Application or in connection with these Terms.

11. You represent and warrant that you shall comply with all applicable laws and regulations relating the use of the Software, including Canadian and any other applicable export and import control or economic sanctions laws and regulations.
    
    
12. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Alter Biota and its officers, owners, directors, shareholders, contractors, agents, employees, general and limited partners, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, fines, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to (i) your breach of these Terms and/or any other terms incorporated by reference; or (ii) your negligence, willful misconduct, or violations of the intellectual property rights or other rights of a third party in connection with the Application.
    
    
13. Governing Law. These Terms are governed by the laws of Canada and the province of Nova Scotia, and, except where prohibited by law, the parties to these Terms attorn to the exclusive jurisdiction of the courts in Canada and the province of Nova Scotia in respect of all matters arising hereunder.
    
    
14. No failure to exercise, and no delay in exercising, any right or any power under the Terms by Alter Biota will operate as a waiver thereof.
    
    
15. If any portion of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Terms shall remain in full force and effect.
    
    
16. Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires, and the word “including” means “including but not limited to”.
    
    
17. Questions. You may submit Feedback (as defined in the Agreement) about the Application of the Terms. Please submit such Feedback to info@alterbiota.com. By submitting Feedback to Alter Biota, you agree that Alter Biota may use such Feedback for any purpose related to the Application without any obligation to compensate you and that all right, title and interest in and to the Feedback is the sole and exclusive property of Alter Biota.