These terms apply to SpreadCtrl Services purchased from SpreadCtrl’s website or by contract.
Versions:
April 20, 2021 (current)
LAST UPDATED: April 20th, 2021
Thanks for using the services, websites, and apps branded as “SpreadCtrl” offered by Azonic Lab Ltd (“Azonic Lab” or “us”). (“SpreadCtrl Services” or “Services”)
These Terms of Use (“TOU” or Terms) contain the terms under which Azonic Lab provides the SpreadCtrl Services to you and describes how the Services may be accessed and used.
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these TOU on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your organization” will refer to that organization.
You agree to pay to Azonic Lab any fees for each SpreadCtrl Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that service. Where applicable, you will be billed using the credit card information you provided through your billing management page. You represent and warrant that the credit card information you provide is correct and you will promptly notify the SpreadCtrl team of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online billing management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
Our prices include all taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You do not need to worry about paying Taxes associated with your purchase.
We may change the fees charged to you for the SpreadCtrl Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. The SpreadCtrl team will provide you with advance notice of any change in fees.
Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Services being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with those Services.
In the course of using the SpreadCtrl Services, you may submit data to us (including your personal data and the personal data of others) or third parties may submit data to you through the Services (all of the above will be referred to as your “Data”). We know that by giving us your Data, you are trusting us to treat it appropriately. Our Privacy Policy details how we treat your Data and we agree to adhere to the Privacy Policy. You in turn agree that we may use and share your Data in accordance with the Privacy Policy and applicable data protection laws. You also agree that you are responsible for notifying these third parties who submit data to you through our Services about the Privacy Policy.
We will treat your Data as confidential information and only use and disclose it in accordance with these Terms (including the Privacy Policy). However, your Data are not regarded as confidential information if such Data: (a) is or becomes public (other than through breach of these Terms by using SpreadCtrl Services); (b) was lawfully known to us before receiving it from you; (c) is received by us from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by us without reference to your data. We may disclose your Data when required by law or legal process, but only after we, if permitted by law, use commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
We will store and process your Data in a manner consistent with industry security standards. We have implemented appropriate technical, enterprise wide, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Data and to mitigate the risk of unauthorized access to or use of your Data.
You retain ownership of all of your intellectual property rights in your Data. We do not claim ownership over any of your Data. These Terms do not grant us any licenses or rights to your Data except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
You grant us a national wide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Data, but only for the limited purposes of providing the Services to you and as otherwise permitted by the Privacy Policy. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Data and any residual backup copies of your Data made in the ordinary course of our business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide the SpreadCtrl team with feedback about the Services, we may use your feedback without any obligation to you.
We may identify you (by name and logo) as a SpreadCtrl Services customer on SpreadCtrl’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
We responds to notices of alleged copyright infringement in accordance with the Canada Copyright Act. If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify the SpreadCtrl team for claims of copyright infringement.
We respects the intellectual property rights of others, and we expect our users to do the same. If you believe a SpreadCtrl user is infringing upon your intellectual property rights, you may report it to our customer support.
Neither these Terms nor your use of SpreadCtrl Services grants you ownership in the Services or the data you access through the Services (other than your Data).
If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.
The Services display content provided by others that is not owned by us. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Data and you must ensure that you have all the rights and permissions needed to use those Data in connection with the Services. We are not responsible for any actions you take with respect to your Data, including sharing them publicly. Please do not use data from the Services unless you have first obtained the permission of their owner, or are otherwise authorized by law to do so.
You acknowledge that, in order to ensure compliance with legal obligations, we may be required to review certain data submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display data that we believe violates the law or these Terms. However, we otherwise have no obligation to monitor or review any data submitted to the Services.
We may publish links in SpreadCtrl Services to internet websites maintained by third parties. We do not represent that it has reviewed such third-party websites and is not responsible for them or any data appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
If you have been issued a SpreadCtrl account in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not us, are responsible for any activity occurring in your account (other than activity that we are directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify the SpreadCtrl team immediately. Accounts may not be shared and may only be used by one individual per account.
The SpreadCtrl team occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
You are responsible for maintaining, protecting, and making backups of your Data. To the extent permitted by applicable law, we will not be liable for any failure to store, or for loss or corruption of, your Data.
We may terminate your SpreadCtrl account and delete any data contained in it if there is no account activity (such as a log in event or payment) for over 3 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
We may review your use of the Services and your data to help you to more effectively use the Services, including by providing reporting and usage insight.
If you are an individual, you may only use the Services if you have the power to form a contract with us. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
“Minors” are individuals under the age of 18 (or a higher age as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.
You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by Canada or other applicable law from receiving the Services, or are the Listed Person/Entity under United Nations Act (UNSC), the Special Economic Measures Act, or the Justice for Victims of Corrupt Foreign Official Act, you/your organization are/is not permitted to purchase any SpreadCtrl Services from us. You will ensure that: (a) your end users do not use the Services in violation of any export restriction or embargo by Canada; and (b) you do not provide access to the Services to persons or entities on any of the above lists.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
You are responsible for your conduct, Data, and communications with others while using the Services. You must comply with the following requirements when using the Services:
You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of data you collected through use of the Services. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Services, collected data, and/or downloaded your data unless the termination is due to our material, uncured breach or a refund is required by law.
We may terminate your SpreadCtrl Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. We may terminate your SpreadCtrl Subscription for any reason by providing at least 60 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. We may suspend performance or terminate your SpreadCtrl Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after the SpreadCtrl team has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, we may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Data from that Service. However, there may be time sensitive situations where we may decide that we need to take immediate action without notice. We will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. We have no obligation to retain your Data upon termination of the Services.
If we stop providing the Services to you because you repeatedly or egregiously breach these Terms, We may take measures to prevent the further use of the Services by you, including blocking your IP address.
We may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the SpreadCtrl website. If an amendment is material, as determined in our sole discretion, the SpreadCtrl team will notify you by email. Notice of amendments may also be posted upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require us to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the Terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
We constantly change and improve the Services. We may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. We may also limit, suspend, or discontinue a Service provided to you at its discretion. If we discontinue a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Data from that Service. We may remove data from the Services it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
While it is in our interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. Except as expressly provided in these terms and to the extent permitted by applicable law, the services and any guidance or recommendations therein are provided “as is” and we do not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, and non-infringement or any representations regarding availability, reliability, or accuracy of the Services.
To the extent permitted by applicable law, Azonic Lab, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for (a) any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, or (b) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), arising out of or in connection with the Services and these terms, and whether based on contract, tort, strict liability, or any other legal theory, even if SpreadCtrl Services have been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
To the extent permitted by applicable law, the aggregate liability of each of Azonic Lab, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the Services and these terms will not exceed the lesser of: (a) the amounts paid by you to us for use of the Services at issue during the 3 months prior to the event giving rise to the liability; and (b) CAD$100.00.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
If you are a business, you will indemnify and hold harmless Azonic Lab and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third-party claim regarding or in connection with you or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
Unless otherwise noted, the Services are provided by, and you are contracting with, Azonic Lab Ltd. inside of Canada.
For any Service branded as SpreadCtrl provided by Azonic Lab, the following provisions will apply to any terms governing that Service:
Contracting Entity. References to “Azonic Lab”, “we”, “us”, and “our” are references to Azonic Lab Ltd., located at B10182-800 STEELES AVE W THORNHILL ON L4J 7L2.
Governing Law. Those terms are governed by the laws of Canada (without regard to its conflict of laws provisions).
Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the provincial courts located in Toronto Ontario, and the federal courts located in Ottawa Ontario with respect to the subject matter of those terms.
You may not assign these Terms without our prior written consent, which may be withheld in our sole discretion. We may assign these Terms at any time without notice to you.
These Terms constitute the entire agreement between you and Azonic Lab, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
The relationship between you and Azonic Lab is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
There are no third-party beneficiaries to these Terms.
The following sections will survive the termination of these Terms: 1, 2, 3.2, 9, 11, 12, 13, and 14.
These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
The following amendments automatically apply to you upon acceptance of these Terms if you are one of the types of entities identified below:
One account per type per person. You may only have one active SpreadCtrl account per type at any time. For example, you can have one Manager account and one Staff account. Multiple Manager accounts or multiple Staff accounts for any person may be terminated by us.
Your Content. In the course of using the SpreadCtrl Services, you may create certain questionnaires, capacity limits, and location codes (collectively, the “Your Content”) and load or post Your Content into SpreadCtrl for other users. By making Your Content available on SpreadCtrl, you grant to us a national wide, irrevocable, perpetual, royalty-free, transferable and sub-licensable, non-exclusive right to use, copy, modify, distribute, display, perform, create derivative works and exploit Your Content in connection with our operation.