Last updated: June 15, 2020.
Axiom Innovations Inc. and our licensor Axiom Innovations, “we”, “us” and terms of similar meaning) provide the Services, including access to the Application subject to the terms and conditions of use (these “Terms”). An updated copy will be available through the Application.
Please read through these Terms carefully before using the Application. By accepting these Terms, either by clicking a box indicating your acceptance, or if you otherwise use the Services, you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference into these Terms. The date on which you accept the Terms or begin using the Services will be the Date of Acceptance. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, and its brokers, agents, employees and affiliates to these Terms, in which case, the terms “you” or “your” shall refer to such entity and its brokers, agents, employees and affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.
1 – DEFINITIONS
2 – THE SERVICES
Scarlett Network is a proprietary software product that among other functionalities, allows a brokerage and/or its agents to receive and process mortgage applications, communicate with clients, manage deal flow of a transaction, perform e-mail and digital marketing, build and deploy websites, process compliance and payroll, task management and provide document management, as such product may evolve over time. Scarlett Network is owned and operated by Axiom Innovations Inc. The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.
4 – REGISTRATION DATA; ACCOUNT SECURITY
To use the Services, you must register for an account or be assigned an account by your company’s administrator (“User Account”). Upon registering a User Account or logging into your assigned User Account for the first time, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Application (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Application, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Application. You are responsible for all activity on your Application account, including the activity performed on the Application through your User Account by an agent, representative, employee, or any other person acting on your behalf.
5 – FEES, CHARGES, TAXES
Axiom Innovations Inc. provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, provided to you in confidence by Axiom Innovations and incorporated here by reference.
We reserve the right to revise our Fees at any time. Increases in or the introduction of new Fees will be subject to a thirty (30) day notice period to you. For greater certainty, notification is not required for fee changes made in accordance with pre-determined fee schedules.
In addition to the Fees, you are also responsible for any penalties or fines imposed on you or us by any third parties including financial services providers resulting from your use of Scarlett Network in a manner not permitted by this Agreement or a financial services provider’s rules and regulations.
You are also obligated to pay all taxes, fees and other charges (“Taxes”) imposed by any governmental authority, including without limitation any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
6 – LICENSE TO USE SERVICES AND LICENSE RESTRICTIONS
6.1 – Provision of Services. Subject to your compliance with this Agreement (including the payment of all applicable fees), we will make the Services available to you on a non-exclusive, limited basis during the Term.
6.2 – Usage Restrictions. You will not (a) make the Services available to, or use the Services for the benefit of, anyone other than you, your company’s brokers, agents and Affiliates; (b) make or distribute copies of the Services, sell, resell, license, sublicense, distribute, rent or lease the Services (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services in a manner that breaches the rights of any third party, any contract or legal duty or violate any applicable laws or regulations, (e) use the Services to store or transmit viruses or other malicious software code, (f) interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein, (g) attempt to gain unauthorized access to the Services or its related systems or networks, (h) share your password or other access credentials with anyone, or permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, (i) copy the Services or any part, feature, function or user interface thereof, (j) copy Content except as permitted herein, (k) frame or mirror any part of the Services unless expressly provided as an embed code, or as permitted in the Documentation, (l) access or use the Services in order to build a competitive product or service, (m) reverse engineer the Services, (n) remove or modify any copyright, trademark or other proprietary notices that have been placed on the Services, (o) use the Services or Content other than for its intended purposes, or (p) use the Services to modify or create derivative works based on the Services or Content. In addition, unless you obtain our prior written consent, you may not access or use Services if you are our direct competitor, or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.
6.3 – Your Responsibilities. You will (a) be responsible for Your compliance with this Agreement, including compliance with all license and usage restrictions set forth in this Agreement or the Documentation, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired and imported Your Data, (c) keep Your password and other access credentials confidential, and use commercially reasonable efforts to prevent unauthorized access to or use of the Services or any Content, and notify Us promptly of any such unauthorized access or use, (d) use Services only in accordance with the Documentation and applicable laws and government regulations, (e) strictly comply with Privacy Laws, CASL and any other applicable laws and regulations, and (f) monitor and maintain any automated aspects of the Services to ensure compliance with Your responsibilities under this Agreement.
6.4 – User Content. User Content is any data or content inputted into Scarlett Network generated by a User. You acknowledge that the User is the sole and exclusive owner of the User Content and that you have no right or interest in the User Content. Axiom Innovations has a non-exclusive, royalty-free, non-transferable, limited right to use any User Content provided to Axiom Innovations solely to perform the Services.
7 – OUR PROPRIETARY RIGHTS
7.1 – Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and the Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2 – License to Content. We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to access and use the Content, solely to the extent reasonably required in connection with Your permitted use of the Services. You may make a reasonable number of copies of the Content for Your own internal purposes, but will treat these copies as Our confidential information.
7.3 – Feedback. You are not required to provide any feedback or suggestions relating to the Services. If You choose to provide any feedback or suggestions relating to the Services, you acknowledge and agree that We will have an unrestricted, perpetual, worldwide right to use such feedback and suggestions, without any obligation to obtain consent from You, provide attribution to You, or make any payment to You.
8 – YOUR DATA
8.1 – Ownership of Your Data. We acknowledge that You or Your customers own Your Data, and We claim no rights to Your Data other than any rights granted in this Agreement or any other agreement between Us and You (or between Us and the customer to whom any Customer Data relates).
8.2 – License to Your Data. You grant Us and Our licensors and Affiliates a worldwide, non-exclusive, limited license to access, host, copy, transmit, modify and display Your Data for the purpose of (a) providing the Services to You, Your company’s brokers, agents and Affiliates in accordance with this Agreement, (b) providing other services to You, Your company’s brokers, agents and Affiliates, and (c) improving and developing the Services and our other products and services. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data. You acknowledge that We and our licensors may sublicense these rights to Our Third Party Providers for the purpose of allowing them to provide services to Us.
9 – CONFIDENTIALITY
9.1 – Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Application, the Services, the Documentation, the Content and the terms and conditions of this Agreement. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) is independently developed by the Receiving Party.
9.2 – Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
9.3 – Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.
10 – REPRESENTATIONS, WARRANTIES, DISCLAIMERS AND INDEMNITIES
10.1 – Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
10.2 – Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, AND WE MAKE NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED AND STATUTORY REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. WE DO NOT WARRANT THAT THE SERVICES ARE ERROR FREE OR THAT YOU OR ANYONE ELSE WILL BE ABLE TO ACCESS OR USE THE SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT THE SERVICES ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION. EXCEPT IN THE EVENT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WE WILL NOT BE LIABLE FOR DAMAGES ARISING FROM ANY BREACH OF, UNAUTHORIZED ACCESS TO, MISUSE OF, LOSS OF, CORRUPTION OF, OR INTRUSION INTO, YOUR DATA.
10.3 – Limitation of Liability. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.4 – Indemnification. You will defend Us against any third party claim, demand, suit or proceeding made or brought against Us (a) by one of your customers (except to the extent the claim arises from our breach of this Agreement or our gross negligence or wilful misconduct), (b) that arises from any breach of this Agreement by You or any inaccuracy in any representation or warranty made by You, or (c) that alleges that Your Data, or Your use of the Services or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law. You will indemnify and hold Us harmless from any damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from such a claim, demand, suit or proceeding.
11 – TERM ANDTERMINATION
11.1 – Term. These Terms shall be effective from the Date of Acceptance until terminated as set out below.
11.2 – Termination by us. We may terminate these Terms without cause and without prior notice if we choose to discontinue the Services in whole or in part. We may also terminate these Terms if you materially breach these terms.
11.3 – Termination by you. You may terminate these Terms without cause at any time by ceasing to use the Services. If you begin using the Services again, these Terms will apply.
12 – COMMUNICATION
12.1 – Notice. Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 13.7 below) may be provided in any reasonable manner including any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice on the Application. It is your responsibility to periodically review the Application for notices.
13 – MISCELLANESOUS
13.1 – Severability. If any term of this Agreement is invalid or not enforceable, it will not affect any other terms.
13.2 – Assignment. You may not assign or transfer any of your rights under this Agreement, by operation of law or otherwise, without Our prior written approval. Any attempt by You to assign or transfer any of your rights under this Agreement, without such consent, will not be effective. We may assign or transfer this Agreement, in our sole discretion, without restriction.
13.3 – Waiver. A failure by a party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representatives of the party granting such waiver. Except as expressly specified in this Agreement, any remedies specified in this Agreement will not limit any other remedies that may be available.
13.4 – Governing Law. This Agreement is subject to the laws of the province of Ontario, Canada, without giving effect to conflicts of laws principles. The Parties hereby submit to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement (it being understood that the foregoing will not affect Our rights to seek injunctive relief in any other jurisdiction, or to enforce any payment obligation in any other jurisdiction).
13.6 – English Language. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
13.7 – Modification of Terms. We may modify these Terms at any time. If we do so, we will post the modification on Our website or via the Application, or provide You with notice of the modification. We will also update the “Last updated” date at the top of this document. You are responsible for checking these Terms whenever you access or use the Application. By continuing to access or use the Services, You are indicating that You agree to be bound by the modified terms. If the modified terms are not acceptable to You, You must stop accessing and using the Services.
14 – QUESTIONS AND COMMENTS
If you have any questions regarding these Terms or your use of the services, please contact us here:
Axiom Innovations Inc.
Last update: June 15, 2020