Terms & Conditions

Welcome to OptiSolve!

By User clicking “Accept” or by submitting electronic or hard copy(ies) of any Order Form to Optisolve Ltd. (“Optisolve”, “us”, “we”, “our”) by way of email or other transmission method or by using the Optisolve Offering as a Master Administrator or as a Permitted User of a Customer, you agree to be bound by: (a) the customer agreement entered into by you or the entity who ordered the Optisolve Offering (as amended, supplemented, updated or otherwise modified from time to time, the “Customer Agreement”);  and (b) the following terms of use (the “Terms of Use”) as updated from time to time in accordance with Section 5.

The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the Optisolve Offering (“use” or “using” in these Terms of Use will mean any of the foregoing).

All capitalized terms used but are not defined herein shall have the meaning given to it in the Customer Agreement.

1) Access to the Optisolve Offering

You agree that these Terms of Use will govern your access to and use of:

(a) our website located at www.optisolve.net, including all associated subdomains (collectively, the “Optisolve Website”);

(b) any mobile device software provided by us to you, including our mobile application titled Optisolve SAVI (the “Optisolve Mobile Application”);

(c) our cloud- based quality management system titled Optisolve SAVI (“SAVI”);

(d) any text, pictures, media, data, information and other materials or content (collectively, the “Content”) contained on or provided through the foregoing (a) through (c);

(e) our surface imaging device titled Optisolve Pathfinder (“Pathfinder”); and

(f) all other Content, products or services provided by us to you (such as Professional Consulting Services) as more particularly described in the Customer Agreement, on the Optisolve Website and the Optisolve Mobile Application (collectively, the “Optisolve Offering”).

Subject to your agreement to comply with the Customer Agreement and these Terms of Use, you may access and use the Optisolve Offering in accordance with any documentation or guidelines we make available to you.   If you do not agree to be bound by these Terms of Use, the Customer Agreement, or other referenced agreements or documentation, you must cease to access or use the Optisolve Offering.

2. Ownership of the Optisolve Offering

(a) Optisolve (or its third party suppliers and licensors) retains all rights, title and interest, including ownership and intellectual property rights in and to:

(i) the Optisolve Offering,

(ii) all Processed Media (as defined in Section 3 below),

(iii) anything developed or delivered by or on behalf of Optisolve and/or all other materials provided by Optisolve to you under the Customer Agreement or the Order Form(s), and

(iv) any modifications, improvements, updates, adaptation, translation, customization or derivative works to any of the foregoing 2(a)(i) to (iii), will remain the sole property of Optisolve.

(b) The Optisolve Offering and all materials provided by us hereunder are made available or licensed on a non-exclusive basis, and are not “sold” to you.

(c) All rights not expressly granted to you in the Customer Agreement and these Terms of Use are reserved by Optisolve.

(d) You acknowledge that the Optisolve Offering, its proprietary applications, and its structure and organization constitute valuable trade secrets of Optisolve and its third party suppliers and licensors.

3) License to the Raw Media

You grant to Optisolve a worldwide, irrevocable, perpetual, transferrable and sublicensable right and license to use, copy, process and Modify any photographs, pictures, images, videos or other media (“Raw Media”, and Raw Media that have been processed or Modified, “Processed Media”) captured using the Pathfinder in order to: (i) make available the Optisolve Offering to you; (ii) perform its obligations under these Terms of Use, (iii) develop and enhance the Optisolve Offering; and (iv) generate Processed Media.

4) License to the Optisolve Mobile Application

Subject to the Customer Agreement and these Terms of Use, we grant you a revocable non-exclusive, non-transferable, non-sublicensable and non-licensable during the Term to use the Optisolve Mobile Application in accordance with these Terms of Use.

5) Changes to these Terms of Use and the Optisolve Offering

(a) Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time, without notice, by posting a new version to the Optisolve Website. We may also, without notice, update the “Last Updated” date at the top of these Terms of Use. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Optisolve Offering. It is your obligation to monitor the Optisolve Website for any such changes. Your continued access to or use of the Optisolve Offering after any changes to these Terms of Use indicates your acceptance of such changes.

(b) We reserve the right to change the Optisolve Offering at any time, without notice. You are required to accept all patches, bug fixes, and updates made by or on behalf of Optisolve to SAVI. We may, at our discretion and without notice, suspend your access to or use of the Optisolve Offering or any component thereof: (i) for scheduled maintenance; (ii) if you violate or breach any provision of the Customer Agreement and/or these Terms of Use; (iii) to address any emergency security concerns; and/or (iv) User’s failure to pay the Fees when due.

6) User Account

(a) In order to use the Optisolve Offering, you will be required to successfully sign up for a user account using the available interfaces of the Optisolve Offering and select a username and password login credentials (the “User Account”). You will keep your User Account secure and will not grant access to or otherwise share your User Account with any other person.

(b) You must monitor and control all activity conducted through the User Account in connection with the Optisolve Offering and promptly notify us if you become aware of, or reasonably suspect, a security breach involving the User Account, including any loss, theft or unauthorized disclosure or use of the User Account. You agree to promptly notify us of any actual or suspected unauthorized use of Optisolve SAVI.

(c) You must provide us with true, accurate, current and complete information for the User Account. If we believe or suspect that your information is not true, accurate, current or complete, we may, without notice, deny or terminate your access to the Optisolve Offering.

(d) We reserve the right, in our sole discretion, to disable, deactivate, or replace your User Account at any time without notice. If we disable access to the User Account, you may be prevented from accessing the Optisolve Offering (or any portion thereof).

(e) You must not use anyone else’s user account at any time, without the permission of the user account holder, or attempt, in any manner, to obtain the account or other security information from any other user.

7) Conditions of Use

You will not, and will not attempt to:

(a) use or access SAVI in a manner that threatens the security or functionality of SAVI, or for any purpose or in any manner not expressly permitted by Optisolve;

(b) use the Optisolve Offering for the purpose of building a similar or competitive product or service;

(c) attempt to gain unauthorized access to the Optisolve Offering, or bypass any measures we may use to prevent or restrict access to the Optisolve Offering;

(d) use SAVI to permit timesharing, service bureau use or commercially exploit SAVI;

(e) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Optisolve Offering (e.g., a denial of service attack);

(f) copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Optisolve Offering or any part thereof or otherwise attempt to discover any source code;

(g) use or develop any third-party applications that interact with the Optisolve Offering, Content or other information contained on the Optisolve Offering, without our prior written consent;

(h) mirror or frame the Optisolve Offering or any Content;

(i) use SAVI to create, collect, transmit, store, use or process any Customer Data:

i. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

ii. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or

iii. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

(j) perform any vulnerability, penetration, or similar testing of SAVI;

(k) remove or obscure any proprietary notices or labels on SAVI, including brand, copyright, trademark and patent or patent pending notices;

(l) authorize, permit, enable, induce or encourage any third party to do any of the restrictions above;

(m) in any manner violate any applicable federal, provincial, local, or international law or regulation including, any laws regarding patent, trademark, trade secret or copyright;

(n) sub-license, sell, rent, lend, lease or distribute SAVI or any intellectual property rights therein or otherwise make SAVI available to others;

(o) alter, Modify, or damage the Pathfinder;

(p) relocate the Pathfinder outside of the location where Customer intends to use the Pathfinder as set out in Schedule “B” of the Customer Agreement without prior written notice to Optisolve;

(q) make or publish any false or misleading representations, warranties, or guarantees regarding the Optisolve Offering;

(r) develop, market, promote, solicit orders for, offer for sale or license, or distribute in any manner, directly or indirectly, any product or offering which is competitive with the Optisolve Offering, unless Optisolve has given its express prior written consent (which Optisolve may grant or withhold in its sole discretion); and

(s) without the prior written consent of Optisolve, adopt, use, or attempt to register any trade-marks or trade names that are confusingly similar to the Optisolve Marks or in such a way as to create combination marks with the Optisolve Marks.

You will:

(t) use the Pathfinder in accordance with any instruction manuals or guidelines made available by Optisolve from time to time;

(u) use commercially reasonable efforts to ensure that each location where Customer intends to use the Pathfinder and SAVI: (A) has sufficient internet connectivity available on a continuous basis, with all such costs to be borne by Customer; and (B) permits Customer’s use of the Pathfinder and SAVI. For greater certainty, Customer is responsible for obtaining any required approvals, permissions or consents in order to use the Pathfinder at Customer’s desired location;

(v) assumes all risks of loss or damage to the Pathfinder whether the Pathfinder is owned by Optisolve or the Customer;

(w) ensure that only logos, content or information provided or approved by Optisolve are permitted on the Pathfinder;

(x) promptly report to Optisolve any technical issues with respect to the Pathfinder, and work with an Optisolve technician to perform basic troubleshooting to resolve the issue;

(y) accurately translate, if needed for its Permitted Users, at Customer’s expense, and Optisolve marketing and user materials into any language other than originally provided by Optisolve;

(z) use the Optisolve Offering only with the consumables required by Optisolve (e.g., the Optisolve Consumables); and

(aa) provide Optisolve with samples of all products and materials that contain the Optisolve Marks prior to their public use, distribution, or display for Optisolve’s quality assurance purposes and will obtain Optisolve’s written approval before such use, distribution, or display.

8) Privacy

(a) You acknowledge that you have carefully reviewed and understand our current privacy policy, available at https://optisolve.net/privacy-policy/, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”).

(b) You agree to Optisolve’s access, use, collection, storage, and disclosure of your Personal Information for the purposes authorized under the Customer Agreement. You understand that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Optisolve’s privacy policy located at https://optisolve.net/privacy- policy/ or available upon request.

9) Third Party Content, Websites or Services

The Optisolve Offering may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Optisolve Offering from third party systems. Optisolve does not endorse any third party content, websites, services, products or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, products, services, or systems are not under Optisolve’s control, and if you choose to access, use or purchase any such content, websites, products, services or to access the Optisolve Offering from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

10) Disclaimer

(a) YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE OPTISOLVE OFFERING IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE OPTISOLVE OFFERING WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE OPTISOLVE OFFERING IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE OPTISOLVE OFFERING.

(b) YOU ACKNOWLEDGE AND AGREE THAT, BEFORE USING THE OPTISOLVE OFFERING, YOU WILL CAREFULLY READ ANY INSTRUCTIONS WE MAY PROVIDE TO YOU REGARDING THE USE OF THE OPTISOLVE OFFERING, AND YOU WILL FOLLOW SUCH INSTRUCTIONS WHEN USING THE OPTISOLVE OFFERING. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE OPTISOLVE OFFERING IS NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE OR REPLACEMENT FOR YOUR OWN GOOD JUDGMENT REGARDING HEALTH AND SAFETY.

(c) YOU ACKNOWLEDGE AND AGREE THAT THE PATHFINDER AND RELATED PRODUCTS ARE SPECIFICALLY DESIGNED AS A TOOL TO DETECT AND LOCATE ORGANIC CONTAMINATION ONLY; THEY ARE NOT DESIGNED TO MEASURE THE QUANTUM OF BACTERIAL LOAD OR THEIR COLONY FORMING UNITS (CFU) LEVELS. ADDITIONALLY, THE PATHFINDER AND RELATED PRODUCTS WILL NOT BE USED TO VALIDATE THE EFFICACY OF ANY CLEANING OR DISINFECTING PRODUCT CLAIMS DUE TO POTENTIAL INTERFERENCE CAUSED BY THE CHEMISTRY OF SUCH PRODUCTS WITH THE ILLUMINATOR SPRAY AND PATHFINDER TECHNOLOGY.

(d) YOU FURTHER ACKNOWLEDGE THAT PRIOR TO  PURCHASING AND USING THE PATHFINDER AND RELATED PRODUCTS, OPTISOLVE HAS ADVISED YOU AND YOU ARE FULLY AWARE OF THE LIMITATIONS OF PATHFINDER AND THE ILLUMINATOR SPRAY AS NOTED IN SECTION 10(C).  AS SUCH, YOU AS THE USER OF THE PATHFINDER AND RELATED PRODUCTS AGREES TO ASSUME ALL RESPONSIBILITIES FOR THE PROPER USE AND APPLICATION OF THE PATHFINDER AND RELATED PRODUCTS IN ACCORDANCE WITH THEIR INTENDED USE.

11) Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR SHAREHOLDERS, OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; PERSONAL INJURY, PROPERTY DAMAGE FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE OPTISOLVE OFFERING OR THE INABILITY TO MAKE USE OF THE OPTISOLVE OFFERING, OR THESE TERMS; IN EACH CASE REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE OPTISOLVE OFFERING, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE OPTISOLVE OFFERING.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPTISOLVE’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THE CUSTOMER AGREEMENT, THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE OPTISOLVE OFFERING, EXCEED THE LESSER OF: (A) $100USD, AND (B)THE AMOUNT OF FEES PAID BY CUSTOMER TO OPTISOLVE IN THE PRIOR TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS AGAINST OPTISOLVE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT CONTAINED HEREIN.  IN NO EVENT WILL OPTISOLVE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE CUSTOMER AGREEMENT OR THESE TERMS OF USE.

12) Indemnification

(a) Optisolve will: (i) defend Customer against any claims made by an unaffiliated third party that Optisolve’s provision of SAVI infringes its United States or Canadian patent or any copyright or misappropriates any trade secret; and (ii) pay the amount of any resulting adverse final judgment or settlement approved by Optisolve. The foregoing obligations apply only if Optisolve is promptly notified by Customer of any and all threats, claims and proceedings related thereto, is given reasonable assistance by Customer in defending the claim and is given the opportunity to assume sole control over defense and settlement. The foregoing obligations do not apply with respect to portions or components of SAVI: (A) not supplied by Optisolve; (B) made in whole or in part in accordance with Customer specifications; (C) that are Modified after delivery by Optisolve; (D) that are combined with other products, processes, or materials where the alleged infringement relates to such combination; (E) where Customer continues allegedly infringing activity after being notified thereof or after being informed of Modifications that would have avoided the alleged infringement; or (F) where Customer’s use of SAVI is not strictly in accordance with the Customer Agreement. If, due to a claim of infringement, SAVI is held by a court of competent jurisdiction to be, or is believed by Optisolve to be, infringing, Optisolve may, at its option and expense: (1) replace or Modify SAVI to be non-infringing provided that such Modification or replacement contains substantially similar features and functionality; (2) obtain for Customer a license to continue using SAVI; or (3) if neither of the foregoing is commercially practicable, terminate the Customer Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for SAVI.

(b) You will defend, indemnify and hold harmless Optisolve, our affiliates and service providers, and each of their and our respective shareholders, officers, directors, employees, and agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with your:

(i) use (or the use by any third party using your User Account) of the Optisolve Offering;

(ii) breach of any provision of these Terms of Use or any documents referenced herein; and/or

(iii) violation of any law or the rights of a third party, including intellectual property rights.

13) Term and Termination: Survival

(a) The Customer Agreement and these Terms of Use will commence on the day you first acknowledge your acceptance (e.g. by clicking “Accept”) or otherwise access or use the Optisolve Offering and will continue until terminated in accordance with the provisions of these Terms of Use.

(b) At any time, Optisolve may without notice: (i) suspend or terminate your rights to access or use the Optisolve Offering, including suspending or terminating your account; or (ii) terminate the Customer Agreement and these Terms of Use due to User’s failure to pay the Fees when due or if Optisolve, in good faith, believes that you have used the Optisolve Offering in violation of the Customer Agreement and these Terms of Use or have engaged in activity or behavior that Optisolve regards as inappropriate or have engaged in fraudulent activity.

(c) At any time, Customer may terminate the Customer Agreement and these Terms of Use by providing us with written notice of termination, deleting the User Account(s) of any or all Permitted Users and/or the Master Administrator, ceasing use of the Optisolve Offering and uninstalling and deleting the Optisolve Mobile Application. For greater certainty, if you continue to use any portion of the Optisolve Offering after the Customer Agreement and these Terms of Use have been terminated, then the Customer Agreement and these Terms of Use will continue to apply to the extent of such use. 

(d) Upon the suspension or termination of the Customer Agreement and these Terms of Use for any reason, the Customer will have thirty (30) days from the date of suspension or termination to download the Customer Data. If the Customer fails to do so within the given time, then Optisolve may delete all the Customer Data from the Customer’s User Account(s) without any liability or further notice.  You agree that Optisolve will not be responsible for any loss or damage resulting from the suspension or cancellation of your User Account(s) or the deletion of any or all Customer Data upon the suspension or termination of the Customer Agreement and these Terms of Use for any reason.   If you wish to retrieve the Customer Data after the thirty (30) day period, then you agree to pay Optisolve for any fees or costs associated with such retrieval.

(e) The following Sections, together with any other provision of the Customer Agreement and these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Customer Agreement and these Terms of Use, will survive expiration or termination of the Customer Agreement and these Terms of Use for any reason: 2 (Ownership of the Optisolve Offering), 3 (License to the Raw Media), 8 (Privacy),  9 (Third Party Content, Websites or Services), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13(d) (Survival), and 14 (General Provisions).

14) General Provisions

(a) Choice of Law. Except as restricted by applicable law, the Customer Agreement and these Terms of Use shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in all disputes arising out of or relating to the use of the Optisolve Offering. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Customer Agreement or these Terms of Use. This choice of jurisdiction does not prevent Optisolve from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(b) Force Majeure. Under no circumstances will we or our licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, pandemics, endemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

(c) Entire Agreement. The Customer Agreement and these Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Optisolve Offering. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(d) Construction and Interpretation. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative. The term “includes” and “including” mean, respectively, “include without limitation” and “including without limitation”. Headings are for reference purposes only and have no substantive effect.  All capitalized terms used but are not defined herein shall have the meaning given to it in the Customer Agreement.

(e) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(f)u. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(g) Assignment. You will not assign the Customer Agreement or these Terms of Use to any third party without our prior written consent. We may assign the Customer Agreement and these Terms of Use or any rights thereunder to any third party without notice or your consent. Any attempted assignment, subcontract, delegation, or transfer by User in violation of this Section will be null and void. The Customer Agreement and these Terms of Use will be binding upon permitted assignees. The Customer Agreement and these Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(h) Dispute Resolution. If you believe that Optisolve has not adhered to the Customer Agreement or these Terms of Use, please contact Optisolve by emailing us at [email protected]. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

(i) English Language. It is the express wish of the parties that the Customer Agreement and these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.  Es el deseo expreso de las Partes que este Acuerdo y todos los documentos relacionados se redacten en inglés.

15) Apple App Store Additional License Terms

(a) If the Optisolve Mobile Application is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all of the other terms and conditions of these Terms of Use:

(b) The parties acknowledge these Terms of Use are concluded between the parties, and not with Apple. The responsibility for the Optisolve Mobile Application and content thereof is governed by these Terms of Use.

(c) Notwithstanding anything to the contrary hereunder, you may use the Optisolve Mobile Application only on an Apple-branded product that you own or control.

(d) You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Optisolve Mobile Application.

(e) In the event of any failure of the Optisolve Mobile Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Optisolve Mobile Application (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Optisolve Mobile Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use.

(f) Any claim in connection with the Optisolve Mobile Application related to product liability, a failure to conform to applicable legal or regulatory requirements or claims under consumer protection or similar legislation is governed by these Terms of Use, and Apple is not responsible for such claim.

(g) Any third party claim that the Optisolve Mobile Application or your possession and use of the Optisolve Mobile Application infringes that third party’s intellectual property rights will be governed by these Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

(h) You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (ii) listed on any U.S. Government list of prohibited or restricted parties.

(i) You may contact us in writing regarding any notices, questions, complaints or claims with respect to the Optisolve Mobile Application.

Name: Sales Manager
Address: 2060 Fisher Drive, Peterborough, ON K9J 6X6, Canada
Telephone Number: 1-800-481-2207
Email Address: [email protected]

(j) Apple is a third party beneficiary to these Terms of Use and may enforce these Terms of Use against you.

(k) If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet- services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these  Terms of Use was last updated is located at:  http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

Last Updated: 2023-03-21