Terms & Conditions

Welcome to OptiSolve!

By clicking “Accept” or using the Optisolve Offering, you are entering into an
agreement with Optisolve Ltd. (“Optisolve”, “us”, “we”, “our”), under which you will be bound by the
following terms of use (the “Terms of Use”), as updated from time to time in accordance with Section 2. 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). 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 cloudbased 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, as more particularly described on the Optisolve Website and the Optisolve Mobile Application (collectively, the “Optisolve Offering”). If you do not agree to be bound by these Terms of Use, or other referenced agreements or documentation, you must cease to access or use the Optisolve Offering.

Access to the Optisolve Offering

These Terms of Use apply to your access to and use of the Optisolve Offering. Subject to your compliance with these Terms of Use, you may use the Optisolve Offering in accordance with any documentation or guidelines we make available to you.

Changes to these Terms of Use and the Optisolve Offering

  • Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the OptiSolve Website. We may also 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.
  • We reserve the right to change the OptiSolve Offering at any time, without notice. We may, at our discretion, suspend your access to or use of the OptiSolve Offering or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns.

User Account

  • In order to use the OptiSolve Offering, you may 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 ID”). You will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.
  • You must monitor and control all activity conducted through your user account in connection with the OptiSolve Offering and promptly notify us if you become aware of, or reasonably suspect, a security breach involving your user account, including any loss, theft or unauthorized disclosure or use of your User ID.
  • You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the OptiSolve Offering.
  • We reserve the right to disable your User ID at any time in our sole discretion. If we disable access to your User ID, you may be prevented from accessing the OptiSolve Offering (or any portion thereof).
  • You must not use anyone else’s User ID at any time, without the permission of the User ID holder, or attempt, in any manner, to obtain the account or other security information from any other user.

Conditions of Use

You will not, and will not attempt to:

  • in any manner violate any applicable federal, provincial, local, or international law or regulation including, any laws regarding patent, trademark, trade secret or copyright;
  • use the OptiSolve Offering for the purpose of building a similar or competitive product or service;
  • 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;
  • disable, overly burden, impair, or otherwise interfere with servers or networks connected to the OptiSolve Offering (e.g., a denial of service attack);
  • copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the OptiSolve Offering or any part thereof or otherwise attempt to discover any source code;
  • 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;
  • mirror or frame the OptiSolve Offering or any Content; or
  • authorize, permit, enable, induce or encourage any third party to do any of the above.

Privacy

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”).

Ownership of the Optisolve Offering

  • All right, title and interest, including intellectual property rights, in the OptiSolve Offering, all Processed Media (as defined in Section 7 below) and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of OptiSolve.
  • The OptiSolve Offering and all materials provided by us hereunder are made available or licensed, and not “sold” to you.
  • All rights not expressly granted to you in these Terms of Use are reserved by OptiSolve.

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, improve, customize, update, enhance, aggregate, translate, adapt and create derivative works of (“Modify” will mean any of the foregoing) any photographs, pictures, images, videos or other media (such photographs, pictures, images, videos and 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 u

License to the Optisolve Mobile Application

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

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, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under OptiSolve’s control, and if you choose to access any such content, websites, 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.

Disclaimer

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. 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 JUDGEMENT REGARDING HEALTH AND SAFETY.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR 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, PERSONAL INJURY, 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 OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE OPTISOLVE OFFERING, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE OPTISOLVE OFFERING.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE OPTISOLVE OFFERING, EXCEED $100USD. FOR
GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE
WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Indemnification

You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective 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 use (or the use by any third party using your User ID) of the Optisolve Offering;
  • your breach of any provision of these Terms of Use or any documents referenced herein; or
  • your violation of any law or the rights of a third party, including intellectual property rights

Term and Termination: Survival

  • 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 (the “Term”). At any time, OptiSolve may: (i) suspend or terminate your rights to access or use the OptiSolve Offering, including suspending or terminating your account; or (ii) terminate these Terms of Use, including if OptiSolve, in good faith, believes that you have used the OptiSolve Offering in violation of these Terms of Use or have engaged in activity or behavior that OptiSolve regards as inappropriate or have engaged in fraudulent activity. You may terminate these Terms of Use at any time by providing us with written notice, deleting your account, 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 these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.
  • The following Sections, together with any other provision of 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 these Terms of Use, will survive expiration or termination of these Terms of Use for any reason:, 5 (Privacy), 6 (Ownership of the OptiSolve Offering), 7 (License to the Raw Media), 9 (Third Party Content, Websites or Services), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 1(b) (Survival), and 14 (General Provisions).

General Provisions

  • Choice of Law. Except as restricted by applicable law, these Terms of Use will 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 these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
  • 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, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
  • Entire Agreement. 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.
  • 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.
  • 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.
  • Severable. 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.
  • Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
  • Dispute Resolution. If you believe that OptiSolve has not adhered to 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.
  • English Language. It is the express wish of the parties that 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.

Apple App Store Additional License Terms

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:

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

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

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.

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.

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.

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

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

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

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 Agreement (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internetservices/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: 2022-06-20