These Terms of Use form a legally binding contract between PART3 TECHNOLOGIES CORP. ("we", "us" or "Part3") and you to use our website located at part3.io, any related website, or mobile platform controlled by us (collectively, the "Website") and, if applicable, to access our software through the Website (the “Service”).

Please read these Terms of Use carefully. You must agree to these Terms of Use in order to use our Content (defined below) or access our Service. By using any part of our Content or accessing our Service, you agree to be bound by these Terms of Use. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand these Terms of Use, then you shall not use the Website or pay for access to the Service.

These Terms of Use must be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.

1. ACCESS TO THE SERVICE

1. (a) The Website

The “Content” refers to the Website and all intellectual property, data, reports, text, images, sounds, computer code, along with the design and arrangement of such content, contained on the Website. The Content is owned by or licensed to Part3 and is protected by intellectual property law and all other applicable law.

Unless you obtain our or our licensor’s prior written consent, you receive no rights or licenses to the Content other than the limited right to access the Content in accordance with these Terms of Use. Any rights not expressly granted within these Terms are reserved to us, and any unauthorized use of the Content is strictly prohibited.

Unless you pay for the Service, the Content is provided "as-is", and you’re use of the Content is at your sole risk. That means the Content may include bugs that impact your ability to access the Content and/or may impact your business. We are not liable for your access to the Content. The Content is provided on an “as available” basis without any warranty or condition, express, implied or statutory. We do not warrant that your use of the Website will be uninterrupted, secure or error-free.

We reserve the right to alter the Content at any time.

1. (b) The Service

In the event you pay or someone else pays for you (see Payment section below) to access the Software, we will provide you access to the Software through the Website (the “Service”). Please note that we retain all right, title, and interest in and to the Service, including without limitation all software included in and used to provide the Service. These Terms of Use does not grant you any right to reproduce, modify, distribute, or publicly display or perform any software included in the Service or any other right to the Service not specifically set forth in this Agreement or permitted on the Website.

By using the Service, you are confirming that you have determined that the Service is appropriate for your needs. We do not guarantee that the Service meets your needs or that they are suitable for your specific purposes.

We will provide you access to the Service in a professional and workmanlike manner. We will analyze the code used to provide the Service and the Content connected to the Service with industry standard antivirus software and debuggers and will not knowingly deliver to you any virus, bug, malware, software lock, or other disabling devices or any undisclosed code or mechanism for gaining unauthorized access to your systems.

We reserve the right to update the Service at any time. We warrant that our updates to the Service will not materially reduce the level of performance, functionality, or security of the Service during the period in which you pay for the Service.

Otherwise, we hereby disclaim all other warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the Content and the Service.

1. (c) Uploading Your Data

When accessing the Service, you may choose to provide us your data (including any documents, images, or text). We do not review or pre-screen your uploaded data. These Terms of Use do not give us any rights to your uploaded data except for the limited license to allow us to offer you the Service.

1. (d) Your Account for the Service

In order to access the Service, you must create an account. Information you submit to create an account is subject to our Privacy Policy, which is available for review on our Website, and which you are required to approve before creating an account. The Privacy Policy also dictates how to terminate your account and how you can access, amend, or delete your personal information from our servers.

Additionally, the terms governing the features and capabilities of your account can be found on the Website.

1. (e) Access and Use Limitations

You agree to use the Content and access the Service in compliance with these Terms of Use and applicable law. Depending on your Subscription Plan (defined below), your access to the Service may be constrained by usage limits.

You shall not directly or indirectly, and will cause each person under your direct or indirect control not to:

1. i. copy, use, post, publish, display, transmit or duplicate the Content or Service without our express written consent;

2. ii. sell, rent, lease, host, sub-license or make the Content or Service available under any consulting, time sharing, outsourcing, service bureau, loan, rental, lease or any other arrangement;

3. iii. use, modify, copy, link, translate or attempt to reverse engineer or decompile the Content or Service or any related software code;

4. iv. use the Content or Software in any manner for spamming, sending chain letters, junk mail, or using a distribution list to communicate with a person who has not given you specific permission to contact them in such a manner;

5. v. use the Content or Service to display, transmit, or otherwise provide access to any unlawful, infringing, libelous, obscene or harassing content of any kind;

6. vi. send or store any data containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

7. vii. interfere with or disrupt the integrity or performance of the Content or Service or the data contained therein;

8. viii. attempt to gain unauthorized access to the Content or Service or their related systems or networks; or,

9. ix. make account login IDs or passwords available to any third party.

1. (f) Age Restrictions

If you are under the age of 18, you are permitted to use the Content and access and Service, but you shall not submit any personal information that may be used to identify you. If you are under the age of 13, you shall only use the Content and access the Service while under the direct supervision of a parent or guardian. Regardless of your age, you shall not submit the personal information of anyone under the age of 18.

2. PAYMENT

If you wish to access our Service, you will be required to select a Subscription Plan and provide Part3 information regarding your credit card or other payment instrument. The terms governing the fee, including its frequency and amount, can be found on the Website (the “Subscription Plan”) or are available upon request. Such Subscription Plan may include usage limits for you. The Subscription Plan also may have the option to prepay for your access to the Service before it begins or to receive an invoice for payment after your access of the Service has begun.

To the extent your access of the Service exceeds the usage limits provided for in your Subscription Plan, you were not invoiced for services rendered, or you missed any payments due on your account, Part3 reserves the right to recover such fees and charge you standard and overage fees for any such regular and excessive use.

You represent and warrant to Part3 that any payment information you provide is true and that you are authorized to use the payment instrument. You will promptly inform Part3 with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Part3 the amount that is specified in the Subscription Plan in accordance with the terms of such Plan and these Terms of Use. If applicable, you hereby authorize Part3 to bill your payment instrument in advance of receipt of any Service on a periodic basis in accordance with the terms of the applicable Subscription Plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let Part3 know in writing within 60 days after the date that Part3 invoices you.

We reserve the right to change our fees. If we change our fees, the Subscription Plan, or any applicable usage limits, Part3 will provide notice of the change on the Website or in an email to you, at Part3's sole discretion, at least 30 days before the change is to take effect. Your continued access to the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

Your failure to provide payment in accordance with your Subscription Plan on a timely basis shall afford Part3 the right to terminate your access to the Service. All fees are non-refundable and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Part3 incurs collecting late amounts.

3. TERMINATION OF SERVICE

You may cancel and terminate access to the Service at any time in accordance with the terms and policies posted on the Website.

4. EXCLUSION AND LIMITATION OF LIABILITY

In no event will we have any liability to you for any lost profits or revenues or for any indirect, special, incidental, consequential, aggravated, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable.

Except for our data-protection obligations, our cumulative liability to you for all claims arising from these Terms of Use, including, without limitation, any cause of action sounding in contract, tort (including without limitation, negligence or strict liability), by statute, other legal theory, or otherwise howsoever arising, will not exceed $100 or the fees you have paid to us in the 12-month period preceding the date of the claim, whichever is greater.

Our cumulative liability to you for all claims arising from our breach to our data-protection obligations (discussed below in Information Security Program and Security Breaches) arising from these Terms of Use will not exceed the amount of available insurance under our cyber liability insurance limits.

5. MUTUAL INDEMNIFICATION

We agree to indemnify and defend you and your respective officers, directors, employees, contractors, agents, representatives, successors and assigns from and against any losses, costs (including reasonable legal fees) or damages actually incurred by you to the extent arising out of a direct infringement claim by any third party that your access to the Service in compliance with these Terms of Use directly infringes such third party’s patents, or infringes or misappropriates, as applicable, such third party’s patent, copyright, trade secret or other intellectual property or proprietary rights under applicable laws of any jurisdiction in which the Service is provided or delivered, provided that you promptly notify us in writing of the claim, cooperate with us, and allow us sole authority to control the defence and settlement of such claim. If such a claim is made or appears possible, we will, at our sole discretion, enable you to continue to access the Service, or modify or replace any such infringing material to make it non-infringing. If we determine that none of these alternatives is reasonably available, you must, upon written request from us, cease use of or access to such materials as are the subject of the infringement claim.

However, our obligation to indemnify and defend you will not apply if you are in breach of these Terms of Use or if the alleged direct infringement arises from:

1. (a) your modification of the Service, but only if infringement would not have occurred absent such modification;

2. (b) your combination, operation or access to the Service with other software, hardware or technology not provided or recommended by us, but only if infringement would not have occurred absent such combination, operation or use;

3. (c) your access to a superseded or altered release of the Service, if such infringement would have been avoided by the access to a then-current release of the Service, as applicable, and if such then-current release has been made available to you; or

4. (d) our compliance with your requests.

You must defend and indemnify us and our respective officers, directors, employees, contractors, agents, representatives, successors and assigns for any losses, costs (including reasonable legal fees) or damages incurred for:

1. (a) any claim by any third party that arises from or is related to (i) your breach of these Terms of Use or any policy on our Website; (ii) your access to the Service in combination with other technology not provided or recommended by us; or (iii) our compliance with your requests; and,

2. (b) any loss of data, security breach, fraud or introduction of malware, viruses or malicious code to the Service arising from your access to the Service.

Both our obligation to indemnify and defend each other has a monetary limit. Neither you nor us is required to spend more than $250,000 CDN pursuant to our indemnity obligations, including, without limitation, on court fees, attorneys’ fees, settlements, judgments, and reimbursement of costs.

6. INFORMATION SECURITY PROGRAM AND SECURITY BREACHES

In order to protect your security when you access our Service, we have implemented appropriate technical and organizational measures to protect the personal information you give us against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. We encrypt the personal information using industry standard encryption tools, whether in transit or at rest, and we will safeguard the security and confidentiality of all encryption keys associated with encrypted personal information.

However, please note that your security may be compromised if you share your usernames and passwords. It is your sole responsibility to ensure that all usernames and passwords used to access the Service are kept secure and confidential. You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security.

We will investigate all breaches of security of our Content or Service, and in the event of a breach and we are obliged by applicable law to notify you, we will notify you in writing in accordance with applicable law, and we will provide information regarding the nature and scope of the data security breach.

7. COMPLIANCE WITH LAWS

You represent and warrant that:

1. (a) You have the authority to bind yourself to these Terms of Use;

2. (b) Your use of the Content or access to the Service will be solely for purposes that are permitted by these Terms of Use;

3. (c) Your use of the Content or access to the Service will not infringe or misappropriate the confidentiality or intellectual property rights of any third party; and,

4. (d) Your use of the Content or access to the Service will comply with all applicable laws, rules and regulations, and with all policies posted on the Website.

You must only use the Content or access to the Service for your own lawful purposes, in accordance with these Terms of Use and any notice, policy or condition posted on the Website. You may use the Content or access to the Service on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all these Terms of Use.

8. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use and any use of the Content or access to the Service shall be governed by, and construed in accordance with, Ontario law.

If any claim, dispute or controversy occurs between us and you relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either you or us. Arbitration shall be held in Ontario, unless otherwise agreed by the parties. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

9. GENERAL TERMS

1. (a) AMENDING THESE TERMS OF USE

These Terms of Use may be amended from time to time. We reserve the right to amend these Terms of Use at any time, and any amended Terms of Use are effective upon posting to the Website. We will notify you of amendments to these Terms of Use either via email or through notifications on the Website. Your continued use of the Content will be deemed to be immediate and unconditional acceptance of any amended Terms of Use.

If the event you pay to access the Service, you may, within 10 days of receipt of the notice, advise us of if you object to the change. If you object, then we will work together to resolve the grounds for objection. If resolution is not possible, then either you or us could terminate these Terms of Use as it relates to your access to the Service. If you do not object within those 10 days, then you waive any objections to the amendment. In the event you had prepaid for access to the Service, you will be issued a pro-rated refund for the access to the Service you did not receive. In the event you pay after access has been given to you, we will issue you a pro-rata invoice charging you the fee for the days in which you had access.

1. (b) ASSIGNMENT

Neither these Terms of Use nor any obligations or rights arising under it may be assigned or transferred by either you or us, by operation of law, merger or otherwise, to any third party without the other’s prior written consent, which will not be unreasonably withheld, except that either Party may freely assign its rights under the Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets or business.

1. (c) NO WAIVER

No waiver of a provision, right or remedy of this Agreement shall operate as a waiver of any other provision, right or remedy or the same provision, right or remedy on a future occasion.

1. (d) SURVIVAL

Any provisions of these Terms of Use, which by their nature are intended to survive termination, will continue after termination

1. (e) NO AGENCY

The parties to these Terms of Use are independent contractors and are not partners or agents. We have no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Content or access to the Service.

1. (f) SEVERABILITY

In the event that any provision or part of these Terms of Use is found to be void or invalid by a court of law, the remaining provisions, or parts thereof, shall be and remain in full force and effect.

1. (g) ENTIRE AGREEMENT

These Terms of Use, in conjunction with all policies and guidelines available on the Website (including but not limited to any Privacy Policy), incorporated by reference, constitute the entire agreement between you and PART3 and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of these Terms of Use.

10. QUESTIONS ON THESE TERMS OF USE

We welcome you to contact us with any questions on these Terms of Use. You can send your questions regarding these Terms of Use to the following email address:

support@part3.io

11. ADDITIONAL TERMS

The following additional terms and conditions apply to the access to the Service:

Archived projects must be retrieved within 30 business days.

12. CONFIRMATION OF AGREEMENT TO TERMS OF USE

BY PROCEEDING TO USE THE CONTENT OR ACCESS TO THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY POLICIES AND NOTICES POSTED ON THE WEBSITE.