Terms of Use

ECOPIA TECH CORPORATION WEBSITE TERM OF USE

Version 2024-01-08

Introduction

This website www.ecopiatech.com (the “Website”) is operated by Ecopia Tech Corporation (“Ecopia”), an Ontario corporation with offices located at Suite 440, 101 College Street, Toronto, ON, M5G 1L7. The Website is made available to you subject to your compliance with these terms of use (the “Terms of Use”). A reference in these Terms of Use to the “Website” also refers to any content, service, or feature on the Website, including the self-service platform (the “Ecopia Platform”). By accessing or using this Website, you acknowledge that you have read, understood, and agreed to these Terms of Use. If you do not agree to be bound by these Terms of Use, do not access or use this Website. Ecopia may modify these Terms of Use at any time and without notice, therefore, you should review these Terms of Use regularly.

Other Terms

Additional terms may also apply to specific portions, services or features of the Website, such as the Privacy Policy, and any applicable End User License Agreement, Distributor License Agreement, or Sample Data End User License Agreement (“Additional Terms”). All Additional Terms are incorporated by this reference into these Terms of Use.

Intellectual Property Rights

As between you and Ecopia, Ecopia owns all right, title, and interest (including intellectual property rights) in and to the Website, and you agree not to directly or indirectly impair, dispute or contest the ownership, validity or enforceability of Ecopia’s right, title and interest in and to the Website. The Website is provided to you only for informational purposes. No right, title or interest in or to the Website is transferred to you, and all rights are reserved by Ecopia. ECOPIA a registered trademark in the United States and Canada.

Restrictions

You shall not use the Website for any unlawful purposes. You shall not access or use the Website in any manner which could damage or impair the functioning of the Website or interfere with any other party’s access to the Website. Except with the express written consent of Ecopia, you may not republish, reproduce, modify, redistribute, sell, license, or commercialize the Website or any portion of the Website. You shall not engage in any data mining, data harvesting, data extracting or any other similar activity with respect to the website. If you create any links to the Website, you must do so in a way that is fair and legal and that does not impair Ecopia’s goodwill or reputation. Ecopia reserves the right to terminate any links you may create to the Website.

Third Party Content

The Website may contain links to third-party content. Third-party content is not under Ecopia’s control, and Ecopia is not liable for any liability or losses you may incur from accessing or using third-party content. Your access to and use of third-party content is subject to the terms of use for such third-party content, and you access or use such third-party content entirely at your own risk.

Ecopia Platform

The Ecopia Platform is a self-service web portal through which you may purchase a license to Ecopia data products.

When accessing the Ecopia Platform, you may be asked to provide certain registration details or other information to access your account. All the information you provide must be correct, current and complete and will be subject to our Privacy Policy. If you choose, or are provided with, any piece of information (such as username or password) as part of our security procedures, you must treat that information as confidential, and you must not disclose it to any other person. You shall notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. If you choose to purchase a license to Ecopia data products, you will be redirected to a third party service that handles financial information. Data products purchased through the Ecopia Platform are subject to the applicable End User License Agreement (and Distributor License Agreement, if applicable).

The Ecopia Platform may offer users the ability to upload data to data store (the “Data Store”) for the purposes of purchasing a license to Ecopia data products (e.g., source imagery, an area-of-interest boundary file). If you upload any data to the Data Store, you agree to upload only data for the purpose of purchasing a license to Ecopia data products. You agree not to upload any data to the Data Store that you do not have the legal right to use or reproduce. You agree not to upload personal identifying information, financial information, or other sensitive information to the Data Store, or any malicious files or code. Ecopia reserves the right to remove any data uploaded by you to the Data Store at any time, for any reason, without warning, with no compensation to you. Ecopia is not liable for the loss of any data uploaded to the Data Store.

Licensed purchased through the Ecopia Platform are subject to Ecopia’s standard invoicing terms. Cheques may not be accepted as a form of payment or may be subject to an additional processing fee of 2.5%. The fees are payable in USD unless otherwise specified, exclusive of any applicable tax. As per Canadian Revenue Agency Bulletin B-090, this work is classified as a “zero-rated service” and is relieved of Canadian Federal Sales Tax under the export provisions of the Act as Customer is a Non-Resident of Canada and a Non-Registrant for the purposes of Canadian Harmonized Sales Tax. All past due amounts will accrue interest at the lower rate of: (a) 1.5% per month; or (b) the highest rate permissible under applicable law, whichever is lower.

If you upload source imagery to the Data Store, you represent and warrants that you have the necessary rights in the imagery to do so, and further have the necessary rights to permit Ecopia to extract the desired Ecopia data products from the source imagery, to be licensed back to you under the terms of the applicable End User License Agreement (and/or Distributor License Agreement, if applicable). You agree to indemnify Ecopia from and against any claims, damages, liabilities, costs and expenses in case of any actual or alleged infringement of any intellectual property rights related to source imagery you upload to the Data Store.

The Ecopia Platform may offer users the ability to conduct quality assurance and provide feedback on the Ecopia data products. If you use the quality assurance functionality provided through the Ecopia Platform, you agree not to copy, reproduce, or download the backdrop imagery (unless you have the legal right to do so). If you provide any feedback, comments, suggestions, reports of defects, suggestions for modifications, or other similar information you provide to Ecopia about or in connection with the Ecopia data products or services (“Feedback”), then Ecopia will have to right to use or otherwise exploit the Feedback for any purpose, without compensation to you and without any restriction or obligation to you. The Ecopia Platform may provide information on the technical specifications of Ecopia data products (“Product Specifications”). Such Product Specifications constitute the confidential information of Ecopia. You agree to maintain such confidential information in confidence, not to publish or disclose such confidential information to any third party, and you agree not to use such confidential information for any purpose other than evaluation of the Ecopia data products.

Indemnification

You agree to indemnify Ecopia (or its affiliates, content providers or service providers) for any liabilities, losses, expenses, or fees (including lawyers’ fees) arising out of or relating to your access to and use of the Website.

Disclaimer

THE WEBSITE IS PROVIDED TO YOU “AS IS”, WITHOUT WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND. ECOPIA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENCY OF THE WEBSITE, AND YOU AGREE THAT ECOPIA WILL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, ECOPIA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS WITH RESPECT TO THE WEBSITE, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ECOPIA DOES NOT GUARANTEE THAT YOUR ACCESS TO THE WEBSITE WILL BE ERROR FREE OR UNINTERRUPTED.

IF YOU CHOOSE TO DOWNLOAD ANY CONTENT FROM THE WEBSITE, YOU DO SO AT YOUR OWN RISK. ECOPIA DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY DOWNLOADED CONTENT WILL BE FREE OF VIRUSES, DISABLING DEVICES, OR OTHER MALICIOUS CONTENT. YOU ARE ENTIRELY RESPONSIBLE FOR PROTECTING YOUR COMPUTER SYSTEM AND WILL BEAR THE EXPENSE OF MAINTAINING OR REPAIRING YOUR COMPUTER SYSTEM.

ECOPIA DOES NOT GUARANTEE THE CONFIDENTIALITY OF ANY COMMUNICATIONS MADE BY YOU VIA E-MAIL OR OTHERWISE THROUGH THE WEBSITE.

Limitation of Liability

IN NO EVENT WILL ECOPIA (OR ITS AFFILIATES, CONTENT PROVIDERS, OR SERVICE PROVIDERS) BE LIABLE FOR ANY LIABILITIES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, LOST PROFITS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA) ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, REGARDLESS OF WHETHER ECOPIA WAS ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR LOSSES.

Termination

Ecopia reserves the right to terminate your access to or use of the Website, or any portion of the Website, at any time and for any reason (or for no reason), without notice.

Miscellaneous

These Terms of Use constitute the entire agreement between you and Ecopia pertaining to your use of or access to the Website, and supersedes all prior or contemporaneous communications between you and Ecopia. Any failure by Ecopia 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. If any of the provisions of these Terms of Use are determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or enforceable provision will be limited or excluded from these Terms of Use to the minimum extent required and these Terms of Use will otherwise remain in full force and effect.

These Terms of Use are governed by the laws of Ontario and the laws of Canada applicable in Ontario, without application of any conflicts of law principles and regardless of your residency or physical location. You agree to submit to the jurisdiction of the provincial or federal courts located in Ontario, Canada in any legal proceedings arising out of or relating to these Terms of Use or your use of or access to the Website, and you agree not to commence any legal proceedings except in Toronto, Ontario, Canada.