
TERMS OF USE AGREEMENT
ILLUMINATION SOFTWARE INC. (the “Company”) maintains this website as a service to its customers. By using the Company’s website (the “Site”) you agree to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms you are not authorized to use this site.
1. Acceptance of Agreement
You agree to the terms and conditions outlined in this Terms of Use Agreement and your application or applications to enter the Site (together with fee information made available to you online, collectively referred to as the “Agreement”) with respect to the use of the Site. This Agreement constitutes the entire and only agreement between the Company and a user of the Site (alternatively “you” or “User”), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, the goods and services provided by or through the Site, and the subject matter of this Agreement. Users agree to review this Agreement prior to reviewing any information or obtaining any documents from the Site. This Agreement may be amended by the Company from time to time without specific advance notice to you. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Site.
2. Copyright and Other Intellectual Property
The name “Lantern” and all content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trade-marks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by a User of any such content or any part of the Site, except as allowed by Section 3, is strictly prohibited. The User does not acquire ownership rights to any content or document obtained through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.Without limiting the generality of the foregoing:
- (a) All content you post on the Site must comply with Canadian copyright law.
- (b) The Company does not pre-screen content; however, the Company reserves the right (but not the obligation) in its sole discretion to refuse or remove any content you post on or make available via the Site.
- (c) You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company.
- (d) You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the content on the Site or access or use the Site without the express written permission by the Company.
- (e) You must not modify another website so as to falsely imply that it is associated with the Site.
3. Limited Rights to Use
The viewing or downloading of any content, form or document grants you only a limited, non-exclusive licence for use solely by you for your own personal use and not for republication, assignment, sublicense (except as specifically permitted herein), sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).
4. Eligibility
By creating an account and using the Site you represent and warrant that:
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(a) you can form a binding contract with the Company;
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(b) you are not a person who is barred from using the Site under the laws of Canada or any other applicable jurisdiction; and
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(c) you will comply with this Agreement and all applicable local, provincial, state, national and international laws, rules and regulations.
5. Fees
The Company charges fees for using the Site and may revise them at any time on providing not less than 30 days’ notice. Some fees will be payable monthly in advance and others will be based on usage and you will not be entitled to a refund if you terminate this Agreement part-way through a billing cycle. Details of the applicable fees are posted at https://drillwithlantern.com under “Pricing” and those provisions are expressly incorporated into this Agreement.
6. Taxes
In addition to the fees, you will promptly pay the Company all taxes the Company is obligated to collect in respect of your use of the Site, the fees charged and any goods or services the Company provides or is deemed to provide to you. Such taxes will include, but are not limited to, goods and services taxes, harmonized sales tax, provincial sales taxes, value added taxes, transfer taxes and any other similar taxes imposed from time to time by any country, province, state, municipality or other similar taxation authority, but will not include income taxes, capital taxes, wealth taxes or similar taxes imposed directly on the Company. As your residence is relevant to the applicability and rate of various taxes, you certify, represent and warrant that the address you have provided in your application to enter and use the Site contains the country, province or state and municipality in which you are resident for tax purposes and you will notify the Company immediately of any changes and will save the Company harmless and indemnify it from and for any liability, direct or indirect, resulting from your failure to provide the Company with complete and accurate information and to promptly notify the Company of any changes. If a jurisdiction in which you are resident or are deemed resident imposes a withholding tax on the fees so that you must remit a portion of the fees to a taxation authority, the fees will be grossed up so that the Company receives the same amount it would receive in absence of the withholding tax. For instance, if the fee owing is $100.00 and the withholding tax is 25%, the fee will be grossed up to $133.33, being $100 multiplied by 100, divided by 75. The Company will still receive $100.00 and you will remit $33.33.
7. Rights the Company Grants You
The Company grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable and non- sublicensable license to access and use the Site. This license is for the sole purpose of letting you use and enjoy the Site’s benefits as intended by the Company and permitted by this Agreement. Therefore, you agree not to:
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(a) copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Site without the Company’s prior written consent;
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(b) use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site of its contents;
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(c) use the Site in any way that could interfere with, disrupt or negatively affect the Site or the servers or networks connected to the Site;
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(d) upload viruses or other malicious code or otherwise compromise the security of the Site;
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(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site;
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(f) “frame” or “mirror” any part of the Site without the Company’s prior written authorization;
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(g) use meta tags or code or other devices containing any reference to the Company or the Site (or any trademark, trade name, service mark, logo or slogan of or licensed to the Company) to direct any person to any other website for any purpose;
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(h) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site, or cause others to do so;
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(i) use or develop any third-party applications that interact with the Site or the Users’ content or information without the Company’s written consent;
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(j) use, access, or publish the Company application programming interface without our written consent;
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(k) probe, scan or test the vulnerability of our Site or any system or network; and/or
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(l) make any other unauthorized uses of the Site.
8. Rights You Grant the Company
By creating an account, you grant to the Company a worldwide, transferable, sub-licensable, royalty-free right and license to host, store and adapt information you authorize the Company to access; provided that our licence to your content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing and improving the Site and researching and developing new services. You further agree that:
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(a) All information you submit upon creation of your account is accurate and truthful and you have the right to post the content on the Site and grant the licence to the Company above.
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(b) You understand and agree that the Company may monitor or review any content you post as part of the Site. The Company may delete any content that in the Company’s sole judgement violates this Agreement or may harm the reputation of the Site.
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(c) When communicating with our customer care representatives you will be respectful and kind. If the Company feels that your behaviour towards any of the Company’s customer care representatives or other employees is at any time threatening or offensive, the Company reserves the right to immediately terminate your account without limiting any other rights or remedies the Company may have.
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(d) The Company may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to:
- (i) comply with legal process;
- (ii) enforce this Agreement;
- (iii) respond to claims that any content violates the rights of third parties;
- (iv) respond to your requests for customer service; or
- (v) protect the rights, property or personal safety of the Company or any other person.
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(e) Any software that the Company provides you may automatically download and install upgrades, updates or other new features. You may be able to adjust these automatic downloads through your device’s settings. Page 4
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(f) The Company may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Site.
9. Site Rules
By using the Site, you agree that you will not:
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(a) use the Site for any purpose that is illegal or prohibited by this Agreement;
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(b) post any content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right;
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(c) post any content that is hate speech, threatening, sexually explicit or pornographic, incites violence, or contains nudity or graphic or gratuitous violence;
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(d) post any content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
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(e) use another user’s account; or
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(f) create another account if the Company has already terminated your account, unless you have the Company’s permission. The Company reserves the right to investigate and/or terminate your account without a refund if you have misused the Site or behaved in a way that the Company regards as inappropriate or unlawful, including actions or communications that occur off the Site but involves Users you meet through the Site.
10. Editing, Deleting and Modification
The Company reserves the right in its sole discretion to edit or delete any information or content appearing on the Site other than your proprietary content. In addition:
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(a) All your content will be inaccessible from the Site immediately upon cancellation. Shortly thereafter, all content will be permanently deleted from systems and logs and backups. The Company cannot recover this information once it has been permanently deleted.
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(b) The Company takes many measures to protect and secure your data through backups, redundancies, and encryption. The Company enforces encryption for data transmission from the public Internet.
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(c) When you use the Site, you entrust the Company with your data. You agree that the Company may process your data in accordance with this Agreement.
11. Indemnification
You agree to indemnify, defend and hold the Company and its directors, employees, contractors, staff and affiliates (collectively the “Affiliated Parties”) harmless from any liability, loss, claim and expense, including legal fees, related to your violation of this Agreement and use of the Site, including, without limitation, your failure to secure your user identification and password.
12. Non-Transferable
Your right to use the Site is not transferable except as set out in this paragraph. Any password or right given to you to obtain access is not transferable. Notwithstanding the foregoing, you may sub-license, but not assign, your rights to use the Site to companies and similar legal entities to whom you are “related” as that term is used in and has been interpreted for the purposes of the Income Tax Act (Canada), provided that you thereby assume responsibility for collection and remittance of all taxes resulting from such sub-licence and use by the sub-licensee and agree to indemnify and save harmless the Company from and for all liability Page 5 resulting, directly or indirectly, from the sub-licence, whether for tax or other charges or amounts, including legal and accounting fees for defending any resulting claims and for seeking indemnity from you.
13. Disclaimer
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(a) THE CONTENT, INFORMATION, FORMS AND AGREEMENTS FROM OR THROUGH THE SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ALL WARRANTIES EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE CONTENT, FORMS, AGREEMENTS AND DOCUMENTS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE COMPANY AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR A USER’S USE OF ANY CONTENT, INFORMATION, FORM OR DOCUMENTS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE COMPANY AND THE AFFILIATED PARTIES ARE NOT LIABILE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND THE USER. THIS SITE AND THE CONTENT, INFORMATION, FORMS, AGREEMENTS AND DOCUMENTS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
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(b) The Content, forms, agreements and documents within the Site or available through the Site may not be appropriate under the circumstances for any particular transaction. The specifics of a given situation may require provisions not contemplated in the forms or documents. Requirements for the validity of an agreement or form may also vary greatly from province to province. Laws change rapidly and may be interpreted differently in various jurisdictions. No representations, warranties or guarantees whatsoever are made as the accuracy, currency, completeness, adequacy, reliability, suitability or applicability of any form or document to a particular situation.
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(c) The Site is provided with the understanding and agreement that the Company and its Affiliated Parties are not engaged in rendering legal, accounting or other professional services. If legal or other expert assistance is required, the services of a competent professional should be sought. The User assumes all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use of the Site.
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(d) All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed.
14. Use of Information
The Company reserves the right, and you authorize the Company, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner.
15. Third Party Services
You agree that use of the Site is AT YOUR SOLE RISK, AND IS WITHOUT WARRANTIES OF ANY KIND BY THE COMPANY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSES, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS THE COMPANY LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND USERS OR FOR ANY INFORMATION APPEARING ON ANY OTHER SITE LINKED TO THE SITE. THE COMPANY WILL NOT BE LIABLE TO YOU FOR Page 6 ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THE COMPANY SERVICE.
16. Copyrights and Copyright Agents
The Company respect the intellectual property of others, and the Company ask Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:
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(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
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(b) a description of the copyrighted work that you claim has been infringed;
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(c) a description of where the material that you claim is infringing is located on the site;
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(d) your address, telephone number and e-mail address;
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(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
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(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
17. Links to Other Websites
This Site may contain links to other websites. The Company is not responsible for the content, accuracy, or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by the Company. Inclusion of any linked website does not imply approval or endorsement of the linked website by the Company. If you decide to leave our Site and access these third party sites, you do so at your own risk. The Company is always striving to improve the Site and bring you additional functionality that you will find engaging and useful. This means that the Company may add new product features or enhancement from time to time as well as remove some features, and if these actions do not materially affect your rights or obligations, the Company may not provide you with notice before taking them. The Company may even suspend the Site entirely, in which event the Company will notify you in advance unless extenuating circumstances, such as safety or security concerns, prevent the Company from doing so. You may terminate your account at any time, for any reason, by following the instructions provided on the Site. The Company may terminate your account at any time without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund.
18. Privacy and Data Security
The information you share with the Company explicitly and implicitly via using the Site helps the Company personalize and improve your interactions with the Company.
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(a) How You Share
- Explicit Sharing: By signing up with and using the service, you may enter data about you, your staff, and your organization such as names, email and physical addresses, and phone numbers. The Company may use this information to respond to support requests, to assist in customizing the site, and communicating with you about the Site. You may also enter similar information about your customers to effectively use the service. The Company will use this information solely for delivering the service to you.
- Implicit Sharing: The Company receives certain information whenever you interact with the public website and the service, such as IP address, login information, browser details, and pages or locations that you visit. The Company may also use embedded javascript to collect information on the actions you perform while using the service. This information is collected to help the Company improve the functioning and/or interface of the software.
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(b) What the Company May Share
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Third Party Service Providers: The Company sometimes uses other companies to perform functions on its behalf, such as processing credit card payments, providing marketing services, and helping the Company track potential improvements to the service. Sometimes, this requires sharing information about you with them, but they may only use it to perform their specific functions.
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Legal Requirements: Infrequently, the Company may be required to release data it has collected about you to law enforcement agencies or as the result of a court order. The Company may also use your account information to enforce this Agreement or to protect the rights and safety of the Company, its employees or our users.
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With Your Consent: The Company will also release your account information to you or to any third party if you provide specific written directions.
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19. Miscellaneous
This Agreement shall be treated as though it were executed and performed in British Columbia and shall be governed by and construed in accordance with the laws of British Columbia (without regard to conflict of law principles). Any cause of action of a User with respect to the Site (and/or information, forms and agreements thereon) must be instituted within six months after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 12. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in British Columbia. You expressly submit to the exclusive jurisdiction of British Columbia courts and consent to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Failure of the Company to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
20. Notice
All notices, demands and other communications from the Company will be deemed to be received by you on the day following the date they are sent if the Company sends them by electronic mail to the address you specified when you applied to enter the Site or such other address as you subsequently provide in accordance with instructions for updating email addresses on the Site. It is your responsibility to keep your contact information up to date and to ensure that it is capable of accepting delivery from the Company and the Company has no obligation to confirm that you have received anything it sends.
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