Terms of Service

1. Introduction

This Terms of Service Agreement ("Agreement") is entered into by and between Oxygen ("Service Provider"), a company incorporated under the laws of Alberta, and the user ("User") who accesses or uses the services provided by Oxygen. By accessing or using any part of the service, the User agrees to be bound by the terms and conditions set forth in this Agreement. This Agreement outlines the legal rights and obligations between the Service Provider and the User concerning the use of Oxygen's services.

It is important for the User to read this Agreement carefully before accessing or using the services. By continuing to access or use the services, the User acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement, including any future amendments or updates.

2. Acceptance of Terms

By accessing or using the services provided by Oxygen ("Service Provider"), you ("User") agree to be bound by this Terms of Service Agreement ("Agreement"). This Agreement is entered into as of the date of your use of the services and constitutes a legally binding agreement between you and the Service Provider. If you do not agree to the terms of this Agreement, you are not authorized to access or use the services.

This Agreement applies to all users of the services, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. By using the services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement, as well as any additional terms or policies that are or may be published by the Service Provider from time to time.

The Service Provider reserves the right to amend, change, or modify any part of this Agreement at any time. Such amendments will be effective immediately upon posting of the updated Agreement on the Service Provider's website. It is your responsibility to review this Agreement periodically for changes. Your continued use of the services following the posting of any changes to this Agreement constitutes acceptance of those changes.

3. Description of Service

The Service Provider, Oxygen, offers a range of digital services and products designed to enhance productivity and facilitate data analysis ("Services"). These Services are accessible to the User subject to the terms and conditions outlined in the Agreement. The Services may include, but are not limited to, data analysis tools, productivity software, and other related technology solutions. The scope, features, and functionality of the Services are subject to change at the discretion of the Service Provider without prior notice to the User.

4. User Registration and Account Security

In accordance with this Agreement, the User agrees to the following conditions related to registration and account security:

1. The User must provide accurate, current, and complete information during the registration process and update such information to keep it accurate, current, and complete.
2. The User is responsible for maintaining the confidentiality of their account password and for all activities that occur under their account. The User agrees to immediately notify the Service Provider of any unauthorized use of their account or any other breach of security.
3. The Service Provider reserves the right to refuse registration of, or cancel, an account deemed inappropriate or if it violates the terms of this Agreement.
4. The User is prohibited from using anyone else's account at any time without the express permission of the account holder.

Failure to comply with these security requirements may result in the suspension or termination of the User's account at the discretion of the Service Provider.

5. Intellectual Property Rights

Under the jurisdiction of Alberta, this clause delineates the intellectual property rights as they pertain to the Services provided under this Agreement. The Service Provider, Oxygen, retains all rights, title, and interest in and to the Services, including without limitation all software, content, visual interfaces, interactive features, graphics, design, compilation, computer code, products, computer systems, user interfaces, and all other elements and components of the Services excluding any licensed third-party elements. These intellectual property rights are protected by Canadian federal laws, provincial laws of Alberta, and international laws and treaties.

The User acknowledges that no title to the intellectual property in the Services is transferred to the User under this Agreement. The User is granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with this Agreement. This license does not include any rights to:

• Modify, alter, adapt, or create derivative works from the Services;
• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Services or any portion of the Services;
• Use the Services in any unlawful manner, including but not limited to violation of any person's privacy rights.

Any unauthorized use of the Services will terminate the license granted by this Agreement immediately and without notice. This clause shall survive the termination of this Agreement.

6. User Conduct

In using the Services provided by the Service Provider, the User agrees to not engage in any activity that is illegal under the laws of Alberta or that is harmful to the environment, other users, or the Service Provider. This includes, but is not limited to, the following prohibited activities:

• Posting or transmitting any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, or otherwise objectionable material of any kind.
• Transmitting material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
• Attempting to interfere in any way with the Services' or any user's network security, or attempting to use the Services' service to gain unauthorized access to any other computer system.
• Using the Services to send unsolicited email, including, without limitation, promotions, or advertisements for products or services.
• Posting or transmitting any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.

The Service Provider reserves the right to terminate access to the Services for any User found to be in violation of this Agreement.

7. Content Ownership and Use

This Agreement recognizes that all content provided by the Service Provider, including but not limited to texts, graphics, logos, images, as well as the compilation thereof, and any software used on the Service, is the property of the Service Provider or its content suppliers and protected by copyright and other intellectual property laws. The User agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, including content, without express written permission from the Service Provider.

The User may use the Service and the content provided therein for their personal, non-commercial use only. Any rights not expressly granted herein are reserved by the Service Provider. Unauthorized use of the content may violate copyright, trademark, and other laws. The User acknowledges that the Service Provider retains all rights, title, and interest in and to the Service and its content, including any intellectual property rights which subsist in the Service and its content.

Should the User contribute content to the Service, they grant the Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. The User represents and warrants that they have the right to grant such license to the Service Provider and that the content does not infringe on any rights of third parties.

8. Data Protection and Privacy

The Service Provider and the User acknowledge the importance of privacy and data protection. In compliance with applicable data protection laws, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA) and any other relevant provincial legislation in Alberta, the Service Provider commits to:

• Maintaining a comprehensive data protection policy that ensures the protection and confidentiality of the User's personal information.
• Implementing appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
• Ensuring that personal data is collected, used, and disclosed only to the extent necessary for providing the Services under this Agreement.
• Obtaining explicit consent from the User before collecting, using, or disclosing their personal information, except where otherwise permitted by law.
• Providing the User with access to their personal information upon request and allowing them to correct, amend, or delete inaccurate information.
• Notifying the User without undue delay in the event of a data breach that is likely to result in a risk to the rights and freedoms of the User.

This clause shall be governed by the laws of Alberta, and any disputes arising from it shall be subject to the exclusive jurisdiction of the courts of Alberta.

9. Service Availability

The Service Provider endeavors to ensure that the Services are available to the User 24 hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of the Service Provider. Every reasonable step will be taken by the Service Provider to minimize such disruption where it is within the Service Provider's reasonable control.

The User acknowledges that the Service Provider cannot guarantee that the Services will be uninterrupted or error-free and that there may be delays, omissions, and interruptions in the availability of the Services. Furthermore, the Service Provider reserves the right, without liability to the User, to suspend access to the Services for operational reasons, such as repair, maintenance, or improvement of the Services, or because of an emergency or a threat of an emergency that impacts the Service Provider's ability to deliver the Services.

Under the Personal Information Protection and Electronic Documents Act (PIPEDA), in the event of a Data Breach that affects the User's personal information, the Service Provider will take all necessary steps to notify the User and protect the User's personal information in accordance with applicable laws and regulations.

10. Modifications to the Service

The Service Provider reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Users agree that the Service Provider shall not be liable to User or to any third party for any modification, suspension, or discontinuance of the Services. The Service Provider will endeavor to provide reasonable notice of any significant changes to the Services that could materially affect Users' use of the Services. Such notice will be provided through the Services interface, or through other means deemed appropriate by the Service Provider, which may include email or website postings.

Any changes to the Services will be effective immediately upon posting to the Service Provider's website or notification to the User, unless otherwise stated by the Service Provider. It is the User's responsibility to review any changes to the Services. Continued use of the Services following notice of such changes will indicate the User's acknowledgement of such changes and agreement to be bound by the revised terms and conditions of these Services.

11. Termination of Service

This Termination of Service clause outlines the conditions under which the Service Provider may terminate the provision of Services to the User, and the rights and obligations of each party upon such termination, in accordance with the laws of Alberta.

The Service Provider reserves the right to terminate or suspend the Services and any associated accounts if:

• The User violates any provision of the Agreement;
• The User engages in any activity that may harm the Service Provider or its users;
• There is a Data Breach or security threat related to the User's account;
• The User fails to pay any fees due for the Services on time.

Upon termination:

• The User must cease all use of the Services;
• Any outstanding fees owed by the User to the Service Provider will become immediately due and payable;
• The Service Provider may delete or retain the User's data in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any other applicable laws.

The User has the right to terminate the Agreement by providing written notice to the Service Provider if the Service Provider materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice from the User.

Both parties agree that upon termination, the provisions of the Agreement that, by their nature, should survive termination will remain in effect, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED BY Service Provider ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL Service Provider BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SERVICES OR THE USE OR OTHER DEALINGS IN THE SERVICES.

Without limiting the foregoing, Service Provider does not warrant that the Services will meet the User's requirements or that the operation of the Services will be uninterrupted or error-free. Service Provider does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

13. Limitation of Liability

Notwithstanding any other provision of this Agreement, under no circumstances shall the Service Provider be liable to the User or any third party for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Service Provider has been advised of the possibility of such damages, arising out of or in connection with the Services, the use or inability to use the Services, or any other matter related to the Services.

Without limiting the foregoing, the Service Provider's total cumulative liability to the User or any third party under any provision of this Agreement shall not exceed the amount of fees paid by the User to the Service Provider for the Services in the twelve (12) months prior to the claim arising. This limitation will apply regardless of the basis of the liability, whether in contract, tort (including negligence), strict liability, or any other theory.

Nothing in this Agreement shall exclude or limit the Service Provider's liability for damages that cannot be lawfully excluded or limited by applicable law in Alberta. This includes, but is not limited to, liability for death or personal injury caused by the Service Provider's negligence or for fraud or fraudulent misrepresentation.

14. Indemnification

The User agrees to indemnify, defend, and hold harmless the Service Provider, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Services from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by the User or any activity related to the User's account (including negligent or wrongful conduct) by the User or any other person accessing the Services using the User's account.

This indemnification obligation will survive the termination or expiration of this Agreement and the User's use of the Services.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without giving effect to any principles of conflicts of law. By using the Services, the User consents to the jurisdiction of the provincial and federal courts located in Alberta for the resolution of all disputes arising out of or in connection with this Agreement or the use of the Services.

Notwithstanding the above, the Service Provider reserves the right to pursue any action or claim against the User in any competent jurisdiction where the User resides or holds assets.

16. Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the Alberta Arbitration and Mediation Society under its Commercial Arbitration Rules in the English language in the city of Edmonton, Alberta, unless the parties agree otherwise.

Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in information technology law and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

17. Amendments to Terms of Service

This Agreement may be amended or updated by the Service Provider at any time, at its sole discretion. If substantial changes are made to the Agreement, the Service Provider will provide the User with at least thirty (30) days' notice before the changes take effect, by posting a notice on the website or by sending the User an email. It is the User's responsibility to review the Agreement periodically for changes. Continued use of the Services after any such changes shall constitute the User's consent to such changes.

Amendments may be necessary to reflect changes in the law, new regulatory requirements, or improvements or enhancements made to the Services. In the event that an amendment requires the User's explicit consent, the Service Provider will obtain such consent before the amendment takes effect, in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable laws.

18. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Services shall be instituted exclusively in the courts of the Province of Alberta. The parties consent to the jurisdiction of such courts and waive any and all objections to the exercise of jurisdiction over them by such courts and to the venue of such courts.

Should any provision of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Neither party may assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation relieves a party of any of its obligations under this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.