Terms of Use

Last modified on May 8, 2018

Introduction, Definitions, and Acceptance

Welcome to the OMsignal Applications, Services and/or Website. We are confident that you will find our Products and Services useful in helping you achieve your fitness goals. These Terms of Use (the “TOU”) cover several different situations, including your use of either the Services or the Website, so please refer to the following definitions for clarification:

Apparel” refers to either the OM Smart Shirt or OM Smart Bra which you wear while using the Services, and which forms an integral part thereof.

Application” refers to a free app for iOS created and owned by OMsignal. Application may refer to either “OMsignal” or “OMrun”, as both of these Applications is covered by the TOU. Application also includes any application updates and upgrades that OMsignal may provide or make available to you, or that you obtain after the date you obtain your initial copy of the Application, to the extent that such items are not accompanied by a separate Terms of Use and/or Privacy Policy.

Device” refers to the handheld device or Apple Watch onto which you downloaded an Application and which are using as part of the Services.

OMbox” refers to the hardware device that keeps track of certain biometric information during your workouts and everyday life and forms an integral part of the Services.

OMsignal” refers to OMSignal Inc., a duly incorporated company in the province of Québec, Canada. Where the present TOU refer to “OMsignal”, it may refer to OMsignal or its employees, officers, directors, subcontractors, agents or representatives, and its affiliates or subsidiaries, depending on the context. Any reference to “we”, “our”, or “us” in these TOU shall also refer to OMsignal. In these TOU, a Website visitor or Services user may be referred to as “you”. When a Services user has created an account and is logged-in to the Services or their Personal Website, they may be referred to as a “Logged-in User”. If you make a purchase of Products on the Website, you may be referred to as a “Customer”.

Product” refers to any product available for purchase on the Website, including Apparel, the OMbox, and combinations thereof.

Services” are the combined hardware and software services that OMsignal has developed to help you achieve your fitness goals by tracking your Workout Information. The Services include the use of an Application, any Apparel, and the OMbox in combination.

Website” is the website located at https://omsignal.com/  which is owned and operated by OMsignal, and includes all subdomains, present, and future. Without limiting the generality of the foregoing, the Website includes the subdomain of your “Personal Website” at the URL https://user.omsignal.com/, which shall also be personalized with your username.

Additional definitions may be made throughout these TOU, but they will be recognizable as they will be capitalized, bolded, and in quotation marks. Additional definitions may also be found in the Privacy Policy and will have the same meaning in these TOU as they do there. The definitions found in these TOU shall also apply to the Privacy Policy.

By visiting or using the Website, using the Services, or downloading, using, or accessing an Application on your Device, you hereby accept to be bound by these TOU without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Website or Services. If you have downloaded an Application and do not agree to all the provisions of the TOU, you must delete the Application from your Device. The TOU are a legal and binding agreement between you and us.

In the context of an Application, these TOU may also be referred to as, and are equivalent to, an “End User License Agreement” or “EULA”.

OMsignal reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Website and/or Services following the posting of any changes to the TOU constitutes acceptance of those changes. If there are any significant changes to the TOU that materially affect your relationship with us, you will be notified via the email associated with your Account.

The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Website and/or Services.

If you have any questions about the TOU, please contact:

OMsignal Legal Services
legal@omsignal.com

or:

OMsignal Legal Services
3700-75 rue Queen
Montréal (Québec)
Canada
H3C 2N6

 

General Code of Conduct for Use of the Website or Services

By visiting or using the Website and/or using the Services, you agree to:

(i) Not use the Website or Services in any manner that in any way violates these TOU;

(ii) Not use the Website or Services in any manner that violates any intellectual property rights of OMsignal or any third party;

(iii) Not use the Website or Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;

(iv) Not use the Website or Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form, whether belonging to OMsignal or a third party, or that are designed or intended to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of OMsignal, other Services users, or any other third party;

(v) Not: (1) take any action that imposes or may impose (as determined by OMsignal at its sole discretion) an unreasonable or disproportionately large load on OMsignal’s (or its third-party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Website or Services, or with any activities conducted on the Website or through the Services; (3) bypass any measures OMsignal may use to prevent or restrict access to the Website or Services or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website or Application; or (5) harvest or scrape any content from the Website or Application in an unreasonable manner;

(vi) Use the Website and/or Services in good faith and in compliance with all applicable local, provincial, national, and international laws.

 

Use of Applications, Licences, and Restrictions

a. The Applications are licensed, not sold. OMsignal grants you the non-exclusive, non-transferable, non-sublicensable, limited right and licence to install and use the Applications solely and exclusively for your personal non-commercial use on the device, or the use of any other third party with access to the device that you control and with your permission, and as permitted by the Usage Rules set forth in the App Store Terms and Conditions.

b. You may not use the Application in any manner that could damage, disable, overburden, or impair the Application (or servers or networks connected to the Application), nor may you use the Application in any manner that could interfere with any other party’s use and enjoyment of the Application (or servers or networks connected to the Application).

c. You agree that you are solely responsible for (and that OMsignal has no responsibility to you or to any third party for) your use of the Application, any breach of your obligations under the TOU, and for the consequences (including any loss or damage, direct or indirect, which OMsignal may suffer) of any such breach. Where a third party uses the Application on your device, you are solely responsible for conforming to these TOU and any breach thereof shall be your responsibility.

d. Subject to the terms and conditions herein, OMsignal grants you a personal, revocable, perpetual, limited, non-sublicensable license to use the software embedded in the OMbox (“Firmware”) in object code form only, solely for and as necessary to use the OMbox for your personal, non-commercial use.

e. The rights granted to you in this section of the TOU are subject to the following restrictions: (1) you shall not license, sell, rent, lease, transfer, assign, reproduce, communicate to the public, distribute, host, or otherwise commercially exploit the Applications, Firmware, or Services (collectively, “OMsignal Properties”) or any portion of the OMsignal Properties; (2) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other OMsignal Properties (including images, text, page layout, or form); (3) you shall not use any metatags or other “hidden text” using OMsignal’s name or trademarks; (4) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of any OMsignal Properties, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (5) you shall not access OMsignal Properties in order to build a similar or competitive application or service; (6) except as expressly stated herein, no part of any OMsignal Properties may be copied, reproduced, communicated to the public, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (7) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in any OMsignal Properties. Any unauthorized use of OMsignal Properties terminates the licences granted by OMsignal pursuant to these TOU.

f. All updates and upgrades to the Application or Firmware will be governed by the version of these TOU published by OMsignal as of the date you install such update or upgrade. You agree, however, that OMsignal is not obligated to create or provide any support, corrections, updates, upgrades, bug fixes, or enhancements of the Application, Firmware, or Services. Any rights not expressly granted herein are reserved.

 

Privacy Policy and Permissions for the Application

a. Our Privacy Policy explains how OMsignal treats your Personal Information (as that term is defined in the Privacy Policy) and protects your privacy when you use the Website or Services. By installing, accessing, or using the Services, or visiting or using the Website, you explicitly agree to the use of your data in accordance with the Privacy Policy, which may be updated from time to time and without notice.

b. By installing, accessing, or using the Application, using the Services, or visiting or using the Website, you consent to these information collection and usage terms.

c. In addition to personal and non-identifiable information, the Privacy Policy also describes how the Application accesses device functions that are not part of the Application and that are developed by third parties. These are known as permissions, and you agree that OMsignal has the right to access third-party computer code on the device in this manner and as described in the Privacy Policy.

 

Accessing and Downloading an Application from the Apple iTunes Store, and Related Acknowledgements

a. You acknowledge and agree that (i) these TOU are between you and OMsignal only, and not Apple, and (ii) OMsignal, not Apple, is solely responsible for the Application and content thereof. Your use of the Application must comply with the Apple App Store Terms and Conditions, which you are responsible for reviewing from time to time.

b. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the Application.

c. Apple will have no warranty obligation whatsoever with respect to the Application. As between OMsignal and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, will be the sole responsibility of OMsignal or as further specified and limited hereinafter.

d. You and OMsignal acknowledge that, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application, including but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

e. You and OMsignal acknowledge that, in the event of any third party’s claim that the Application or your possession and use of the Application infringes on that third party’s intellectual property rights, OMsignal, not Apple, shall be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, as specified in section 3 above and elsewhere in these TOU.

f. You and OMsignal acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these TOU as related to your Application licence, and that, upon your acceptance of these TOU, Apple will have the right (and will be deemed to have accepted the right) to enforce these TOU as related to your licence of the Application against you, as a third-party beneficiary thereof.

g. You acknowledge that (i) you are not located in a 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, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h. Without limiting any other of these TOU, you must comply with all applicable third-party terms of agreement when using the Application.

i. You acknowledge that updates to an Application are subject to the approval of Apple, and OMsignal, its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives”) shall not be held responsible for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from any delay in the approval of updates by Apple.

 

Accounts, Passwords, and Logged-in Users

a. Basic Account Information and Passwords

In order to use the Services, you are required to create an account. Accounts are free and are available to anyone who provides the requisite information and has purchased the necessary Products to use the Services. The information required to create an account is a valid email address, height, weight, and date of birth. This submitted information may be referred to in the present TOU or the Privacy Policy as “Account Information”.

As part of the account registration, you will be asked to choose a password. It is your responsibility to create a password of sufficient strength that it cannot easily be discovered by third parties.

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session of the Services or on your Personal Website, and that you not leave a logged-in account unattended for any period of time. OMsignal and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, from an unattended logged-in session, or from a third party using the Services or your Personal Website with your account information and/or accessing your account through any means, and disclaims any responsibility in this regard.

OMsignal reserves the right to terminate your account, at its sole discretion, at any time and for any reason, including but not limited to your violating the letter or spirit of the TOU, as further described hereinbelow.

b. Social Networking Services Accounts

You may link your account with certain third-party social networking services (an “SNS Account”) by either (1) providing your SNS Account login information to OMsignal; or (2) allowing OMsignal to access your SNS Account, if either or both methods of access are permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to disclose your SNS Account login information to OMsignal and grant OMsignal access to your SNS Account without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account, and without obligating OMsignal to pay any fees or making OMsignal subject to any usage limitations imposed by such third-party service providers. Please note that your relationship with the social networking service providers associated with your SNS Accounts is governed solely by your agreements with such SNS providers.

 

Description and Authorized Use of the Services, and Medical and Health Disclaimers

a. Use of the Services

Once you own the Apparel and OMbox, use of the Services is free of charge, and subject only to your responsibilities as laid out in this section and elsewhere in these TOU. Where you are using an Application on a device, you shall be responsible for any data charges incurred from your wireless carrier or other data provider associated with the use of the Application, if applicable.

By using the Services, you acknowledge and agree that:

– You are at least 18 years of age or the age of majority in your jurisdiction; and

– You are not suffering from any health-related condition or disease which would be adversely affected by using the Services.

b. Medical and Health Disclaimers Regarding the Website and Services

The following disclaimers are made notwithstanding the generality of the Disclaimer of Warranties and Limitation of Liability sections found further in these TOU, and are intended to supplement and clarify those sections.

OMsignal does not offer medical advice. Any content accessed through the Website or Applications or Products purchased are for informational and educational purposes only and are not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The content or Products or Services should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult your doctor or other qualified healthcare provider if you have any questions about a medical condition, or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through the OMsignal Website or Applications. Call 911 or your doctor for all medical emergencies.

You understand that the Services, including but not limited to the Apparel, OMbox, and Application, are not designed, intended, authorized, or warranted to be suitable for use in the following “Unauthorized Applications”: primary health monitoring; life support applications, devices or systems; direct life support machines; military or space equipment requiring radiation hardened components; and Enhanced 911 or the E911 emergency calling systems. You warrant that you will not use the Services for or with any Unauthorized Applications, and you further agree to, without limitation, defend, indemnify, and hold harmless OMsignal and its Representatives from and against any and all claims, suits, actions, proceedings, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising out of or in connection with your breach of this sub-section 7b of these TOU. You further acknowledge and agree that OMsignal has no obligation to monitor your use of the Services, or any vital signs or biometric information, or any other information uploaded by or through the Services to OMsignal’s servers, and that the OMsignal has no obligation to take any action in response to such information.

Exercising may include some risks, and training results will vary. You should consult a qualified medical professional (and, if you are pregnant, an ob-gyn) before starting to use the Services or any fitness program. Not all exercise plans are suitable for everyone. Immediately discontinue any exercise that causes you pain, severe discomfort, excessive fatigue, nausea, dizziness, or shortness of breath, and consult a medical professional. Start slowly and at the level that is appropriate for you.

The Application’s training suggestions:
– are in no way intended to be a substitute for a professional medical consultation or personal training; and
– should not be viewed as medical advice.

OMsignal and its Representatives assume no responsibility for personal injury or property damage sustained by or through the use of the Services or the training suggestions in the video. OMsignal does not guarantee any training results from the use of this video or our Products or the Services, although proper use of the training suggestions will increase the likelihood of achieving your fitness goals.

OMsignal Products and the Services are not intended to diagnose, cure, mitigate, treat, or prevent any disease or other health condition. In addition to training intensity, the data provided by the OMsignal Products and the Services may be affected by a variety of other factors, including but not limited to medications for heart conditions, blood pressure, psychological conditions, asthma, breathing, etc., as well as some energy drinks, alcohol, and nicotine.

We recommend you do not use the Services during contact sports or combat sports, or activities such as but not limited to football, hockey, boxing, martial arts, rugby, wrestling, and other such sports. Although the Services may be capable of following you during such contact or combat sports and activities, there are risks of serious injuries in case of heavy contact with the OMbox and connectors, and other players and opponents could be injured in the case of heavy or violent contact. In addition, the practice of contact or combat sports and activities involves risk of serious injuries, disabilities, or even death, with or without the use of the Product. Not all risks are foreseeable. If, despite having been cautioned against such use, you choose to use the Product in any contact or combat sports and activities, you understand that OMsignal and its Representatives shall not be held liable for any injury, death, property damage, or for special, incidental or consequential damages, alleged to be caused in whole or in part by the Apparel or OMbox or the use of the Services, and you hereby release and waive any claims, in law or equity, that you may otherwise have against OMsignal and its Representatives in connection with such injury, death, or damage.

 

Purchases of Products on the Website

If you are making a purchase of a Product on the Website, you declare being above 18 years of age or the age of majority in your jurisdiction, and having the legal capacity to make a purchase, including the capacity to use any credit card used for the purchase. Any Product ordered shall remain our property until you fulfill all your obligations towards us, namely until receipt of the full payment of the price, plus any taxes, interest, and/or additional charges, as applicable.

Descriptions, images, references, features, content, specifications, products, prices, and availability of Products are subject to change without notice. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colours; however, the actual colour you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colours. It is your responsibility to ascertain and obey all applicable local, provincial, state, federal, and international laws in regard to the possession, use, and sale of any Product purchased through the Website. By placing an order, you represent that the Products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service, to bar any user from making any or all purchases, and/or to refuse to provide any user with any Product.

a. Payment Processing

All purchases of Products made through the Website are processed using a secure http:// connection, and payment processing is handled through the online payment processor Shopify.

OMsignal via Shopify currently accepts Visa, MasterCard, and AmEx as payment options, but this is subject to change without notice. Once transactions are accepted by Shopify, they are processed in accordance with Shopify’s program rules and procedures and Terms of Service for payments, which we encourage you to read. OMsignal and Shopify are unaffiliated companies and OMsignal has no influence on the operations of Shopify. OMsignal shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of Shopify.

b. Prices and Taxes

All prices of Products are firm and in U.S. dollars (which may be converted to other currencies by Shopify at the time of payment processing, depending on your country of origin and/or credit card account agreement). Prices are displayed on the individual product page and are subject to change without notice. Pricing does not include sales taxes as applicable, which shall be displayed during the checkout process, depending on your location. Prices are exclusive of all others costs including additional shipping options, which shall be noted during the checkout process. If you have a valid coupon or discount code, it shall be applied and displayed during the checkout process.

In the event that a Product is mistakenly listed at an incorrect price or that an incorrect discount is applied, OMsignal reserves the right to refuse or cancel any orders placed listed at the incorrect price or at an incorrect discount. OMsignal reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and the Customer’s credit card charged. If the Customer has already been charged for the purchase and the order is canceled, OMsignal shall issue a credit to the credit card used to make the purchase in the amount of the incorrect price (plus any taxes and/or additional fees as applicable).

c. Customs Duties and Foreign Taxes

Orders for Products purchased on the Website may be subject to additional taxes and customs duties applicable upon the parcel’s arrival at a foreign destination (outside Canada). You shall be responsible for and bear the possible customs duties and taxes related to a Product delivery that is ordered from outside Canada. OMsignal shall not be responsible for checking and informing you of the applicable customs duties and taxes in your country. Therefore, we strongly suggest that you seek this information from the competent authorities in your country when you make a purchase.

d. Availability

We accept your orders for Products subject to availability of inventory. If, despite our vigilance, the Product(s) requested is/are not available, we shall inform you of their unavailability by email or phone as soon as commercially possible. OMsignal shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any Product being out of stock, or from the delays resulting therefrom.

e. Return Policy

Your purchase of Products is also covered by our Return Policy, which is hereby incorporated by reference in these TOU as if recited at length.

f. Product Warranty

Your purchase and use of Products (and use of the Services related thereto) is also covered by the OMsignal Product Warranty, which is hereby incorporated by reference in these TOU as if recited at length.

 

Proprietary Rights

You acknowledge that: (a) the Applications, OMbox, Apparel, and Website contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) OMsignal and/or third parties own all rights to, titles to, and interest in the Application, OMbox, Apparel, and Website, and any content that may be presented or accessed through the Services and Website, including without limitation all Intellectual Property rights therein and thereto. The Application and Firmware is being licensed to you, and you hereby acknowledge that no title or ownership in the Application or Firmware is being transferred or assigned, and that these TOU should not be construed as a sale of any rights in the Application or Firmware. All rights not specifically granted under these TOU are reserved by OMsignal and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

You agree that you will not, and will not allow any third-party to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from, an Application, Firmware or Website, or content that may be presented or accessed through an Application or Website, for any purpose, unless otherwise permitted; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in an Application, Services, or Website; or (iii) remove, obscure, or alter OMsignal’ or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through an Application, Services, or Website.

The content, arrangement, and layout of the Website and Applications, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and computer code, are proprietary to OMsignal, either owned or under licence, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or otherwise used without the express permission of OMsignal, or as permitted by the functionality of the Website or Services or these TOU. Any unauthorized use of the content, arrangement, or layout of the Website or Application, computer code, images, logos, videos, audio, or trademarks found on the Website, OMbox, Apparel, or Application, or any derivative works thereof, may violate civil or criminal laws, including but not limited to intellectual property laws, and OMsignal may take action accordingly.

The above paragraph further applies to third-party property used as part of the Website, OMbox, or Application, including but not limited to third-party computer code. For the purposes of the present section, “computer code” includes source code, object code, frameworks, CSS or JavaScript files, templates, modules, or any similar files.

If you choose to communicate to OMsignal suggestions for improvements to the Website or Services (collectively, “Feedback”), OMsignal shall own all rights to, titles to, and interest in the Feedback, and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all rights to, titles to, and interest in the Feedback to OMsignal and waive in favour of OMsignal, its successors and assigns all moral rights to the Feedback, and agree to provide OMsignal such assistance as OMsignal may require to document, perfect, and maintain OMsignal’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to OMsignal, you are not entitled to any compensation or reimbursement of any kind from OMsignal under any circumstances.

Apple and iOS are registered trademarks of Apple Inc.

 

Interruption of Service

From time to time, the Website or Services may be unavailable for brief periods of time for maintenance and/or modifications to the Website or Services. While we will endeavour to make this unavailability as brief as possible, OMsignal and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website or Services, and disclaims any responsibility thereto.

 

Termination of the Website or Services and the TOU

You agree that OMsignal, at its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, terminate your account, or otherwise terminate your access to or use of the Website or Services (or any part thereof), immediately and without notice, for any reason, including but not limited to if OMsignal believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy.

OMsignal may also, at its sole discretion and at any time, discontinue providing the Website or Services, or any part thereof, with or without notice. You agree that OMsignal shall not be held liable to you or to any third party for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the termination of your access to the Website or Services, or from OMsignal’s termination of the Website or Services, or any part thereof.

Termination of the Website or Services, or of your access to the Website or Services, shall terminate the present TOU between you and OMsignal. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including but not limited to intellectual property provisions, disclaimers, indemnity, and limitations of liability.

 

External Links

From time to time, OMsignal may provide links to other websites or services. Links from the Website or an Application may take you to websites or services not covered by these TOU. When you access third-party resources on the internet in this manner, you do so at your own risk. OMsignal provides these links to you as a convenience, and OMsignal takes no responsibility for your use of these other websites or services, or for the protection of your privacy (including the collection of your personal information) on these other websites or services. We encourage you to check the Terms of Use and/or Privacy Policy of any website or service you visit. OMsignal does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or about any products or services available through those websites (whether for free or for purchase), or about the third parties operating those websites.

OMsignal will in no way be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Website or Application or the information thereon; (2) for any virus, Trojan horse, worm, or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with the use of or reliance upon any content, products, or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.

 

Disclaimer of Warranties

You expressly understand and agree that your use of the Website or Services, the information thereon (whether provided by OMsignal or by third parties) or any activity arising from your use of the Website or Services, or the information thereon, or the materials downloaded therefrom, is at your sole risk. The Website or Services, any materials downloaded therefrom, or any third-party materials, are provided on an “as-is” and “as-available” basis, and you will be solely responsible for any damage to your computer system or loss of data that results from the download, stream, or access of any material obtained through the use of the Website or Services, or through any other functionalities of the Website or Services, or losses or damages (financial or otherwise) resulting from (i) your use of the Website or Services, the information thereon, or any materials downloaded therefrom, or (ii) any activity arising from the use of the Website or Services, the information thereon, or any materials downloaded therefrom.

The information or resources provided through the Website or Services, written or produced by OMsignal staff, freelance writers, or other subcontractors, are known to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information on the Website or Services is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and OMsignal shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Website or through the Services.

OMsignal expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Website or Services, the information thereon and/or any materials downloaded therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable, and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. OMsignal and its directors, officers, employees, agents, suppliers, partners, and subcontractors do not warrant that: (i) the Website or Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content or software available at or through the Website or Services is free of viruses or other harmful components; or (iv) the results of using the Website or Services or any content downloaded therefrom will meet your requirements.

 

Limitation of Liability

OMsignal shall not be held liable and assumes no responsibility for any loss or damages, pecuniary or otherwise, arising from or related to the information on the Website or Services or downloaded therefrom, the use of the Website or Services, activities arising from your use of the Website or Services, or any third-party materials on the Website or available through the Services.

To the maximum extent permitted by law, in no event will OMsignal and/or its Representatives: (i) be held liable for any indirect, incidental, extraordinary, consequential, special, punitive, or exemplary damages (including but not limited to loss of revenue or profits, lost or damaged data, loss of use, business interruption, or any other pecuniary loss), arising out of or relating to the Website or Services or your use, misuse or inability to use the Website or Services, even if OMsignal has been advised of the possibility of such damages. This limitation of liability will apply regardless of the form of action, whether in whether in contract, warranty, tort, negligence, strict liability, or under any other legal theory.

Notwithstanding anything to the contrary in the TOU, in no event will OMsignal’s aggregate liability for any claims in connection with your use of the Services exceed CAD$ 100.

 

Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by OMsignal or its agents or subcontractors, you agree to indemnify, defend, and hold harmless OMsignal and its Representatives, or its affiliates and their Representatives, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Website or Services or the information thereon or information downloaded therefrom; (ii) your participation in any activities arising from the Website or Services or the information thereon or information downloaded therefrom; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

 

Governing Laws and Jurisdiction

Use of the Website or Services, and the TOU and Privacy Policy, shall be governed by and construed in accordance with the laws of the Québec in force at the time, without regard to conflict of law provisions. You agree that any legal action or proceeding between you and OMsignal shall be brought exclusively in the courts located in the Judicial District of Montréal, Québec, Canada. The foregoing choice of jurisdiction and venue shall not prevent OMsignal from seeking injunctive relief with respect to a violation of intellectual property rights, or enforcement or recognition of any award or order, in any appropriate jurisdiction.

 

Miscellaneous Provisions

The TOU, in conjunction with the Privacy Policy and any other document or policy incorporated by reference herein, constitute the entire agreement between you and OMsignal with respect to your use of the Website or Services, superseding any prior agreements between you and OMsignal. When you download an Application, you are also subject to the Terms of Service and Privacy Policy of the application distribution system you used to download the Application (i.e., the iOS App Store, called a “Third-Party Application Distributor”). We strongly suggest you read those documents prior to installing the Application. OMsignal shall in no way be held responsible for any losses or damages, whether pecuniary or otherwise, to you or any third party for your failure to adhere to the Terms of Services and/or Privacy Policy of any Third-Party Application Distributor when downloading and/or using the Application.
OMsignal shall not be held liable for any failure to perform its obligations under the present TOU, where such failure results from any cause beyond OMsignal’s reasonable control, including but not limited to mechanical, electronic, or communications failure or degradation.
If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.
OMsignal’s failure to enforce any provision of these TOU shall not be deemed a waiver of such provision nor of the right to enforce such provision.
The section titles in the TOU and Privacy Policy are for convenience only, and have no legal or contractual effect.
The parties declare that they have requested the present TOU and the Privacy Policy be drafted in English. Les parties ont convenus que les présentes Termes et conditions et la Politique de vie privée soient rédigées en anglais.

© OMsignal Inc. 2018