Welcome to the Sapien website (the "Site"). These Terms of Service ("Terms") govern your access to and use of the Site and the services, features, content, applications, and products offered by Sapien (collectively, the "Services"). Please read these Terms carefully before using the Site or Services.
By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site or Services.
1.1 Age Requirement: You must be at least 18 years old to use the Site and Services. By using the Site or Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.
1.2 Authority: If you are using the Site or Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms and agree to be bound by these Terms on behalf of that entity.
2.1 Account Creation: To access certain features of the Site or Services, you may be required to create an account at some point in the process. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
2.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Sapien immediately of any unauthorized use of your account or any other breach of security.
3.1 Ownership: The Site, Services, and all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Sapien, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
3.2 License: Subject to your compliance with these Terms, Sapien grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services for your personal, non-commercial use.
3.3 Restrictions: You may not
(a) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Site or Services;
(b) use the Site or Services for any commercial purpose;
(c) access, monitor, or copy any content or information using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
(d) violate the restrictions in any robot exclusion headers on the Site or Services or bypass or circumvent other measures employed to prevent or limit access to the Site or Services;
(e) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
(f) deep-link to any portion of the Site or Services for any purpose without our express written permission; or
(g) "frame", "mirror", or otherwise incorporate any part of the Site or Services into any other website without our prior written authorization.
4.1 User Content: The Site and Services may allow you to submit, post, or display content, including but not limited to text, photos, videos, or other materials (collectively, "User Content"). You retain all rights in, and are solely responsible for, the User Content you post to the Site or through the Services.
4.2 License Grant: By submitting User Content, you grant Sapien a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site, Services, and Sapien's business, including without limitation for promoting and redistributing part or all of the Site or Services in any media formats and through any media channels.
4.3 User Content Representations: You represent and warrant that:
(a) you own or control all rights in and to the User Content and have the right to grant the license granted above;
(b) all of your User Content does and will comply with these Terms; and
(c) your User Content will not infringe, misappropriate, or violate a third party's intellectual property rights or any law. 4.4 User Content Disclaimer: Sapien does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Sapien expressly disclaims any and all liability in connection with User Content.
You agree not to:
5.1 Use the Site or Services for any illegal or unauthorized purpose;
5.2 Use the Site or Services to transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature;
5.3 Interfere with or disrupt the integrity or performance of the Site or Services or the data contained therein;
5.4 Attempt to gain unauthorized access to the Site, Services, or related systems or networks;
5.5 Impersonate or attempt to impersonate Sapien, a Sapien employee, another user, or any other person or entity;
5.6 Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site or Services;
5.7 Encourage or enable any other individual to do any of the foregoing.
The Site and Services may contain content from third parties and links to third-party websites or resources. Sapien is not responsible or liable for the availability, accuracy, or content of such third-party content or websites. Sapien does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
7.1 Termination by Sapien: Sapien may, in its sole discretion, terminate or suspend your access to all or part of the Site or Services at any time, with or without cause, with or without notice, and effective immediately. 7.2 Effect of Termination: Upon termination of your access to the Site or Services, your right to use the Site and Services will immediately cease. Sapien will not be liable to you for any termination of your access to the Site or Services.
THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAPIEN DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
You agree to defend, indemnify, and hold harmless Sapien, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site or Services.
These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflict of law principles. You agree to submit to the personal jurisdiction of the courts located within the Province of Ontario for the purpose of litigating all such disputes or claims.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Sapien's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Sapien.
These Terms constitute the entire agreement between you and Sapien regarding the use of the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Sapien reserves the right to modify these Terms at any time, in its sole discretion. If Sapien makes changes to these Terms, Sapien will post the revised Terms on the Site and update the "Last Updated" date at the top of these Terms. Your continued use of the Site or Services following the posting of revised Terms means that you accept and agree to the changes.
If you have any questions about these Terms, please contact us at support@sapien.io.
IN NO EVENT SHALL SAPIEN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SAPIEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.