Terms of Service

1. INTRODUCTION

Welcome to Modulo Software and Jabacus.

Modulo Software Inc. ("Modulo Software", "we", "us","our") provides services that could save you time when performing engineering design calculations.

2. LEGAL AGREEMENT

These terms of service ("TOS") govern your use of our services, or websites (collectively, the "Service"). By using and accessing the Service, you agree to be bound by and comply with this TOS. Certain parts of the Service may require you to agree to additional terms or guidelines. You may not use the Service if you do not accept this TOS. For purposes of this TOS "you" shall mean either you as an individual or the entity on whose behalf you are accepting this TOS and who is afforded all rights and bound by all terms under the Agreement. You represent that you are authorized to accept this TOS and conditions. If you do not agree to be bound by this TOS in its entirety, you may not attempt to use any Modulo Software services or products.

3. ACCEPTING THE TERMS

In order to use the Services, you must first agree to the TOS. You may not use the Services if you do not accept the TOS. You can accept the TOS by: (a) clicking to accept or agree to the TOS, where this option is made available to you by Modulo Software in the user interface for any Service; or (b) by actually using the Services. In this case, you understand and agree that Modulo Software will treat your use of the Services as acceptance of the TOS from that point onwards.

You may not use the Services and may not accept the TOS if (a) you are not of legal age to form a binding contract with Modulo Software, or (b) you are a person barred from receiving the Services under the laws of the Canada or other countries including the country in which you are resident or from which you use the Services.

4. ACCOUNT; MEMBER INFORMATION

You represent that you are of legal age to form a binding contract. In order to use certain Services, you must provide certain information during the registration process ("Registration Data"). You agree that your Registration Data will always be accurate and current, which you can edit at any time by logging in to your account.

If you sign up for a premium for-pay Service, you will receive a password and account upon completing the Service's registration process. You are responsible for the safekeeping of your password and account and are fully responsible for all activities and purchases that occur under your password or account.

5. PRIVACY POLICY

You consent to the collection and use of your Registration Data and certain other information in accordance with our Privacy Policy located at http://www.jabacus.com/privacy.php.

6. FEEDBACK TO MODULO SOFTWARE

By submitting feedback, ideas, ratings, reviews, or suggestions ("Feedback") to Modulo Software, publicly through web pages (e.g. forums), or privately through customer service, you acknowledge and agree that: (a) your Feedback automatically becomes the property of Modulo Software without any obligation of Modulo Software to you; (b) your Feedback does not contain confidential or proprietary information of you or any third party; (c) Modulo Software may use or disclose such Feedback for any purpose, in any way, in any media worldwide; (d) Modulo Software may have something similar to the Feedback already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from Modulo Software.

7. MEMBER CONDUCT

You agree to not use the Service to: (a) harm minors in any way; (b) impersonate any person or entity, or misrepresent your affiliation with a person or entity; (c) engage in any unsolicited or unauthorized advertising, "spamming" or "chain letters," or any other form of solicitation; (d) stalk or otherwise harass another; (e) transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) interfere with or disrupt the Service or servers or networks connected to the Service; or (g) intentionally or unintentionally violate any applicable local, state, national or international law; You agree to not upload, post, or transmit or make available any Content that: (h) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (i) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information protected under nondisclosure agreements); or (j) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. You will not access any of the Services (a) by any means other than through the interface that is provided, or (b) through any automated means (including use of bots, scripts or web crawlers). You will not override or circumvent any security components or violate any usage rules relating to the protection of materials or technology on the Service.

8. PROPRIETARY RIGHTS

All right, title and interest to the Service (which includes any Modulo Software content or materials made available via the Service, the Service's look and feel, the designs, service marks, trademarks and trade names displayed on the Service) are the property of Modulo Software, its affiliates, licensors or users, and are protected by copyrights, patents, trademarks or other proprietary rights and laws. You may not use, copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense or otherwise transfer any right, of any part of the Service without the prior written consent of the respective owner.

Unless otherwise agreed to in a separate agreement between Modulo Software and you, with respect to any software that we provide to you, Modulo Software grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use such software provided, for the sole purpose of enabling you to use the Service in the manner permitted by this TOS. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software or any part thereof. You may not assign or grant a sublicense of your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

9. THIRD PARTY CHARGES

You (and not Modulo Software) are solely responsible for any fees or charges incurred to access the Service through an internet access or mobile access provider, or other third party.

10. NO RESALE OF SERVICE

You agree to only use the Service for personal purposes, and not for any unintended use of the Service. You agree not to reproduce, duplicate, copy, sell, trade, resell, frame, or exploit for any commercial purposes, any portion of the Service's websites.

11. ADVERTISEMENTS; ANNOUNCEMENTS

The Service may display advertisements or announcements. In consideration for Modulo Software granting you access to and use of the Services, you agree that Modulo Software may place such advertising or announcements on the Service.

12. INDEMNITY

You agree to indemnify and hold Modulo Software Inc and its affiliates, members, officers, agents, directors, employees, partners, shareholders, licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of this TOS, or your violation of any rights of another.

13. MODIFICATIONS TO SERVICE

We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that Modulo Software shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

14. TERMINATION

You agree that Modulo Software may terminate your Modulo Software or Jabacus account and access to the Service at any time, without notice, for any reason, including but not be limited to, (a) breaches or violations of this TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you to delete your account, (d) discontinuance or material modification to the Service, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your account includes deletion of your Content, deletion of your password and all related information, and files and content associated with your account. Further, you agree that Modulo Software shall not be liable to you or any third party for any termination of your account or access to the Service.

15. LINKS

The Service or third parties may provide links to other websites or resources. We do not endorse and are not responsible or liable, directly or indirectly, for any damage or loss caused by your use of or reliance on any such content, goods or services available on or through any such site or resource.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MODULO SOFTWARE INC. AND ITS AFFILIATES, DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) Modulo and its affiliates, members, directors, officers, employees, shareholders, agents, partners and licensors make no warranty that (i) the Service will meet your requirements; or (ii) the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components.
(c) Any material downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
(d) Under no circumstances will Modulo Software be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
(e) The Service should not be used or relied upon for any general or specific application without competent professional examination and verification of its accuracy, suitability and applicability by a licensed professional engineer, designer or architect.

17. LIMITATION OF LIABILITY

You expressly understand and agree that Modulo Software and its affiliates, directors, members, officers, employees, shareholders, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Modulo Software has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Service; or (e) ENGINEERING DESIGNS OR PLANS PREPARED WITH INFORMATION FROM THE SERVICE; or (f) ANY ENGINEERING DECISIONS BASED ON THE SERVICE; or (g) any other matter relating to the Service. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

18. NOTICE

We may provide you with notices, including those regarding changes to this TOS, including but not limited to by email, regular mail, text message, postings on the Service, or other reasonable means now known or developed later.

20. DISCLAIMER

Any views, statements, advice or other information made available or expressed by third parties or users are those of the respective third party or user and not of Modulo Software. While we may seek community participation on our website through these various means, we do not endorse and are not responsible for the reliability or accuracy of any advice, opinion or statement made on the Service.

21. FEES.

You acknowledge that Modulo Software may charge a fee for the use of any Service, provided that Modulo Software notifies you of any such fee that applies before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you.

22. MODIFICATION.

Modulo Software reserves the right to change or modify the Service, any of the terms and conditions contained in this TOS, or any policy governing the Service, at any time. You are responsible for regularly reviewing any updates to this TOS at http://www.jabacus.com/terms.php. Any changes or modifications to this TOS will become binding after your continued use of the Service after such terms have been updated by Modulo Software.

23. SUPPORT; CHANGES TO CLIENT.

Modulo Software may elect to provide you with customer support, in its sole discretion, and may terminate such support at any time without notice. Modulo Software may change, limit, suspend, or discontinue any aspect of the Service at any time, including the availability of any feature or content.

24. GENERAL

This TOS shall be governed by applicable Canadian federal laws and the laws of the Province of British Columbia, excluding any conflict of law provisions. This TOS shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of the Canadian federal and British Columbian provincial courts located in Vancouver, BC, in connection with any dispute arising out of or in connection with this TOS or its subject matter, and the parties irrevocably waive any right that they may have to assert that any such court lacks jurisdiction or that such forum is not convenient. If any provision in this TOS should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this TOS if no such modification is possible, and other provisions of this TOS shall remain in full force and effect. The controlling language of this TOS is English. If you have received a translation into another language, it has been provided for your convenience only. A waiver by either party of any term or condition of this TOS or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer, by operation of law or otherwise, this TOS or any rights or obligations hereunder. Any such purported transfer or assignment will be void. Subject to the foregoing sentence, this TOS shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. This TOS constitute the entire agreement between the parties concerning the subject matter hereof.

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