Terms of Service

August 28th, 2023

General Terms

By accessing and placing an order with Protexxa, you confirm that you agree with and are bound by the terms of service in the Terms & Conditions outlined below. These terms apply to the entire website, service, and any emails or communications between you and Protexxa.

License

Protexxa grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the app/platform strictly following the terms of this Agreement.

These Terms & Conditions are a contract between you and Protexxa (referred to in these Terms & Conditions as “Protexxa,” “us,” “we,” or “our”), the provider of the Protexxa website and the services accessible from the Protexxa website (which are collectively referred to in these Terms & Conditions as the “Protexxa Service”).

You agree to be bound by these Terms & Conditions. If you disagree with these Terms & Conditions, please do not use the Protexxa Service. In these Terms & Conditions, “you” refers to you as an individual and the entity you represent. If you violate any of these Terms & Conditions, we reserve the right to cancel your account or block access to your account without notice.

Definitions and Key Terms

To help explain things as clearly as possible in this Terms & Conditions, every time any of these terms are referenced, they are strictly defined as:

• Cookie: a small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analytics, and remember information about you, such as your language preference or login information.
• Company: the term refers to Protexxa Inc. (16 Industrial Parkway South #115 Aurora, Ontario L4G 0R4), responsible for your information under these Terms & Conditions.
• Country: where Protexxa or the owners/founders of Protexxa are based, in this case in Ontario, Canada
• Device: any internet-connected device such as a phone, tablet, computer or any other device used to visit Protexxa and use the services.
• Service: refers to the service provided by Protexxa as described in the relative terms (if available) and on this platform.
• Third-party service: refers to advertisers, contest sponsors, promotional and marketing partners, and others who provide our content or whose products or services we think may interest you
• App/Application: refers to the Protexxa Defender platform and related services.
• You: a person or entity registered with Protexxa to use the Services.

Restrictions

You agree not to, and you will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the app or make the platform available to any third party.
• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the app.
• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Protexxa or its affiliates, partners, suppliers or the licensors of the app.

Payment

If you register to any of our recurring payment plans, you agree to pay all fees or charges to your account for the service following the fees, charges and billing terms in effect when each fee or charge is due and payable. Unless otherwise indicated in an order form, you must provide Protexxa with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (Payment Provider) as a condition to signing up for the service. Your Payment Provider agreement governs your use of the designated credit card account, and you must refer to that agreement and not these Terms to determine your rights and liabilities concerning your Payment Provider. By providing Protexxa with your credit card number and associated payment information, you agree that Protexxa is authorized to verify information immediately and subsequently invoice your account for all fees due and payable to Protexxa hereunder and that no additional notice or consent is required. You agree to immediately notify Protexxa of any change in your billing address or the credit card used for payment. Protexxa reserves the right to change its prices and billing methods immediately upon posting on our site or by email delivery to your organization administrator(s).

Any attorney fees, court costs, or other costs incurred in the collection of delinquent undisputed amounts shall be the responsibility of and paid for by you.

No contract will exist between you and Protexxa for the Service until Protexxa accepts your order by a confirmatory email, SMS/MMS message, or other appropriate means of communication.

You are responsible for any third-party fees you may incur when using the service.

If you are a user of a paying party (a B2B customer), there may not be fees.

Return and Refund Policy

Once you subscribe to a plan, you’re charged automatically every month/year according to your subscription date. When you cancel your subscription, you cancel the automatic renewal, and we maintain full access to the tool until the end of your billing cycle. We don’t offer a refund for our monthly subscriptions. You may be entitled to a partial refund if you cancel an annual subscription within the first 30 days of the renewal date.

Use of Personal Information

When registering for an account or using the Protexxa app, you must only provide accurate and up-to-date personal information. You are strictly prohibited from using or providing any personal information that belongs to another person without that person’s explicit consent.

By signing up for and using the Protexxa app, you affirm that:

• You will only use your personal information to create and access your account.
• You have not impersonated or assumed the identity of any other individual.
• All personal information provided is accurate, complete, and up to date.
• If Protexxa becomes aware of or suspects that you have provided or used another person’s personal information without proper authorization, Protexxa reserves the right to suspend or terminate your account and access to the app. Users who engage in unauthorized use of personal information may be subject to legal action.

Your Suggestions

Any feedback, comments, ideas, improvements, or suggestions (collectively, “Suggestions”) provided by you to Protexxa concerning the app shall remain the sole and exclusive property of Protexxa.

Protexxa shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or compensation to you.

Your Consent

We’ve updated our Terms & Conditions to provide complete transparency into what is being seen when you visit our site and how it’s used. By using our app, registering an account, or making a purchase, you now consent to our Terms & Conditions.

Links to Other Websites or APIs

These Terms & Conditions apply only to the Protexxa Services. The Services may contain links to other websites not operated or controlled by Protexxa. We are not responsible for the content, accuracy or opinions expressed in such websites; such websites are not monitored or checked for accuracy or completeness by us. Please remember that when you use a link to go from the Services to another website, our Terms & Conditions are no longer in effect. Browsing and interaction on any other website, including those with a link on our platform, is subject to that website’s rules and policies. Such third parties may use their own cookies or other methods to collect information about you.

Modifications to Our Platform

Protexxa reserves the right to modify, suspend or discontinue, temporarily or permanently, the app or any service to which it connects, with or without notice and without liability to you.

Updates to Our App

Protexxa may occasionally provide enhancements or improvements to the features/ functionality of the app, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

Updates may modify or delete certain features and functionalities of the app. You agree that Protexxa has no obligation to (i) provide any Updates or (ii) continue to provide or enable any features and functionalities of the app to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the app and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

We may display, include or make available third-party content (including data, information, applications and other product and services) or provide links to third-party websites or services (“Third-Party Services”).

You acknowledge and agree that Protexxa shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Protexxa does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links to them are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by you or Protexxa.

Protexxa may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Protexxa, if you fail to comply with any provision of this Agreement. You may terminate this Agreement by closing your account and removing the app from your device.

Upon termination of this Agreement, you shall cease all app use.

Termination of this Agreement will not limit any of Protexxa’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Copyright Infringement Notice

If you are a copyright owner or such owner’s agent and believe any material on our app constitutes an infringement on your copyright, please get in touch with us setting forth the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on his behalf; (b) identification of the material that claimed to be infringing; (c) your contact information, including your address, telephone number, and an email; (d) a statement by you that you have a good faith belief that the copyright owners do not authorize the use of the material; and (e) the statement that the information in the notification is accurate, and, under penalty of perjury you are authorized to act on behalf of the owner.

Indemnification

You agree to indemnify and hold Protexxa and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your:

1. Use of the app.
2. Violation of this Agreement or any law or regulation.
3. Violation of any right of a third party.

No Warranties

The app is provided “AS IS” and “AS AVAILABLE” with all faults and defects without warranty. To the maximum extent permitted under applicable law, Protexxa, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the app, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Protexxa provides no warranty or undertaking and makes no representation of any kind that the app will meet your requirements, achieve any intended results, be compatible or work with any other software, apps, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Protexxa nor any of Protexxa’s providers make any representation or warranty of any kind, express or implied:

1. The app’s operation or availability, or the information, content, and materials or products included thereon.
2. The app will be uninterrupted or error-free.
3. The accuracy, reliability, or currency of any information or content provided through the app.
4. The app, its servers, the content, or emails sent from or on behalf of Protexxa are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the constraints of the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages you might incur, the entire liability of Protexxa and any of its suppliers under any provision of this Agreement and your exclusive remedy for all the foregoing shall be limited to the amount paid by you for the app.

To the maximum extent permitted by applicable law, in no event shall Protexxa or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the app, third-party software and third-party hardware used with the app, or otherwise in connection with any provision of this Agreement), even if Protexxa or any supplier has advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

This Agreement, together with the Privacy Policy and any other legal notices published by Protexxa on the Services, shall constitute the entire agreement between you and Protexxa concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Protexxa’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND Protexxa AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Waiver

Except as provided herein, the failure to exercise a right or to require the performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time after that, nor shall the waiver of a breach constitute waiver of any subsequent breach.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Amendments to terms and conditions

Protexxa reserves the right, at its sole discretion, to modify or replace these terms and conditions at any time. If a revision is material, we will provide notice before any new terms take effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our app after any revisions become effective, you agree to be bound by the revised terms. If you disagree with the new terms, you can no longer use Protexxa.

Entire Terms and Conditions

These terms and conditions constitute the entire terms and conditions between you and Protexxa regarding your app use and supersedes all prior and contemporaneous written or oral terms and conditions between you and Protexxa.

You may be subject to additional terms and conditions when you use or purchase other Protexxa services, which Protexxa will provide to you at the time of such use or purchase.

Updates to Our Terms

We may change our service and policies and need to make changes to these Terms so that they accurately reflect our service and policies. Unless otherwise required by law, we will notify you (for example, through our service) before we make changes to these Terms and allow you to review them before they go into effect. Then, if you continue to use the service, you will be bound by the updated Terms. If you do not want to agree to these or any updated Terms, you can delete your account.

Intellectual Property

The app and its entire contents, 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 Protexxa, its licensors or other providers of such material. They are protected by the Province of Ontario and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The material may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of Protexxa, unless and except as is expressly provided in these Terms & Conditions. Any unauthorized use of the material is prohibited.

Agreement to Arbitrate

This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR Protexxa’s INTELLECTUAL PROPERTY RIGHTS. The term dispute means any dispute, action, or other controversy between you and Protexxa concerning the Services or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. The dispute will be given the broadest possible meaning allowable under the law.

Notice of Dispute

In the event of a dispute, you or Protexxa must give the other a Notice of Dispute, a written statement that sets forth the name, address, and contact information of the party granting it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: learn@protexxa.com. Protexxa will send any Notice of Dispute to you by mail to your address if we have it or otherwise to your email address. You and Protexxa will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Protexxa may commence arbitration.

Binding Arbitration

If you and Protexxa don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration, as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute will be settled by binding arbitration under the commercial arbitration rules of the American Arbitration Association. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction as necessary to protect the party’s rights or property pending the completion of arbitration. All legal, accounting, and other costs, fees, and expenses incurred by the prevailing party shall be borne by the non-prevailing party.

Submissions and Privacy

If you submit or post any ideas, creative suggestions, designs, photographs, information, advertisements, data or proposals, including ideas for new or improved products, services, features, technologies or promotions, you expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole property of Protexxa without any compensation or credit to you whatsoever. Protexxa and its affiliates shall have no obligations concerning such submissions or posts. They may use the ideas contained in such submissions or posts for any purposes in any medium in perpetuity, including, but not limited to, developing, manufacturing, and marketing products and services using such ideas.

Promotions

Protexxa may occasionally include contests, promotions, sweepstakes, or other activities (Promotions) that require you to submit material or information concerning yourself. Please note that all Promotions may be governed by separate rules containing specific eligibility requirements, such as restrictions as to age and geographic location. You are responsible for reading all Promotions rules to determine whether or not you are eligible to participate. If you enter any Promotion, you agree to abide by and comply with all Promotions Rules.

Additional terms and conditions may apply to purchases of goods or services on or through the Services, which terms and conditions are made a part of this Agreement by this reference.

Typographical Errors

If a product and service is listed at an incorrect price or with incorrect information due to a typographical error, we shall have the right to refuse or cancel any orders placed for the product and service listed at the incorrect price. We shall have the right to refuse or cancel any such order whether the order has been confirmed and your credit card has been charged. If your credit card has already been charged for the purchase and you cancel your order, we shall immediately issue a credit to your credit card account or another payment account in the amount of the charge.

Miscellaneous

If, for any reason, a court of competent jurisdiction finds any provision or portion of these Terms & Conditions to be unenforceable, the remainder of these Terms & Conditions will continue in full force and effect. Any waiver of any provision of these Terms & Conditions will be effective only if in writing and signed by an authorized representative of Protexxa. Protexxa will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. Protexxa operates and controls the Protexxa Service from its offices in Ontario, Canada. The service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Protexxa Service from other locations do so on their initiative and are solely responsible for compliance with local laws if and to the extent local laws are applicable. These Terms & Conditions (which include and incorporate the Protexxa Privacy Policy) contain the entire understanding and supersede all prior understandings between you and Protexxa concerning its subject matter and cannot be changed or modified by you. The section headings used in this Agreement are for convenience only and will not be given any legal import.

Disclaimer

Protexxa is not responsible for any content, code or any other imprecision.

Protexxa does not provide warranties or guarantees.

In no event shall Protexxa be liable for any special, direct, indirect, consequential, or incidental damages or any damages whatsoever, whether in an action of contract, negligence or other tort, arising out of or in connection with the use of the service or the contents of the service. The Company reserves the right to make additions, deletions, or modifications to the contents of the service at any time without prior notice.

The Protexxa Service and its contents are “as is” and “as available” without any warranty or representations, whether express or implied. Protexxa is a distributor and not a publisher of the content supplied by third parties; as such, Protexxa exercises no editorial control over such content and makes no warranty or representation as to the accuracy, reliability or currency of any information, content, service or merchandise provided through or accessible via the Protexxa Service. Without limiting the foregoing, Protexxa expressly disclaims all warranties and representations in any content transmitted on or in connection with the Protexxa Service or on sites that may appear as links on the Protexxa Service or in the products provided as a part of, or otherwise in connection with, the Protexxa Service, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third-party rights. No oral advice or written information from Protexxa or any of its affiliates, employees, officers, directors, agents, or the like will create a warranty. Price and availability information is subject to change without notice. Without limiting the foregoing, Protexxa does not warrant that the Protexxa Service will be uninterrupted, uncorrupted, timely, or error-free.

Contact Us

Don’t hesitate to contact us if you have any questions.

Via email: learn@protexxa.com