SmartONE Solutions Inc.

Terms of Service

TERMS OF SERVICE

Our Terms of Service were last updated on July 1st, 2023

1. Introduction; Definitions; Acceptance of Terms

1.1 Introduction: SmartOne Solutions Inc. (“SmartOne”) provides the SmartOne Solution which enables residents in a SmartOne powered community to interface and interact with their suite and building amenities (the “Services”). These Terms of Service (“Terms”) govern your legal rights to use or access the SmartOne Solution and the Services.

1.2 Acceptance of Terms: These Terms take effect when you click on the appropriate acceptance box when you register to use the Services or download and install the SmartOne Solution mobile application. By clicking on the acceptance box and/or by accessing or using the Services you (a) acknowledge that you have read and understand these Terms; (b) represent and warrant that you have the right, power, and authority to enter into these Terms and, if entering into this agreement for an organization, that you have the legal authority to bind that organization; and (c) accept these Terms and agree that you are legally bound by its terms. If you do not agree to be bound by these Terms of Service or do not have authority described above, do not check the appropriate acceptance box and do not install, download, access, or use the SmartOne Solution or Services.

1.3 Update to Terms: The Terms may be changed and updated from time to time by SmartOne. SmartOne will either provide you with updated terms or post updated terms on its website (https://smart-one.ca) and will be effective as of the date of posting.  You can determine when these Terms were last revised by referring to the date it was “Last Updated” above.

Definitions

  • Account: means your SmartOne account, including the login identification and password that allows you to access the SmartOne Solution.
  • Content: means any information, data, text, software, music, sound, photographs, graphics, video, e-mail messages, or any other messages.
  • SmartOne IP means the SmartOne Solution and all intellectual property provided to you or any User in connection with using the SmartOne Solution or Services. For the avoidance of doubt, SmartOne IP includes Aggregated Statistics and any information, data, or other content derived from SmartOne’s monitoring of your access to or use of the SmartOne Solution and Services, but does not include your User Content.
  • SmartONE Solution means the SmartOne proprietary solution, which includes end user interfaces using a wallpad and a mobile application, and includes all SmartOne provided hardware, software, firmware, integrated third-party offerings, manuals, documentation or other reference material associated with the SmartOne Solution.
  • User: making Personal Information available to a third party for processing, storage or otherwise, solely to be used on behalf of SmartONE.
  • Use:  means you, the resident of the SmartOne Community, and any other persons to whom you grant access to your Account.
  • User Content: means any Content that you send, submit, post, or otherwise transmit in connection with the SmartOne Solution and Services.

2.1 Provision of Access. Subject to your compliance with these Terms, SmartOne hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the SmartOne Solution and Services for your own personal use and not for resale or further distribution. Your right to use the SmartOne Solution and Services is limited by all terms and conditions set forth in these Terms.

2.2 Use Restrictions. You shall not, and shall not permit Users to, use the SmartOne Solution or Services for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the SmartOne Solution or Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SmartOne Solution or Services except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SmartOne Service, in whole or in part; (iv) remove any proprietary notices from the SmartOne Solution or Services; or (v) use the SmartOne Solution or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

2.3 Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, SmartOne may monitor your use of the SmartOne Solution and Services and collect and compile data and information related to your use (and any Users of your Account use) of the SmartOne Solution and Services to be used by SmartOne in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SmartOne Solution and Services (“Aggregated Statistics“). As between SmartOne and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by SmartOne. You acknowledge that SmartOne may compile Aggregated Statistics based on your User Content input into the SmartOne Solution or Services. You agree that SmartOne may (i) make Aggregated Statistics publicly available in compliance with applicable privacy laws, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

2.4 Reservation of Rights. SmartOne reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the SmartOne IP.

2.5 Suspension. Notwithstanding anything to the contrary in these Terms, SmartOne may temporarily suspend your and any other User’s access to any portion or all of the SmartOne Solution or Services if: (i) SmartOne reasonably determines that (A) there is a threat or attack on any of the SmartOne Solution; (B) your or any other User’s use of the SmartOne Solution disrupts or poses a security risk to the SmartOne or to any other customer or vendor of SmartOne; (C) you or any other User is using the SmartOne Solution for fraudulent or illegal activities; (D) you are in violation of section 4 (Acceptable Use); or (E) SmartOne’s provision of the SmartOne Solution or Services to you or any other User is prohibited by applicable law (a “Service Suspension”). SmartOne shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the SmartOne Solution or Services following any Service Suspension. SmartOne shall use commercially reasonable efforts to resume providing access to the SmartOne Solution or Services as soon as reasonably possible after the event giving rise to the SmartOne Solution or Services Suspension is cured. SmartOne will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other User may incur as a result of a Service Suspension.

3.1 Lawful Use. You will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://smart-one.ca from time to time.

3.2 Account Use. You are liable for any and all use of the SmartOne Solution Service though your Account, and for determining who is authorized to use your Service, and for promptly notifying SmartOne of any unauthorized use. You agree to indemnify and hold harmless SmartOne against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal fees, as applicable) associated with such use.

3.3 Your User Content. You hereby grant to SmartOne a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display your User Content and perform all acts with respect to your User Content as may be necessary for SmartOne to provide the SmartOne Solution or Services to you. You will ensure that your User Content and any User’s use of your User Content will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law.

3.4 Password and Account Credentials. You are responsible for keeping your passwords and access credentials associated with your Account confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

4.1 You agree to use the Services in a manner consistent with all applicable laws and regulations. You shall not resell the Services in whole or in part to others. Additionally, you will not take any of the following actions with respect to the SmartOne Solution, Services, or User Content, or use our Services in any manner that:

  • is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, racially or ethnically or otherwise offensive, or abusive;
  • advocates or solicits violence, criminal conduct or the violation of any applicable laws or the rights of any third party;
  • infringes on another’s patent, trademark, trade secret, copyright, or other intellectual property or other rights;
  • interferes with others using the SmartOne Solution or Services;
  • uses or abuses the Services, or permit others or assist others to do so, in any manner that interferes with the Services or the provision of them, SmartOne’s networks or access to those networks by other users;
  • contains or contributes to software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, programs, or applications that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server, or communications systems or equipment;
  • disrupts, inhibits or interferes any other user from enjoying the Services or affiliated applications, contents, products and/or services;
  • uses any robot, spider, or other such programmatic or automatic device, including but not limited to automated dialing or inquiry devices, to obtain information from the Services or otherwise monitor or copy any portion of the Services, products and/or services;
  • creates a false identity for the purposes of misleading others;
  • uses any SmartOne domain name as a pseudonymous return email address;
  • contains any offer for unsolicited goods or services or any advertising or promotional materials;
  • attempts to disable, bypass, modify, defeat, or otherwise circumvent any of the digital rights management or other security related tools incorporated into the SmartOne Solution or any SmartOne IP or the Services;
  • systematically collects and uses any SmartOne IP including the use of any data mining, or similar data gathering and extraction methods;
  • uses, frames, or utilizes framing techniques to enclose any portion of the SmartOne Solution or Services
  • modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operates the SmartOne Solution or Services; or
  • creates a false Caller ID identity (“ID Spoofing”) or forged email address or header or false namespace associated with SmartOne enabled URLs and widgets, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.

5.1 Monitoring. SmartOne may monitor the use of the Services for violations of these Terms. SmartOne may suspend or delete your Account if we suspect a violation of these Terms, or if we think it necessary in order to protect the SmartOne IP, or SmartOne, its affiliates, directors, officers, agents, and employees from harm. SmartOne has the right (but not the obligation) to remove any User Content that violates these Terms.

5.2 Providing Information to Authorities and Third Parties. If SmartOne believes that you have used our Services for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. you consent to our forwarding of any such communications and information to these authorities.

6.1 Confidential Information. From time-to-time SmartOne may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). You shall not disclose Confidential Information to any person or entity, except to other Uses who require the Confidential Information to use the Services. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you shall first have given written notice SmartOne and made a reasonable effort to obtain a protective order. Your obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to you and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6.2 Privacy Policy. SmartOne complies with its privacy policy available at (“Privacy Policy“), in providing the SmartOne Solution and Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the SmartOne Solution or Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

7.1 Intellectual Property Ownership. As between you and SmartOne, (a) we own all right, title, and interest, including all intellectual property rights, in and to the SmartOne Solution or Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to your User Content.

7.2 Feedback. If you or any of any User under your Account sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the SmartOne Solution or Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us, and you shall cause any Users under your Account to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

8.1 Limited Warranty. SmartOne warrants that it provides SmartOne Solution and Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

8.2 Disclaim of Warranty. EXCEPT FOR THE LIMITATED WARRANTY SET FORTH IN SECTION 8.1, THE SMARTONE SOLUTION AND SERVICES ARE PROVIDED “AS IS” AND SMARTONE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SMARTONE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SMARTONE SOLUTION OR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

8.3 Release. You hereby release and forever discharge SmartOne (and its officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the SmartOne Solution and/or Services and any interactions or transactions of you with, or act or omission of you in relation to an Instructor

9.1 Termination By SmartOne. In addition to any other express termination right set forth in these Terms, in the event that your building owner, property manager or condominium board, as applicable, terminates its underlying service agreement(s) with SmartOne, the e Services and your access to the SmartOne Solution will also terminate effective the date that our service relationship with your building owner, property manager or condominium board, as applicable, ends. SmartOne may also immediately terminate the Service and your access to the SmartOne Solution if you materially breach these Terms or become insolvent, bankrupt or generally unable to pay your debts, if applicable, as they become due. SmartOne may also terminate the Service and your access to the SmartOne Solution for convenience and for any reason upon at least thirty (30) days’ advance notice.

9.2 Termination by You. If you do not agree to any of these Terms, you may terminate your Service at any time if you, and all Users under your Account delete the SmartOne Solution app from their mobile devices.

9.3 Effect of Termination. Upon termination of these Terms, you shall immediately discontinue your use of the SmartOne Solution. Termination will not affect your obligation to pay any amounts due or payable to SmartOne.

10.1 To the maximum extent permitted by applicable law, in no event will SmartOne, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will SmartOne be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.

10.2 To the maximum extent permitted by applicable law, SmartOne assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the Services or any content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the SmartOne Solution or Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the SmartOne Solution or Services; and/or (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the SmartOne Solution or Services by any third party. In no event shall SmartOne, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $100 (Cdn).

10.3 This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if SmartOne has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

11.1 The trademarks and logos displayed on the SmartOne Solution are the property of SmartOne or other third parties. You are not permitted to use any of these trademarks without the prior written consent of SmartOne or the third party.

12.1 The SmartOne Solution uses cookies to identify users, compile usage statistics, and to provide customized services. Cookies are small text files stored on your computer to identify your browser. Our use of cookies does not enable others to access your personal information.

13.1 The SmartOne Solution uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names and passwords. Although SmartOne takes reasonable steps concerning security of the SmartOne Solution, no application that accesses the Internet is completely secure from unauthorized access.

14.1 Interpretation of these Terms will be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the Courts of the province of Ontario.

15.1 No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority to bind SmartOne in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. These Terms constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and these Terms will be construed as if such invalid, illegal or enforceable provision had never been contained herein. Any provision by its express terms or nature and context that is intended to survive termination or expiration of these Terms, will survive any such termination or expiration.

If you have any questions concerning these Terms, please contact SmartOne via email at [email protected].

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