Terms of Service
Updated
September 10, 2022
Please read these terms of service (this “agreement”) carefully. This agreement constitutes a legal agreement between Garnet Labs Inc. and its representatives and affiliates (“garnet”, “we”, “us” or “our”) and you and/or the entity you represent, as applicable (“you” or “your”). By acknowledging this agreement and/or using the services (as defined below), you expressly acknowledge that you have read, understand and agree without limitation or qualification to be bound by this agreement and you accept all of its terms.
This Agreement
Acceptance of this Agreement
By accessing the website located at Privacy Policy
Our Commitment to Privacy
Garnet Labs Inc. and its representatives and affiliates (collectively, “Garnet”, “we”, “us” or “our”) are committed to protecting your privacy. This Privacy Policy (as updated from time to time, this “Privacy Policy”) has been designed to comply with Canada’s Personal Information Protection and Electronic Documents Act and other applicable federal, state and provincial privacy laws relating to the protection of personal information (collectively, “Privacy Laws”). This Privacy Policy forms part of and is hereby expressly incorporated into our Terms of Service (the “Agreement”).
Scope
In this Privacy Policy, we explain how we collect, use, disclose and protect the personal information of our Users (as defined below).
You are a “User” if you are an individual and you access our website located at https://garnet.ai or related links (collectively, the “Site”), install or use any other software supplied by us, access any information, function, feature, application, product or service made available by us or register an account with us (collectively, the “Service”).
Your “personal information” means any information about you as defined in applicable Privacy Laws and includes information such as your full name, address, postal code, email address and geographic location. It may also include information on how you use the Service. It does not include business contact information or certain publicly available information.
Updates
We may modify this Privacy Policy at any time for any reason, effective upon posting an updated version through the Service. If the modifications are significant, we will use commercially reasonable efforts to provide you with prior notice via email or other reasonable means. You should regularly review this Privacy Policy, as your continued use of the Service after the date on which an updated version becomes effective constitutes your acceptance of the updated Privacy Policy. In the event that you do not accept the updated Privacy Policy, your sole and exclusive remedy is to cease your access and use of the Service.
Collection
We may collect personal information when you provide it to us, including by way of your interaction with us and your access and use our Service. We try to minimize the collection of personal information to only what is reasonable and necessary to provide our Service and to develop, assess and improve our Service. We only collect personal information if non-identifying information is not sufficient for this purpose.
We may collect the following categories of personal information about you:
identifiers, which may include your name, address, email address, telephone number, social media ID, user ID, username or screen name, password, IP address or MAC address;
commercial information, which may include payment, banking or other financial information;
internet or network activity, which may include your operating system type and version, web server type and version, database type and version, cookie information, device information, browsing information, browsing activities, platform use data, mobile use data, referring domain, destination domain, destination path, performance, security, software configuration, website user statistics, viewing activity and communication preferences;
mobile device information, which may include your unique device identifier, mobile advertising identifier (assigned by your mobile platform), information about your mobile device screen size, date and time of mobile device use and other mobile device-related information;
geolocation information, which may include geographical information derived from your IP address, MAC address or device GPS;
audio, visual or electronic information, which may include screen sharing views or any data contained in files uploaded, emailed or otherwise provided by you;
information from third parties (where you have authorized it); and
other information, which may include the contents of your communications with us, whether through email, social media, telephone or otherwise, and inferences we may make from other personal information we collect.
Use and Disclosure
Purposes of Use and Disclosure
We may use or disclose the personal information we collect about you for the following purposes:
to verify your identity;
to contact you or your designated representatives;
to manage the administration of your account,
to provide you with our Service;
to maintain and improve our Service;
to develop new services;
to advertise, market and promote our Service
to identify new users or customers;
to measure our performance;
to tailor the content and advertising on our Site and other services;
to manage your preferences;
to provide a more personalized user experience;
to monitor your compliance with any of your agreements with us;
to satisfy our legal, regulatory, custodial and tax reporting requirements;
to establish our legal rights or defend against legal claims;
to protect you, us and others from fraud and error and to safeguard our business interests;
to collect debts owed to us;
to manage or transfer our assets or liabilities, which may include in the event of an acquisition, disposition, merger, amalgamation or other business transition or transaction; and
for any other purpose which we disclose to you from time to time.
If we ever wish to use or disclose the personal information we collect about you for a purpose not previously identified, the new purpose will disclosed to you prior to such use or disclosure and your consent to such use or disclosure will be sought (unless such use or disclosure is required or authorized by law).
Third Party Use and Disclosure
To the extent permitted by applicable law, we may disclose the personal information we collect about you to the following third parties:
our affiliates, agents or business partners;
our service providers, which may include service providers of website hosting, payment processing, product delivery, accounting services, legal services, tax services, consulting, professional advising, surveys, market research, data analysis, reporting, and marketing;
a purchaser, investor, new affiliate or other successor in the event that we or any affiliate, portion, group or business unit of us undergoes an acquisition, disposition, merger, amalgamation or other business transition or transaction;
legal, governmental, regulatory, tax or judicial authorities (“Authorities”) to comply with any law, directive, judicial or administrative order, legal process, investigation, warrant, subpoena, government request, regulatory request, law enforcement or as otherwise required or authorized by law or such Authorities; and
other third parties, including (a) to whom you have authorized us to disclose your personal information, (b) to investigate, prevent or take action regarding suspected illegal activities, fraud or violations of the Agreement, (c) to protect the safety or the security of persons or property, and (d) to the extent we believe is reasonable and necessary for the purposes set out in this Privacy Policy.
Whenever we disclose personal information to third parties, we try to minimize the disclosure of personal information to only what is reasonable and necessary for the third party to fulfill the particular purpose for disclosure. We also require, by contractual means, that the third party maintain and protect the confidentiality of the disclosed personal information to the same degree as it if were in our possession.
At times, we may transfer your personal information outside of Canada, including to third parties outside of Canada who may perform services for us which involve some of the personal information we collect about you. Accordingly, some of your information may be processed or stored in the jurisdiction where the third party is located. This information is subject to both the laws of Canada and the laws of the third party’s jurisdiction and may be accessible by the Authorities of other jurisdictions. When we transfer personal information to third parties, we ensure by contractual means that the transferred personal information is protected to the same degree as if it were in our possession.
Consent
Obtaining Consent
We will not collect, use or disclose your personal information without first obtaining your consent (except where required or authorized by law). Your consent can be express, implied or given through an authorized representative, such as a lawyer, agent or broker.
By accessing or using our Site or Service or voluntarily providing your personal information to us, you are consenting to the collection, use and disclosure of your personal information in accordance with this Privacy Policy
Withdrawing Consent
You may withdraw all or part of your consent for us to collect, use or disclose your personal information in accordance with this Privacy Policy at any time upon reasonable notice to us in writing, subject to legal, contractual or other restrictions. The withdrawal of your consent may affect our ability to provide you with the same access to or use of our Service.
You may also withdraw all or part of your consent to receive promotional emails from us by following the opt out instructions provided in such emails. If you opt-out, we may still send you non-promotional emails, such as messages about your account or our ongoing business relations.
Protection
Accuracy
We try to ensure that the personal information we collect about you is accurate, complete and up to date. In some cases, we rely on you to ensure that certain personal information, such as your address or telephone number, is accurate, complete and up to date. Users are requested to notify us as soon as possible of any changes, deletions or corrections to their personal information so that we may keep such information up to date.
Accessibility
With certain limited exceptions as provided under applicable Privacy Laws, you have the right to access your personal information held by us and to request that the information be corrected if it is inaccurate, incomplete or collected in violation of law. You may update or correct information about yourself by contacting us in accordance with Section 7. Please note that we may be unable to provide you with full access to your personal information if we are prohibited by law or regulatory reasons to do so, or if the information has been securely destroyed in accordance with our practices. Subject to legal or contractual restrictions, we will provide you with an explanation if we are unable to fulfill your access request. In accordance with applicable law, we must take steps to verify your identity before fulfilling any of the above requests. If you maintain an account with us, we may verify your identity through existing authentication practices for the account, such as your username and password. We may also verify your identity by matching two or three data points of identifying information about you.
Safeguards
We maintain physical, electronic and procedural controls consistent with regulatory standards to protect the personal information in our custody or control. Reasonable measures, such as system access security controls, safeguards to detect and prevent security system failures, restricted access, and employee training, have been implemented to help protect personal information from unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks. We also take reasonable steps, through contractual or other reasonable means, to ensure that a comparable level of personal information protection is implemented by the third parties who assist us in providing products and services to you. However, please note that complete and permanent confidentiality and security cannot be guaranteed when information is transmitted electronically.
You can also play an important role in protecting your personal information. For example, you should:
create a strong and unique password for your user accounts;
never share your user accounts or passwords with anyone (note that we will never ask you for your password, including in any unsolicited communication such as letters, telephone calls or emails);
log out of your user account each time you are finished using it, especially if you share your device with others;
use a strong and unique password on your device; and
never post information on our Site that you do not want to be viewed or used by others.
Retention and Disposal
We retain personal information in accordance with our records retention program. Such personal information is retained for as long as is necessary for the purposes set out in this Privacy Policy, unless a longer period is permitted or required under applicable law or is needed to resolve disputes or protect our legal rights. After this period, such personal information will be destroyed or disposed of in a manner commensurate with its sensitivity.
Other Data Practices
Cookies and Similar Technologies
We may use cookies and similar technologies to measure web activity to provide you with a better user experience on our Site and during the course of providing our Services. A “cookie” is a unique numeric code that we transfer to your device so that we can keep track of your interests and preferences and recognize you as a returning visitor to the Site and Service. If you choose not to accept cookies from us, you will still be able to access many of the features on our Site and Service, but with certain limitations to access and functionality.
Aggregated and Anonymized Personal Information
To the extent permitted by applicable law, we may uses, process, transfer and store data about Users or partners in an anonymous or pseudonymous manner. We may also aggregate statistics that we gather about our Users, sales, usage data and products and services. We may combine such anonymized and/or aggregated personal information with other information collected, including from third parties. With your consent or as permitted by applicable law, we may use such anonymized and/or aggregated personal information in ways and for purposes not previously identified in this Privacy Policy, including for benchmarking, analytics, research, reporting, machine learning and other business purposes.
Children
Our Service is not targeted or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe that a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us in accordance with Section 7 to request that we remove the information from our systems. If we learn that any personal information we collected has been provided by a child under the age of 13, we will promptly delete that personal information.
External Websites
Our Service may provide URL links to other websites, mobile applications, resources or Internet locations which we do not have control over (“External Websites”). Such links do not constitute an endorsement by us of those External Websites. We have no control over and are not responsible for External Websites, their content or any goods or services offered or made available on them. Your access to or use of any External Website is subject to the terms of use and privacy policy of that such External Website.
GDPR Privacy
Legal Basis for Processing Personal Data under GDPR
We may process Personal Data under the following conditions:
Consent: You have given your consent for processing Personal Data for one or more specific purposes.
Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with you and/or for any pre*contractual obligations thereof.
Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
Vital interests: Processing Personal Data is necessary in order to protect your vital interests or of another natural person.
Your Rights under the GDPR
We undertake to respect the confidentiality of your Personal Data and to guarantee you can exercise your rights.
You have the right under this Privacy Policy, and by law if you are within the EU, to:
Request access to your Personal Data. The right to access, update or delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact Us to assist you. This also enables you to receive a copy of the Personal Data We hold about You.
Request correction of the Personal Data that We hold about you. You have the right to to have any incomplete or inaccurate information we hold about you corrected.
Object to processing of your Personal Data. This right exists where we are relying on a legitimate interest as the legal basis for our processing and there is something about your particular situation, which makes you want to object to our processing of your Personal Data on this ground. You also have the right to object where we are processing your Personal Data for direct marketing purposes.
Request erasure of your Personal Data. You have the right to ask us to delete or remove Personal Data when there is no good reason for us to continue processing it.
Request the transfer of your Personal Data. We will provide to you, or to a third-party you have chosen, your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which you initially provided consent for us to use or where ye used the information to perform a contract with you.
Withdraw your consent. You have the right to withdraw your consent on using your Personal Data. If you withdraw your consent, we may not be able to provide you with access to certain specific functionalities of the Service.
Disclaimer to Complete Security
By accepting this Privacy Policy, you acknowledge and agree that no data transmission over the Internet is completely secure. We cannot guarantee or warrant the security of any information you provide to us and you transmit such information to us at your own risk.
Contact us
If you have questions or complaints with respect to our privacy policies and practices or if you wish to request access to, or correction of, your personal information under our care and control, please contact our Privacy Officer at:
Attention | Garnet Labs Inc. |
Mailing Address | 155 Wellington Street West |
Inquiries or complaints will be dealt with promptly. We will acknowledge your query, investigate it and provide you with a response within 30 days.
File a Complaint
If you believe the Privacy Laws relating to the protection of your personal information or this Privacy Policy have not been respected, you may file a complaint with us. We will acknowledge your complaint, investigate it and provide you with a response within 30 days. If, after an investigation, your complaint is deemed justified, we will take appropriate steps to correct the situation, including, if necessary, amending our policies and practices. If you are not satisfied with the results of the investigation or the corrective measures taken by us, you may exercise the remedies available to you under law by contacting the Office of the Privacy Commissioner of Canada at the address below:
Address | Office of the Privacy Commissioner of Canada |
you have read, understand and agree, without limitation or qualification, to be bound by this Agreement and any other policies or terms referenced within or posted throughout the Service from time to time, including but not limited to the Privacy Policy, which are hereby expressly incorporated by reference into this Agreement;
if you are an individual, you are of legal age in the jurisdiction in which you reside to form a binding contract with Garnet (the “Minimum Age”) and you have the authority to enter into the Agreement personally; and
if you are representing, an entity, organization, company or other group (each an “Entity”), you are an authorized representative of such Entity and you have the authority to enter into the Agreement on behalf of such Entity and to bind such Entity to the Agreement.
Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, personally or on behalf of the Entity, as applicable, you may not access or use (or continue to access or use) the Service.
Modifications
Garnet reserves the right, at our sole discretion, to change or modify the terms of this Agreement at any time, effective upon posting an updated version of this Agreement through the Service. If changes are made to material terms, we will use commercially reasonable efforts to notify you via email or other reasonable means. You should regularly review this Agreement, as any continued use of the Service after the date that an updated version of this Agreement become effective constitutes your agreement. In the event that you do not accept an updated version of this Agreement, your sole and exclusive remedy is to cease your access and use of the Service.
Proof of Concept
If you are using the Service during a proof of concept (“POC”), your use of the Service during the POC period is governed by this Agreement. If you continue to use the Service after the conclusion of the POC period without a fully executed subscription agreement between Garnet and you, you understand that this Agreement will also govern your ongoing use of the Service.
The Service
Description of the Service
The Service is an observability platform (the “listen.dev platform”) that analyzes open source dependencies in a User’s code, configuration file, or other item relating to a User’s software projects used during the term of this Agreement (“Protected Asset”), to alert Users of a vulnerability or other issue identified by the Service as potentially negatively affecting the security, integrity or functioning of the Protected Asset (“Issues”).
General Practices and Limits Regarding your Use of the Service
You acknowledge that Garnet may establish general practices and limits concerning your use of the Service and that Garnet reserves the right to change its general practices and limits at any time, in its sole discretion, with or without notice. Garnet reserves the right to terminate accounts that are inactive for an extended period of time
While we use commercially reasonable efforts to properly identify dependencies and Issues for review, you acknowledge that we do not warrant that we or the Service will be able to:
find and monitor all Issues included in, applicable to or used by the Protected Asset or your applications containing it; and
provide a remediation for all Issues identified by the Service.
You also agree that:
the Service does not constitute professional advice (including legal advice) in relation to the Protected Asset and we do not guarantee it is a complete source of all Issues, nor that it is relevant or suited to the Protected Asset or your software projects generally;
you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use;
a recommended remediation will not break the functionality of your code or will not result in the introduction of new Issues. You acknowledge that it is your responsibility to assess the impact of the remediation before applying it; and
remediations are provided for general information only, and have not been made with your particular requirements in mind. It is therefore not intended to amount to advice on which you should solely rely.
Each User is solely responsible for complying with all applicable local, provincial, state, national or international laws, rules, regulations and standards (“Applicable Law”).
Prohibited Access and Use of the Service
You may not access, use or register an account with the Service if you are temporarily or permanently suspended from the Service, if you are our direct competitor and for any other reason as determined in Garnet’s sole discretion from time to time, including for breach of this Agreement. Garnet may temporarily or permanently suspend or terminate any account, at any time, in its sole discretion.
Account Registration and Security
You may be required to register an account with the Service in order to access and use certain features of the Service. If you choose to register an account, you agree to provide and maintain true, accurate, current and complete information about yourself, or the Entity you represent, as requested by Garnet’s registration process and ongoing account maintenance. Registration data and certain other information about you are governed by our Privacy Policy.
You are responsible for maintaining the confidentiality of your sensitive credentials (such as passwords and keys) related to your account and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Garnet of any unauthorized use of your account and credentials or any other breach of security, and (b) ensure that you use security best practices when accessing the Service. Garnet will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to the Service
Garnet reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Garnet shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any loss or damage arising therefrom. You agree that Garnet has no obligation to modify the Garnet Platform to support your use of the Service and you acknowledge that the accuracy and completeness of the Service is dependent on a number of factors outside of our control, including design, implementation, use of the Protected Asset, erroneous dependency or Issue data and changes to the environment in which the Protected Asset is used.
Communications
By registering an account with Garnet and providing your contact information, you are consenting to be contacted by Garnet or any of its business partners by telephone, text message, email, fax, telephone or any other means. In the event you no longer want to receive communications from Garnet or its business partners, you may opt-out by emailing support@garnet.ai.
Closing Your Account
You may close your account at any time and without cost, but you will remain liable for any outstanding purchases, fees or other charges incurred with respect to the Service. Once an account is closed, Garnet will not issue refunds for any amounts previously incurred with respect to the Service. You may close your account by emailing support@garnet.ai.
Please review our Privacy Policy for further information about our practices regarding your personal information, which may continue to apply to personal information associated to an account even after such account is closed. In connection to closing your account, you agree that Garnet has no liability or responsibility for the deletion or failure to store any data or other content maintained or transmitted by the Service.
Conditions of Use
User Conduct
You are solely responsible for all descriptions, pictures, listings, information, data, text, music, sounds, graphics, videos, messages or other materials, including any Protected Asset, that you upload, post, publish, send or display (hereinafter, “upload”) or otherwise use or generate through the Service (“User Content”). Provided below are examples of the kind of User Content and/or use of the Service that is illegal or prohibited by Garnet. Garnet reserves the right to investigate and take appropriate action, including but not limited to legal action, against anyone who, in Garnet’s sole discretion, violates this Section, including but not limited to, removing the offending User Content from the Service, suspending or terminating the offending account and reporting you to law enforcement authorities.
You agree to not use the Service to:
upload or otherwise transmit any User Content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful or otherwise considered objectionable in Garnet’s sole discretion; (ii) you do not have a right to use, sell or transmit under any law or under any contractual or fiduciary relationship; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications tools or equipment; or (vi) in Garnet’s sole discretion, is considered objectionable or which restricts or inhibits any other User or prospective user from using or enjoying the Service, or which may expose Garnet or its Users to any harm or liability of any type;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
violate any Applicable Law or any rule, regulation or standard having the force of law;
further or promote any criminal activity or enterprise, or provide instructional information about illegal activities;
obtain or attempt to access any materials or information through any means not intentionally made available or provided for through the Service; or
monitor the Service’s functionality, performance, availability of any other competitive benchmarking-related purpose;
User Representations, Warranties and Agreements
You represent and warrant that:
you will access and use the Service solely for your internal business operations;
you will use your real name or business name with respect to your account and general use of the Service;
when using or accessing the Service, you will act in accordance with all Applicable Law and in good faith; and
you do not have any motivation, status or interest that Garnet may reasonably wish to know about in connection with the Service, including without limitation, if you are using or will or intend to use the Service for any competitive, journalistic, academic, investigative, unlawful or otherwise bad faith purpose.
International Use; Export Control
Canada and the United States control the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any part of the Service to countries or persons prohibited under export control laws. By accessing or using the Service, you expressly agree that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export and re-export of the Service.
Payment
Fees
You agree to pay us fees in accordance with the relevant pricing plan. The fees are non-cancellable and non-refundable, except as expressly stated otherwise. We reserve the right to change our fees or payment plans at any time and to withhold provision of the Service until the relevant fee has been received in full and cleared funds.
Payment Method
You may provide Garnet with your credit card, banking or other financial information (“Payment Method) in order to register an account and/or pay the fees to access and use the Service. If you submit your Payment Method to Garnet through the Service, then you authorize Garnet to store such data in accordance with the practices described in our Privacy Policy. You will promptly update the information with respect to your Payment Method with any changes that may occur (e.g., a change in your billing address or credit card expiration date).
You hereby authorize our third party payment processor to bill your Payment Method for the applicable fee in advance of, on or shortly after the applicable purchase date or subscription date, which, depending on the terms of your purchase, may automatically occur each month or anniversary thereafter until terminated by you or us.
Intellectual Property Rights
Garnet IP
Garnet alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service and the Garnet Platform, all content contained therein (excluding User Content) and all technology and software underlying or distributed in connection therewith (the “Garnet Technology”) as well as the collective ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing the Services hereunder, including any derivative works, improvements, enhancements and/or extensions made to the Services and any information reflecting the access or use of the Service by or on behalf of any User, including but not limited to visit-, session-, impression-, click through- or click stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing (the “Usage Data”).
The Garnet name and logos are trademarks and service marks of Garnet (collectively, the “Garnet Trademarks”). Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Garnet Trademarks without our prior written consent in each instance, which may be withheld in our sole discretion. All goodwill generated from the use of Garnet Trademarks will inure to our exclusive benefit. Other names and logos used and displayed through the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Garnet.
“Garnet IP” means the Garnet Technology, Usage Data and Garnet Trademarks, and does not include User Content or any Protected Asset.
Except as expressly authorized by Garnet, you agree not to modify, copy, frame, scrape, rent, lease, loan, distribute, sell, re-sell, create derivative works of, reverse engineer, reverse assemble or otherwise attempt to discover the source code of, transfer any right in or, generally, do any of the foregoing with respect to the Garnet IP, in whole or in part. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Garnet from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking, including by masking your IP address or using a proxy IP address. Any use of the Service or Garnet IP other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Garnet.
Garnet Grant of License
During the term of this Agreement and in accordance with this Agreement, Garnet grants to the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable worldwide license to permit Users to access and use the Service solely for the User’s internal business purposes.
User Content
The User retains all right, title and interest, including all related intellectual property rights, in and to the User’s applications and software, Protected Asset and all other User Content (unless specified otherwise) that the User provides or otherwise transmits to Garnet via the Garnet Platform.
However, you acknowledge and agree that in order for us to provide the Service, we will be inspecting, using, sending to Garnet servers, displaying and storing: (i) the Protected Asset; (ii) information relating to the Protected Asset (such as the project name, security settings and metadata), information relating to the dependencies (including open source and proprietary as available to the Platform) being used and how they are referenced by the Protected Asset, Garnet-related files and environmental information and the license information applicable to the Protected Asset (together, “Project Information”); (iii) Project Information for each of the Protected Asset’s dependencies (“Dependency Information”); and (iv) any User Content, in all cases for the purposes of providing the Service. Additionally, you acknowledge and agree that Garnet may use the Project Information, the Dependency Information and any User Content for analytical purposes to improve the Service.
You also acknowledge and agree that Garnet may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, Applicable Law or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; and (d) protect the rights, property or safety of Garnet, its Users and the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
User Grant of License
You hereby grant Garnet a non-exclusive, worldwide, royalty-free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to access, copy, display, upload, perform, distribute, store, modify and otherwise use your User Content (including the Protected Asset, Project Information and Dependency Information) in connection with providing the Service, generating Usage Data or promoting, advertising or marketing the Service, in any form, medium or technology now known or later developed.
Third Party Interactions
Third Party Content
Under no circumstances will Garnet be liable or responsible in any way for any content or materials of any third party (including User Content) (“Third Party Content”), including but not limited to any errors or omissions in any Third Party Content or any loss or damage of any kind incurred as a result of the use of or reliance upon any such Third Party Content. You acknowledge that Garnet does not pre-screen Third Party Content, but that Garnet and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Third Party Content that is made available through the Service. Without limiting the foregoing, Garnet and its designees will have the right to remove any Third Party Content that breaches this Agreement or is deemed by Garnet, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Content, including but not limited to any reliance on the accuracy, completeness or usefulness of such Third Party Content.
Third Party Sites and Resources
The Service may provide, or third parties may provide, links or other access to third party sites and resources on the internet. Garnet has no control over such third party sites and resources and Garnet is not responsible for and does not endorse such third party sites and resources. You further acknowledge and agree that Garnet will not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such third party site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Garnet is not liable for any loss or claim that you may have against any such third party.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GARNET EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GARNET MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GARNET WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GARNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, 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) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL GARNET’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF: (X) THE AMOUNT YOU HAVE PAID GARNET IN THE LAST SIX (6) MONTHS; AND (Y) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Indemnity and Release
You agree to release, indemnify and hold Garnet and each of its officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses (including reasonable legal fees), rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service and your violation of this Agreement, Applicable Law or the rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.
Dispute Resolution
Agreement to Arbitrate
Except where prohibited by Applicable Law, you agree that any and all disputes, controversies or claims that arise from, relate to, or are connected with this Agreement or your access to or use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court. By agreeing to this Agreement, you agree that you and Garnet are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The statute(s) respecting arbitrations of the jurisdiction in which you reside governs the interpretation and enforcement of this Section (the “Arbitration Law”). Unless both you and Garnet agree otherwise, the arbitrator may not consolidate or join multiple claims or proceedings into an arbitration, and may not preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the party that commenced the arbitration and only to the extent necessary to provide relief necessitated by that party’s individual prayers for relief.
Arbitration Procedures
Arbitration will be conducted by a single neutral arbitrator in accordance with the ADR Institute of Canada’s (“ADRIC”) rules and procedures (the “ADRIC Rules”), as modified by this Section. If there is any inconsistency between any term of the ADRIC Rules and any term of this Section, the applicable terms of this Section will control. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, jurisdiction, and arbitrability of claims arising from, relating to, or connected with this Agreement or the Seller’s access to or use of the Services. The arbitrator can award the same damages and relief on an individual basis that a court can award to an party under this Agreement and Applicable Law. Unless you and Garnet agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location for the arbitration hearings, the determination shall be made by ADRIC or the arbitrator, if one has been appointed. If your claim is for $10,000 or less, Garnet agrees that you may choose whether the arbitration will be conducted in writing, through a telephonic hearing or by an in-person hearing. If your claim exceeds $10,000, the method of hearing will be determined by the arbitrator. Regardless of the method in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision and arbitral award sufficient to explain the essential findings and conclusions on which the award is based. Arbitral awards rendered by the arbitrator shall not be subject to any appeal, whether on questions of law, fact, or mixed fact and law, unless an appeal from the arbitral award is specifically permitted pursuant to Applicable Law.
Costs of Arbitration
Each party shall bear their own costs of an arbitration.
Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Exceptions
Notwithstanding the foregoing in this Section 9 – Dispute Resolution, the parties to this Agreement may:
assert claims that would otherwise be subject to exclusive, final, and binding arbitration under this Section 10 in the Ontario small claims court if the claims fall within the monetary threshold jurisdiction of the Ontario small claims court. In this regard, the parties agree that all claims that might be brought pursuant to this Section 10(a) shall be litigated exclusively in the small claims court of Ontario and not the small claims court of any other jurisdiction, and the parties consent to personal jurisdiction in the courts of Ontario; or
commence a court action that is not in the Ontario small claims court, but only if it is for the purpose of obtaining interim or interlocutory injunctive relief in aid of an arbitration under this Section 10, and provided that any other relief is sought by way of arbitration under this Section 10.
The parties agree that the law governing this Agreement and any dispute, claims, or controversies arising out of or related to this Agreement, excluding conflict of laws rules, shall be the laws of Ontario and the laws of Canada applicable therein.
Severability
If a court or the arbitrator decides that any term or provision of this Section is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section shall be enforceable as so modified.
Termination
Term
The term of this Agreement shall begin on the date you first entered into this Agreement and shall continue until terminated in accordance with this Agreement (the “Term”).
Termination
Garnet, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content (including User Content) associated with your account within the Service, for any reason, including but not limited to for lack of use or if Garnet believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Garnet may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any section of this Agreement may be affected without prior notice, and you acknowledge and agree that Garnet may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Garnet will not be liable to you or any third party for any termination of your access to the Service.
Survival
The following sections will survive the termination of this Agreement: Sections 2 (The Service), 5 (Intellectual Property Rights), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Dispute Resolution), 11 (Term and Termination) and 12 (General).
Garnet reserves the right to take appropriate legal action, including pursuing civil, criminal or injunctive redress. Even after your right to access or use the Service is terminated or your account is terminated, this Agreement will remain enforceable against you.
General
This Agreement constitutes the entire agreement between you and Garnet and governs your use of the Service, superseding any prior agreements between you and Garnet with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. This Agreement will be governed by the laws of the Province of Ontario. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Garnet agree to submit to the personal and exclusive jurisdiction of the provincial and federal courts located within Toronto, Ontario. The failure of Garnet to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Agreement without the prior written consent of Garnet, but Garnet may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Service.
Contact Us
Please contact us at the following addresses to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service.
Attention | Garnet Labs Inc. |
Mailing Address | 155 Wellington Street West |
Customer Support | |
Legal |