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Terms Of Use

1. Introduction

Welcome to TelosTouch! TelosTouch is an online client experience platform provided and made available to you by TelosTouch Inc. (“TelosTouch”, “we”, “us” or “our”) through the TelosTouch mobile application(s) and the website located at www.telostouch.com (collectively, the “Platform”).

The following terms and conditions (the “Terms of Use”) are the terms and conditions for the use of the Platform by clients or prospective clients of professional services providers and professional services providers (“User”,“you” or “your”) that have subscribed to the Platform.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.

These Terms of Use constitute a legally binding agreement between you and TelosTouch regarding your access to and use of the Platform, which includes, without limitation, registering for an user account (“User Account”) on the Platform. By accessing or using the Platform, you agree to be bound by these Terms of Use. You should also read our Privacy Policy, which is incorporated by reference into the Terms of Use. If you do not wish to be bound by these Terms of Use, please do not access or use the Platform.

If you are entering into these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” and “your” shall refer to such entity and its affiliates and not to you personally. If you do not have such authority you must not accept these Terms of Use and may not use the Platform.

These Terms of Use are effective as of the date below. TelosTouch may update or revise these Terms of Use from time to time by publishing a notice of such updates on the TelosTouch website. You agree that you will review these Terms of Use periodically. If you do not agree to the terms of these Terms of Use or any modified version of these Terms of Use, your sole recourse is to terminate your use of the Platform. If you breach any of these Terms of Use, your authorization to use the Platform automatically terminates and you must discontinue all use of the Platform.

2. The Platform

The Platform is an online client experience platform for professional services providers and their clients or prospective clients (each a “Client”). The Platform enables professional services providers to (i) integrate their practice tools in one place; (ii) create a profile and action plan for each Client to better understand Clients’ needs; (iii) enhance their professional recommendations through predictive analysis; (iv) collaborate with their teams and other professionals; and (v) provide Clients with real time information and results.

3. Disclaimer

TELOSTOUCH PROVIDES A TECHNOLOGY PLATFORM. TELOSTOUCH DOES NOT PROVIDE INVESTMENT, LEGAL OR TAX ADVICE. TELOSTOUCH IS NOT A BROKER, INVESTMENT ADVISOR, PORTFOLIO MANAGER, TAX ADVISOR OR A PROFESSIONAL ADVISOR. ANY INVESTMENT OR FINANCIAL ADVICE THAT YOU RECEIVE THROUGH THE PLATFORM IS PROVIDED TO YOU BY YOUR PROFESSIONAL SERVICES PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT TELOSTOUCH IS NOT RESPONSIBLE FOR YOUR USE OF ANY INFORMATION THAT YOU OBTAIN ON THE PLATFORM.

4. Provision of the Platform

TelosTouch grants you a non-exclusive, non-transferable, limited license to use the Platform for your own internal business purposes when you complete and submit the sign-up form on the Platform and only as permitted by these Terms of Use.

You acknowledge and agree that the form and nature of the Platform may change from time to time. We will provide commercially reasonable prior notice to you of any material changes to the Platform.

You acknowledge and agree that we may stop (permanently or temporarily) providing the Platform (or any features within the Platform) to you or to users generally, at our sole discretion, without prior notice to you. You may stop using the Platform at any time in accordance with the terms of this agreement.

5. Use of the Platform by You

Your use of the Platform is subject to all applicable local, provincial and federal laws and regulations. You represent and warrant that you currently meet and will continue to meet the following conditions:

  • You have not made any false representation to TelosTouch, including impersonation of any person or entity or misrepresentation of your credentials or affiliation with any person or entity;
  • You have not made any false representations to TelosTouch regarding any authorizations, licenses, registrations or exemptions from any government agency or entity; and
  • You have not been convicted of a securities law violation or fraud in any jurisdiction.

Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Contents (defined below) or any of our products and services for any purpose.

You agree that you will not use the Platform to:

  • promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
  • promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;
  • upload, post or otherwise make available any material that contains viruses, malware or other malicious software
  • upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;
  • create a false or clearly fictional profile;
  • use an image that is not your likeness for your profile;
  • engage in any activity that interferes with or disrupts the use of the Platform, including bypassing any measures we may use to prevent unauthorized access to the Platform;
  • engage in any activity that attempts to extract any proprietary software used to maintain the Platform;
  • track, trace, scrape or harvest any information on the Platform or any other person who visits the Platform; or
  • sell or otherwise monetize the Platform without our consent.

You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which we may suffer) of any such breach.

6. User Accounts

In order to use certain features on the Platform, you must register for an User Account and complete an user profile. You must be over the age of 18 to register for an User Account. You are solely responsible for ensuring that the use of the Platform in accordance with these Terms of Use in your jurisdiction of residence is permitted by law or regulation. such use is not permitted by law, we prohibit all access to and use of the Platform.

As part of the registration process, you may be required to provide us with certain information, such as your name, username and email address. For more information about the information that we collect and your privacy rights, please see our Privacy Policy. You agree that you will provide accurate, current and complete information about yourself and promptly update all information in your User Account to ensure that your User Account is accurate, current and complete. You may update or change your User Account settings at any time. You are not permitted to provide any unauthorized person with access to your User Account.

If you are creating a User Account(s) on behalf of a company, you represent and warrant that you have been authorized and have the necessary authority to create the User Account and that you have shared all user names, passwords and access credentials with other authorized representatives of the company.

6.1 Account Confidentiality

You are responsible for maintaining the confidentiality of your password. You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your password. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your User Account arising from a failure on your part to maintain the confidentiality of your password.

6.2 Account Termination and Cancellation

You have the right to close your User Account at any time once all obligations associated with the User Account have been completed. We may terminate or otherwise restrict or prohibit your access to and use of your User Account under certain circumstances. Please see Section 16, Termination and Cancellation, for more details.

7. Use of the Platform through Mobile Devices

You may access and use the Platform through a mobile device, including through a mobile application. You are solely responsible for any software requirements and for any data charges and fees associated with accessing and using the Platform through a mobile device.

7.1 Aggregated Data

User grants TelosTouch a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create aggregated, anonymized and de-identified User Data (“Aggregated Data”) and to use such Aggregated Data, and all modifications thereto and derivatives thereof, for any purpose, including, without limitation, to improve the Platform, conduct research, develop new products and services and understand usage and for predictive analytics and insights. TelosTouch shall own all Aggregated Data and may transfer or assign any of its rights in the Aggregated Data to any third party. TelosTouch warrants and represents that it is using methods and processes that are meant to ensure the irreversibility (i.e., reidentification) of the Aggregated Data.

8. APIs

We may allow you to use our application programming interfaces and associated software (“API”). By accessing or using one of our APIs, you agree that you will only access an API by the means described in the documentation of the API. You agree that you will not attempt to circumvent any limitations on your use of an API without our express consent. By using our APIs, you do not acquire any ownership rights in our APIs or the content that is accessed through our APIs. You must use commercially reasonable efforts to protect any personal information that you collect through our APIs and comply with all applicable privacy laws.

We may monitor the use of our APIs to improve them and to verify your compliance with these Terms of Use.

9. Links to Third-Party Sites

Use of certain links on the Platform will direct you away from the Platform to third party websites. Such third party websites are not under the control of TelosTouch, and TelosTouch is not responsible for the contents of any such website or any link contained in such website. The third party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such website or the products or services offered therein. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk. You acknowledge and agree that TelosTouch shall not be responsible or liable, 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 such third party websites.

10. Privacy and Personal Information

By accessing or using the Platform, you understand that we will collect and use certain information about you, including personal information. For more information about our collection, use, disclosure and protection of your personal information, please read our Privacy Policy at www.telostouch.com/privacy-policy. Questions or requests with respect to your personal information may be sent via email to legal@telostouch.com.

You may make your Client Data that you or your Clients provide directly to you available on the Platform. You may also collect Client Data from your Clients directly through the Platform. You shall: (a) inform such Client of your use of the Platform, including the resulting collection, storage, use and sharing by you of any and all Client Data, including personal information relating to such Client, and (b) obtain such Client’s express consent to such use of the Platform and share of their Client Data including personal information, with third-party processors, including TelosTouch and its subcontractors. Without limiting the generality of the foregoing, you acknowledge that you are bound by a privacy policy with regards to your Client Data.

User shall defend, indemnify and hold TelosTouch harmless from and against any loss, damage or costs (including reasonable legal fees) incurred in connection with any claims, demands, suits, or proceedings made or brought against TelosTouch by a third party based on, relating to or caused by: (a) a breach of User’s obligations in the preceding paragraph, or (b) a breach of any applicable privacy laws by User in relation to the collection of personal information by User from Clients through the Platform.

11. Ownership of Intellectual Property Rights

The contents of the Platform include, without limitation, all information, products, materials, services, software applications and tools, APIs, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Platform includes all of the Contents.

The Platform together with all trademarks and other intellectual property displayed, distributed, or otherwise made available via the Platform, is the exclusive property of TelosTouch, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with TelosTouch, nothing in these Terms of Use gives you a right to use any of the Contents, TelosTouch’ trade-marks or other intellectual property of TelosTouch. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Platform to any party.

No information or statement contained in these Terms of Use or the Platform shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trademark, or other intellectual property right of TelosTouch or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Platform, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Platform.

Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

The limited rights granted to you under these Terms of Use may be revoked by us at any time for any reason whatsoever.

12. Third-Party Information

Any third-party content, data or publications made available through the Platform are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties are those of the respective author(s) or publisher(s) and not of TelosTouch. TELOSTOUCH DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

13. Warranty Disclaimer

TelosTouch recommends that Users undertake their own research and due diligence with respect to all recommendations made by the Platform to the Users. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE JURISDICTIONS, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.

IN ALL OTHER JURISDICTIONS, EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE PLATFORM IS PROVIDED TO YOU "AS IS" AND “AS AVAILABLE”. WE EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE DO NOT GUARANTEE OR WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION MADE AVAILABLE ON THE PLATFORM. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE PLATFORM, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE PLATFORM AT ANY TIME.

14. Limitation of Liability

SOME JURISDICTIONS DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE JURISDICTIONS, WE WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.

IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TELOSTOUCH SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE PLATFORM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Termination and Cancellation

15.1 Termination for Convenience

If you want to terminate your User Account, you may do so by closing your Account, where we have made this option available to you. Your User Account will be closed provided that (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your User Account; and (iv) you have completed any other obligation(s) associated with your use of the Platform.

We may terminate your use of the Platform and/or access to your User Account, the Contents, APIs, features, functionality, products and services made available in connection therewith at any time, for any or no reason, by giving ninety (90) days’ prior written notice to you.

15.2 Termination for Cause

We may terminate your use of the Platform and/or access to your User Account, the Contents, APIs, features, functionality, products and services made available in connection therewith upon the occurrence of a breach of these Terms of Use by you without prior notice to you and without any liability or further obligation to you or any other party.

16. General

These Terms of Use, including the Privacy Policy, constitute the entire agreement between you and TelosTouch relating to your use and our provision of the Platform.

You agree that TelosTouch may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Platform.

The parties agree that if a party does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which it has the benefit of under any applicable law), this will not be taken to be a formal waiver of its rights and that those rights or remedies will still be available to the party.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and TelosTouch have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected by such termination.

The parties hereto confirm that they have requested that these Terms of Use and all related documents be drafted in English. Any French translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. Toute traduction de celle-ci est non-officielle, est fournie à des fins d’information seulement et ne crée aucun lien contractuel entre les parties.

The laws and regulations in force in your province of residence and the federal laws applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles, and the courts of your province shall have jurisdiction to hear any question concerning such use.

No e-mail address found on the Platform may be harvested or otherwise used for purposes of solicitation.

17. Obtaining TelosTouch Consent

To request the consent of TelosTouch for any of the actions for which such consent is required under these Terms of Use, please send an e-mail to legal@telostouch.com. TelosTouch reserves the right to refuse any such requests in its sole discretion.

Last updated: November 9, 2020