Terms of Service

The following Terms of Service describe general access terms for Othersphere products and services, and specific commercial agreements describe access terms for subscribers.

If you are accessing Othersphere products on a trial basis, please see Trial Services Agreement for relevant terms.

Last Updated: February 29, 2024

Thank you for visiting and/or using Othersphere.io, related websites, and products. Othersphere Systems, Inc. (“Othersphere”, “we” or “us”) makes available websites, applications, software, and data sources through which it provides software services for location optimization of sustainable infrastructure derived from the Software (defined below) and other technologies and services owned, licensed, and provided by Othersphere (collectively, the “Services”). Any visitors to this site or users of the Services are collectively referred to as "users" in these Terms of Service. By purchasing, accessing, or using the Services offered by Othersphere, you (”you “ or “user”) are confirming that you have read, understand, and accept these Terms of Service.

Our Privacy Policy and any published and adopted guidelines or policies, including the cookies policy and information requests and other legal guidelines policy‎, each as updated from time to time, are incorporated into these Terms of Service (the “Terms”) by this reference and form an essential part of these Terms.  Our Privacy Policy explains how we collect and use your information while these Terms outline your responsibilities when using our Services and interactions with third parties.

Changes to these Terms

We reserve the right to make changes to these Terms at any time and for any reason.  Occasionally, we will update these Terms and revise the “last updated” notation at the top of these Terms. We will alert you about any material changes either by notifying you by email sent to the email address listed in your account, or by providing a notice on the Service before the change becomes effective. You are encouraged to periodically review these Terms to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Terms by your continued use of the Services after the effective date listed in any such revised Terms.  If you don’t agree to the updates we make, please cancel your account and/or cease accessing or using the Services before they become effective.

Age and Acceptance of Terms

Access to certain Services or features of the Services may be subject to age restrictions and not ‎available to all users of the Services. The Services are only for users 18 years old and over (with ‎additional limits that may be set forth in the jurisdictionally specific supplemental terms). By accessing ‎or using our Services, you confirm that: (a) you are over 18 and can form a binding contract with Othersphere Systems Inc.; (b) you accept these Terms; and (c) you agree to comply ‎with these Terms. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. If you are over 18 but under the legal age to enter into a contract in your jurisdiction, ‎your parents or legal guardian must read and agree to these Terms, as well as supervise your use of the ‎Services. If you do not have consent from your parents or legal guardians, you must cease accessing or ‎using the Services. If we learn that someone under the relevant age is using the Services, we will ‎terminate access to the Services for such user.

If you access or use the Services from within a jurisdiction for which there are separate supplemental ‎terms, you also agree to the supplemental terms applicable to you in the applicable jurisdiction as ‎outlined below. If there is a conflict between the provisions of the jurisdictionally specific supplemental terms that are applicable to you, and the rest of these Terms, the relevant jurisdictionally specific supplemental terms will supersede and control. ‎

You understand and agree that we will treat your access or use of the Services or any part thereof, ‎including your creation of an account, as acceptance of these Terms and the Privacy Policy. You should print off or save a local ‎copy of these Terms for your records.‎

Your Responsibilities

You are responsible for your conduct. You must comply with our Terms in the use of our Services. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download for distribution or share content unless you have the right to do so under other agreements with us and these Terms do not provide such permissions. Portions of our Services may be made available through social sharing features enabled through our Services (e.g. Google, Linkedin and X) but only content and information tagged for such functionality is available for sharing. We may review your conduct and content for compliance with these Terms, other agreements with us and any other policies. That said, we have no obligation to do so.

You may use our Services only as permitted by applicable law, including export control laws and regulations, including the age restrictions described herein.

Software

Some of our Services allow you to download or access our client software (“Software”) or various subscription services related to our Software, Services or platform, which may be updated automatically. As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, fully revocable license to access and download the Software and solely to access the Services. Use of such Software will be governed by further agreements between you or your organization and Othersphere which you must accept in order to use the Software. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services or the Software, attempt to do so or assist anyone in doing so.

Third-Party Services

Parts of our Services will require access to services or APIs or other functionality provided by third parties including but not limited to surveys and questionnaires, marketing analytics including those provided by Google and other platforms, data providers, customer relationship management and communications software, and other service providers related to our Services or Software. By using or accessing our Services you understand that your use of our Services or Software may involve access by such third party service providers and as such you may be subject to the terms and conditions related to such service providers.

Accessibility

Othersphere’s Services and its related features may not be available in all languages and/or all countries or in translation to all methods of online accessibility for those with various disabilities. Given this possibility, Othersphere makes no representation that its Services and related features are appropriate or available for use in any specific location or by any specific person. In your election to use and access the Services despite these possible conditions, you do so upon your own initiative and with understanding of and agreement to such limitations.

Othersphere’s Property and Proprietary Information

Other than content you may contribute to our sites or Services, the Services and all content displayed on the site or accessible through the Services, including text, images, maps, software or source code, are the property of Othersphere and/or third party partners and are protected by patent, copyright, trademarks and other Canadian, United States and foreign laws. Logos and product names appearing on or in connection with the Services are proprietary to Othersphere and/or our licensors. You agree not to obscure or alter or remove any patent, copyright, trademark or other proprietary notices or legends or product identification labels contained in or on the Services for any reason. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, in Othersphere’s trademarks, logos and other brand features or proprietary information.

You may not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, nor create derivative works from our Services. Access to the Services is licensed, not sold, to you and is owned by Othersphere and its licensors.

Specifically, unless stated otherwise:

  1. you may not redistribute any content from the Services, including from a cache, by proxying, or by using a screenshot or other static image, instead of directly accessing via our APIs and other sources of licensed data dissemination; and
  2. you may not resell or re-syndicate the Services to any third party (e.g., act as a reseller or service bureau) except with the express permission from Othersphere to do so.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported by emailing legal@othersphere.io. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Othersphere Systems Inc.

Attention: Legal

2031 Store Street

Victoria, BC, V8T 5L9, Canada

OR legal@othersphere.io

Cookies

Information about our collection and use of data through cookies can be found in our cookie policy set forth below or as adopted from time to time.

Mobile User Access

If you access our Services via a mobile device or application, your location and usage data (telemetry) may be sent to us, which we may use to improve our Services, provide information back to you about how your app is being used, and for other purposes consistent with our Privacy Policy and any such information requests adopted from time to time.

Termination

You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services on notice to you if:

  1. you are in breach of these Terms, or
  2. your use of the Services is in a manner that would cause a real risk of harm or loss to us or other users.

We won’t provide notice before termination where:

  1. you are in material breach of these Terms,
  2. doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
  3. we are prohibited from doing so by law.

Discontinuation of Services

We may decide to discontinue the site, the Services or access to the Software for any reason whatsoever and in our sole discretion.  

Disclaimers

To the fullest extent permitted by law, Othersphere and its affiliates, partners, licensors, suppliers and distributors make no warranties, either express or implied, about the Services. The Services are provided "as is" and “as available” without any warranties or conditions of any kind, either express or implied, including, but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties, conditions or representations about the accuracy, reliability, completeness or timeliness of the content made available through the Service.

Othersphere does not guarantee or warrant that the Services will be free from corruption, errors, loss, viruses, attack, hacking, interference, or other security intrusions. Othersphere expressly disclaims any liability whatsoever with respect to these third party acts. To the extent these exclusions are specifically prohibited by law in individual jurisdictions, they may not apply to you.

You agree and acknowledge that your downloading of any material obtained through the Services is at your own risk. Any resulting or alleged damages to your computer, device, or data loss that results shall be your sole responsibility.

Limitation of Liability

We don’t exclude or limit our liability to you where it would be illegal to do so. In countries where certain types of exclusions aren’t allowed, we're responsible to you only for losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of our contract with you. This paragraph doesn’t affect consumer rights that can't be waived or limited by any contract or agreement.

Othersphere, its affiliates, partners, suppliers or distributors won’t be liable (jointly or severally) to any person for any direct, indirect, special, incidental, punitive, exemplary or consequential damages including lost ‎profits (whether incurred directly or indirectly), lost savings, ‎lost revenues, lost goodwill, lost opportunity‎, or loss of use, date or business, regardless of legal theory.

These exclusions or limitations will apply regardless of whether or not Othersphere or any of its partners or affiliates have been advise of or could have foreseen the possibility of such damages.. Othersphere and its affiliates aren’t responsible for the conduct, whether online or offline, of any users of the Services. To the extent these exclusions are specifically prohibited by law in individual jurisdictions, they may not apply to you. If ‎any applicable authority holds any portion of this ‎section to be ‎unenforceable, then the Othersphere’s ‎liability will be limited to ‎the fullest possible extent ‎permitted by applicable law.‎

Indemnification

To the maximum extent permitted by law, you agree to, at your sole cost, defend, indemnify, and hold ‎harmless ‎Othersphere and its subsidiaries, affiliates, officers, directors, agents, partners, and employees from any claim or demand, including reasonable attorneys' fees, arising out of:

  1. your use of the Services;
  2. your violation of these Terms; or
  3. content you submit, post to, extract from, or transmit through the Services

(collectively, the “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the ‎foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. ‎We reserve the right to assume the exclusive defense and control of any Claims and Losses at our own ‎cost. You will not settle any Claims and Losses without, in each instance, our prior written consent or the ‎consent of an individual whom we authorize, in writing, to approve such settlement.‎

Unlawful and other unauthorized uses

You agree to comply with all applicable laws, regulations, and third party agreements in your use of the Services. You represent that you are not (and your organization is not 50% or more owned by one or more individuals, organizations or entities that are): (1) organized or located in a country or territory that is the target of sanctions imposed, or (2) listed on any restricted or sanctioned party list maintained by the U.S. Government or any other applicable country.

You may not use the Services in any manner that could damage or overburden the Services or interfere with any other party's use of the Services.

You may not use the Services to:

  1. Disseminate material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
  2. Aid or implement practices violating basic human rights or civil liberties. For the avoidance of doubt, you may not use the Services to assist in the creation of databases of identifying information for any government to abrogate any human rights, civil rights, or civil liberties of individuals whether on the basis of race, gender or gender identity, sexual orientation, religion, or national origin or otherwise;
  3. Disseminate or store material that infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
  4. Create a false identity or otherwise attempt to mislead others as to the identity or origin of any communication or data communicated through our Services;
  5. Export, re-export, or permit downloading of any content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions;
  6. Interfere with or attempt to gain unauthorized access to any computer network;
  7. Host, transmit to, or provide to us any information that is subject to specific government regulation, including, without limitation, Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act, as amended), financial information (as regulated by the U.S. Financial Services Modernization Act, as amended), consumer reports, and consumer-reporting information (as regulated by the U.S. Fair Credit Reporting Act, as amended) or information subject to export control or economic sanction laws;
  8. Operate dangerous businesses using our Services such as emergency services or air traffic control, where the use or failure of the Services could lead to death, personal injury or significant property damage;
  9. Transmit viruses, trojan horses, or any other malicious code or program;
  10. Engage in any other activity reasonably deemed by us to be in conflict with the spirit or intent of these Terms; or
  11. Use the Services to develop, test, validate, and/or improve any service or dataset that is a substitute for, or substantially similar to, the Services (including any portion thereof).

Resolving Disputes

Othersphere will attempt to resolve any dispute with you informally by contacting you via email. If a dispute is not resolved within a commercially reasonable timeframe of submission, a formal proceeding may follow such as arbitration.

Judicial forum for disputes: You and Othersphere agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the province of British Columbia. Othersphere and you both consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

No Class Actions: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a member in a class, in a consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Controlling Law

These Terms will be governed by law of British Columbia, Canada, except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.

Entire Agreement

These Terms, together with the Privacy Policy and any other documents, guidelines and policies referenced herein, and any other agreements between you or your organization and us governing your access or use of the Software or Services, constitute the entire agreement between you and Othersphere with respect to the subject matter of these Terms, and supersede and replace any prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. If there is a conflict or inconsistency between these Terms and any other agreement between you or your organization and Othersphere governing your access or use of the Software, the terms of such other agreement will prevail.

These Terms create no third-party beneficiary rights or rights of survivorship.

Waiver, Severability & Assignment

Othersphere’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Othersphere may assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.

Interpretation

In these Terms, (a) the captions and headings are for convenience only and do ‎not ‎constitute substantive ‎matter and are not to be construed as interpreting the contents of ‎these ‎Terms, (b) the word “including”, the ‎word “includes”, the phrase “such as”, and similar words ‎and phrases, when following a ‎general statement or ‎term (whether or not non-limiting language ‎such as “without limitation” or “but ‎not limited to” or other words ‎of similar import are used with ‎reference thereto), is not to be ‎construed as limiting, and the word “or” ‎between two or more ‎listed matters does not imply an ‎exclusive relationship between the matters being ‎connected, ‎and (c) all references to Services will also ‎include any successor or replacement applications, ‎‎websites, content, or services containing substantially similar information as the ‎referenced ‎Service(s).‎

Feedback

You agree that we may freely utilize and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations, or other information you provide to us relating to the Services (“Feedback”). By sending Feedback to us, you agree that:‎

  1. We have no obligation to review, consider, or implement your Feedback, or to return to ‎you all or part of any Feedback for any reason;‎
  2. Feedback is provided on a non-confidential and non-proprietary basis, and we are not under any ‎obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in ‎any way; ‎
  3. You irrevocably grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free, sub-‎licensable (including via multiple tiers of sublicensing), transferrable license to reproduce, ‎distribute, create derivative works of, modify, communicate to the public, make available, ‎publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any ‎purpose and without restriction, free of charge and without attribution of any kind, including by ‎making, using, selling, offering for sale, importing, and promoting commercial products and ‎services that incorporate or embody Feedback, whether in whole or in part, and whether as ‎provided or as modified; ‎
  4. You have been deemed to have warranted to us that you have or own all the necessary legal rights to ‎upload, post, or submit such Feedback and grant us (and our affiliates and service providers, ‎and each of their and our respective licensees, successors, and assigns) the license to the ‎Feedback, and that the Feedback does not and will not violate any law or the intellectual ‎property, privacy, publicity, or other rights of any person;‎
  5. You understand and agree that you are fully responsible for any Feedback you submit or contribute, ‎‎and you are fully responsible and legally liable, including to any third party, for such content, its ‎accuracy, and ‎your rights to use it; and
  6. You waive any moral rights or other rights of authorship in and to any Feedback in favour of Othersphere, including any rights you may have in the altered or changed Feedback even if it is no longer ‎‎agreeable to you.‎

Force Majeure

We will not be liable for delays, failures in performance, or interruptions of the ‎Services that result directly or ‎indirectly from any cause or condition beyond our reasonable ‎control, including significant ‎market volatility, any delay or failure due to any act of God, act of ‎civil or military authorities, act of terrorism, ‎civil disturbance, war, strike or other labor dispute, ‎fire, interruption in telecommunications or internet ‎services or network provider services, failure ‎of equipment and/or software, pandemic, outbreak of illness or disease, declaration of public ‎health emergency, other catastrophe or any other ‎occurrence which is beyond our reasonable ‎control and shall not affect the validity and enforceability of any ‎remaining provisions.‎

English language

The parties have requested and agree that these Terms and all documents ‎relating thereto be ‎drawn up in ‎English / Les parties ont demandé que cette convention ainsi que.

Cookie & Data Tracking Policy

Last Updated October 2023

Othersphere uses cookies to help provide, protect, and improve Services. This Policy describes the cookies we use and explains why we use cookies and how we deal with the collected information. It also explains how cookies enable the Services to function properly and why you may not be able to experience the full functionality of the website if you disable the use of cookies. This Cookie Policy should be read alongside, and in addition to, our Terms and our Privacy Policy.

By visiting our website without changing your settings, you agree to receive all cookies and other data collection tools; however, if you do not accept the use of these cookies, you can change your cookie settings at any time by following the instructions below.

What are Cookies?

Cookies are text files containing small amounts of information which are downloaded to your computer or mobile device when you visit a certain webpage. Cookies are then sent back to the originating webpage on each subsequent visit, or to another webpage that recognizes that cookie. Cookies are widely used in order to make websites work, or to work more efficiently, as well as to provide information to the owners of the website.

Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improving the user experience. Cookies may tell us, for example, whether you have visited our website before or whether you are a new visitor.

There are two broad categories of cookies:

  1. first party cookies, served directly by us to your computer or mobile device;
  2. third party cookies, which are served by a third party on our behalf. We may use third party cookies for functionality, performance/analytics, advertising/tracking and social media purposes.

Cookies can remain on your computer or mobile device for different periods of time. Some cookies are session cookies, meaning that they are stored only temporarily during a browsing session and expire when you close your browser. Other cookies are persistent cookies, meaning that they are saved on your computer or mobile device for a fixed period and are not deleted when your browser is closed. They can be used by the Othersphere website to recognize your computer or mobile device when you open your browser and browse the Internet again.

Why do we use Cookies?

We use cookies for a variety of reasons, including to:

  1. enable, facilitate and streamline the functioning of and your access to our Services;
  2. track traffic flow and patterns of travel in connection with the Services;
  3. understand the total number of visitors to our Website on an ongoing basis and the types of internet browsers (e.g. Firefox, Chrome or Internet Explorer) and operating systems (e.g. Windows or Mac OS) used by our visitors;
  4. monitor and continually improve the performance and functionality of our Services.

What types of Cookie do we use?

The types of cookies used by us and our partners in connection with the sites can be classified into one of five categories, namely ‘cookies necessary for essential Othersphere purposes’, 'functionality cookies', and ‘performance and analytics cookies'. We have set out some further information about each category:

  1. Essential website cookies: These cookies are strictly necessary to provide you with services available through our sites.
  2. Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our sites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
  3. Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective our marketing campaigns are, or to help us customize our Websites for you.

How to control or delete Cookies

You have the right to accept or stop cookies from being stored on your device at any time by modifying the settings in your web browser to reflect your cookie preferences. Please be aware that you may not be able to use all the interactive features of the website and/or online courses and content once cookies are disabled.

Most browsers offer instructions on how to change your cookie settings. These settings will typically be found in the “options” or “preferences” menu of your browser. In order to understand these settings, the following links may be helpful, otherwise you should use the “Help” option in your browser for more details.

If you only want to limit third party advertising cookies, you can turn such cookies off by visiting the following links:

What about other tracking technologies, like web beacons?

Cookies are not the only way to recognize or track visitors to a website. Our partners and service providers may employ software technologies that help us manage our website to see what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs or pixels in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We may tie the information gathered by clear gifs in emails to your Personal Information.

Changes to this Cookie Policy

We will occasionally update this Cookie Policy to reflect changes in our practices and services. When we post changes to this Cookie Policy, we will revise the "Last Updated" date at the top of this Cookie Policy. If we make any material changes in the way we collect, use, and/or share information held in cookies, we will notify you by prominently posting notice of the changes on the Othersphere Website. We recommend that you check this page from time to time to inform yourself of any changes in this Cookie Policy or any of our other policies.

Cookies that have been set in the past

If you have disabled one or more Cookies, we may still use information collected from cookies prior to your disabled preference being set, however, we will stop using the disabled cookie to collect any further information.

Contact us

If you have any questions or comments about this cookies policy, or privacy matters generally, please contact us via email at legal@othersphere.io.

Information requests & other legal guidelines

Last Update October 2023

Legal & law enforcement information requests

Othersphere will review and respond to properly served requests for user information in accordance with its Privacy Policy, Terms, and applicable law. Othersphere reserves the right to object to requests that are improperly served, burdensome, overly broad or vague, or inappropriate as determined in its discretion. Othersphere will notify its customers and users of relevant requests for information in its sole discretion unless legally prohibited.

Digital millennium copyright act

If you are a copyright owner or an agent thereof, and believe that any user submission or other Othersphere content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Our Copyright Agent available at legal@othersphere.io with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on Othersphere are covered by a single notification, a representative list of such works from Othersphere;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Othersphere to locate the material;
  4. Information reasonably sufficient to permit Othersphere to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The following Terms of Service describe general access terms for Othersphere products and services, and specific commercial agreements describe access terms for subscribers.

If you are accessing Othersphere products on a trial basis, please see Trial Services Agreement for relevant terms.

Last Updated: February 29, 2024

Thank you for visiting and/or using Othersphere.io, related websites, and products. Othersphere Systems, Inc. (“Othersphere”, “we” or “us”) makes available websites, applications, software, and data sources through which it provides software services for location optimization of sustainable infrastructure derived from the Software (defined below) and other technologies and services owned, licensed, and provided by Othersphere (collectively, the “Services”). Any visitors to this site or users of the Services are collectively referred to as "users" in these Terms of Service. By purchasing, accessing, or using the Services offered by Othersphere, you (”you “ or “user”) are confirming that you have read, understand, and accept these Terms of Service.

Our Privacy Policy and any published and adopted guidelines or policies, including the cookies policy and information requests and other legal guidelines policy‎, each as updated from time to time, are incorporated into these Terms of Service (the “Terms”) by this reference and form an essential part of these Terms.  Our Privacy Policy explains how we collect and use your information while these Terms outline your responsibilities when using our Services and interactions with third parties.

Changes to these Terms

We reserve the right to make changes to these Terms at any time and for any reason.  Occasionally, we will update these Terms and revise the “last updated” notation at the top of these Terms. We will alert you about any material changes either by notifying you by email sent to the email address listed in your account, or by providing a notice on the Service before the change becomes effective. You are encouraged to periodically review these Terms to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Terms by your continued use of the Services after the effective date listed in any such revised Terms.  If you don’t agree to the updates we make, please cancel your account and/or cease accessing or using the Services before they become effective.

Age and Acceptance of Terms

Access to certain Services or features of the Services may be subject to age restrictions and not ‎available to all users of the Services. The Services are only for users 18 years old and over (with ‎additional limits that may be set forth in the jurisdictionally specific supplemental terms). By accessing ‎or using our Services, you confirm that: (a) you are over 18 and can form a binding contract with Othersphere Systems Inc.; (b) you accept these Terms; and (c) you agree to comply ‎with these Terms. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. If you are over 18 but under the legal age to enter into a contract in your jurisdiction, ‎your parents or legal guardian must read and agree to these Terms, as well as supervise your use of the ‎Services. If you do not have consent from your parents or legal guardians, you must cease accessing or ‎using the Services. If we learn that someone under the relevant age is using the Services, we will ‎terminate access to the Services for such user.

If you access or use the Services from within a jurisdiction for which there are separate supplemental ‎terms, you also agree to the supplemental terms applicable to you in the applicable jurisdiction as ‎outlined below. If there is a conflict between the provisions of the jurisdictionally specific supplemental terms that are applicable to you, and the rest of these Terms, the relevant jurisdictionally specific supplemental terms will supersede and control. ‎

You understand and agree that we will treat your access or use of the Services or any part thereof, ‎including your creation of an account, as acceptance of these Terms and the Privacy Policy. You should print off or save a local ‎copy of these Terms for your records.‎

Your Responsibilities

You are responsible for your conduct. You must comply with our Terms in the use of our Services. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download for distribution or share content unless you have the right to do so under other agreements with us and these Terms do not provide such permissions. Portions of our Services may be made available through social sharing features enabled through our Services (e.g. Google, Linkedin and X) but only content and information tagged for such functionality is available for sharing. We may review your conduct and content for compliance with these Terms, other agreements with us and any other policies. That said, we have no obligation to do so.

You may use our Services only as permitted by applicable law, including export control laws and regulations, including the age restrictions described herein.

Software

Some of our Services allow you to download or access our client software (“Software”) or various subscription services related to our Software, Services or platform, which may be updated automatically. As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, fully revocable license to access and download the Software and solely to access the Services. Use of such Software will be governed by further agreements between you or your organization and Othersphere which you must accept in order to use the Software. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services or the Software, attempt to do so or assist anyone in doing so.

Third-Party Services

Parts of our Services will require access to services or APIs or other functionality provided by third parties including but not limited to surveys and questionnaires, marketing analytics including those provided by Google and other platforms, data providers, customer relationship management and communications software, and other service providers related to our Services or Software. By using or accessing our Services you understand that your use of our Services or Software may involve access by such third party service providers and as such you may be subject to the terms and conditions related to such service providers.

Accessibility

Othersphere’s Services and its related features may not be available in all languages and/or all countries or in translation to all methods of online accessibility for those with various disabilities. Given this possibility, Othersphere makes no representation that its Services and related features are appropriate or available for use in any specific location or by any specific person. In your election to use and access the Services despite these possible conditions, you do so upon your own initiative and with understanding of and agreement to such limitations.

Othersphere’s Property and Proprietary Information

Other than content you may contribute to our sites or Services, the Services and all content displayed on the site or accessible through the Services, including text, images, maps, software or source code, are the property of Othersphere and/or third party partners and are protected by patent, copyright, trademarks and other Canadian, United States and foreign laws. Logos and product names appearing on or in connection with the Services are proprietary to Othersphere and/or our licensors. You agree not to obscure or alter or remove any patent, copyright, trademark or other proprietary notices or legends or product identification labels contained in or on the Services for any reason. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, in Othersphere’s trademarks, logos and other brand features or proprietary information.

You may not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, nor create derivative works from our Services. Access to the Services is licensed, not sold, to you and is owned by Othersphere and its licensors.

Specifically, unless stated otherwise:

  1. you may not redistribute any content from the Services, including from a cache, by proxying, or by using a screenshot or other static image, instead of directly accessing via our APIs and other sources of licensed data dissemination; and
  2. you may not resell or re-syndicate the Services to any third party (e.g., act as a reseller or service bureau) except with the express permission from Othersphere to do so.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported by emailing legal@othersphere.io. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Othersphere Systems Inc.

Attention: Legal

2031 Store Street

Victoria, BC, V8T 5L9, Canada

OR legal@othersphere.io

Cookies

Information about our collection and use of data through cookies can be found in our cookie policy set forth below or as adopted from time to time.

Mobile User Access

If you access our Services via a mobile device or application, your location and usage data (telemetry) may be sent to us, which we may use to improve our Services, provide information back to you about how your app is being used, and for other purposes consistent with our Privacy Policy and any such information requests adopted from time to time.

Termination

You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services on notice to you if:

  1. you are in breach of these Terms, or
  2. your use of the Services is in a manner that would cause a real risk of harm or loss to us or other users.

We won’t provide notice before termination where:

Discontinuation of Services

We may decide to discontinue the site, the Services or access to the Software for any reason whatsoever and in our sole discretion.  

Disclaimers

To the fullest extent permitted by law, Othersphere and its affiliates, partners, licensors, suppliers and distributors make no warranties, either express or implied, about the Services. The Services are provided "as is" and “as available” without any warranties or conditions of any kind, either express or implied, including, but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties, conditions or representations about the accuracy, reliability, completeness or timeliness of the content made available through the Service.

Othersphere does not guarantee or warrant that the Services will be free from corruption, errors, loss, viruses, attack, hacking, interference, or other security intrusions. Othersphere expressly disclaims any liability whatsoever with respect to these third party acts. To the extent these exclusions are specifically prohibited by law in individual jurisdictions, they may not apply to you.

You agree and acknowledge that your downloading of any material obtained through the Services is at your own risk. Any resulting or alleged damages to your computer, device, or data loss that results shall be your sole responsibility.

Limitation of Liability

We don’t exclude or limit our liability to you where it would be illegal to do so. In countries where certain types of exclusions aren’t allowed, we're responsible to you only for losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of our contract with you. This paragraph doesn’t affect consumer rights that can't be waived or limited by any contract or agreement.

Othersphere, its affiliates, partners, suppliers or distributors won’t be liable (jointly or severally) to any person for any direct, indirect, special, incidental, punitive, exemplary or consequential damages including lost ‎profits (whether incurred directly or indirectly), lost savings, ‎lost revenues, lost goodwill, lost opportunity‎, or loss of use, date or business, regardless of legal theory.

These exclusions or limitations will apply regardless of whether or not Othersphere or any of its partners or affiliates have been advise of or could have foreseen the possibility of such damages.. Othersphere and its affiliates aren’t responsible for the conduct, whether online or offline, of any users of the Services. To the extent these exclusions are specifically prohibited by law in individual jurisdictions, they may not apply to you. If ‎any applicable authority holds any portion of this ‎section to be ‎unenforceable, then the Othersphere’s ‎liability will be limited to ‎the fullest possible extent ‎permitted by applicable law.‎

Indemnification

To the maximum extent permitted by law, you agree to, at your sole cost, defend, indemnify, and hold ‎harmless ‎Othersphere and its subsidiaries, affiliates, officers, directors, agents, partners, and employees from any claim or demand, including reasonable attorneys' fees, arising out of:

  1. your use of the Services;
  2. your violation of these Terms; or
  3. content you submit, post to, extract from, or transmit through the Services

(collectively, the “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the ‎foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. ‎We reserve the right to assume the exclusive defense and control of any Claims and Losses at our own ‎cost. You will not settle any Claims and Losses without, in each instance, our prior written consent or the ‎consent of an individual whom we authorize, in writing, to approve such settlement.‎

Unlawful and other unauthorized uses

You agree to comply with all applicable laws, regulations, and third party agreements in your use of the Services. You represent that you are not (and your organization is not 50% or more owned by one or more individuals, organizations or entities that are): (1) organized or located in a country or territory that is the target of sanctions imposed, or (2) listed on any restricted or sanctioned party list maintained by the U.S. Government or any other applicable country.

You may not use the Services in any manner that could damage or overburden the Services or interfere with any other party's use of the Services.

You may not use the Services to:

  1. Disseminate material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
  2. Aid or implement practices violating basic human rights or civil liberties. For the avoidance of doubt, you may not use the Services to assist in the creation of databases of identifying information for any government to abrogate any human rights, civil rights, or civil liberties of individuals whether on the basis of race, gender or gender identity, sexual orientation, religion, or national origin or otherwise;
  3. Disseminate or store material that infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
  4. Create a false identity or otherwise attempt to mislead others as to the identity or origin of any communication or data communicated through our Services;
  5. Export, re-export, or permit downloading of any content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions;
  6. Interfere with or attempt to gain unauthorized access to any computer network;
  7. Host, transmit to, or provide to us any information that is subject to specific government regulation, including, without limitation, Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act, as amended), financial information (as regulated by the U.S. Financial Services Modernization Act, as amended), consumer reports, and consumer-reporting information (as regulated by the U.S. Fair Credit Reporting Act, as amended) or information subject to export control or economic sanction laws;
  8. Operate dangerous businesses using our Services such as emergency services or air traffic control, where the use or failure of the Services could lead to death, personal injury or significant property damage;
  9. Transmit viruses, trojan horses, or any other malicious code or program;
  10. Engage in any other activity reasonably deemed by us to be in conflict with the spirit or intent of these Terms; or
  11. Use the Services to develop, test, validate, and/or improve any service or dataset that is a substitute for, or substantially similar to, the Services (including any portion thereof).

Resolving Disputes

Othersphere will attempt to resolve any dispute with you informally by contacting you via email. If a dispute is not resolved within a commercially reasonable timeframe of submission, a formal proceeding may follow such as arbitration.

Judicial forum for disputes: You and Othersphere agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the province of British Columbia. Othersphere and you both consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

No Class Actions: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a member in a class, in a consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Controlling Law

These Terms will be governed by law of British Columbia, Canada, except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.

Entire Agreement

These Terms, together with the Privacy Policy and any other documents, guidelines and policies referenced herein, and any other agreements between you or your organization and us governing your access or use of the Software or Services, constitute the entire agreement between you and Othersphere with respect to the subject matter of these Terms, and supersede and replace any prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. If there is a conflict or inconsistency between these Terms and any other agreement between you or your organization and Othersphere governing your access or use of the Software, the terms of such other agreement will prevail.

These Terms create no third-party beneficiary rights or rights of survivorship.

Waiver, Severability & Assignment

Othersphere’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Othersphere may assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.

Interpretation

In these Terms, (a) the captions and headings are for convenience only and do ‎not ‎constitute substantive ‎matter and are not to be construed as interpreting the contents of ‎these ‎Terms, (b) the word “including”, the ‎word “includes”, the phrase “such as”, and similar words ‎and phrases, when following a ‎general statement or ‎term (whether or not non-limiting language ‎such as “without limitation” or “but ‎not limited to” or other words ‎of similar import are used with ‎reference thereto), is not to be ‎construed as limiting, and the word “or” ‎between two or more ‎listed matters does not imply an ‎exclusive relationship between the matters being ‎connected, ‎and (c) all references to Services will also ‎include any successor or replacement applications, ‎‎websites, content, or services containing substantially similar information as the ‎referenced ‎Service(s).‎

Feedback

You agree that we may freely utilize and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations, or other information you provide to us relating to the Services (“Feedback”). By sending Feedback to us, you agree that:‎

  1. We have no obligation to review, consider, or implement your Feedback, or to return to ‎you all or part of any Feedback for any reason;‎
  2. Feedback is provided on a non-confidential and non-proprietary basis, and we are not under any ‎obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in ‎any way; ‎
  3. You irrevocably grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free, sub-‎licensable (including via multiple tiers of sublicensing), transferrable license to reproduce, ‎distribute, create derivative works of, modify, communicate to the public, make available, ‎publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any ‎purpose and without restriction, free of charge and without attribution of any kind, including by ‎making, using, selling, offering for sale, importing, and promoting commercial products and ‎services that incorporate or embody Feedback, whether in whole or in part, and whether as ‎provided or as modified; ‎
  4. You have been deemed to have warranted to us that you have or own all the necessary legal rights to ‎upload, post, or submit such Feedback and grant us (and our affiliates and service providers, ‎and each of their and our respective licensees, successors, and assigns) the license to the ‎Feedback, and that the Feedback does not and will not violate any law or the intellectual ‎property, privacy, publicity, or other rights of any person;‎
  5. You understand and agree that you are fully responsible for any Feedback you submit or contribute, ‎‎and you are fully responsible and legally liable, including to any third party, for such content, its ‎accuracy, and ‎your rights to use it; and
  6. You waive any moral rights or other rights of authorship in and to any Feedback in favour of Othersphere, including any rights you may have in the altered or changed Feedback even if it is no longer ‎‎agreeable to you.‎

Force Majeure

We will not be liable for delays, failures in performance, or interruptions of the ‎Services that result directly or ‎indirectly from any cause or condition beyond our reasonable ‎control, including significant ‎market volatility, any delay or failure due to any act of God, act of ‎civil or military authorities, act of terrorism, ‎civil disturbance, war, strike or other labor dispute, ‎fire, interruption in telecommunications or internet ‎services or network provider services, failure ‎of equipment and/or software, pandemic, outbreak of illness or disease, declaration of public ‎health emergency, other catastrophe or any other ‎occurrence which is beyond our reasonable ‎control and shall not affect the validity and enforceability of any ‎remaining provisions.‎

English language

The parties have requested and agree that these Terms and all documents ‎relating thereto be ‎drawn up in ‎English / Les parties ont demandé que cette convention ainsi que.

Cookie & Data Tracking Policy

Last Updated October 2023

Othersphere uses cookies to help provide, protect, and improve Services. This Policy describes the cookies we use and explains why we use cookies and how we deal with the collected information. It also explains how cookies enable the Services to function properly and why you may not be able to experience the full functionality of the website if you disable the use of cookies. This Cookie Policy should be read alongside, and in addition to, our Terms and our Privacy Policy.

By visiting our website without changing your settings, you agree to receive all cookies and other data collection tools; however, if you do not accept the use of these cookies, you can change your cookie settings at any time by following the instructions below.

What are Cookies?

Cookies are text files containing small amounts of information which are downloaded to your computer or mobile device when you visit a certain webpage. Cookies are then sent back to the originating webpage on each subsequent visit, or to another webpage that recognizes that cookie. Cookies are widely used in order to make websites work, or to work more efficiently, as well as to provide information to the owners of the website.

Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improving the user experience. Cookies may tell us, for example, whether you have visited our website before or whether you are a new visitor.

There are two broad categories of cookies:

  1. first party cookies, served directly by us to your computer or mobile device;
  2. third party cookies, which are served by a third party on our behalf. We may use third party cookies for functionality, performance/analytics, advertising/tracking and social media purposes.

Cookies can remain on your computer or mobile device for different periods of time. Some cookies are session cookies, meaning that they are stored only temporarily during a browsing session and expire when you close your browser. Other cookies are persistent cookies, meaning that they are saved on your computer or mobile device for a fixed period and are not deleted when your browser is closed. They can be used by the Othersphere website to recognize your computer or mobile device when you open your browser and browse the Internet again.

Why do we use Cookies?

We use cookies for a variety of reasons, including to:

  1. enable, facilitate and streamline the functioning of and your access to our Services;
  2. track traffic flow and patterns of travel in connection with the Services;
  3. understand the total number of visitors to our Website on an ongoing basis and the types of internet browsers (e.g. Firefox, Chrome or Internet Explorer) and operating systems (e.g. Windows or Mac OS) used by our visitors;
  4. monitor and continually improve the performance and functionality of our Services.

What types of Cookie do we use?

The types of cookies used by us and our partners in connection with the sites can be classified into one of five categories, namely ‘cookies necessary for essential Othersphere purposes’, 'functionality cookies', and ‘performance and analytics cookies'. We have set out some further information about each category:

  1. Essential website cookies: These cookies are strictly necessary to provide you with services available through our sites.
  2. Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our sites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
  3. Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective our marketing campaigns are, or to help us customize our Websites for you.

How to control or delete Cookies

You have the right to accept or stop cookies from being stored on your device at any time by modifying the settings in your web browser to reflect your cookie preferences. Please be aware that you may not be able to use all the interactive features of the website and/or online courses and content once cookies are disabled.

Most browsers offer instructions on how to change your cookie settings. These settings will typically be found in the “options” or “preferences” menu of your browser. In order to understand these settings, the following links may be helpful, otherwise you should use the “Help” option in your browser for more details.

If you only want to limit third party advertising cookies, you can turn such cookies off by visiting the following links:

What about other tracking technologies, like web beacons?

Cookies are not the only way to recognize or track visitors to a website. Our partners and service providers may employ software technologies that help us manage our website to see what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs or pixels in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We may tie the information gathered by clear gifs in emails to your Personal Information.

Changes to this Cookie Policy

We will occasionally update this Cookie Policy to reflect changes in our practices and services. When we post changes to this Cookie Policy, we will revise the "Last Updated" date at the top of this Cookie Policy. If we make any material changes in the way we collect, use, and/or share information held in cookies, we will notify you by prominently posting notice of the changes on the Othersphere Website. We recommend that you check this page from time to time to inform yourself of any changes in this Cookie Policy or any of our other policies.

Cookies that have been set in the past

If you have disabled one or more Cookies, we may still use information collected from cookies prior to your disabled preference being set, however, we will stop using the disabled cookie to collect any further information.

Contact us

If you have any questions or comments about this cookies policy, or privacy matters generally, please contact us via email at legal@othersphere.io.

Information requests & other legal guidelines

Last Update October 2023

Legal & law enforcement information requests

Othersphere will review and respond to properly served requests for user information in accordance with its Privacy Policy, Terms, and applicable law. Othersphere reserves the right to object to requests that are improperly served, burdensome, overly broad or vague, or inappropriate as determined in its discretion. Othersphere will notify its customers and users of relevant requests for information in its sole discretion unless legally prohibited.

Digital millennium copyright act

If you are a copyright owner or an agent thereof, and believe that any user submission or other Othersphere content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Our Copyright Agent available at legal@othersphere.io with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on Othersphere are covered by a single notification, a representative list of such works from Othersphere;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Othersphere to locate the material;
  4. Information reasonably sufficient to permit Othersphere to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The following Terms of Service describe general access terms for Othersphere products and services, and specific commercial agreements describe access terms for subscribers.

If you are accessing Othersphere products on a trial basis, please see Trial Services Agreement for relevant terms.

Last Updated: February 29, 2024

Thank you for visiting and/or using Othersphere.io, related websites, and products. Othersphere Systems, Inc. (“Othersphere”, “we” or “us”) makes available websites, applications, software, and data sources through which it provides software services for location optimization of sustainable infrastructure derived from the Software (defined below) and other technologies and services owned, licensed, and provided by Othersphere (collectively, the “Services”). Any visitors to this site or users of the Services are collectively referred to as "users" in these Terms of Service. By purchasing, accessing, or using the Services offered by Othersphere, you (”you “ or “user”) are confirming that you have read, understand, and accept these Terms of Service.

Our Privacy Policy and any published and adopted guidelines or policies, including the cookies policy and information requests and other legal guidelines policy‎, each as updated from time to time, are incorporated into these Terms of Service (the “Terms”) by this reference and form an essential part of these Terms.  Our Privacy Policy explains how we collect and use your information while these Terms outline your responsibilities when using our Services and interactions with third parties.

Changes to these Terms

We reserve the right to make changes to these Terms at any time and for any reason.  Occasionally, we will update these Terms and revise the “last updated” notation at the top of these Terms. We will alert you about any material changes either by notifying you by email sent to the email address listed in your account, or by providing a notice on the Service before the change becomes effective. You are encouraged to periodically review these Terms to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Terms by your continued use of the Services after the effective date listed in any such revised Terms.  If you don’t agree to the updates we make, please cancel your account and/or cease accessing or using the Services before they become effective.

Age and Acceptance of Terms

Access to certain Services or features of the Services may be subject to age restrictions and not ‎available to all users of the Services. The Services are only for users 18 years old and over (with ‎additional limits that may be set forth in the jurisdictionally specific supplemental terms). By accessing ‎or using our Services, you confirm that: (a) you are over 18 and can form a binding contract with Othersphere Systems Inc.; (b) you accept these Terms; and (c) you agree to comply ‎with these Terms. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. If you are over 18 but under the legal age to enter into a contract in your jurisdiction, ‎your parents or legal guardian must read and agree to these Terms, as well as supervise your use of the ‎Services. If you do not have consent from your parents or legal guardians, you must cease accessing or ‎using the Services. If we learn that someone under the relevant age is using the Services, we will ‎terminate access to the Services for such user.

If you access or use the Services from within a jurisdiction for which there are separate supplemental ‎terms, you also agree to the supplemental terms applicable to you in the applicable jurisdiction as ‎outlined below. If there is a conflict between the provisions of the jurisdictionally specific supplemental terms that are applicable to you, and the rest of these Terms, the relevant jurisdictionally specific supplemental terms will supersede and control. ‎

You understand and agree that we will treat your access or use of the Services or any part thereof, ‎including your creation of an account, as acceptance of these Terms and the Privacy Policy. You should print off or save a local ‎copy of these Terms for your records.‎

Your Responsibilities

You are responsible for your conduct. You must comply with our Terms in the use of our Services. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download for distribution or share content unless you have the right to do so under other agreements with us and these Terms do not provide such permissions. Portions of our Services may be made available through social sharing features enabled through our Services (e.g. Google, Linkedin and X) but only content and information tagged for such functionality is available for sharing. We may review your conduct and content for compliance with these Terms, other agreements with us and any other policies. That said, we have no obligation to do so.

You may use our Services only as permitted by applicable law, including export control laws and regulations, including the age restrictions described herein.

Software

Some of our Services allow you to download or access our client software (“Software”) or various subscription services related to our Software, Services or platform, which may be updated automatically. As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, fully revocable license to access and download the Software and solely to access the Services. Use of such Software will be governed by further agreements between you or your organization and Othersphere which you must accept in order to use the Software. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services or the Software, attempt to do so or assist anyone in doing so.

Third-Party Services

Parts of our Services will require access to services or APIs or other functionality provided by third parties including but not limited to surveys and questionnaires, marketing analytics including those provided by Google and other platforms, data providers, customer relationship management and communications software, and other service providers related to our Services or Software. By using or accessing our Services you understand that your use of our Services or Software may involve access by such third party service providers and as such you may be subject to the terms and conditions related to such service providers.

Accessibility

Othersphere’s Services and its related features may not be available in all languages and/or all countries or in translation to all methods of online accessibility for those with various disabilities. Given this possibility, Othersphere makes no representation that its Services and related features are appropriate or available for use in any specific location or by any specific person. In your election to use and access the Services despite these possible conditions, you do so upon your own initiative and with understanding of and agreement to such limitations.

Othersphere’s Property and Proprietary Information

Other than content you may contribute to our sites or Services, the Services and all content displayed on the site or accessible through the Services, including text, images, maps, software or source code, are the property of Othersphere and/or third party partners and are protected by patent, copyright, trademarks and other Canadian, United States and foreign laws. Logos and product names appearing on or in connection with the Services are proprietary to Othersphere and/or our licensors. You agree not to obscure or alter or remove any patent, copyright, trademark or other proprietary notices or legends or product identification labels contained in or on the Services for any reason. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, in Othersphere’s trademarks, logos and other brand features or proprietary information.

You may not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, nor create derivative works from our Services. Access to the Services is licensed, not sold, to you and is owned by Othersphere and its licensors.

Specifically, unless stated otherwise:

  1. you may not redistribute any content from the Services, including from a cache, by proxying, or by using a screenshot or other static image, instead of directly accessing via our APIs and other sources of licensed data dissemination; and
  2. you may not resell or re-syndicate the Services to any third party (e.g., act as a reseller or service bureau) except with the express permission from Othersphere to do so.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported by emailing legal@othersphere.io. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Othersphere Systems Inc.

Attention: Legal

2031 Store Street

Victoria, BC, V8T 5L9, Canada

OR legal@othersphere.io

Cookies

Information about our collection and use of data through cookies can be found in our cookie policy set forth below or as adopted from time to time.

Mobile User Access

If you access our Services via a mobile device or application, your location and usage data (telemetry) may be sent to us, which we may use to improve our Services, provide information back to you about how your app is being used, and for other purposes consistent with our Privacy Policy and any such information requests adopted from time to time.

Termination

You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services on notice to you if:

  1. you are in breach of these Terms, or
  2. your use of the Services is in a manner that would cause a real risk of harm or loss to us or other users.

We won’t provide notice before termination where:

Discontinuation of Services

We may decide to discontinue the site, the Services or access to the Software for any reason whatsoever and in our sole discretion.  

Disclaimers

To the fullest extent permitted by law, Othersphere and its affiliates, partners, licensors, suppliers and distributors make no warranties, either express or implied, about the Services. The Services are provided "as is" and “as available” without any warranties or conditions of any kind, either express or implied, including, but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties, conditions or representations about the accuracy, reliability, completeness or timeliness of the content made available through the Service.

Othersphere does not guarantee or warrant that the Services will be free from corruption, errors, loss, viruses, attack, hacking, interference, or other security intrusions. Othersphere expressly disclaims any liability whatsoever with respect to these third party acts. To the extent these exclusions are specifically prohibited by law in individual jurisdictions, they may not apply to you.

You agree and acknowledge that your downloading of any material obtained through the Services is at your own risk. Any resulting or alleged damages to your computer, device, or data loss that results shall be your sole responsibility.

Limitation of Liability

We don’t exclude or limit our liability to you where it would be illegal to do so. In countries where certain types of exclusions aren’t allowed, we're responsible to you only for losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of our contract with you. This paragraph doesn’t affect consumer rights that can't be waived or limited by any contract or agreement.

Othersphere, its affiliates, partners, suppliers or distributors won’t be liable (jointly or severally) to any person for any direct, indirect, special, incidental, punitive, exemplary or consequential damages including lost ‎profits (whether incurred directly or indirectly), lost savings, ‎lost revenues, lost goodwill, lost opportunity‎, or loss of use, date or business, regardless of legal theory.

These exclusions or limitations will apply regardless of whether or not Othersphere or any of its partners or affiliates have been advise of or could have foreseen the possibility of such damages.. Othersphere and its affiliates aren’t responsible for the conduct, whether online or offline, of any users of the Services. To the extent these exclusions are specifically prohibited by law in individual jurisdictions, they may not apply to you. If ‎any applicable authority holds any portion of this ‎section to be ‎unenforceable, then the Othersphere’s ‎liability will be limited to ‎the fullest possible extent ‎permitted by applicable law.‎

Indemnification

To the maximum extent permitted by law, you agree to, at your sole cost, defend, indemnify, and hold ‎harmless ‎Othersphere and its subsidiaries, affiliates, officers, directors, agents, partners, and employees from any claim or demand, including reasonable attorneys' fees, arising out of:

  1. your use of the Services;
  2. your violation of these Terms; or
  3. content you submit, post to, extract from, or transmit through the Services

(collectively, the “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the ‎foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. ‎We reserve the right to assume the exclusive defense and control of any Claims and Losses at our own ‎cost. You will not settle any Claims and Losses without, in each instance, our prior written consent or the ‎consent of an individual whom we authorize, in writing, to approve such settlement.‎

Unlawful and other unauthorized uses

You agree to comply with all applicable laws, regulations, and third party agreements in your use of the Services. You represent that you are not (and your organization is not 50% or more owned by one or more individuals, organizations or entities that are): (1) organized or located in a country or territory that is the target of sanctions imposed, or (2) listed on any restricted or sanctioned party list maintained by the U.S. Government or any other applicable country.

You may not use the Services in any manner that could damage or overburden the Services or interfere with any other party's use of the Services.

You may not use the Services to:

  1. Disseminate material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
  2. Aid or implement practices violating basic human rights or civil liberties. For the avoidance of doubt, you may not use the Services to assist in the creation of databases of identifying information for any government to abrogate any human rights, civil rights, or civil liberties of individuals whether on the basis of race, gender or gender identity, sexual orientation, religion, or national origin or otherwise;
  3. Disseminate or store material that infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
  4. Create a false identity or otherwise attempt to mislead others as to the identity or origin of any communication or data communicated through our Services;
  5. Export, re-export, or permit downloading of any content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions;
  6. Interfere with or attempt to gain unauthorized access to any computer network;
  7. Host, transmit to, or provide to us any information that is subject to specific government regulation, including, without limitation, Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act, as amended), financial information (as regulated by the U.S. Financial Services Modernization Act, as amended), consumer reports, and consumer-reporting information (as regulated by the U.S. Fair Credit Reporting Act, as amended) or information subject to export control or economic sanction laws;
  8. Operate dangerous businesses using our Services such as emergency services or air traffic control, where the use or failure of the Services could lead to death, personal injury or significant property damage;
  9. Transmit viruses, trojan horses, or any other malicious code or program;
  10. Engage in any other activity reasonably deemed by us to be in conflict with the spirit or intent of these Terms; or
  11. Use the Services to develop, test, validate, and/or improve any service or dataset that is a substitute for, or substantially similar to, the Services (including any portion thereof).

Resolving Disputes

Othersphere will attempt to resolve any dispute with you informally by contacting you via email. If a dispute is not resolved within a commercially reasonable timeframe of submission, a formal proceeding may follow such as arbitration.

Judicial forum for disputes: You and Othersphere agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the province of British Columbia. Othersphere and you both consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

No Class Actions: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a member in a class, in a consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Controlling Law

These Terms will be governed by law of British Columbia, Canada, except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.

Entire Agreement

These Terms, together with the Privacy Policy and any other documents, guidelines and policies referenced herein, and any other agreements between you or your organization and us governing your access or use of the Software or Services, constitute the entire agreement between you and Othersphere with respect to the subject matter of these Terms, and supersede and replace any prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. If there is a conflict or inconsistency between these Terms and any other agreement between you or your organization and Othersphere governing your access or use of the Software, the terms of such other agreement will prevail.

These Terms create no third-party beneficiary rights or rights of survivorship.

Waiver, Severability & Assignment

Othersphere’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Othersphere may assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.

Interpretation

In these Terms, (a) the captions and headings are for convenience only and do ‎not ‎constitute substantive ‎matter and are not to be construed as interpreting the contents of ‎these ‎Terms, (b) the word “including”, the ‎word “includes”, the phrase “such as”, and similar words ‎and phrases, when following a ‎general statement or ‎term (whether or not non-limiting language ‎such as “without limitation” or “but ‎not limited to” or other words ‎of similar import are used with ‎reference thereto), is not to be ‎construed as limiting, and the word “or” ‎between two or more ‎listed matters does not imply an ‎exclusive relationship between the matters being ‎connected, ‎and (c) all references to Services will also ‎include any successor or replacement applications, ‎‎websites, content, or services containing substantially similar information as the ‎referenced ‎Service(s).‎

Feedback

You agree that we may freely utilize and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations, or other information you provide to us relating to the Services (“Feedback”). By sending Feedback to us, you agree that:‎

  1. We have no obligation to review, consider, or implement your Feedback, or to return to ‎you all or part of any Feedback for any reason;‎
  2. Feedback is provided on a non-confidential and non-proprietary basis, and we are not under any ‎obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in ‎any way; ‎
  3. You irrevocably grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free, sub-‎licensable (including via multiple tiers of sublicensing), transferrable license to reproduce, ‎distribute, create derivative works of, modify, communicate to the public, make available, ‎publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any ‎purpose and without restriction, free of charge and without attribution of any kind, including by ‎making, using, selling, offering for sale, importing, and promoting commercial products and ‎services that incorporate or embody Feedback, whether in whole or in part, and whether as ‎provided or as modified; ‎
  4. You have been deemed to have warranted to us that you have or own all the necessary legal rights to ‎upload, post, or submit such Feedback and grant us (and our affiliates and service providers, ‎and each of their and our respective licensees, successors, and assigns) the license to the ‎Feedback, and that the Feedback does not and will not violate any law or the intellectual ‎property, privacy, publicity, or other rights of any person;‎
  5. You understand and agree that you are fully responsible for any Feedback you submit or contribute, ‎‎and you are fully responsible and legally liable, including to any third party, for such content, its ‎accuracy, and ‎your rights to use it; and
  6. You waive any moral rights or other rights of authorship in and to any Feedback in favour of Othersphere, including any rights you may have in the altered or changed Feedback even if it is no longer ‎‎agreeable to you.‎

Force Majeure

We will not be liable for delays, failures in performance, or interruptions of the ‎Services that result directly or ‎indirectly from any cause or condition beyond our reasonable ‎control, including significant ‎market volatility, any delay or failure due to any act of God, act of ‎civil or military authorities, act of terrorism, ‎civil disturbance, war, strike or other labor dispute, ‎fire, interruption in telecommunications or internet ‎services or network provider services, failure ‎of equipment and/or software, pandemic, outbreak of illness or disease, declaration of public ‎health emergency, other catastrophe or any other ‎occurrence which is beyond our reasonable ‎control and shall not affect the validity and enforceability of any ‎remaining provisions.‎

English language

The parties have requested and agree that these Terms and all documents ‎relating thereto be ‎drawn up in ‎English / Les parties ont demandé que cette convention ainsi que.

Cookie & Data Tracking Policy

Last Updated October 2023

Othersphere uses cookies to help provide, protect, and improve Services. This Policy describes the cookies we use and explains why we use cookies and how we deal with the collected information. It also explains how cookies enable the Services to function properly and why you may not be able to experience the full functionality of the website if you disable the use of cookies. This Cookie Policy should be read alongside, and in addition to, our Terms and our Privacy Policy.

By visiting our website without changing your settings, you agree to receive all cookies and other data collection tools; however, if you do not accept the use of these cookies, you can change your cookie settings at any time by following the instructions below.

What are Cookies?

Cookies are text files containing small amounts of information which are downloaded to your computer or mobile device when you visit a certain webpage. Cookies are then sent back to the originating webpage on each subsequent visit, or to another webpage that recognizes that cookie. Cookies are widely used in order to make websites work, or to work more efficiently, as well as to provide information to the owners of the website.

Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improving the user experience. Cookies may tell us, for example, whether you have visited our website before or whether you are a new visitor.

There are two broad categories of cookies:

  1. first party cookies, served directly by us to your computer or mobile device;
  2. third party cookies, which are served by a third party on our behalf. We may use third party cookies for functionality, performance/analytics, advertising/tracking and social media purposes.

Cookies can remain on your computer or mobile device for different periods of time. Some cookies are session cookies, meaning that they are stored only temporarily during a browsing session and expire when you close your browser. Other cookies are persistent cookies, meaning that they are saved on your computer or mobile device for a fixed period and are not deleted when your browser is closed. They can be used by the Othersphere website to recognize your computer or mobile device when you open your browser and browse the Internet again.

Why do we use Cookies?

We use cookies for a variety of reasons, including to:

  1. enable, facilitate and streamline the functioning of and your access to our Services;
  2. track traffic flow and patterns of travel in connection with the Services;
  3. understand the total number of visitors to our Website on an ongoing basis and the types of internet browsers (e.g. Firefox, Chrome or Internet Explorer) and operating systems (e.g. Windows or Mac OS) used by our visitors;
  4. monitor and continually improve the performance and functionality of our Services.

What types of Cookie do we use?

The types of cookies used by us and our partners in connection with the sites can be classified into one of five categories, namely ‘cookies necessary for essential Othersphere purposes’, 'functionality cookies', and ‘performance and analytics cookies'. We have set out some further information about each category:

  1. Essential website cookies: These cookies are strictly necessary to provide you with services available through our sites.
  2. Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our sites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
  3. Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective our marketing campaigns are, or to help us customize our Websites for you.

How to control or delete Cookies

You have the right to accept or stop cookies from being stored on your device at any time by modifying the settings in your web browser to reflect your cookie preferences. Please be aware that you may not be able to use all the interactive features of the website and/or online courses and content once cookies are disabled.

Most browsers offer instructions on how to change your cookie settings. These settings will typically be found in the “options” or “preferences” menu of your browser. In order to understand these settings, the following links may be helpful, otherwise you should use the “Help” option in your browser for more details.

If you only want to limit third party advertising cookies, you can turn such cookies off by visiting the following links:

What about other tracking technologies, like web beacons?

Cookies are not the only way to recognize or track visitors to a website. Our partners and service providers may employ software technologies that help us manage our website to see what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs or pixels in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We may tie the information gathered by clear gifs in emails to your Personal Information.

Changes to this Cookie Policy

We will occasionally update this Cookie Policy to reflect changes in our practices and services. When we post changes to this Cookie Policy, we will revise the "Last Updated" date at the top of this Cookie Policy. If we make any material changes in the way we collect, use, and/or share information held in cookies, we will notify you by prominently posting notice of the changes on the Othersphere Website. We recommend that you check this page from time to time to inform yourself of any changes in this Cookie Policy or any of our other policies.

Cookies that have been set in the past

If you have disabled one or more Cookies, we may still use information collected from cookies prior to your disabled preference being set, however, we will stop using the disabled cookie to collect any further information.

Contact us

If you have any questions or comments about this cookies policy, or privacy matters generally, please contact us via email at legal@othersphere.io.

Information requests & other legal guidelines

Last Update October 2023

Legal & law enforcement information requests

Othersphere will review and respond to properly served requests for user information in accordance with its Privacy Policy, Terms, and applicable law. Othersphere reserves the right to object to requests that are improperly served, burdensome, overly broad or vague, or inappropriate as determined in its discretion. Othersphere will notify its customers and users of relevant requests for information in its sole discretion unless legally prohibited.

Digital millennium copyright act

If you are a copyright owner or an agent thereof, and believe that any user submission or other Othersphere content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Our Copyright Agent available at legal@othersphere.io with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on Othersphere are covered by a single notification, a representative list of such works from Othersphere;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Othersphere to locate the material;
  4. Information reasonably sufficient to permit Othersphere to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
CONTACT

Get in touch

Please reach out if you would like to learn more about Othersphere, our products, and opportunities to partner in accelerating global industrial decarbonization.

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