YellowHAT


TERMS OF SERVICE

 


Last Updated: [INSERT PRIOR TO UPLOAD]

YellowHat Technology Inc. (“YellowHat,” “we,” “our,” and “us” and terms of similar meaning) provides this website ( [INSERT URL] (the “Site”)) and access to and use of our [INSERT DESCRIPTION OF SERVICES] (the “Services”) to you (“you” or “your”), subject to these terms of service.

These terms of service together with our Privacy Policy (collectively, the “Terms”) govern your use of the Site and, except if your Organization (defined below) has entered into an Enterprise Agreement [LEGAL1] (defined below) with us, our Services.

Please read these Terms carefully. By accessing or using the Site or, as applicable, the Services you acknowledge that you have read and understood these Terms and agree to be legally bound by these Terms and all policies and guidelines incorporated by reference in these Terms. If you are using the Services on behalf of a company, partnership, association, government or any entity or organization (“Organization[LEGAL2] ”), you warrant that you are duly authorized to do so and that you are authorized to bind such Organization to these Terms. In such circumstances, “you” will include your Organization.

If you do not agree to be bound by these Terms in their entirety, you may not use the Services.

1.            ENTERPRISE AGREEMENT AND ORDER FORMS

In the event that your use of the Services is subject to an applicable enterprise agreement or other agreement between you and us pertaining to your or your Authorized Users’ [LEGAL3] (defined below) use of the Services (“Enterprise Agreement”), then the terms of the Enterprise Agreement will prevail to the exclusion of these Terms (except as may otherwise be set forth in the Enterprise Agreement).

Furthermore, except as may otherwise be set forth in the Enterprise Agreement, all order forms for the Services that you enter into with us shall be subject to these Terms. Except as expressly provided otherwise herein, these Terms shall prevail to the extent of any conflict or inconsistency between these Terms and an applicable order form.

2.            CHANGES TO THESE TERMS[LEGAL4] 

YellowHat reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms, or any policy or guideline applicable to the Services, at any time. If we do so, we will make reasonable efforts to communicate these changes to you via email at the email address you provide in your registration information, if any, or we will post a notice through the Services or on our Site.

Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Terms on the Site, and your continued use of the Site or Services after such time will constitute your agreement to be bound by such modified Terms. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Site or the Services. The Terms will always show the ‘last updated’ date at the top.

The Services are for your own internal business use only. You may not resell, lease or provide them in any other way to anyone else.

3.            PRIVACY POLICY

Please refer to YellowHat’s privacy policy, available at [INSERT URL] for information on how YellowHat collects, uses and discloses personally identifiable information from its users (the “Privacy Policy”). By visiting the Site or using the Services, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

4.            USAGE DATA

YellowHat’s Services may contain technologies that monitor, record and report to YellowHat regarding the use of the Site or Services including but not limited to information concerning the type of devices used to access the Site or Services, and the frequency, type and manner of use of the Site or Services [LEGAL5] (collectively, “Usage Data”). You agree that YellowHat may, in its sole discretion, collect and use Usage Data to support, maintain, and improve the Site or Services and for YellowHat’s business purposes, and to enforce YellowHat rights under the Terms. [LEGAL6] 

To the extent any Usage Data is personal information within the meaning of applicable law, you hereby: (a) consent to YellowHat’s collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained the consent of any individual to whom such Usage Data relates to YellowHat’s collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.

YellowHat reserves the right, and you hereby grant to YellowHat a perpetual, irrevocable, worldwide, royalty-free and fully paid up license to create anonymized aggregate data derived from or based on Usage Data and any reports or outputs generated by YellowHat based on such data[LEGAL7] ; provided that: (i) such data does not include personally identifiable information and does not present which proportion of such data can be attributed to usage from your Authorized Users versus all users of the Site or Services; and (ii) YellowHat has irrevocably removed from such data any association to you, or any Authorized User (collectively, “Aggregate Derivative Data”).

YellowHat shall own the Aggregate Derivative Data and all intellectual property rights therein and thereto, and such data is not and shall not be deemed personal information.

5.            REGISTRATION DATA; ACCOUNT SECURITY

If you register for an account on the Services, you agree to: (i) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); and (ii) promptly update the Registration Data and any other information you provide to YellowHat, to ensure it remains true, accurate and complete.[LEGAL8] 

The Services may allow you to add other authorized users to your account (“Authorized Users”). You are responsible for all activity on your account and for the activities of your Authorized Users, and to ensure your Authorized Users’ compliance with these Terms.

You agree to keep your access credentials (such as passwords or other information required to access the Service) secure and confidential. You must immediately notify YellowHat of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity on your YellowHat account (including by Authorized Users). The access credentials are the property of YellowHat and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you or any of your Authorized Users violate these Terms.

Further, as a condition of using the Site or Services, you and your Authorized Users must:

(a)          not attempt to undermine the security or integrity of YellowHat’s computing systems or networks or, where the Site or Services are hosted by a third party, that third party’s computing systems and networks;

(b)          not use, or misuse, the Site or Services in any way which may impair the functionality of the Site or Services, or other systems used to deliver the Site or Services or impair the ability of any other user to use the Site or Services;

(c)          not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Site or Services are hosted;

(d)          not use the Services to transmit any files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and

(e)          not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Site or Services except as is strictly necessary to use either of them for normal operation.

6.            FEES; CHARGES; TAXES[LEGAL9] 

Subject to the terms of any Enterprise Agreement or applicable order form, you agree to pay all applicable subscription fees and any other charges for the use of the Services as described on the Site. They may change from time to time. If subscription fees change, we will give you at least 30 days’ notice. If they do change, your continued use of the Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. Fees for payment transactions are subject to change without notice, unless otherwise prohibited, at the discretion of our payment platform partners. Current pricing is available at [INSERT HYPERLINK].

Although great care is taken in the production of the Site and description of the Services, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time. All prices are quoted and are payable in Canadian Dollars [LEGAL10] and, unless otherwise stated, are quoted before applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

7.            OWNERSHIP, COPYRIGHT AND TRADEMARKS[LEGAL11] 

In these Terms, the content available through the Site or Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content.” Content submitted or uploaded by you or your Authorized Users through the Site or Services is called “User Content.”  

As between YellowHat and you, User Content is your property. YellowHat’s rights to that User Content are the licenses granted to it in these Terms at Section 5 hereof.

The Site, the Services, all Content and all software available on or in respect of the Services or used to create and operate the Site or Services (collectively, “YellowHat Solutions”) are the property of YellowHat or its licensors, and is protected by copyright laws, and all rights to the YellowHat Solutions are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned on the Site or in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by YellowHat.

Your User Content is your responsibility. We have no responsibility or liability for User Content, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the sole discretion to remove, screen or edit without notice any User Content posted or stored on the Site or Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site or Services. If you authorize third parties to access your User Content through the Services (e.g. to Authorized Users), you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.

8.            YOUR LICENSE OF YOUR USER CONTENT TO YELLOWHAT

By posting or distributing User Content to or through the Site or Services, you: (a) grant YellowHat and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content for the purposes of providing the Site and the Services; (b) represent and warrant that: (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site or Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any applicable laws or the rights of, or cause injury to, any person or entity.

9.            OUR LIMITED LICENSE OF CONTENT TO YOU

Subject to these Terms, YellowHat grants you a limited, revocable, non-exclusive, non-sub-licensable, non-transferable license to access and use the YellowHat Solutions for internal business purposes only. [LEGAL12] You may not: (a) modify or otherwise make derivative works of the YellowHat Solutions, or reproduce, distribute or display the YellowHat Solutions except as expressly permitted in these Terms; (b) remove or modify any copyright, trademark, or other proprietary notices that have been placed in the YellowHat Solutions; (c) use any data mining, robots or similar data gathering or extraction methods; and (d) use the YellowHat Solutions other than for their intended purpose.

Except as expressly permitted above, any use of any portion of the YellowHat Solutions without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section and your account with us, including without limitation our provision of Services to you. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by YellowHat at any time.

You represent and warrant that your use of the YellowHat Solutions will be consistent with the foregoing grant of rights and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law in Canada, the United States, and any country in which you are using the Services. These laws include economic sanctions. “Economic sanctions” means United Nations Security Council Resolutions requiring states to restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors, and the laws, regulations and policies that restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors.

To request permission for uses of YellowHat Solutions not included in this license, you may contact YellowHat at the address set out at the bottom of these Terms.

10.         ACCEPTABLE USER CONTENT [LEGAL13] 

You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the YellowHat Solutions any of the following:

(a)          any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

(b)          content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

(c)          content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

(d)          content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

(e)          unsolicited promotions, political campaigning, advertising or solicitations;

(f)           private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;

(g)          viruses, corrupted data or other harmful, disruptive or destructive files; or

(h)          content that, in the sole judgment of YellowHat, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or Services, or which may expose YellowHat or its affiliates or its users to any harm or liability of any type.

YellowHat has a “zero-tolerance” policy towards SPAM: you may not use the Services generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.

Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.

11.         NO RELIANCE; NO RESPONSIBILITY FOR THIRD-PARTY SERVICES, SITES OR CONTENT

As a service to our users, the YellowHat Solutions may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide integrations to third-party services (“Third-Party Services”) that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.

YellowHat makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Site or Services of Third-Party Materials does not imply YellowHat’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. YellowHat accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or web sites linking to the Site or Services. When you leave the Site or Services, our terms and policies no longer govern, and when you use Third-Party Services or Third Party Materials their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

You acknowledge that YellowHat is not a party to any agreement between you and the provider with respect to such Third-Party Materials and Third-Party Services and YellowHat is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.

12.         WARRANTY DISCLAIMER[LEGAL14] 

YOUR ACCESS TO AND USE OF THE YELLOWHAT SOLUTIONS AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THESE TERMS, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YELLOWHAT, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (FOR PURPOSES OF THIS SECTION 12 ONLY, COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION THAT THE YELLOWHAT SOLUTIONS OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL: (A) BE FIT FOR A PARTICULAR PURPOSE; (B) BE OF GOOD TITLE; (C) BE OF MERCHANTABLE QUALITY; OR (D) NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE YELLOWHAT SOLUTIONS. SUPPLIERS DO NOT WARRANT THAT THE YELLOWHAT SOLUTIONS IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY YOUR BUSINESS OR OTHER REQUIREMENTS, OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

13.         LIMITATION OF LIABILITY; INDEMNITY

YOU WAIVE AND SHALL NOT ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST YELLOWHAT, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, ADVERTISERS, SUPPLIERS, OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE YELLOWHAT SOLUTIONS OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO INFRINGEMENT OF PROPRIETARY RIGHTS, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE YELLOWHAT SOLUTIONS OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES. YOU USE THE YELLOWHAT SOLUTIONS AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES AT YOUR OWN RISK.

WITHOUT LIMITING THE FOREGOING, NEITHER YELLOWHAT NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE YELLOWHAT SOLUTIONS OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE YELLOWHAT SOLUTIONS OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES OR OTHER INFORMATION OBTAINED FROM YELLOWHAT OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE YELLOWHAT SOLUTION OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YELLOWHAT OR ANY OTHER RELEASED PARTY’S RECORDS, PROGRAMS OR SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF YELLOWHAT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE YELLOWHAT SOLUTIONS EXCEED ANY COMPENSATION PAID BY YOU FOR ACCESS TO OR USE OF THE YELLOWHAT SOLUTIONS DURING THE THREE MONTHS PRIOR TO THE DATE OF ANY SUCH CLAIM. IN NO EVENT SHALL YELLOWHAT HAVE OR INCUR ANY LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE YELLOWHAT SOLUTIONS OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES.

YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS YELLOWHAT AND THE OTHER RELEASED PARTIES FROM ANY LOSS, DAMAGES, LIABILITIES, COSTS, EXPENSES, CLAIMS AND PROCEEDINGS ARISING OUT OF YOUR OR YOUR AUTHORIZED USERS’ USE OF THE YELLOWHAT SOLUTIONS OR ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES, INCLUDING ANY CLAIMS MADE BY ANY PERSON THAT ANY OF YOUR OR YOUR AUTHORIZED USERS’ USER CONTENT INFRINGES THE RIGHTS, INCLUDING THE INTELLECTUAL PROPERTY RIGHTS, OF ANY THIRD PARTY (COLLECTIVELY, “INDEMNIFIED CLAIMS”). YELLOWHAT RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY INDEMNIFIED CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY YELLOWHAT IN THE DEFENSE OF ANY INDEMNIFIED CLAIMS.

14.         COMMUNICATIONS

Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

Subject to the Privacy Policy, if you send to YellowHat or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that YellowHat can use the User Submissions without acknowledgment or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

15.         APPLICABLE LAW AND VENUE

You and YellowHat explicitly agree that all disputes, claims or other matters arising from or relating to your use of the YellowHat Solutions will be governed by the laws of the Province of Ontario [LEGAL15] and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

If you choose to access the Site or Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify YellowHat and the other Released Parties for your failure to comply with any such laws.

16.         TERMINATION/MODIFICATION OF LICENSE AND SITE OFFERINGS

Notwithstanding any provision of these Terms, YellowHat reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the YellowHat Solutions, or any portion thereof and the rights of any third party (including Authorized Users) to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the YellowHat Solutions and the rights of any third party (including Authorized Users) to which you have granted access to your User Content; (c) change, suspend or discontinue any aspect of the YellowHat Solutions; and (d) impose limits on the YellowHat Solutions.

17.         TERM AND TERMINATION OF AGREEMENT

Subject to the terms of an applicable Enterprise Agreement, and/or an applicable order form, the term of these Terms shall be effective for so long as you have a valid and subsisting subscription [LEGAL16] to the Services in accordance with these Terms.

YellowHat may terminate these Terms: (i) with 14 days’ written notice if you materially breach these Terms and fail to cure such breach within such 14 day period; or (ii) for convenience with 30 days’ written notice to you. Upon such termination, you must pay the fees applicable for the balance of the then current billing period. When your YellowHat account is terminated, we will have no obligation to retain your User Content, subject to applicable laws. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes, subject to applicable laws.

If these Terms expire or terminate for any reason, Sections 4, 7, 8, 10, 11, 12, 13, 15, 16, 17 and 18 and any representation or warranty you make in these Terms, shall survive indefinitely.

18.         MISCELLANEOUS

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. YellowHat may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of YellowHat, and any such attempted assignment will be void and unenforceable. Subject to the terms of any Enterprise Agreement that are deemed in such agreement to apply to or interact with these Terms, these Terms constitute the entire agreement between you and YellowHat regarding your use of the YellowHat Solutions, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and YellowHat regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

 


 [LEGAL1]INTERNAL: Please advise if YellowHat may enter into an overarching b2b enterprise agreement. These terms of service are currently drafted in a way that contemplates that such an overarching agreement might exist and which might take precedence over these Terms of Service. 

 [LEGAL2]INTERNAL: We assume that the services may also be provided directly to organizations, rather than individuals directly, but please let us know if otherwise.

 [LEGAL3]INTERNAL: Please advise if the concept of “Authorized Users” is applicable in the circumstances.

 [LEGAL4]INTERNAL: Please advise if YellowHat’s services are directed towards individual consumers (e.g. individuals using the service for personal/household purposes). If so, this section (among others, including limitations on liability) will need to be adjusted to reflect consumer protection law requirements.

 [LEGAL5]INTERNAL: We have assumed that YellowHat will collect usage data. Please advise us if otherwise, and please confirm the scope / nature of data being collected.

 [LEGAL6]INTERNAL: Please confirm the purposes for which usage data will be put.

 [LEGAL7]INTERNAL: We have included a right for YellowHat to aggregate usage data (which would be owned by YellowHat), on the basis that such aggregate data will not be identifiable back to the user. Please confirm whether this construct should be revised.

 [LEGAL8]INTERNAL: Please confirm: (i) whether this account creation process is applicable; and (ii) if so, whether the processes described in this section are accurate).

 [LEGAL9]INTERNAL: We have included flexible language surrounding the payment of fees and the determination of the pricing scheme, but please advise whether this is accurate / aligned with YellowHat’s actual practices. 

 [LEGAL10] [LEGAL10]INTERNAL: We assume CAD is the applicable currency, but please let us know if otherwise. 

 [LEGAL11]INTERNAL: We have included language surrounding ownership of each party’s content, e.g. that YellowHat’s site, services and any content is owned by YellowHat, whereas content input by a user is the user’s content (for which a license is granted for the purposes of these Terms). Please advise if adjustments / additional considerations are relevant in the circumstances.

 [LEGAL12]INTERNAL: Please confirm that the scope of the grant of rights is applicable / accurate. Relatedly, is anything installed directly on the user’s computer / environment, or will everything be provided via a network (i.e. as a SaaS solution)?

 [LEGAL13]INTERNAL: To the extent user content is transmitted to the services, restrictions regarding same (e.g. as set out in this section) should be included.

 [LEGAL14]INTERNAL: We have included generally favourable and one-way disclaimers, limits on liability and indemnity obligations in an aim to mitigate potential liability risks arising from this agreement. We assume this aligns with YellowHat’s commercial intent, but please let us know if otherwise.

 [LEGAL15]INTERNAL: we have assumed that Ontario is the intended jurisdiction, but please let us know if this is not the case.

 [LEGAL16]INTERNAL: Please confirm that the term of this agreement (and the termination rights) as set out in this section is accurate, or if it requires any adjustments.

Scroll to Top