This document provides the Terms of Service between you and
the PYXIS innovation inc., a corporation organized and existing under the law
of Canada, with its head office located in Calgary,
Alberta, Canada.
By using our services, you are agreeing to these terms.
Please read them carefully.
These Terms of Service govern the use of the software
development kit (“SDK”) and application programming interfaces (“API”) provided
by PYXIS for use with its PYXIS Software Suite.
In order to use the SDK, API, or any of the PYXIS Software
Suite, you must be capable of forming a binding legal contract with the PYXIS
innovation inc., and you must agree to the Terms of Service contract as
provided here. If you are using the Software on behalf of a company or
organization, then “you” includes that company or organization, and you
represent and warrant that you are authorized to grant all permissions and
licenses provided in these Terms of Service, and to bind the company or
organization to these Terms of Service.
You agree that these Terms of Service shall apply to any and
all upgrades of the Software that may occur in the future. The re-installation,
upgrade, or replacement of your copy of any of the Software shall not terminate
your agreement to these Terms of Service.
You agree that the terms and conditions of these Terms of
Service are subject to change without notice to you, and you agree to be bound
to those changes. At any time, the current version of the Terms of Service can
be obtained by contacting the PYXIS innovation inc., or by visiting
https://worldview.gallery/info/terms. You agree that, if you do not want to
accept any particular changes to the Terms of Service, you shall stop using the
Software immediately, and you shall immediately notify PYXIS innovation inc.
that you would like to terminate your agreement under the Terms of Service.
1. DEFINITIONS
The follow definitions shall be used throughout these Terms
of Service.
“Application” means any software created or designed at
least in part by you using the PYXIS SDK or API, whether in the form of
executable computer code, computer source code, libraries, functions, data, or
algorithms.
“PyxNet” means the computer data network comprising network
nodes operating the PYXIS Software Suite.
“PYXIS Software Suite” means the collection of software
created or sold by the PYXIS innovation inc., including the WorldView™ Studio
software program, the WorldView™ Gallery software program, the WorldView™
Channel software program, the PYXIS SDK, and the PYXIS API.
“Software” means any or all of the WorldView™ software
programs and the PYXIS Software Suite, including the PYXIS SDK and the PYXIS
API.
2. TERMINATION AND SURVIVAL
You acknowledge and agree that the PYXIS innovation inc. may
terminate or suspend these Terms of Service and any licenses granted to you
without cause or notice to you.
You acknowledge and agree that, upon termination of these
Terms of Service, you shall continue to be bound to sections 2, 3, and 6 to 10,
and that these sections shall survive the termination of these Terms of
Service.
3. USE OF SDK AND API FOR
APPLICATION DEVELOPMENT
You agree that any Application shall be made available on
the PyxNet network, and that any data created or maintained by any Application
shall be discoverable by other users using the PyxNet.
You agree that any Application shall be created, designed,
and used as a peer node within the PyxNet network, and shall not compete with
the interests of the PYXIS innovation inc. in any manner whatsoever. You agree
to pay to the PYXIS innovation inc. damages or an accounting of profits as can
be reasonably attributed to your competitive use of any Application when this
clause is found to be violated.
You agree not to use the SDK or API to develop Applications
for any platform, system, or technology not operated by or for PYXIS, and you
agree not to use the SDK or API to develop another SDK or API.
4. INTELLECTUAL PROPERTY
You agree to not reverse engineer the Software in any way,
nor use or sell the Software or any components or parts of the Software in
order to compete with the PYXIS innovation inc. in a commercial marketplace.
You agree to pay to the PYXIS innovation inc. damages or an accounting of
profits as can be reasonably attributed to your competitive use or sales of the
Software or any components or parts of the Software when this clause is found
to be violated.
You agree to assign any and all rights to any intellectual
property, such as in the form of inventions, patents or patent applications
pertaining to any country or region in the world, for derivative works,
improvements, inventions, products, or other innovations based on the use of
the Software. You agree to assign any and all rights to any intellectual
property pertaining to an Application that is designed or produced by you. You
agree that any such assignments shall be made to any party appointed by the
PYXIS innovation inc. as the assignee.
You acknowledge that the PYXIS innovation inc. owns patents
and pending patent applications pertaining to the Software. These issued
patents include United States patent numbers 8,018,458 and 8,400,451; Canadian
Patent No. 2,436,312; and Australian Patent No. 2004262061.
You acknowledge that there are patents pending that cover the
Software.
You acknowledge the ownership and rights of the PYXIS
innovations inc. in respect of the above-mentioned patents and patent
applications, and you agree that you shall not dispute the ownership and rights
of the PYXIS innovation inc. You agree not to be a party to or support in any
manner any action against the PYXIS innovation inc. in respect of the
above-mentioned patents and patent applications, including but not limited to
any actions related to patent invalidity or patent review whether before a
court of law, or any administrative body.
You agree not to attempt to circumvent any security,
digital-rights management, or digital-lock technology pertaining to the
Software.
You acknowledge and agree that your possession,
installation, or use of the Software does not transfer any title to the
intellectual property in the Software, and that you do not acquire any rights
to the Software, except as expressly provided by the license granted by section
4 of these Terms of Service, and the right to grand sub-licences as provided by
section 5 of these Terms of Service.
You agree that you shall indemnify the PYXIS innovation
inc., and its directors, officers, and employees, for any and all damages,
penalties, costs, or any other consequence arising from the infringement of
third-party intellectual property rights as determined by a court of law or
other decision maker such as an administrative body, mediator, arbitrator, etc.
You further agree that this indemnity shall include costs of defending an
allegation of infringement, regardless of the outcome of any related disputes.
You agree that, if you become aware of any complaint or
claim made with respect to third-party intellectual property rights related to
the use of the Software, you will notify the PYXIS innovation inc. immediately.
You acknowledge that time is of the essence, so that the PYXIS innovation inc.
has sufficient time in which to make decisions about how it shall respond to
the allegations.
You agree that, at the sole discretion of the PYXIS
innovation inc., you shall subrogate any rights you might have to defend an
allegation of infringement of third-party intellectual property rights, and
that the PYXIS innovation inc., at its sole discretion, shall conduct the legal
defence of both you and the PYXIS innovation inc.
5. GRANT OF LICENSE
By way of these Terms of Service, you are granted a single,
non-exclusive, non-transferable license to use a single copy of the PYXIS SDK
and the PYXIS API.
You acknowledge and agree that this license does not cover
any use of the Software that competes with the business and commercial
interests of the PYXIS innovation inc.
6. EXCLUSION OF
WARRANTY/DISCLAIMER
The PYXIS innovation inc. SPECIFICALLY DISCLAIMS ANY AND ALL
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMNET, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR
USAGE OF TRADE.
The PYXIS innovation inc. DOES NOT WARRANT THAT THE SOFTWARE
WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED,
OR THAT TRANSMISSION RELATED TO THE SOFTWARE WILL BE SECURE.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE
FOR ANY RISKS ASSOCIATED WITH THE QUALITY OR PERFORMANCE OF THE SOFTWARE.
YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS NOT
FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED TO BE USED IN HIGH-RISK
ACTIVITIES, SUCH AS, BUT NO LIMITED TO: OPERATION OF NUCLEAR FACILITIES,
AIRCRAFT OR MARINE NAVIGATION OR COMMUNICATIONS, AIR TRAFFIC CONTROL, WEAPONS
SYSTEMS, EMERGENY RESPONSE, DISASTER DETECTION, ETC.
7. LIMITATION OF LIABILITY
AND INDEMNITY
You acknowledge and agree that the PYXIS innovation inc.
SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNATIVIE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED
DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE
LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR
INABILITY TO USE THE SOFTWARE.
You acknowledge and agree that you shall indemnify the PYXIS
innovation inc., as well as its directors, officers, and employees, for any and
all harm, damages, losses, or costs arising from your use or misuse of the
Software, including but not limited to any remedies determined by a court of
law, administrative decision maker, arbitrator, or mediator, and any associated
costs.
8. DISPUTE RESOLUTION
You agree that any and all disputes between you and the
PYXIS innovation inc., arising as a result of this agreement, or otherwise,
shall be settled by an arbitrator as provided here. When the value of a claim
can be reasonably established to be under C$100,000.00, the dispute shall be
settled by a single arbitrator, and the single arbitrator shall be appointed at
the sole discretion of the PYXIS innovation inc. When the value of a claim can
be reasonably established to be over C$100,000.00, the dispute shall be settled
by three arbitrators, in which case, you shall appoint one arbitrator, the PYXIS
innovation inc. shall appoint another arbitrator, and the third arbitrator
shall be appointed through agreement of the other two arbitrators.
You agree that all disputes, whether by arbitration nor
otherwise, shall be brought in Calgary, Alberta, Canada, unless otherwise
determined by the PYXIS innovation inc. at its sole discretion.
9. GENERAL
You agree that no provision of these Terms of Service shall
be deemed waived or modified except in a written addendum signed by the PYXIS
innovation inc.
You agree that these Terms of Service, and any additional
agreements you may enter with the PYXIS innovation inc. in connection with the
Software, shall constitute the entire agreement between you and the PYXIS
innovation inc. pertaining to the Software. If any provision of these Terms of
Service is found to be invalid, then the provision shall be limited or
eliminated to the minimum extent necessary, and the remaining provisions of
these Terms of Service shall remain in full force and effect.
You acknowledge and agree that any waiver by the PYXIS
innovation inc. of any term of these Terms of Service shall not be deemed a
further or continuing waiver of such term or any other term. The failure by the
PYXIS innovation to assert any right or interest under a provision of these
Terms of Service shall not constitute a waiver of the right or interest.
You agree that these Terms of Service shall be governed by
the laws of Canada and the province of Alberta.
You agree that time shall be of the essence in respect of
these Terms of Service.
You agree that these Terms of Service, and any rights or
licenses granted by these Terms of Service are non-transferable, and shall not
be assigned by you.
