Terms of Use

TERMS OF USE

Welcome to the SunTracker Technologies Ltd. web sites (the “Site”). Through the Site, you have access to a variety of resources and content, including Community Services, Content, Materials, Third Party Content, and Software (as hereinafter defined).

The following are terms of a legal agreement between you (“you” or “your”) and SunTracker Technologies Ltd. and its affiliates (“We” or “SunTracker”). By accessing or using the Site or the Content provided on or through the Site, you agree to follow and be bound by the following terms and conditions concerning your access to and use of the Site and the Content provided on or through the Site (“Terms of Use”) and our Privacy Policy.

SunTracker may revise the Terms of Use and Privacy Policy at any time without notice to you. The revised Terms of Use and Privacy Policy will be effective when posted. You can review the most current Privacy Policy at SunTracker Privacy Policy.

1. Definitions:

“Community Services” means blogs, software, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content.

“Content” includes, but is not limited to, Software, Materials, Community Services, and other information, content and services.

“Materials” means anything available on the Site including but not limited to data, messages, text, images, photographs, graphics, audio and video such as podcasts and webcasts, and documents such as press releases, white papers, academic articles, and product data sheets

“Privacy Policy” for the purposes of this Terms of Use includes the SunTracker General Privacy Policy and the SunTracker Recruiting Privacy Policy.

“Software” means any software owned or licenced by SunTracker, and includes any software offered on or through this Site including software as a product (“SaaP”) and software as a service (“SaaS”), and includes any Community Services software.

“Third Party Content” means all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) and software (including SaaP or SaaS) which you may have access to as part of, or through your use of, the Software. Third Party Content is the sole responsibility of the person from whom such content originated.

2. Terms Applicable to Specific Content and Areas of the Site

Some areas of the Site or Content provided on or through the Site may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access or use of that area of the Site or Content (including terms and conditions applicable to a corporation or other organization and its users). If there is a conflict or inconsistency between these Terms of Use and the rules, guidelines, license agreement, user agreement or other terms and conditions for a specific area of the Site or for specific Content, the latter shall have precedence with respect to your access and use of that area of the Site or Content.

3. Use of Software

Your use of Software is subject to all agreements such as a license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply (“License Terms”). In the event that Software is provided on or through the Site and is not licensed for your use through License Terms specific to the Software, you may use the Software subject to the following:

• the Software may be used solely for your personal, informational, non-commercial purposes;
• the Software may not be reverse engineered, modified or altered in any way; and
• the Software may not be redistributed.

4. Use of Materials

You may download, store, display on your computer, view, listen to, play and print Materials that SunTracker publishes or broadcasts on the Site or makes available for download through the Site subject to the following:

• the Materials may be used solely for your personal, informational, non-commercial purposes;
• the Materials may not be modified or altered in any way; and
• the Materials may not be redistributed.

5. Use of Community Services

Community Services are provided as a convenience to you, and SunTracker is not obligated to provide any technical support for, or participate in, Community Services. While Community Services may include information regarding SunTracker products and services, including information from SunTracker employees, they are not an official customer support channel for SunTracker.

You may use Community Services subject to the following:

• Community Services may be used solely for your personal, informational, non-commercial purposes;
• Content provided on or through Community Services may not be redistributed; and
• personal data about other users may not be stored or collected except where expressly authorized by SunTracker.

6. Reservation of Rights

The Site and Content provided on or through the Site are the intellectual property and copyrighted works of SunTracker or a third party provider. All rights, title, and interest not expressly granted with respect to the Site and Content provided on or through the Site are reserved. All Content is provided on an “As Is” and “As Available” basis, and SunTracker reserves the right to terminate the permissions granted to you in Sections 3, 4 and 5 above and your use of the Content and Third Party Content at any time without notice.

THIRD PARTY CONTENT, INCLUDING THIRD PARTY CONTENT PRESENTED THROUGH THE SOFTWARE, MAY BE PROTECTED BY INTELLECTUAL PROPERTY RIGHTS WHICH ARE OWNED BY THE THIRD PARTY CONTENT OWNERS.  YOU MAY NOT MODIFY, RENT, LEASE, LOAN, SELL, DISTRIBUTE OR CREATE DERIVATIVE WORKS BASED ON THIS THIRD PARTY CONTENT (EITHER IN WHOLE OR IN PART) UNLESS YOU HAS BEEN SPECIFICALLY TOLD THAT YOU MAY DO SO BY THE OWNERS OF THAT THIRD PARTY CONTENT, IN A SEPARATE AGREEMENT.

7. Your Content

You agree that you will only upload, share, post, publish, transmit, or otherwise make available (“Share”) on or through the Site Content and Third Party Content that you have the right and authority to Share and for which you have the right and authority to grant to SunTracker all of the licenses and rights set forth herein. By Sharing Content, you grant SunTracker a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit, distribute and redistribute the Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the Content into any SunTracker product or service, and to display, market, sublicense, distribute and redistribute the Content as incorporated or embedded in any product or service distributed or offered by SunTracker without compensation to you. You warrant that:

• you have the right and authority to grant this license;
• SunTracker’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights; and
• all so-called moral rights in the Content have been waived to the full extent allowed by law.

You agree that you will neither use the Site in a manner, nor Share any Content, that:

• is false or misleading;
• is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack;
• invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information;
• promotes bigotry, racism, hatred or harm against any group or individual;
• is obscene or not in good taste;
• violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights;
• you do not have the right and authority to Share and grant the necessary rights and licenses for;
• violates or promotes the violation of any applicable laws or regulations;
• contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or
• contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer.

SunTracker may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.

SunTracker does not want to receive confidential information from you through or in connection with the Site. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential information and shall be received and treated by SunTracker on a non-confidential and unrestricted basis and SunTracker shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in the Privacy Policy.

8. Security, Passwords and Means of Accessing the Site and Content

You agree not to access or use the Site in any manner that could damage, disable, overburden, or impair any SunTracker accounts, computer systems or networks. You agree not to attempt to gain unauthorized access to any parts of the Site or any SunTracker accounts, computer systems or networks. You agree not to interfere or attempt to interfere with the proper working of the Site or any SunTracker accounts, computer systems or networks. You agree not to use any robot, spider, scraper or other automated means to access the Site or any SunTracker accounts, computer systems or networks without SunTracker’s express written permission.

If any of the Services require you to open an account, you must complete the registration process by providing us with current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site are restricted to authorized users only. You agree not to share your password(s), account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify SunTracker immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms of Use.

9. No Unlawful or Prohibited Use

You agree not to use the Site, or Content provided on or through the Site, for any purpose that is unlawful or prohibited by these Terms of Use or the rules, guidelines or terms of use posted for a specific area of the Site or Content provided on or through the Site.

10. Indemnity

The Site provides links to Web sites and access to Content, Third Party Content, and products and services of third parties, including users, advertisers, affiliates and sponsors of the Site. SunTracker is not responsible for Third Party Content provided on or through the Site or for any changes or updates to such third party sites, and you bear all risks associated with the access to, and use of, such web sites and Third Party Content, products and services.

11. Monitoring

SunTracker has no obligation to monitor the Site or screen Content that you or any other user Share on or through the Site. However, SunTracker reserves the right to review the Site and Content and Third Party Content and to monitor all use of and activity on the Site, and to remove or choose not to make available on or through the Site any Content or Third Party Content in its sole discretion. SunTracker may remove Content or Third Party Content that is confidential or proprietary to a third party without that third party’s permission.

12. Termination of Use

SunTracker may, in its sole discretion, at any time and without notice discontinue providing or limit access to the Site, any areas of the Site, Content, or Third Party Content provided on or through the Site. You agree that SunTracker may, in its sole discretion, at any time, terminate or limit your access to, or use of, the Site, any Content, or ant Third Party Content without notice. SunTracker may terminate or limit your access to or use of the Site if SunTracker determines, in its sole discretion, that you have infringed the copyrights or other intellectual property rights of a third party. You agree that SunTracker shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Site, any Content, or ant Third Party Content, including Content that you may have Shared.

13. Third Party Web Sites, Content, Products and Services

The Site provides links to Web sites and access to Content, Third Party Content, and products and services of third parties, including users, advertisers, affiliates and sponsors of the Site. SunTracker is not responsible for Third Party Content provided on or through the Site or for any changes or updates to such third party sites, and you bear all risks associated with the access to, and use of, such Web sites and Third Party Content, products and services.

14. Disclaimer

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, ALL CONTENT, AND ALL THIRD PARTY CONTENT PROVIDED ON OR THROUGH THE SITE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SUNTRACKER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE. SUNTRACKER MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SITE IS USED AT YOUR OWN DISCRETION AND RISK. SUNTRACKER SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, ALL CONTENT, AND ALL THIRD PARTY CONTENT, PROVIDED ON OR THROUGH THE SITE, IS PROVIDED BY SUNTRACKER “AS IS” AND “AS AVAILABLE”. YOU HEREBY ACKNOWLEDGE THAT SUNTRACKER AND ITS REPRESENTATIVES MAKE NO EXPRESS OR IMPLIED REPRESENTATION, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, WHETHER DIRECTLY OR INDIRECTLY, TO YOU OR ANY OF YOUR REPRESENTATIVES.

YOU AGREE THAT YOU SHALL RELY UPON THEIR OWN INVESTIGATION, DUE DILIGENCE AND ANALYSIS IN EVALUATING AND IN SATISFYING YOURSELVES AS TO ALL MATTERS RELATING TO THE CONTENT AND THIRD PARY CONTENT.  NEITHER SUNTRACKER NOR ANY OF SUNTRACKER’S OR ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO YOU, ANY OF YOUR REPRESENTATIVES, OR ANY THIRD PARTY OF ANY NATURE OR KIND WHATSOEVER, DIRECTLY OR INDIRECTLY, RESULTING FROM OR ARISING OUT OF THE FURNISHING TO YOU OR THE USE MADE BY YOU OR ANY OF YOUR REPRESENTATIVES OF ANY OF THE CONTENT OR THIRD PARY CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION, WARRANTY, IMPLIED WARRANTY, OR COVENANT BY OR ON BEHALF OF SUNTRACKER AND ITS REPRESENTATIVES THAT:

• THAT THE CONTENT OR THIRD PARY CONTENT, OR ANY USE OF SAME BY YOU IS, OR WILL BE, FREE FROM INFRINGEMENT OF ANY COPYRIGHT, PATENT, INDUSTRIAL DESIGN REGISTRATION, OR TRADEMARK, OR IS NOT, OR WILL NOT BE, IN BREACH OF A TRADE SECRET;
• TO DEFEND ANY ACTION OR SUIT OF ANY NATURE BROUGHT BY ANY THIRD PARTY IN WHICH IT IS ALLEGED THAT THE CONTENT OR THIRD PARY CONTENT HAS INFRINGED OR WILL INFRINGE SUCH THIRD PARTY’S RIGHTS;
• MERCHANTABILITY OF THE CONTENT AND THIRD PARTY CONTENT;
• FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AND THIRD PARTY CONTENT;
• THE ACCURACY OR PERFORMANCE OF THE CONTENT AND THIRD PARTY CONTENT;
• THE SITE, INCLUDING ANY CONTENT AND THIRD PARTY CONTENT, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;
• THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT AND THIRD PARTY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR
• THE QUALITY OF ANY CONTENT OR THIRD PARTY CONTENT PURCHASED OR OTHERWISE OBTAINED BY YOU ON OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR MEET YOUR REQUIREMENTS.

SUNTRACKER RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT PROVIDED ON OR THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.

15. Limitation of Liability

IN NO EVENT SHALL SUNTRACKER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY CONTENT AND THIRD PARTY CONTENT PROVIDED ON OR THROUGH THE SITE.

IN NO EVENT SHALL SUNTRACKER OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE. 

REGARDLESS OF THE CAUSE OR FORM OF THE ACTION, SUNTRACKER’S AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS TERMS OF USE SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY YOU TO SUNTRACKER FOR THE USE OF THE SOFTWARE.

16. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. ONLY TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 14 AND 15, DO NOT APPLY. ALL OTHER TERMS AND CONTIONS OF THIS TERMS OF USE SHALL REMAIN IN FULL FORCE AND EFFECT.

17. Privacy Policy

SunTracker is concerned about your privacy and has developed a policy to address privacy concerns. For more information, please see SunTracker’s Privacy Policy. Any personal information collected on this Site may be accessed and stored globally and will be treated in accordance with SunTracker’s Privacy Policy. You understand that SunTracker collects, uses, processes, possesses, and otherwise stores your personal information and utilization data, and may share such data with third party service providers for the purpose of improving or providing services, subject to SunTracker’s Privacy Policy.

18. Persons Not of Age of Majority

Persons who are not of the age of majority are not eligible to use the Site, and we ask that NO information in relation to such persons be submitted to us.

19. Export Restrictions/Legal Compliance

You may not access, download, use or export the Site, the Content, or Third Party Content provided on or through the Site, in violation of Canadian export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any Canadian or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of SunTracker in violation of any such restrictions, laws or regulations, including, without limitation, laws, restrictions or regulations pertaining to the development, design, manufacture or production of nuclear, chemical or biological weapons or missile technology. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the Content or Third Party Content outside Canada. Neither the Content, the Third Party Content, nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to Canadian trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By accessing the Site and the Content and Third Party Content on the Site you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

20. Forward-Looking Information

Statements set forth in the Site may constitute forward-looking information within the meaning of the Securities Act RSBC 1996 Ch. 418 or other applicable laws. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date such statements are set forth in the Site. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events.

21. Availability of Products

Information on the Site may reference or cross-reference SunTracker products, programs, or services that might not be available in your location. Such references do not imply that SunTracker plans to make such products, programs, or services available in your location. Please contact SunTracker or a SunTracker representative for more information.

22. Waiver and Severability

The failure of SunTracker to exercise or enforce any rights or provisions in these Terms of Use shall not constitute a waiver of such right or provision. If any part or provision of these Terms of Use is found to be unenforceable, such part or provision may be modified to make the Terms of Use as modified legal and enforceable. The balance of the Terms of Use shall not be affected.

23. Applicable Laws

All matters relating to your access to, and use of, the Site, Content, and Third Party Content provided on or through or uploaded to the Site shall be governed by Canadian federal law or the laws of the Province of British Columbia. Any legal action or proceeding relating to these Terms of Use shall be subject to the shall be governed by Canadian federal law or the laws of the Province of British Columbia as applicable, and shall be instituted in the Province of British Columbia, Canada. You and SunTracker agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

24. Copyright/Trademark

Copyright © 2019 2020 SunTracker Technologies Ltd. All rights reserved.

SUNTRACKER™, CERISE365™, CERISE365+GREENHOUSEDESIGNER™, and CERISE365+MANDATO™ are trademarks of SunTracker Technologies Ltd. Other names appearing on the Site may be trademarks of their respective owners.

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. You agree that you will not use the Site or any SunTracker site to infringe SunTracker’s intellectual property rights or the intellectual property rights of others. You may not remove, deface, or overprint any notice of copyright, trademark, logo, or other notice of ownership from any originals or copies of SunTracker software, third party software, or any products or Content you access on or through SunTracker’s Sites.

25. Injunctive Relief.

SunTracker may be irreparably damaged if any provision of this Terms of Use is not performed in accordance with its terms by you. Accordingly, SunTracker will be entitled to apply for an injunction or injunctions to prevent breaches of any of the provisions of this Terms of Use by you, without showing or proving any actual or threatened damage, notwithstanding any rule of law or equity to the contrary, and may specifically enforce such provisions by an action instituted in a court having jurisdiction.  These specific remedies are in addition to any other remedy to which Suntracker may be entitled at law or in equity.

26. Contact Information

If you have any questions regarding these Terms of Use, please contact SunTracker at legal@suntrackertech.com. If you have any other questions, contact information is available at the Contact SunTracker page on the Site.

Last Revised: 25 March 2020