Terms of Service

Last modified: June 20, 2020

Please review these terms (the “Agreement”) carefully. By accessing or using the Services offered by Parachute Labs Inc. (“Stepflow”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time as set out in Section 37 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: https://www.stepflow.co/terms-of-service/, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. Continued use of the Services after any such changes have been made will constitute your consent to such changes. When we change this Agreement, we will update the “Last Modified” date above.

This Agreement applies to the “Services”, which are services that you access or purchase through our website or mobile applications, as further defined below. 

By using our Services, you confirm that:

  1.     You will only use our Services for business and professional reasons;
  2.     You are at least 18 years old or otherwise able to enter into a legally binding agreement;
  3.     You accept and will comply with this Agreement;
  4.     If you are using our Services as a representative of an organization, you have the power to enter into legally binding agreements for the organization; and
  5.     You are responsible for anyone that uses our Services through your account, such as your employees, consultants or contractors (“Authorized Users”).

Stepflow Terminology

    1. We use capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms.

“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on our Services.

“Customer Content” is Content that you or your Authorized Users provide to us, or upload to our Services.

“Services” means our websites, such as stepflow.co (and all its current and future subdomains), and mobile applications, and any services that you access or purchase through our websites or mobile applications.

“Third-Party Services” are services that are not provided by Stepflow but that you may access or use in connection with our Services. These include third-party extensions and applications available in the Stepflow Services.

“you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Services on behalf of.

Stepflow’s Services

    2. Subject to the rest of this Agreement, we will allow you and your Authorized Users to access and use our Services in the way set out in the plan you subscribed to. You may not use or access the Services in any other way, such as using robots, spiders, crawlers and scraping technologies.

    3. Our Services evolve constantly. We may change our Services, such as by changing, adding or removing features at any time, for any reason. We may or may not provide notice of those changes to you. We will not be liable to you or any third party for the modification, price change, suspension or discontinuance of any of our Services.

    4. Our Services interact with Third-Party Services, i.e ("Integrations"), and in some cases depend on the availability of those Third-Party Services and the features and functionality they make available to us, which we do not control and may change without notice. If at any time a Third-Party Service stops making some or all of its features or functionality available to us, or available to us on reasonable terms as determined by Stepflow in its sole discretion (each an “API Change”), we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change.

Acceptable Use Rules

    5. You and any Authorized Users using your account must comply with the Acceptable Use Rules and all laws. If we reasonably believe that you have breached the Acceptable Use Rules or any applicable law, we may, at any time and without notice, remove any of your Content and suspend, restrict or terminate your account or your access to the Services.

Customer Content

    6. You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.

Submitted Content

    7. If you use the Services for contests or otherwise ask people to submit Content through the Services (“Submitted Content”), you acknowledge and agree that:

  1. the Services do not help you comply with any laws, rules, or regulations that may apply to your collection or use of Submitted Content, which is solely your responsibility; and
  2. we will not be liable to you or any third party for the Submitted Content, and we make no warranty that any Submitted Content obtained or displayed through the Services is accurate or complete.

Account Information

    8. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorized access to or use of your log-in credentials or account.

Content and Third-Party Services

    9. We are not responsible for Content provided by others, including Content from Third-Party Services (such as Content from integrations of Third-Party Services into Stepflow). You and anyone else who accesses our Services may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content provided by others.

    10. If you access or purchase a Third-Party Service through our Services, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. You specifically understand that we are not responsible for Third-Party Services and will not be liable to you or any third party for any losses or damages resulting from your use of Third-Party Services.

    11. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Service. We are not responsible for disclosure, use, change to or deletion of your data and will not be liable to you or any third party for access to your data by a Third-Party Service.

    12. We may, but do not have to, preview, verify, flag, modify, filter, block or remove Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.

Data Protection & the GDPR

    14. If your use of our Services includes processing Content that contains “personal data” that is subject to the General Data Protection Regulation (EU) 2016/679, you may enter into a Data Processing Addendum (“DPA”) with Stepflow. If you sign a DPA, it will apply to the processing of that personal data and be part of this Agreement. If you would like to incorporate the GDPR DPA into your existing agreement with Stepflow, please email us and we will promptly send you Stepflow's Data Processing Addendum for you to complete, sign and return to us. Please review our Privacy Policy (published at www.stepflow.co/privacy) for more information on how we collect and use data relating to the use and performance of our Services.

Confidentiality

    15. If we share non-public information about Stepflow or our Services with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.

Intellectual Property

    16. Customer Content. You retain your rights to any Customer Content you submit, post or display on or through the Services. You grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, modify, publish, transmit, display and distribute Customer Content for the purposes of providing, supporting, enhancing, and developing our products and services.

    17. Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). We do not have to keep Feedback confidential, even if you tell us it is confidential. If you provide Feedback, you grant Stepflow a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose.

    18. Services. We keep all rights and interests in our Services. The Services contain Content owned or licensed by Stepflow (“Stepflow Content”). Stepflow Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Stepflow, we own and retain all rights in the Services and in any Stepflow Content.

Payment Terms, Trials and Renewal

    19. Fees and Trials. You must pay all fees for the Services you purchase, except for Services that we expressly offer free of charge. If you sign up for a free trial of a paid Self-Serve Service, we may require you to provide a valid credit card or other payment method. We will charge you automatically on the first day after the free trial is over, unless you cancel or downgrade to a charge-free service and uninstall any paid apps before the end of the free-trial period.

    20. Paid Services. The following payment terms outlined below apply to your purchase of any paid Services. These payment terms apply to any of Stepflow's paid services (including any plan listed on our pricing page) you purchase through our website (the “Paid Services”).

  • Payment for Paid Services. For Paid Services, you must provide us with a valid credit card or other form of electronic payment (such as PayPal). We will automatically charge you based on your chosen plan (monthly or yearly as applicable). We will share your account information with financial institutions and payment processing companies, including your submitted payment information, to process your purchase.
  • Terms; Prices; Payment Methods. Subscription to our plans are for fixed terms, and the associated fees payable for Paid Services are non-refundable. Prices for Paid Services are subject to change on 30 days’ notice, provided that no price change will apply during your then-current subscription term (monthly or annual as applicable). Depending on where you live, foreign exchange fees or differences in prices may apply, including because of exchange rates. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not edit your payment information or cancel or downgrade your account to a plan that is free of charge, you authorize us to keep billing you for our Paid Services and you remain responsible for uncollected amounts.
  • Unpaid Fees. If you owe us any unpaid fees, we may suspend your access to our Paid Services without prior notice until you pay us in full. Your obligation to pay fees continues through to the end of the period (monthly or annual as applicable) in which you cancel or downgrade your plan.

    21. Auto-Renewal of Services. Services plans will renew automatically at the end of the term (which may be monthly or annually, depending on the plan you chose when you purchased our Services), and we will automatically bill you on renewal unless you cancel or downgrade our Services under Section 23 below.

    22. Taxes. You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method.

Cancellation and Termination of Services

    23. You may cancel or downgrade your Services plan at any time by contacting support: support@stepflow.co. If you cancel (or downgrade) paid Services, you must continue to pay for the rest of your plan term and you are not entitled to a refund.

    24. We may refuse to provide service (including the Services) to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated the Acceptable Use Rules or any other part of this Agreement, you will not receive a refund. If we terminate your access to the Services under this section for no reason, we will refund you for the Services you have not yet received.

Disclaimer of Warranties and Limitation of Liability

    25. We offer our Services “as is” and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our Services will meet your requirements or that our Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our Services at your own risk. You hereby release us and our affiliates and the directors, officers, employees, agents, licensors and service providers of Stepflow and our affiliates (the “Stepflow Parties”) from any claims, known or unknown, you have against them.

    26. We will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, our Services or any other aspect of this Agreement. Under no circumstances will we be liable for any Third-Party Services, Social Networks or activities of third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorized access to or use of our Services or your account or the information contained in your account, including Customer Content.

    27. Our aggregate liability to you for all losses or damages arising out of this Agreement or your use of our Services, even if we have been advised of the possibility of such losses, will not exceed the greater of the fees we received from you for our Services that are subject to the claim during the three-month period immediately preceding the date on which the damages arose and USD$100. The limitations of liability in this section also apply to the Stepflow Parties and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to you, our liability will be limited to the fullest extent permitted by law.

    28. No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.

    29. Our prices are set based on limitations of liability and the disclaimers of warranties in this section. You acknowledge that they will survive and apply even if found to have failed their essential purpose.

    30. If you are dissatisfied with our Services or believe that you’ve been harmed by your use of our Services or this Agreement, you may terminate your use of our Services (as set out above). That termination is your sole and exclusive remedy (and our sole and exclusive liability) under this Agreement.

Claims and Disputes

    31. The laws of the Province of Ontario and Canadian law applicable in Ontario will govern any dispute, cause of action or claim arising out of this Agreement or your use of our Services, including against any Stepflow Party (“Dispute”), without giving effect to conflict-of-law principles.

    32. You will indemnify and hold harmless the Stepflow Parties from and against all losses, damages, penalties, liability and costs, including reasonable legal fees, of any kind or nature related to any claim against a Stepflow Party related to: (a) Customer Content or Submitted Content; (b) your breach of this Agreement or any laws; or (c) your use of our Services or any Third-Party Services (including your breach of terms for any Third-Party Services).

    33. If you breach this Agreement or violate our rights or another person’s rights, we may ask a court to stop you; if we bring a claim against you, you will reimburse us for our reasonable legal fees for that claim.

    34. Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada. The laws of Ontario and Canada govern this agreement and anything that comes out of it.

    35. You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

Miscellaneous

    36. Export Compliance. You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under Canadian, U.S. or other laws (a “Prohibited Jurisdiction”) and you will not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use our Services in violation of any Canadian, U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Canada and the United States.

    37. Amendment. We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Stepflow website, and your use of the Services after the effective date of the updated Agreement or other terms constitutes your agreement to the updated Agreement or other terms, as applicable. It is important for you to review this Agreement before using our Services and from time to time. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and will apply to your use of the Services from that point forward.

    38. Assignment. You may not assign your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity.

    39. Severability. If a court finds part of this Agreement to be invalid, the rest will continue to apply with the minimum changes required to remove the invalid part.

    40. Force Majeure. We will not be liable to you or any third party for any failure to perform our obligations under this Agreement if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts; or if another person (including a Third-Party Service) changes their services or terms or no longer offers their services to you or Stepflow on terms we believe are reasonable.

    41. Remedies. If we fail to enforce this Agreement, we are not waiving our right to do so. Any remedies we have under this Agreement are not exclusive of any other remedies we may have under this Agreement, at law or otherwise.

    42. Notices to You. Stepflow may give notice to you by placing a banner notice on the Stepflow platform or Stepflow’s website. We may also contact you or your Authorized Users through your Stepflow account or contact information you provide, such as email or telephone or through your account on one or more Social Networks. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about our Services or this Agreement.

    43. Notices to Stepflow. For any notice to Stepflow that you give under or regarding this Agreement, you must notify Stepflow by email to legal@stepflow.co with a duplicate copy sent via registered mail to the following address: Parachute Labs Inc., 101 Shakespeare Street, Stratford, Ontario, N5A 3W5; Attention: Legal Department.

    44.Legal Status of Parachute Labs Inc.. The websites stepflow.co, stepflow.net, stepflow.ca and the name Stepflow are property of Parachute Labs Inc. a company incorporated under the Business Corporations Act (Ontario).

    45. Entire Agreement. This Agreement, including the other documents referred to as applicable to the Services in this Agreement, is the entire agreement between you and Stepflow for your use of our Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.