Terms of Use
1. Agreement to Terms
These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Draxus Inc. ("Draxus," "we," "us," or "our"), a corporation incorporated under the laws of Ontario, Canada. By accessing or using Draxus, including our website, applications, and services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.
2. Description of Service
Draxus provides an emergency response training scenario builder platform that allows users to create, manage, and deploy interactive training scenarios. The Service includes tools for building realistic fire and smoke effects, masking tools, interactive navigation, real-time preview, and other features designed for emergency response training purposes.
3. Eligibility
You must be at least 18 years of age or the age of majority in your jurisdiction (whichever is greater) to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements and have the legal capacity to enter into these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
4. Account Registration and Security
To access certain features of the Service, you must create an account. When creating an account, you agree to:
- Provide accurate, current, and complete information during registration
- Maintain and promptly update your account information to keep it accurate and current
- Maintain the security and confidentiality of your login credentials
- Accept responsibility for all activities that occur under your account
- Notify us immediately of any unauthorized access to or use of your account
You are solely responsible for safeguarding your password and for any actions taken using your account credentials. Draxus will not be liable for any loss or damage arising from your failure to protect your account information.
5. Acceptable Use Policy
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:
- Use the Service in any way that violates any applicable federal, provincial, local, or international law or regulation
- Use the Service to create content that is harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable
- Impersonate or attempt to impersonate Draxus, a Draxus employee, another user, or any other person or entity
- Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Service
- Attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service
- Use any robot, spider, scraper, or other automated means to access the Service without our express written permission
- Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
- Use the Service to compete with Draxus or for any commercial purpose not expressly permitted
- Sublicense, sell, resell, transfer, assign, or distribute the Service or any rights therein
6. Intellectual Property Rights
The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof) are owned by Draxus Inc., its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms do not grant you any right, title, or interest in or to the Service or any content therein, except for the limited license expressly granted herein. All rights not expressly granted are reserved by Draxus Inc.
7. User-Generated Content
The Service may allow you to create, upload, store, and share content, including training scenarios, images, and other materials ("User Content"). You retain ownership of your User Content. However, by creating or uploading User Content to the Service, you grant Draxus a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with operating and providing the Service.
You represent and warrant that:
- You own or control all rights to the User Content you submit
- Your User Content does not violate the rights of any third party, including intellectual property rights, privacy rights, or publicity rights
- Your User Content complies with these Terms and all applicable laws
Draxus reserves the right to remove any User Content that violates these Terms or that we deem objectionable, without prior notice and at our sole discretion.
8. Third-Party Services and Links
The Service may contain links to third-party websites, services, or resources that are not owned or controlled by Draxus. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Draxus shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.
9. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DRAXUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
- WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT
- WARRANTIES THAT DEFECTS WILL BE CORRECTED
- WARRANTIES THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
THE TRAINING SCENARIOS CREATED USING THE SERVICE ARE INTENDED FOR TRAINING PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL EMERGENCY RESPONSE TRAINING, CERTIFICATIONS, OR REAL-WORLD EXPERIENCE. DRAXUS MAKES NO WARRANTY REGARDING THE EFFECTIVENESS OF ANY TRAINING SCENARIO FOR ACTUAL EMERGENCY SITUATIONS.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRAXUS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
- ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
- ANY DAMAGES RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
IN NO EVENT SHALL DRAXUS'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO DRAXUS IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
11. Indemnification
You agree to defend, indemnify, and hold harmless Draxus Inc., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right, privacy right, or publicity right; (d) your User Content; or (e) any claim that your User Content caused damage to a third party. This indemnification obligation will survive the termination of these Terms and your use of the Service.
12. Termination
We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination:
- Your right to use the Service will immediately cease
- We may delete or deactivate your account and all related information and files
- We shall have no obligation to maintain any User Content or to forward any unread or unsent messages to you or any third party
You may terminate your account at any time by contacting us. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.
13. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada, for the resolution of any disputes arising out of or relating to these Terms or your use of the Service.
14. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through the courts of Ontario, Canada, as set forth in Section 13 above.
15. Changes to Terms
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised Terms.
16. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms. The remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.
17. Entire Agreement
These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and Draxus Inc. concerning the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.
18. Waiver
No waiver by Draxus of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Draxus to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
19. Contact Information
If you have any questions about these Terms of Use, please contact us at:
Draxus Inc.
Email: legal@draxus.com
Ontario, Canada