These Terms of Service ("Terms") govern your access to and use of the Alba365 suite of software products, websites, and related services (collectively, the "Services") provided by ED-Tech Solutions Inc. ("ED-Tech", "we", "us", or "our"). Please read them carefully.
By accessing or using the Services, or by accepting an order or agreement that references these Terms, you agree to be bound by them on behalf of yourself and the organization you represent. If you do not agree, do not use the Services.
1. The Services
Alba365 is a suite of vertical software products spanning hospitality, real estate, construction, channel operations, and IT operations. The specific products, features, and support levels available to you are described in your order, subscription, or written agreement with us (your "Order"). We may update, improve, or modify the Services over time.
2. Accounts and Eligibility
To use most of the Services you must register for an account and provide accurate, current information. You are responsible for safeguarding your credentials and for all activity under your account. You must be authorized to bind your organization and be of the age of majority in your jurisdiction. Notify us promptly of any unauthorized use of your account.
3. Acceptable Use
You agree not to:
- Use the Services in violation of any applicable law or regulation;
- Access the Services by any means other than the interfaces we provide, or probe, scan, or test the vulnerability of the Services without authorization;
- Interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to other accounts or data;
- Upload malicious code, or use the Services to store or transmit infringing, unlawful, or harmful content; or
- Resell, sublicense, or provide the Services to third parties except as expressly permitted under your Order or our reseller program.
4. Orders, Fees, and Payment
Fees for the Services are set out in your Order. Unless stated otherwise, fees are payable in advance, are non-refundable except as required by law or expressly provided, and are exclusive of applicable taxes. We may suspend the Services for overdue amounts after reasonable notice. Published pricing and any price-lock commitments apply as described in the applicable Order.
5. Your Data and Ownership
As between you and ED-Tech, you retain all rights to the data and content you and your users submit to the Services ("Customer Data"). You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Services and as described in our Privacy Policy. You are responsible for the accuracy and lawfulness of Customer Data and for obtaining any necessary consents. You may export your Customer Data as described in your Order or the product documentation.
6. Intellectual Property
The Services — including all software, designs, text, graphics, and trademarks — are owned by ED-Tech or its licensors and are protected by intellectual property laws. We grant you a non-exclusive, non-transferable, revocable right to access and use the Services during your subscription term, subject to these Terms. No rights are granted except as expressly stated.
7. Third-Party Services
The Services may integrate with or link to third-party products and services that we do not control. Your use of those third-party services is governed by their own terms and privacy policies, and we are not responsible for them.
8. Confidentiality
Each party may receive confidential information of the other. Each party agrees to protect the other's confidential information with reasonable care and to use it only as necessary to exercise its rights and perform its obligations under these Terms.
9. Warranties and Disclaimers
We will provide the Services with reasonable skill and care. Except as expressly stated, the Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory — including implied warranties of merchantability, fitness for a particular purpose, and non-infringement — to the maximum extent permitted by law.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to these Terms or the Services. Our total aggregate liability arising out of or relating to the Services will not exceed the amounts you paid to us for the Services in the twelve months preceding the event giving rise to the claim.
11. Indemnification
You agree to indemnify and hold harmless ED-Tech and its affiliates from any claims, damages, and expenses arising out of your Customer Data, your use of the Services in breach of these Terms, or your violation of any law or third-party right.
12. Term and Termination
These Terms apply for as long as you use the Services or have an active Order. Either party may terminate as set out in your Order or for material breach that remains uncured after reasonable notice. Upon termination, your right to use the Services ends, and we will make Customer Data available for export for a limited period as described in your Order before deletion. Sections that by their nature should survive termination will survive.
13. Governing Law
These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The courts located in British Columbia, Canada will have exclusive jurisdiction over any dispute, except that either party may seek injunctive relief in any court of competent jurisdiction.
14. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will revise the "Last updated" date and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.
15. Contact Us
Questions about these Terms can be sent to legal@alba365.com, or to ED-Tech Solutions Inc., Canada.