Effective as of Feb 11, 2019

These terms of service (“Terms”) are a legally binding contract between you and Canto, Inc., (“Canto,” “we,” “us,” or “our”), that you are agreeing to by registering for a Canto account (our “Services”). If you do not agree with these Terms, do not register or use any of our Services.

If you are using our Services on behalf of an organization (for example, you are an account administrator), you are agreeing to these Terms for that organization and are promising to us that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization).

1. Registration and Accounts

If your account requires registration, you must complete the registration process by providing complete and accurate information. You must also provide and maintain one dedicated email address for communications with Canto.

The Services have different levels of access and permissions for various user roles, including account administrator, contributor, consumer, and guest. You will not authorize or allow more users than the maximum number permitted for each role as specified in your Canto order form. If you are an account administrator, “your users” includes all of your administrators, contributors, and consumers.

You are solely responsible for all files and information that you or your users upload to or share through Canto and will ensure that your users comply with your obligations under these Terms. We may impose reasonable limits on uses of the Services, in the event a Customer uses the Services in a manner that is not intended by this Agreement to prevent degradation of the performance of the Services for you or other customers.

Only you may use your account and are responsible for your account. If you become aware of any unauthorized use of the Services or your account, please contact us immediately at hello@canto.com. In addition, you are solely responsible to ensure that your hardware, network, Internet connection, and other equipment meet the requirements to use the Services.

2. Renewal of Services

Your agreement will renew for the same duration as the then-current contract period. You may change your auto-renewal selection at any time by providing written confirmation via email to your Canto Account Manager at least 30 days prior to the expiration of the then-current contract period.

3. Payment

You agree to pay the amount and, in the currency, specified in the Canto order form when you purchase the Services. All taxes and duties related to your purchase or use of the Services, if applicable, are your responsibility and obligation.

You must pay Canto the amount specified in your Canto order form within 30 days of the invoice date. We reserve the right to charge a late payment interest of 1.5% per month, or the maximum rate permitted by law if less than that, for any overdue amounts.

Any one-time onboarding and training services that we may provide will be specified in your Canto order form and are included within the meaning of “Services” in these Terms.

4. Changes to These Terms

We reserve the right to modify these Terms. We will post the most current version of these Terms on our website. If we make material changes to these Terms, we will notify you via the Services and/or by email to your primary email address. If you do not accept the changes, you must stop using the Services and cancel your account by contacting your account manager in writing requesting cancellation. Your continued use of the Services means that you are consenting to the updated terms.

5. Suspension or Termination of Your Account

We may suspend or terminate your account for any violation of these Terms, for any activities prohibited by these Terms, for circumstances beyond our control, or if required by law. If we do so, then your access to and use of the Services will be suspended or terminated immediately.

If we terminate for any violation of these Terms or for any activities prohibited by these Terms, you will not receive a refund of any payment even if time remains on your subscription, and all unpaid fees for the remainder of the subscription period will immediately become due. If we terminate for any other reason, we will refund to you a prorated amount based on the amount of time that would have otherwise remained on your subscription.

If we suspend or stop the Services before the end of any term you have paid us for (except for suspensions or terminations related to your violation of these Terms or for any activities prohibited by these Terms), we’ll refund the portion of the fees for which you prepaid but did not receive the Services.

After any termination of your account, backup data is retained for only 29 days to comply with GDPR regulations. See Section 7 of these Terms regarding Backup Data for information about retrieving your backup data.

6. Third-Party Integrations

We may make available third-party applications, products, or services for use in connection with the Services (“Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. Canto makes no warranties of any kind and assumes no liability of any kind for your use of any Third-Party Integration.

If you have any questions or concerns regarding any Third-Party Integration, please contact the applicable third party.

7. Backup Data

As part of the Services, Canto regularly backs up data you upload to or transmit through the Services. We retain backup data for 29 days. All backup data is erased after 29 days unless you request otherwise in writing. You may retrieve backup data by downloading a copy of your backup data through the Services or by submitting a request in writing to hello@canto.com.

8. Customer Support

Customer support is available by phone, email, and through the Services. Phone support is available Monday-Friday, 8am-5pm PST (excluding U.S. holidays). Customers may use these support resources to ask questions and to report errors or problems with the Services. These inquiries may also be submitted to Canto using the web support portal or by email to support@cantodam.freshdesk.com.

You agree that we may send you (including via email) information regarding the Services, such as notices about your use of the Services, updates to the Services and new features or offerings, and promotional information and materials. Notices emailed to you will be considered given and received when the email is sent.

10. Canto Proprietary Rights

You are not being granted any rights whatsoever in any intellectual property or proprietary rights of Canto or its licensors except for a limited, nonexclusive, nontransferable, and terminable license to use the Services solely for your authorized use as described in and subject to these Terms during your subscription period. All right, title, and interest, including all patents, copyrights, trade secrets, and any other intellectual property or proprietary rights, in and to the Services are owned solely by Canto and its licensors. This includes all know-how, technology, and other intellectual property or proprietary information developed during the provision of the Services. This also includes the right to aggregate anonymous data about your use of the Services and such aggregated data will be our property and used by us for product development purposes. No title to or ownership of any intellectual property or proprietary rights related to the Services is transferred to you or anyone else pursuant to these Terms.

If you or your users provide comments, suggestions, or recommendations to us about the Services (“Feedback”), you and your users are automatically assigning any such Feedback to us.

11. Restrictions on Use

You agree not to decompile, reverse engineer, or undertake any similar efforts with respect to the Services. You will not create any derivative works of the Services. You will not access or use the Services to develop your own software or services, benchmark the Services, frame or mirror the Services, or copy or modify of any part of the Services.

Moreover, you agree that you will not, and that you will not you encourage others or assist others to, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization, or Canto. You must not: (a) damage, disable, overburden, or impair the Services (or any connected network); (b) resell or redistribute the Services; (c) use any unauthorized means to modify, reroute, or gain access to the Services; (d) use any automated method to access or use the Services; or (e) use the Services to violate any law or anyone’s rights or to distribute malware or malicious content.

You are solely responsible for compliance with applicable laws and regulations related to your and your users’ use of the Services.

12. Your Content

All digital files that you or your users upload to or share through the Services (“Your Content”) is yours. We do not control, verify, or endorse Your Content. You are solely responsible for Your Content. This includes making sure that you have all the rights you need to Your Content and that Your Content does not violate any law or these Terms.

To provide the Services, we need your permission to do things with Your Content, such as store it, back it up, share it with your users, and modify it to display it as part of the Services. You agree to provide Canto and others acting on our behalf all rights to do these things but only as necessary to provide the Services or as otherwise permitted by these Terms.

We respect the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Your Content alleged to violate copyright laws or this Agreement and reserve the right to terminate the account(s) of violators.

If you believe there has been a violation of your intellectual property rights, please contact our designated copyright agent by email at hello@canto.com.

13. Disclaimers

TO THE EXTENT NOT PROHIBITED BY LAW, CANTO AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”; (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G., WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT); AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

14. Indemnification

To the extent not prohibited by law, Canto will indemnify, hold harmless, and defend you and your affiliates against any cost, loss, damage, or other liability arising from any third-party demand or claim that the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Canto’s actions); or (b) violates applicable law or these Terms. You will reasonably notify Canto of any such claim or demand that is subject to Canto’s indemnification obligation.

15. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CANTO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH ENTITY OR PERSON HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

EXCLUDING THE OBLIGATIONS HEREUNDER, THE AGGREGATE LIABILITY OF CANTO AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE FEES PAID BY YOU TO CANTO FOR THE SERVICES WITH RESPECT TO YOUR THEN-CURRENT SUBSCRIPTION TERM. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

We may issue press releases, public statements, or other publicity materials regarding the Services that reference you (including use of your branding) as a customer. If you object to any such use, you will notify your account manager or explicitly specify in your Canto order form, and we will not use your name or branding or will remove or alter your name or branding in any such materials as requested.

17. Privacy Policy

Your privacy is important to us. Please carefully review our privacy policy at https://www.canto.com/privacy-policy/, which is incorporated by reference into these Terms. Our privacy policy details the way we collect, use, and disclose information about you.

18. General Terms

18.1 Assignment

We may assign or transfer our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign these Terms or transfer any rights to use the Services, unless we allow you to do so in writing.

18.2 Waiver

The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any of our respective rights or remedies will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right, or remedy in that or any other instance, all of which will remain in full force and effect.

18.3 Entire Agreement; Severability

These Terms apply to the maximum extent permitted by law. If any government authority holds that we cannot enforce a part of these Terms as written, you and we will replace such part with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire agreement between you and us regarding its subject matter and supersedes any oral and written understandings, communications, or agreements regarding your use of the Services or other matters described in these Terms.

18.4 Governing Law; Jurisdiction

You agree that these Terms, and your relationship with Canto will be governed by the laws of the State of California, USA, regardless of conflict-of-laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph does not override those laws. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in San Francisco, California, USA, and we each agree to exclusive personal jurisdiction in those courts. However, you agree that Canto can apply for injunctive remedies in any jurisdiction. We both agree that the prevailing party in any action to enforce these Terms will be entitled to recover costs and expenses including, without limitation, reasonable attorneys’ fees and other legal costs.

18.5 Relationship

Canto and you are not legal or joint venture partners or agents. We are independent contractors. These Terms are solely for your and our benefit. It is not for the benefit of any other person, except for permitted assignees and successors.

18.6 U.S. Government Restricted Rights

If you, or any of your users, is a U.S. government entity or if these Terms otherwise become subject to the Federal Acquisition Regulations (FAR), you acknowledge that elements of the Services constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government user as commercial computer software and commercial computer software documentation subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. government end users acquire such software and documentation with only those rights set forth herein.