Terms of Use

Xunto Terms of Use

Last update: June 4, 2019

Okapya Software Solutions Inc. (“Okapya”, “we”) offers the Xunto platform, a project management software available online for e-learning storyboarding and online training projects (the “Application”) and the Xunto website available at URL xunto.io (the “Website”).

We refer to users who use the Application or the Website as “Users” or “you” for purposes of these Terms. The Application features and functionalities available to Users are determined by the specific terms agreed to between Okapya and the organization (e.g., your employer, client or another entity or person, called the “Customer”) that entered into a separate agreement that governs delivery, access, and use of the Application.

These Terms create a legal agreement directly between you and Okapya and explain the rules governing use of the Application and the Website. By accessing or using the Application or the Website, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use the Application or the Website. We may, from time to time, modify these Terms, in which case you will be asked to agree to the modified terms before you next connection to the Application.

  1. Ownership and License

Okapya is the owner or is duly authorized to use all rights, title and interests associated with the Application and the Website. All the items presented in the Application and the Website, including the content, website design, texts, photos, images, sounds, videos, trademarks, trade names, graphics and other information, but excluding User Content, are the property of Okapya and/or of third parties who have granted license(s) to Okapya, if applicable, and are protected by copyright, trademarks and other intellectual property laws.

Subject to your compliance with these Terms, Okapya grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Application only for use as authorized by Customer and only in a manner that complies with all legal requirements that apply to you or your use of the Application, including our Privacy Policy. Okapya may revoke this license at any time, in its sole discretion.

All rights not granted herein are reserved by Okapya and any unauthorized use or reproduction of the Application or the Website is strictly prohibited. 

  1. Professional use restriction

Your use of the Application may be restricted by our Customer granting you access to the Application. The Application is designed for professional use for the benefit of a Customer. You cannot modify, copy, distribute, execute, transmit, transfer, display, provide, reproduce, publish or concede any license or sub-license whatsoever, nor sell access to the Application, or any content or services obtained from the Application, without the express written consent of Okapya, which consent may be given at Okapya’s sole discretion.

  1. Guidelines

We may adopt guidelines and acceptable use policies to govern the manner in which the Application may be used from time to time. Such policies will be available through the Application or the Website. You agree to abide by such guidelines.

  1. User account

The creation of a user account is required in order to access the Application. Only a Customer or Okapya may create or authorize you to create a user account.

You must keep your user account password confidential and not disclose it to anyone. It is your responsibility to notify Okapya if, for any reason, you suspect or know that your user account information may be used by a third party without your authorization.

You must provide truthful, current and accurate information when creating your user account and personal profile. You also agree to update your profile and the information it contains whenever there is any change to any information found in the profile creation questionnaire.

  1. Personal Data

You agree to the collection, use, disclosure and processing of personal data in accordance with our Privacy Policy.

  1. User Content

The Application or the Website allows you to upload various types of content (“User Content”). Ownership and intellectual property license rights on User Content is to be determined between relevant Customer and Users.

Without limiting any other arrangement or agreement between you and a Customer, you hereby grant our Customer providing you access to the Application a non-exclusive, worldwide, royalty-free (other than as agreed with said Customer) license to access, use, copy and process your User Content for the purpose of visualizing and evaluating such User Content;

You warrant to Okapya that you are authorized to upload your User Content to the Application or the Website and to grant the licenses provided herein.

You grant Okapya a non-exclusive, worldwide, royalty-free license to copy and use your User Content for the following limited purposes:

  1. to maintain, provide and improve the Application or the Website, including copying User Content for backup purposes;
  2. to prevent or address technical or security issues and resolve support requests;
  3. to investigate when we have a good faith belief, or have received a complaint alleging, that such User Content is in violation of an agreement with a Customer or these Terms;
  4. to comply with a valid legal subpoena, request, or other lawful process;
  5. as otherwise set forth in our Terms or as expressly permitted in writing by the Customer or by you.
  1. Disclaimer of Warranty

YOUR USE OF THE APPLICATION OR THE WEBSITE AND THE SERVICES AVAILABLE ON OR THROUGH THE APPLICATION OR THE WEBSITE IS AT YOUR OWN RISK. THE APPLICATION OR THE WEBSITE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED. OKAPYA DISCLAIMS ANY IMPLIED WARRANTY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE OR ACCURACY OF CONTENT, WHETHER IMPLIED BY LAW OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

OKAPYA DOES NOT WARRANT THAT THE APPLICATION OR THE WEBSITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE OR UP TO DATE. FURTHERMORE, OKAPYA DOES NOT GUARANTEE THE RESULTS OBTAINED THROUGH THE USE OF THE APPLICATION OR THE WEBSITE, ITS SERVICE, OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE APPLICATION OR THE WEBSITE.

ANY USER DATA UPLOADED TO AND/OR DOWNLOADED FROM THE APPLICATION OR THE WEBSITE ARE UPLOADED AND/OR DOWNLOADED AT YOUR SOLE DISCRETION AND AT YOUR OWN RISK. OKAPYA DOES NOT GUARANTEE THAT THE APPLICATION OR THE WEBSITE IS FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR ANY LOSS OF USER DATA THAT MAY RESULT FROM UPLOADING AND/OR DOWNLOADING SUCH DATA FROM OR TO THE APPLICATION OR THE WEBSITE.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCE SHALL OKAPYA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OF DATA ARISING OUT OF THE USE OR PERFORMANCE OF THE APPLICATION OR THE WEBSITE, OR RELATED THERETO, OR OF THE CONTENT OF THE APPLICATION OR THE WEBSITE OR THE INABILITY TO USE THE APPLICATION OR THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF OKAPYA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IF YOU ARE DISSATISFIED WITH ANY PART OF THE APPLICATION OR THE WEBSITE, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICATION OR THE WEBSITE.

  1. Indemnification

You agree to indemnify and hold harmless Okapya, its affiliates, directors, officers, shareholders, employees, agents and licensors from and against any damage, claim, liability, losses, fees, claims, fines, costs and debts, including reasonable legal fees and expenses arising from:

  1. Your connection to the Application or the Website, your use of the Application or the Website or any other alleged breach of these Terms of Use on your part.
  2. Any content you post, publish, submit, transmit or make available to User or Customers, including the content of your user account;
  3. Your use of the Application or the Website in violation of applicable law or in violation of the rights of a third-party.
  1. Unlawful or prohibited use

As a condition for using the Application or the Website, you warrant to Okapya that you will not use the Application or the Website for any purpose that is unlawful or prohibited under these Terms of Use. Without limiting the generality of the foregoing, you may not:

  1. use the Application or the Website for improper or unlawful purposes;
  2. include, or knowingly allow others to include, any unlawful User Content or introduce malicious or destructive code in Okapya’s platform;
  3. intercept or attempt to intercept any messages transmitted to and from the Application or the Website that are not intended you;
  4. take any action that imposes an unreasonable or disproportionately large load on the Application or the Website or other Okapya systems;
  5. use the Application or the Website to develop any derivative works or competitive software;
  6. remove any copyright or other proprietary rights notice on the Application or the Website or any documentation provided by Okapya or any copies thereof.

You agree not to upload or otherwise transmit through the Application or the Website any illegal, harassing, false, misleading, libellous, abusive, profane, threatening, harmful, vulgar, obscene, sexually explicit, pornographic, or otherwise objectionable material of any kind or nature. You also agree not to access or attempt to gain unauthorized access to other computer systems through the Application or the Website. You agree not to upload or otherwise transmit, through the Application or the Website or its intermediary, any material that:

  1. Infringes on any rights of third parties;
  2. Contains any virus or other harmful code that may change or disrupt the Application or the Website or any other user’s equipment or software.
  1. Suggestions from Customer

If you contact Okapya about improvements to the Software, the Platform or the Software Services (“Suggestions”) you authorize Okapya to use the Suggestions without restriction. You warrant that the Suggestions contain no information that is confidential or proprietary to third parties and agree that (i) Okapya has no expressed or implied obligation of confidentiality with respect to the Suggestions; (ii) Okapya is authorized to use or disclose (or choose not to use or disclose) the Suggestions for any purpose whatsoever, in any way whatsoever, on any medium whatsoever, anywhere in the world; (iii) Okapya may already have considered or be in the process of developing elements identical or similar to those mentioned in the Suggestions; and (iv) you will not be compensated in any way with regards to Okapya’s use of the Suggestions.

  1. Cookies

Okapya informs you that one or more cookies may be placed on the hard drive of the computer from which you use the Application or the Website. Cookies sent from the Application or the Website are not meant to identify you but to record browsing information on the Application or the Website from the computer on which the cookie is stored. In no case are cookies meant to obtain or use personal information about you. You may refuse the logging of cookies on the hard disk of the computer from which you browse the Application or the Website by changing the browser options on that computer, but the performance and features of the Application or the Website could be affected.

The Application may use third-party services which may record cookies on your devices that are not controlled by Okapya. Okapya does not share personal information about Users with such third-party service providers, but cookies may allow such third parties to identify Users’ devices from other sources. The following third-party services are currently used by the Application:

  1. Cleverbrush
  1. Links to Other Websites

The Application contains links to other websites (linked sites) belonging to and operated by third parties. Okapya has no control over such linked sites and is in no way responsible for their content. Okapya provides a link to the linked sites for convenience and the inclusion of any such link does not imply that Okapya approves the content of the linked sites.

It is understood that each of our linked sites and pages (on any site or social network) are governed by their own policies which are not identical to those of Okapya. Okapya is not responsible for these said policies and encourages you to acquaint yourself with them before undertaking any sort of action on the linked site.

  1. Notice

We may give you any required notice in any manner whatsoever, including, but not limited to, the following means:

  1. Email;
  2. Notices or messages posted on the Application;
  3. Any other means by which you can receive such a notice, which can be selected in your account’s user preferences.
  1. Termination

You agree that Okapya may, at its sole discretion, terminate or cancel your access to all or part of the Application for any reason, including, without limitation, breach of the Terms of Use. Any suspected fraudulent, abusive or illegal activity may constitute grounds for terminating this relationship and such activity may be referred to authorities.

If you object to the terms and conditions or to any subsequent amendments made to them, or if you become dissatisfied with the Application in any way, your sole and exclusive remedy is to discontinue using the Application. Okapya shall not be liable to you or any third party for any damage or claim arising out of such a termination or suspension.

  1. Jurisdiction

You agree to comply with all applicable laws and regulations. These Terms of Use and all related transactions shall be governed by and construed in accordance with the applicable laws of the province of Quebec and the applicable laws of Canada.

Any dispute with regard to the Application or the services provided by Okapya must be brought before a competent court in the judicial district of Montréal.

  1. Language

The parties have expressly requested that these Terms be drafted in English. Il est de la volonté expresse des parties que ces modalités soit rédigées en anglais.