Terms of Use

These Terms of Use (“Terms of Use“) are an important legal document that contains your obligations and responsibilities when using Aquaji Services. Please read these Terms of Use carefully before using Aquaji Services.

These Terms of Use are between the user of the Aquaji Services (each, an “End User” and collectively, the “End Users“, “you” “your“) and the Navori Contracting Entity (“Navori“, “we“, “us“, “our“). By using the Aquaji Services, you accept and agree to be bound by and to comply with these Terms of Use. If you do not agree with these Terms of Use, do not use Aquaji Services. Continued use of the Aquaji Services indicates your continued acceptance of the Terms of Use. These Terms of Use are effective on the earlier of the following dates: (i) when you first access the Aquaji Software, or (ii) when you click to accept the Terms of Use (the “Effective Date“).

If you have any questions regarding the Terms of Use, if you need to provide us with any legal notices, or if you have any complaints or claims with respect to our Services, you may contact us at:

If to Navori Inc:
Navori Inc
1000 Sherbrooke West # 710, Montreal, H3A 3G4 Canada
Attn: General Counsel With a copy to legalnotice@navori.com

If to Navori SA:
Navori SA
Avenue Mon-Repos, CH-1005 Lausanne, Switzerland
Attn: General Counsel With a copy to legalnotice@navori.com

1. Definitions

Throughout these Terms of Use the following definitions apply:

“Administrator” means an End User who is provided access to the Admin Console by the Customer and who is authorized to bind the Customer.

“Admin Console” means a part of the Aquaji UI which is only accessible to an Administrator and which allows the Administrator to grant, suspend or add End Users, and to procure Aquaji Software Licenses to increase the numbers of Authorized Endpoints in accordance with these Terms of Use.

“Aquaji Services” means the Aquaji Software and the related services, such as the technical support, maintenance, and hosting, where applicable, of the Aquaji Software.

“Aquaji Software Licenses” has the meaning set forth under Section 3.

“Aquaji UI” means the web application or interface which allows End Users to connect to the to visualize the BI Data. The Aquaji UI includes the Admin Console.

“Admin Console” means a part of the Aquaji UI which is only accessible to an Administrator and which allows such an Administrator to grant, suspend or add End Users.

“Applicable Laws” means the domestic or foreign law, rule, regulation, order, or other action, decree, or requirement in force that governs or regulates either party to these terms of Use or the Aquaji Services.

“Authorized Endpoint” means the equipment from which the Data Inputs are collected, and for which an Aquaji Software License has been obtained.

“Customer” means the organization that executed the Terms of Services, to whom Navori licenses the Aquaji Software, and who is responsible for administering the End Users.

“Data Input” means the information collected by the Authorized Endpoints, which may include Personal Information.

“Personal Information” means any information that would meet the definition of “personal information” (or similar nomenclature) under Applicable Laws and that is processed through the Aquaji Services about End Users;

2. Acceptable use of the Aquaji services

You represent and warrant that you will not use the Aquaji Services in any manner:

• that is prohibited by Applicable Laws (including those applicable to export control) or these Terms of Use.
• that will disrupt third parties’ use or enjoyment of the Aquaji Services, including uses that result in automated, constant, and repeated requests for data other than as intended or permitted under these Terms of Use (e.g., denial of services and distributed denial of services attacks) or by abnormally overloading servers on the Navori network causing portions of the Navori network to be blocked or unavailable.
• that results in the creation, transmission, distribution, or storage of material (i) in violation of the rights of third parties, including intellectual property and privacy rights, and (ii) that is threatening, abusive, hateful or constitutes or encourages conduct that would constitute fraud or criminal offense or gives rise to civil liability or penalties.
• that results in (i) the sharing of identifiers and passwords between End Users or with third parties (ii) access to the Aquaji Services by third parties, or (iii) the use of time-sharing services, network, or other means of sharing accounts.
• that involves using any robot, spider, scraper, deep link, or other automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy or monitor the Aquaji Services or any data collected, used, or generated by the Aquaji Services, except through the functionalities made available to Customer by Navori.
• that involves modifying, leasing, or lending the Aquaji Services and distributing copies of it.
• that involves using the Aquaji Services in high-risk activities, such as activities that can lead to risks of death, personal injury, or environmental damages.
• that involves violating Navori’s security safeguards and configurations for the Aquaji Services (including its network, servers, and related systems), including, without limitation:
• • by posting or transmitting files, data, or computer text which contain viruses, worms, Trojan horses, malicious software, or any other contaminating or destructive features.
  • by attempting to hack any security safeguards or processes in the use of Aquaji Services.
  • by attempting to access any part of the Aquaji Services (or any of their related systems, networks, servers, or other equipment) that you are not authorized to access.
  • by attempting to disrupt in any manner the operation of Aquaji Services, its servers, or its network.
  • by manipulating identifiers in order to disguise the origin of any content transmitted on or to Aquaji Services, or the source of any content.
  • by modifying or altering the Aquaji Services in any unauthorized manner.

(collectively, the “Abuses“).

If Navori concludes that a violation of this section 3 has occurred or is reasonably likely to occur, Navori may suspend or terminate your access to Aquaji Services, with or without notice to you. You agree that Navori may inform the Customer of any Abuses that you commit.

A breach of this section 3 shall entitle Navori to seek, in addition to any other rights and remedies hereunder or at law, injunctive or equitable relief, and such further relief as may be proper from a court of competent jurisdiction as set forth in these Terms of Use.

3. Intellectual property

Navori is the sole and exclusive owner of its Intellectual Property and owns all rights, titles, and interests in the Aggregated Data, the Aquaji Software, and the Aquaji Interfaces. Navori shall also be the sole owner of any suggestions, enhancement requests, recommendations, or other feedback that you provide to Navori, so long as they are related to the Aquaji Services and you hereby assign to Navori, without limitation of any kind, all of its rights, titles and interests therein, Navori accepting the such assignment. Where this assignment is not permitted, you hereby waive any rights, titles, and interests in the foregoing.

Our trademarks, logos, products, and Services names are our trademarks. Except as otherwise permitted by law, please do not use or display in any manner our trademarks without our prior consent.

We hereby give you a limited, non-exclusive, non-sublicensable, and non-transferable license to download, install and use the Aquaji Software on the Authorized Devices, as authorized and permitted by Customer, subject to the terms and conditions set forth in the Terms of Services between Customer and Navori (the “Aquaji Software License“). You may not, without our prior written consent, conduct, cause or permit the (a) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Aquaji Software except as expressly provided in these Terms of Use; (b) creation of any derivative works based on the Aquaji Software; (c) reverse engineering, disassembly, or decompiling of the Aquaji Software; (d) use of the Aquaji Software in connection with a service bureau, facility management, timeshare, service provider or like activity whereby Customer operate or use the Aquaji Software for the benefit of a third party; (e) use of the Aquaji Software by any party other than the Customer (or End Users); (f) use of a later version of the Aquaji Software other than the version that accompanies these Terms of Use, unless Customer has separately acquired the right to use such later version through a license instrument or support certificate; nor (g) use of the Aquaji Software above the quantity of Authorized Endpoints that have been licensed to Customer pursuant to an Order Form or the applicable license instrument.

4. Credentials

End Users are responsible for keeping your credentials to access their accounts confidential and secured, including by following information security best practices regarding passwords. You agree to notify the Customer immediately if you become aware that your account or the credentials to access your account are compromised.

5. Confidential information

You agree and understand that Aquaji Software and our other confidential information belong to us and are our intellectual property. You agree not to use or disclose our confidential information, except as required for you to access and use the Aquaji Services, in accordance with these Terms of Use.

6. Personal information

You represent and warrant that you will comply with all Applicable Laws to the collection, use, and disclosure of Personal Information and that your use of the Aquaji Services is in accordance with Applicable Laws and these Terms of Use. You agree and understand that we collect, use, and disclose your Personal Information in accordance with the Aquaji Privacy Policy.

7. Disclaimer

To the maximum extent permitted by applicable laws and except as set forth in these terms of use, Navori does not warrant that the Aquaji services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Aquaji services. Except as provided in these terms, the Aquaji services are provided “as is”, “as available” and “where is”. Except as set forth in these terms, the Aquaji services (including the Aquaji UI, the BI data, the Aquaj software, and any other parts of the products or services provided by Navori) are provided without any representation and/or warranty of any kind and Navori makes no other representations, conditions, warranties or guarantees, express or implied, statutory, legal or otherwise regarding the accuracy, reliability or completeness of the content, outputs or data which are derived from or results from the use of the software and expressly disclaims any and all implied warranties of merchantability fitness for a particular purpose, title, and non-infringement. The customer hereby waives any legal warranty except as otherwise provided in these terms.

8. Limitation of liability

Navori shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages which may be incurred by you in connection with your use of the Aquaji Services however caused and under any theory of liability, including, but not limited to, any loss of profit, lost opportunities, loss of data suffered or other intangible loss.

9. Term

These Terms of Use enter into force at the Effective Date and remain in force for as long as you have an account to access and use the Aquaji Services. Your rights under these Terms of Use terminate automatically if you fail to comply with any of its provisions (the “Term“). The Sections of these Terms of Use which by their nature should survive the Term will survive the Term for ten (10) years.

10. Miscellaneous

No modification, amendment, or waiver of any provision of these Terms of Use shall be effective unless in writing and signed by the parties. No failure or delay by Navori in exercising any right, power, or remedy under these Terms of Use, except as specifically provided herein, shall operate as a waiver of any such right, power, or remedy.

Except as set forth in these Terms of Use, you may not use our name, logo, or other marks or issue any press release or make any public statement regarding these Terms of Use without Navori’s written consent.

We may change these Terms of Use from time to time. If we change these Terms of Use, we will notify you through Aquaji Services, by e-mail or otherwise.

Navori shall not be liable or in default for any delay or failure of performance resulting from a situation beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authority, government orders, and changes to Applicable Law, ransomware attacks, and zero-day exploits (unless Navori has been negligent), acts of a public enemy (including terrorism), war, fire, flood, storms, earthquakes and explosions, pandemics such as COVID-19 and related impacts (a “Force Majeure“).

Navori and the End User are independent contractors, and these Terms of Use do not create any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between them.

We may assign these Terms of Use, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or part of it, to any other person without our prior written approval. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Software.

These Terms of Use describe the entire understanding and agreement of the parties and supersede all oral and written agreements or understandings between them related to its subject matter.

These Terms of Use, including their interpretation and effect, are governed by the laws applicable (a) in the Province of Québec, Canada, if the Navori Contracting Entity is Navori, Inc. or (b) if the Navori Contracting Entity is Navori SA, these Terms of Use shall be governed by and construed as an instrument under seal in accordance with the Federal laws of Switzerland, in both cases without regard to its conflict of law provisions. Both Parties hereby agree to submit to the exclusive jurisdiction of the courts located (a) in the judicial district of Montreal, Quebec, Canada if the Navori Contracting Entity is Navori, Inc. or (b) in Lausanne, Switzerland, if the Navori Contracting Entity is Navori SA, in respect to any claim, proceeding or action relating to or otherwise arising out of these Terms of Use or the Aquaji Services howsoever arising.