Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of OT Continuum (the “Service”), a software-as-a-service platform operated by InnoTech Engineering Inc. (“InnoTech”, “we”, “us”, or “our”), a corporation organized under the laws of Canada.

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

1. The Service

OT Continuum is an industrial operations continuum platform that helps customers manage operational technology (OT) assets, plant data, signals, and related workflows. The specific features available depend on your subscription tier and may change over time.

The Service is currently in early access. Features, functionality, and availability may change without notice during this period.

2. Account Access

2.1 Authentication

Access to the Service requires authentication through Microsoft OAuth. By signing in, you consent to InnoTech receiving your Microsoft-verified email address and basic profile information for the purpose of identifying your account.

2.2 Invitation-based access

Access to the Service is granted by invitation only. To use the Service, your email address must be added to an authorized customer tenant by an administrator. Sign-in attempts from email addresses not associated with an authorized tenant will be denied.

2.3 Account responsibility

You are responsible for:

• Maintaining the security of the Microsoft account you use to access the Service.
• All activity that occurs under your account.
• Notifying us promptly at security@otcontinuum.io of any unauthorized use of your account or any other security breach.

We are not liable for any loss or damage arising from unauthorized account use that results from your failure to maintain account security.

3. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right.
• Upload, store, or transmit content that is unlawful, harmful, harassing, defamatory, or infringes intellectual property rights.
• Attempt to gain unauthorized access to the Service, other accounts, or any systems or networks connected to the Service.
• Interfere with, disrupt, or impair the integrity or performance of the Service.
• Reverse engineer, decompile, or attempt to extract source code from the Service, except to the extent permitted by applicable law.
• Use the Service to develop a competing product or service.
• Use automated tools (scrapers, bots, etc.) to access the Service without our prior written consent.
• Submit malicious code, malware, or content designed to disrupt the Service.

We reserve the right to investigate suspected violations and to suspend or terminate accounts that violate these Terms.

4. Customer Data

4.1 Ownership

You retain all rights, title, and interest in and to data you submit to or generate through the Service (“Customer Data”). InnoTech does not claim ownership of Customer Data.

4.2 License to InnoTech

You grant InnoTech a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide the Service and as permitted by these Terms and our Privacy Policy.

4.3 Aggregated and anonymized data

InnoTech may use aggregated and de-identified data derived from Customer Data to improve the Service, conduct analytics, and develop new features. Aggregated and de-identified data does not identify you or your organization.

4.4 Your responsibility for Customer Data

You represent and warrant that:

• You have all necessary rights to submit Customer Data to the Service.
• Customer Data does not violate these Terms or any applicable law.
• You have obtained all consents required from individuals whose personal data is included in Customer Data.

5. Intellectual Property

5.1 InnoTech's intellectual property

The Service, including all software, design, content, trademarks, and documentation (excluding Customer Data), is owned by InnoTech or our licensors and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms.

5.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant InnoTech a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

6. Service Availability and Modifications

6.1 Availability

We strive to provide reliable Service availability but do not guarantee that the Service will be uninterrupted, error-free, or available at all times. The Service is provided “as is” during early access.

6.2 Maintenance and updates

We may modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable notice of material changes that adversely affect your use of the Service when feasible.

6.3 No service level commitment during early access

During early access, the Service is provided without service level commitments. We will work in good faith to address issues but make no guarantees regarding response times or uptime.

7. Fees and Payment

The Service is currently provided without charge during early access. We reserve the right to introduce paid plans in the future, with reasonable advance notice. Continued use of the Service after fees become applicable will require acceptance of the applicable subscription terms.

8. Confidentiality

Each party may have access to confidential information of the other party. The receiving party agrees to:

• Use confidential information only as necessary to perform under these Terms.
• Protect confidential information with the same degree of care it uses for its own confidential information, but not less than reasonable care.
• Not disclose confidential information to third parties except as required to provide the Service or as required by law.

This obligation survives termination of these Terms.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOTECH DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

INNOTECH DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

THE SERVICE IS NOT DESIGNED FOR USE IN HIGH-RISK OR SAFETY-CRITICAL APPLICATIONS WHERE FAILURE COULD CAUSE PERSONAL INJURY, DEATH, ENVIRONMENTAL HARM, OR PROPERTY DAMAGE. YOU AGREE NOT TO USE THE SERVICE FOR SUCH PURPOSES, AND ACKNOWLEDGE THAT INNOTECH DISCLAIMS ALL LIABILITY FOR SUCH USE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Indirect damages. INNOTECH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Maximum aggregate liability. INNOTECH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO INNOTECH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Exclusions. Some jurisdictions do not allow exclusion of certain warranties or limitation of liability. To the extent such laws apply, some of the above limitations may not apply to you. Nothing in these Terms limits liability that cannot be excluded under applicable law.

11. Indemnification

You agree to indemnify and hold harmless InnoTech, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• Your use of the Service in violation of these Terms.
• Customer Data you submit, including any claim that Customer Data infringes a third party's rights.
• Your violation of any applicable law.

12. Termination

12.1 Termination by you

You may stop using the Service at any time. Account deletion requests can be sent to support@otcontinuum.io.

12.2 Termination by InnoTech

We may suspend or terminate your access to the Service at any time, with or without notice, if:

• You violate these Terms.
• Your account is inactive for an extended period.
• We discontinue the Service or any feature you use.
• Required by law or to address security concerns.

12.3 Effect of termination

Upon termination, your right to access the Service ends immediately. We will retain or delete Customer Data in accordance with our Privacy Policy and applicable law.

Sections that by their nature should survive termination (including ownership, disclaimers, limitations of liability, indemnification, and dispute resolution) survive termination of these Terms.

13. Governing Law and Dispute Resolution

13.1 Governing law

These Terms are governed by the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.2 Jurisdiction

You agree that any dispute arising out of or related to these Terms or the Service will be brought exclusively in the courts of the Province of Alberta, Canada, and you submit to the personal jurisdiction of those courts.

13.3 Informal resolution

Before bringing any formal legal action, the parties agree to attempt in good faith to resolve disputes through informal discussions. Either party may initiate informal resolution by sending written notice describing the dispute to legal@otcontinuum.io.

14. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify users by:

• Updating the “Last updated” date at the top of these Terms.
• Sending an email to your registered address (when material changes apply).
• Posting a notice within the Service.

Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service.

15. General

15.1 Entire agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and InnoTech regarding the Service, superseding any prior agreements.

15.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

15.3 No waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.

15.5 Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet failures, or government actions.

15.6 Notices

Notices to InnoTech must be sent to legal@otcontinuum.io. Notices to you may be sent to your registered email address or posted within the Service.

16. Contact

For questions about these Terms, contact us at:

InnoTech Engineering Inc.
Email: legal@otcontinuum.io
General inquiries: hello@otcontinuum.io