User Terms & Conditions
The following terms and conditions, together with any supplemental terms and addenda hereto (collectively the "Terms and Conditions") govern your access to and use of:
- our website including any content and functionality offered on or through our domains, including harmelo.com (the "Harmelo Webpage");
- any and all asset identifiers, equipment ("Equipment") type, make, model, serial number, installation date and replacement history, service event records, users' notes and recommendations, location metadata, and any material, content, designs, logos, trademarks, service marks, trade names, and other information contained on or accessible via each Harmelo Solution, including core registry data, register structure, Equipment history reports, asset lifecycle records, and any modifications, improvements, customizations, derivative works, translations and adaptations (collectively, the "Content"); and
- all other Content, products or services provided by us to you through the Harmelo Webpage and Pilot (defined below) (collectively, the "Harmelo Solution").
These Terms and Conditions form an agreement between Harmelo Corp. ("Harmelo", "us", "we", "our") and you. The term "you", "your" or "User" refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Harmelo Solution.
BY USING THE HARMELO SOLUTION IN ANY WAY, OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION; (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (III) ALL INFORMATION PROVIDED BY YOU TO US IS TRUE, ACCURATE, CURRENT, AND COMPLETE. YOU ALSO AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AS UPDATED FROM TIME TO TIME. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE HARMELO SOLUTION.
1. Changes to These Terms and Conditions
Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms and Conditions at any time. When we make changes, we will: (i) place a notice on the Harmelo Webpage; (ii) post a new version; and (iii) update the "Last Updated" date. Your continued access after any changes indicates your acceptance. We may also change the Harmelo Solution at any time without notice, and may suspend your access for scheduled maintenance, violations of these Terms, or emergency security concerns.
2. Access
To access certain features of the Harmelo Solution you will authenticate your access using such methods as determined by us from time to time. You must provide true, accurate, current and complete information. Your credentials are personal to you — you agree not to provide any other person with access using your credentials. You are responsible for all activities that occur under your credentials and must notify us immediately of any unauthorized access or security breach. We reserve the right to disable or terminate your access at any time for any violation of these Terms.
3. Evolving Nature of the Harmelo Solution; Electronic Communications
Harmelo will continue to develop and release new platform capabilities and enhancements. We may make available beta, trial or evaluation use of the Harmelo Solution ("Pilot"), which may include pre-release or partial features. Pilot is provided "as is" without support, indemnification, or warranty of any kind. Harmelo may terminate your access to any Pilot at any time.
By using the Harmelo Solution, you consent to receive electronic communications from us, including by email and notices posted to the Harmelo Webpage. You may withdraw consent to electronic communications by contacting us, but doing so means you must stop using the Harmelo Solution. You are solely responsible for keeping your contact information current and accurate.
4. Third Party Content
The Harmelo Solution may include data and software from third parties. You agree to comply with all applicable third-party terms. We cannot guarantee the continued availability of third-party products, data, or services and may cease providing them without entitling you to any refund, credit, or compensation. Harmelo is not responsible for any disclosure, modification or deletion of User Data resulting from access by third-party products or services.
5. User Data
You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, perpetual, transferable and sublicensable right and licence to access, collect, store and use any data, content, information, records or files that you load, transmit to or enter into, or that we collect from, the Harmelo Solution ("User Data"): (i) as permitted in our Privacy Policy; (ii) to develop, make available, enhance and maintain the Harmelo Solution; and (iii) to produce or generate Anonymous Data and Aggregated Data.
"Aggregated Data" means aggregated portfolio analytics, registry structure, benchmarking datasets, industry insights, and information about how users interact with the Harmelo Solution. "Anonymous Data" means data that is non-identifiable as to any individual. Harmelo may process Aggregated Data and Anonymous Data for any purpose without restriction or obligation to you.
You are solely responsible and legally liable for any User Data you submit. You represent and warrant that you own or have the necessary rights to the User Data you share, and that such data does not violate any law or infringe the rights of any third party. Harmelo will not be liable for any loss or damage resulting from the loss or corruption of User Data.
6. Privacy
Our Privacy Policy, available at harmelo.com/privacy as updated from time to time, describes the manner in which we collect, use and disclose your personal information.
7. Your Responsibilities
You acknowledge that the Harmelo Solution and Content are provided solely for general information purposes and are not professional advice of any kind. You agree to:
- Not rely on the Harmelo Solution as a substitute for your own independent judgment or for professional advice;
- Use best efforts to prevent unauthorized access to the Harmelo Solution;
- Keep your credentials and login information confidential;
- Monitor and control all activity conducted through your account;
- Keep your email address and access credentials current and accurate;
- Promptly notify us of any unauthorized activity or security breach;
- Not use anyone else's credentials at any time;
- Comply with all applicable laws and regulations, including intellectual property, data, and privacy laws; and
- Maintain backup copies of any important data submitted to the Harmelo Solution.
8. No Unlawful or Prohibited Use
You will not use the Harmelo Solution in violation of these Terms, any applicable Community Guidelines, or any applicable law. Without limiting the foregoing, you will not directly or indirectly:
- Impersonate any person or entity, including any Harmelo employee or representative;
- Frame or utilize framing techniques to enclose any Content on the Harmelo Webpage;
- Create hyperlinks to the Harmelo Webpage without our prior written consent;
- Use any automated means including scripts, bots or spiders to access the Harmelo Solution;
- Collect, index or scrape any Content or aspect of the Harmelo Webpage;
- Disable, impair or interfere with servers or networks connected to the Harmelo Solution;
- Attempt to gain unauthorized access to the Harmelo Solution or bypass any access restrictions;
- Transmit any User Data or Content that is false, misleading, defamatory, abusive, threatening, obscene, harmful, discriminatory, or otherwise objectionable;
- Infringe, violate or misappropriate the intellectual property or other rights of any third party;
- Use any data mining, robots, or similar extraction methods, or reverse engineer any part of the Harmelo Solution;
- Access or use the Harmelo Webpage for the purpose of building a similar or competitive product or service;
- Use the Harmelo Webpage or Content to train any artificial intelligence or machine learning algorithms; or
- Perform any vulnerability, penetration or similar testing of the Harmelo Solution.
9. Payment
Access Fees. Where applicable, you will pay the fees ("Access Fees") as set out in the applicable online order accepted by you. Unless otherwise noted: (i) all Access Fees are in Canadian dollars; (ii) Access Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the applicable subscription term.
Payment. You must provide a valid method of payment and current, complete and accurate billing information. If Access Fees are not paid when due, Harmelo reserves the right to suspend your access or terminate these Terms immediately upon notice.
Changes to Access Fees. Harmelo reserves the right to change Access Fees and institute new charges upon at least seven days' prior notice.
Taxes. Access Fees do not include applicable sales, use, value-added, GST, HST, or other taxes. You are responsible for all applicable taxes, duties, and similar charges payable in connection with your use of the Harmelo Solution.
Payment Processor. Payment processing may be handled by a third-party payment processor. The processing of payments is subject to the terms and privacy policies of such processor in addition to these Terms. We are not responsible for any error by any Payment Processor.
10. Ownership
Harmelo or its licensors retain all right, title and interest, including all intellectual property rights, in and to: (i) the Harmelo Solution and its source code; (ii) Content; (iii) Anonymous Data; (iv) Aggregated Data; (v) all Harmelo confidential information including Feedback; and (vi) any modifications, improvements, derivative works or adaptations of the foregoing (collectively, "Harmelo Property").
The Harmelo name, and all related names, logos, product and service names, designs, images and slogans are marks of Harmelo Corp. or its affiliates or licensors. These Terms do not grant you any right to use any such marks. Unauthorized use constitutes an infringement and may be a violation of applicable laws.
Subject to these Terms, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to use the Harmelo Webpage solely in connection with using the Harmelo Solution in accordance with these Terms. All rights not expressly granted are reserved.
Any Feedback you provide — including performance evaluations, test results, and improvement suggestions — will be the exclusive property of Harmelo. You hereby irrevocably assign all right, title and interest in and to such Feedback to Harmelo.
11. Malicious Code and Security
Downloading and viewing Content on the Harmelo Solution is done at your own risk. We do not guarantee that the Harmelo Solution will be free of viruses, worms, trojan horses, or other harmful code. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and for the entire cost of any repairs or connections necessary as a result of your use of the Harmelo Solution.
12. Disclaimer
THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUÉBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING DISCLAIMERS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HARMELO SOLUTION, CONTENT AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. HARMELO DOES NOT WARRANT THAT THE HARMELO SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, COLLATERAL OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, RELIABILITY, OR ACCURACY. HARMELO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, VIRUSES, TROJAN HORSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR EQUIPMENT OR DATA DUE TO YOUR USE OF THE HARMELO SOLUTION.
13. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE HARMELO PARTIES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; BUSINESS INTERRUPTION; COSTS FOR SUBSTITUTE PRODUCTS OR SERVICES; PERSONAL INJURY OR DEATH; OR PERSONAL OR PROPERTY DAMAGE — WHETHER OR NOT HARMELO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE HARMELO SOLUTION OR THESE TERMS AND CONDITIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HARMELO'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED CAD$50. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HARMELO SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE.
Under no circumstances will any Harmelo Party be held liable for any delay or failure in performance resulting from causes beyond our reasonable control, including Internet or equipment failures, strikes, natural disasters, pandemics, acts of God, war, or governmental actions.
14. Indemnification
You will defend, indemnify and hold harmless the Harmelo Parties from and against any claims, losses, damages, fines, penalties or other costs (including reasonable legal and accounting fees) arising out of or in connection with: (i) your User Data; (ii) your use of the Harmelo Solution or Content; (iii) your breach of any provision of these Terms; (iv) your violation of any law or the rights of a third party; or (v) any harmful code input by you into the Harmelo Solution. Harmelo reserves the right to assume exclusive defence and control of any matter subject to indemnification by you.
15. Term and Termination
Term. These Terms commence the earlier of: (i) the day you first access the Harmelo Solution, or (ii) the date of your acceptance of these Terms; and continue for the term indicated in the applicable Order. Unless otherwise specified, Orders will automatically renew for additional one-year terms unless either party gives at least 30 days' written notice before the end of the relevant term.
Termination by Harmelo. Harmelo may terminate your access by providing at least 60 days' advance written notice, in which case you will be refunded a prorated amount of Access Fees. Harmelo may also immediately terminate or suspend your access without notice in the event of any breach of these Terms incapable of being cured.
Termination by You. You may terminate these Terms and discontinue use of the Harmelo Solution at any time by contacting us through our main contact channels, subject to your payment obligations.
Effects of Termination. Upon termination: (i) your right to use the Harmelo Solution will cease immediately; and (ii) except as required by applicable law, we will not retain your User Data.
16. Survival
Sections 4, 5, 7, 8, 10, 11, 12, 13, 14, 16, and 18 will survive expiration or termination of these Terms for any reason, together with any other provision which expressly or by its nature survives termination.
17. Contact
If you have any questions or comments regarding these Terms and Conditions, please contact us at: legal@harmelo.com
18. General Provisions
Choice of Law. Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms will be governed by the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any action or proceeding arising under these Terms will be initiated in Toronto, Ontario. If you are a consumer residing in Québec, the laws of the Province of Québec and applicable federal laws of Canada will apply.
Entire Agreement. These Terms and all documents incorporated by reference herein constitute the entire agreement between you and Harmelo pertaining to the subject matter hereof and supersede all prior communications and proposals, whether electronic, oral or written.
Waiver. Our failure to enforce any provision of these Terms will not be construed as a waiver of that provision or right. A waiver must be in writing and will not preclude enforcement on other occasions.
Severability. If any provision of these Terms is determined to be void, invalid or unenforceable by a court of competent jurisdiction, that provision will be severed and all other provisions will remain in full force and effect.
Assignment. You will not assign these Terms to any third party without our prior written consent. We may assign these Terms or any rights hereunder to any third party without your consent.
English Language. The French version of these Terms and Conditions is available at harmelo.com/conditions. La version française de la présente convention est disponible à harmelo.com/conditions.

