Terms of Service

1.1  License

Subject to the terms of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, non-assignable License to use and access the Platform in its business operations (the “License”).

1.2  Term

This Agreement comes into force on the Effective Date, and will continue for an initial term of 24 months (the “Initial Term”). Unless terminated by either Party, this Agreement shall automatically renew for successive, additional one (1) year renewal terms.

1.3  Termination

Either party may terminate this Agreement by giving at least thirty (30) days’ prior written notice to the other. Upon any termination of the Agreement, all Licenses granted herein shall immediately terminate, and each Party shall promptly return to the other, or destroy, any Confidential Information or copies thereof in such Party’s possession, whether in tangible or electronic form.

2.1  Services

The Licensor will, in conjunction with the License and the Platform, provide Services as described in Schedule A for the duration of the Initial Term. Unless the mutually agreed, the Licensee may not hire another service provider to provide the Services as they relate to the Platform for the duration of the Initial Term. The Licensor will employ reasonable economic efforts to provide the Services. The Licensor makes no representations, covenants or guarantees about the suitability, compatibility, continuation without interruption of the Services or that the Services will be without defect.

2.2  Upgrades, Improvements and Iterations

The Licensor may upgrade, make improvements and replacements to the technology of the Platform and may make such iterations available to the Licensee as part of the License. Any reference to the Platform in this Agreement shall be read to include such iterations, improvements, additions or replacement technology.

2.3  Restrictions on Use

With respect to the use of the Platform, the Licensee agrees to keep the License free of any liens, encumbrances or claims by third parties, not reproduce, re-develop, change, copy, replicate, reverse engineer or attempt to reverse engineer the Platform, not sub-license to or otherwise allow any third party to use or benefit from the Platform, including acting as a “service bureau” to others using the Platform and support the title of the Licensor to the Platform, and will not remove, or alter any of the Licensor’s rights in the Platform under applicable intellectual property law.

2.4  Platform and Software Ownership

The Parties agree that the Licensor remains the owner of all intellectual property rights in the Platform, all iterations and improvements thereto, and all related written materials, logos, trademarks, tradenames, copyright, patents, trade secret and moral rights, registered or unregistered. Nothing in this Agreement will grant the Licensee any right to ownership or any other proprietary right to the Platform.

2.5  Access to Platform and Data

The Licensor may be required to perform repairs, updates, maintenance and quality review of the Platform. The Licensee acknowledges that there may be interruptions in service due to such maintenance and if necessary, agrees to give the Licensor reasonable assistance, should this be required. In the course of providing the Licensee with the Services, the Licensor may collect, use, process and store the Licensee’s Data for the sole purpose of providing the Services. This may include provisioning, historic audit trail, usage and invoicing data including user credentials to access the Licensee’s accounts.

2.6  Licensee Responsibilities

The Licensee is fully responsible for the accuracy, quality and legality of the Licensee’s Data, the means by which the Licensee required the Data and access to the Data, and further warrant that the Licensee has obtained all third party consents including connectivity service provider or vendor consents, required under applicable law with respect to the collection and use by the Licensor of the Data with respect to the Services, and have the full and unrestricted right to grant the Licensor permission to access, upload, post, incorporate and publish such content and information through the Services, all without infringing or violating any third party contractual, intellectual property or proprietary rights. The Licensee further warrants and undertakes that the is solely responsible for any content and usage including any damage, liability, cost, expense or loss to the Licensor or any other third party resulting therefrom, and that the Licensee assumes all risk in connection therewith.

2.7  Training

The Licensor agrees to provide training as specified in Schedule A. The Licensee agrees and covenants that it will in all other material ways cooperate and make the necessary information, resources, hardware, employees, agents available for the successful training, execution and use of the Platform and Services.

3.1  Royalty Fees

The Licensee shall pay for the License and the Services as described in Schedule B. If the Licensee defaults on payment and does not cure such default within thirty (30) days, the Licensor may terminate this Agreement immediately. Schedule B also sets out the service fees payable for any additional services provided to the Licensee. The Licensor may change the Royalty Fees, with ninety (90) days’ notice to the Licensee upon completion of the Initial Term.

3.2  Costs

Except as otherwise specified in this Agreement, the Licensor will be responsible for providing the necessary equipment and for all of the Licensor’s incidental expenses required to carry out and perform the Services, including third party accounts incurred by the Licensor, unless the Licensee has given prior written authorization or approval.

4.1

The Parties covenant, represent and warrant that each Party is a body corporate validly existing under the laws of its incorporating jurisdiction and each Party has full power and authority to enter into this Agreement and to grant to the other Party all of the rights herein. The execution and delivery of this Agreement and the performance of the covenants and obligations herein are not limited or restricted by and are not in conflict with any legally binding document to which either Party is bound. Neither Party shall enter into any agreement with any third party that will prevent the other Party from performing its obligations herein;

4.2

The Licensor covenants, represents and warrants that this Agreement does not give the Licensor any interest in the Licensee’s Data except the right to use the same in accordance with the terms of this Agreement.

The Licensor is not aware of any computer virus, worm, lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the Platform or any other hardware or computer system. The Licensor possesses the absolute, non-restricted and exclusive proprietary right to License the Platform, software contained therein and all parts thereof as contemplated in this Agreement, and has no knowledge of any valid rights belonging to a third party, including any intellectual property rights or moral rights, which would be infringed by the exercise of the Licensee’s rights herein.

4.3

The Licensee covenants, represents and warrants that the Licensee shall not make any additional developments, redevelopments, or modifications to the Platform, without the express written consent of the Licensor. The Licensee shall use the Platform for the permitted use and for no other purpose whatsoever without the written consent of the Licensor. The Licensee acknowledges that the Platform may be now or may become protected by patent and other intellectual property laws, and they shall not object to the validity, enforcement, registration or patentability of the Platform or any constituent part thereof. The Licensee is responsible for any cost and maintenance of its internal systems and service provider platform interfaces that may be required for the proper upload and communications of their service provider data with the Platform.

5.1

“Confidential Information” means any information and data of the Discloser or its Representatives related to the Discloser’s business activities and whether or not specifically identified as confidential, including any information provided orally, in writing, or otherwise. Confidential Information does not mean information that is publicly available or information that was received by either Party separately from the other party. “Discloser” means the Party that discloses Confidential Information to the Recipient pursuant to this Agreement. “Recipient” means the Party that receives Confidential Information of the Discloser pursuant to this Agreement.

5.2

The Parties agree that the Recipient agrees to use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser’s Confidential Information as it uses with its own similar information and not to disclose all such Confidential Information in any manner whatsoever in whole or in part. The Recipient covenants to use the Confidential Information of the Discloser solely for the purpose of this Agreement; and shall take all steps necessary to preserve the value of the Confidential Information of the Discloser.

5.3

The Recipient shall immediately notify the Discloser of any use, or disclosure, of the Confidential Information of the Discloser which is not in accordance with this Agreement. The Recipient further acknowledges and agrees that, except for the purpose of discharging its obligations pursuant to this Agreement, it has no right whatsoever to any of the Confidential Information of the Discloser.

6.1  Force Majeure

Neither Party shall be liable for any delay or damage as a result of any laws, orders, rules or regulations, or by strikes, action of the elements, or causes beyond control of the Parties. (“Force Majeure”) Any delay caused by Force Majeure shall not be deemed to be a breach of or failure to perform this Agreement.

6.2  Entire Agreement

This Agreement and its Schedules constitute the entire agreement between the Parties and cancels and supersedes any prior understandings and agreements between the Parties thereto. No change or modification of this Agreement is valid or binding unless it is in writing and signed by duly authorized representative of each Party. This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

6.3  Waiver, Enurement, Severability

No waiver of any breach of any term or provision of this Agreement is effective or binding unless otherwise provided in writing and such waiver shall be limited to the specific breach waived. Either Party’s failure to enforce any provision of this Agreement shall in no way be construed as a waiver of any such provision or to any future violations thereof. This Agreement is binding upon and enure to the benefit of the Parties and their respective heirs, executors, administrators, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable the remainder of the Agreement will continue in full force and effect.

6.4  Independent Legal Advice

Each Party acknowledges that it understands the contents of this Agreement and has had the opportunity to obtain legal advice. Further, no consideration is to be given to the fact or presumption that one Party has had a greater or lesser role in the drafting of this Agreement.

6.5  Online Acceptance and Consent

By registering for an account, signing up, or otherwise accessing or using the Services, you agree to be bound by this Agreement. If you do not agree to these terms, you must not sign up for an account or use the Services. You agree that your electronic assent to this Agreement carries the same legal weight as a physical ink signature.