Terms & Conditions

Master Service Agreement

TERMS OF USE: BY CLICKING THE “REGISTER” BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF SENSORSUITE'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST QUIT THE REGISTRATION PROCESS AND MAY NOT USE THE SERVICE.

Welcome

SensorSuite Inc. will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the SensorSuite's website incorporated by reference herein, including but not limited to SensorSuite's privacy and security policies.

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• “Agreement” – means any agreements entered into between the Company and a Customer to which these standard Terms and Conditions apply;
• “Customer” – means the individual, business, or other organization with whom the Company contracts;
• “Supplier” – means any supplier of Products or Services to the Company;
• “Products” – means hardware, software and associated equipment that may be supplied by the Company; and
• “Services” – means any service supplied by the Company.

Any reference to a day or days refers to business days – that is any day which is not a weekend or public or bank holiday in the Canada.

The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

Privacy & Security

Disclosure SensorSuite's privacy and security policies may be viewed at http://www.sensorsuite.com. SensorSuite reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.

License Grant & Restrictions

SensorSuite hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SensorSuite Inc. and its licensors. You may not access the Service if you are a direct competitor of SensorSuite Inc., except with SensorSuite's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or that violates of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify SensorSuite Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SensorSuite Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another SensorSuite Inc. user or provide false identity information to gain access to or use the Service.

Account Information and Data

SensorSuite Inc. does not own any data, information or material that you submit to the Service in the course of using the Service (”Customer Data”). You, not SensorSuite Inc., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and SensorSuite Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. SensorSuite Inc. reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and SensorSuite Inc. shall have no obligation to maintain or forward any Customer Data.

Intellectual Property Ownership

SensorSuite Inc. alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SensorSuite Inc. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the SensorSuite Inc. Technology or the Intellectual Property Rights owned by SensorSuite Inc. The SensorSuite name, the SensorSuite logo, and the product names associated with the Service are trademarks of SensorSuite Inc. or third parties, and no right or license is granted to use them.

Charges and Payment of Fees

Charges are monthly. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments for the service must be made monthly in 15 days from receiving the Request for Payment electronically. Payments are arranged through PayPal Inc. payment system or via wire transfer. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all User Accounts you have agreed to sponsor, the Sponsored Accounts. SensorSuite Inc. reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 60 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

Implementation advisory, support and training fees are subject to separate negotiation and are paid upon delivery.

Billing and Renewal

SensorSuite Inc. charges and collects monthly for use of the Service. SensorSuite Inc. will automatically issue an invoice for each month upon receipt of payment. Fees for other services will be charged on an as-quoted basis. SensorSuite's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide SensorSuite Inc. with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address.

Recurring charges are billed one month in advance, so your monthly bill will have software service plan and feature charges for the next month. If you change your software service plan or features during a given billing cycle, the corresponding charges will be applied for the portion of the month during which the new software service plan or feature was active on your account. The recurring monthly charge for the next month will also appear on your bill for the new software service plan or feature.

Non-Payment and Suspension

In addition to any other rights granted to SensorSuite Inc. herein, SensorSuite reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 3.0% above Bank of Canada base rate per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or SensorSuite Inc. initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.

SensorSuite Inc. reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that SensorSuite Inc. has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

Termination upon Expiration

This Agreement commences on the Effective Date. The Initial Term shall be for two years or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the registration form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one year, at SensorSuite Inc.'s then current fees. Either party may terminate this Agreement, by notifying the other party in writing at least 1 day prior to the date of the requested termination.

Termination for Cause

Any breach of your payment obligations or unauthorized use of the SensorSuite Inc. Technology or Service will be deemed a material breach of this Agreement. SensorSuite Inc., in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that SensorSuite Inc. has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been remedied within 30 days of notice of such breach.

Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SensorSuite Inc. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online SensorSuite Inc. help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Mutual Indemnification

You shall indemnify and hold SensorSuite, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that SensorSuite Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release SensorSuite Inc. of all liability and such settlement does not affect SensorSuite's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

SensorSuite Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by SensorSuite Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by SensorSuite Inc.; provided that you (a) promptly give written notice of the claim to SensorSuite Inc.; (b) give SensorSuite Inc. sole control of the defence and settlement of the claim (provided that SensorSuite Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to SensorSuite Inc. all available information and assistance; and (d) have not compromised or settled such claim. SensorSuite Inc. shall have no indemnification obligation, and you shall indemnify SensorSuite Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware, or business process(es).

Disclaimer of Warranties

SENSORSUITE INC. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SENSORSUITE INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SENSORSUITE INC. AND ITS LICENSORS.

Internet Delays

SENSORSUITE INC.'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SENSORSUITE INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Force Majeure

Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism. accident, restraint of government, governmental acts, injunctions, labour strikes, other than those of Seller or its suppliers, that prevent Seller from furnishing the materials or equipment, and other like events that are beyond the reasonable anticipation and control of the Party affected thereby, despite such Party's reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party's failure to perform its obligations under this Agreement.

In this Clause “Event of Force Majeure” means an event beyond the control of the Authority and the Company, which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:

• Act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
• War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo;
• Rebellion, revolution, insurrection, or military or usurped power, or civil war;
• Contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
• Riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Supplier or of his Subcontractors; or
• Acts or threats of terrorism.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Arbitration

Subject to the agreement of the parties, if any dispute or difference shall arise between the Company and the Customer on any matter relating to or arising out of the Agreement, such a dispute shall be referred to the arbitration of a single Arbitrator to be agreed upon by the parties.

Proper Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of Canada. Any dispute concerning it or its interpretation shall be adjudicated in that Jurisdiction.

Notice

SensorSuite Inc. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in SensorSuite's account information, or by written communication sent by first class mail or pre-paid post to your address on record in SensorSuite's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to SensorSuite Inc. (such notice shall be deemed given when received by SensorSuite Inc.) at any time by any of the following: SensorSuite.com certified email message from your user account to notice@sensorsuite.com or a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to:

Modification to Terms

SensorSuite Inc. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of SensorSuite Inc. but may be assigned without your consent by SensorSuite Inc. to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of SensorSuite Inc. directly or indirectly owning or controlling 50% or more of you shall entitle SensorSuite Inc. to terminate this Agreement for cause immediately upon written notice.