Terms of Service

This Terms of Service Agreement (“Agreement”) is entered into between Resonaite Inc (the “Provider”) and the entity or person placing an order for or accessing any Services (“Customer” or “you”). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “I AGREE”, BY EXECUTING A STATEMENT OF WORK THAT REFERENCES THESE TERMS, OR BY INSTALLING, INTEGRATING, ACCESSING OR USING ANY OF RESONAITE’S SERVICES YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS OF SERVICE, INCLUDING APPLICABLE POLICIES REFERENCED THROUGHOUT. IF YOU ACCEPT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT LEGAL ENTITY TO THESE TERMS OF SERVICE AND “CUSTOMER” WILL REFER TO THAT LEGAL ENTITY AND ITS AFFILIATES. 

1. GRANT OF ACCESS TO LICENCE AND US

Provider hereby grants to Customer a term subscription, including to all Customer's Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, license to access and use the Service solely for Customer's internal business operations in accordance with the terms of this agreement.

2. RESTRICTED USE

Customer will not

  1. Sub-licence, resell, or distribute access to the Service or other content that is contained or displayed in it;

  2. Modify alter, or create any derivative works of the Service;

  3. Reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Service;

  4. Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Service;

  5. Upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights

3. OWNERSHIP OF INTELLECTUAL PROPERTY

Provider will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including Provider’s name, logos, and trademarks reproduced through the Service.

4. SUPPORT SERVICES

For the duration of the agreement  beginning on the Effective Date, and at Provider’s expense, Provider will provide Customer with electronic support during Provider’s normal business hours in order to help Customer correct problems with the Service. 24 hour initial response will be applicable to issues impacting Service availability. 

5. SYSTEM MAINTENANCE

Provider will follow best practices to minimize impact to business operations, however, if required to address urgent service issues, Provider will inform Customer of unplanned changes or outages ahead of time on a best effort basis. 

6. WARRANTY DISCLAIMER

Resonaite’s Service materially conforms to its specifications, if any, and is free of malware at the time of delivery; if you notify Resonaite of non-conformance to this warranty, Resonaite will replace the Service or provide alternate access as appropriate. This Agreement states remedies for all warranty claims. Resonaite does not warrant the operation of Service will be uninterrupted or error free, or that the Service will operate in hardware and software combinations other than as authorized by Resonaite. To the extent permitted by law, Resonaite disclaims all other warranties.

7. DATA PROTECTION

Provider shall implement physical, technical and administrative safeguards, consistent with commercially reasonable industry practices to prevent unauthorized access to, use of, or disclosure of any individually identifiable information as defined under applicable laws and regulations.

8. DATA PRIVACY

As part of the Service, Provider may need to collect and process data in the context of Service offered. Necessary mechanisms will be put in place per clause 7 to ensure data is protected. Provider’s Privacy Policy describes how Provider handles information the Customer provides when using the Service and Customer acknowledges and consents to the collection and use of this information as set there forth in the Privacy Policy.


 

9. CONFIDENTIALITY

  1. Confidential Obligation: The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

  2. Use Solely for purpose: A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

  3. Non-Disclosure: A receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent permitted by this agreement, the disclosing party consents to in writing, or required by law.

10. TERMINATION

  1. Termination on notice: Customer may terminate this agreement for any reason on 30 days notice to Provider.

  2. Termination for Material Breach: Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:

    1. The other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

    2. The failure, inaccuracy, or breach continued for a period of 30 days after the injured party delivers notice to the breaching party reasonably detailing the breach

  3. Termination for failure to pay: Provider may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay subject to the payment terms agreed upon pursuant to Order Form or Statement of Work referencing this Agreement.

  4. Effect of Termination:

    1. Pay Outstanding Amounts: Customer shall immediate pay to Provider all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

    2. Provider shall refund on a pro-rata basis any pre-paid and unused Service subscription fees.

    3. Discontinuation of use: Customer shall cease all use of the Service upon the effective date of the termination.

 

11. INDEMNIFICATION

Provider will defend at its own expense any action brought against Customer to the extent it is based on a claim that the Service used hereunder infringe a patent, copyright or other proprietary right of a third party. Customer will pay any costs, damages or attorney fees finally awarded against Customer in such action which are attributable to such claim, provided Provider is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that the Service becomes, or in Provider's opinion is likely to become, the subject of a claim of infringement of a patent, copyright or trade secret, Provider may at its option either secure Customer’s right to continue using the Service, replace or modify the Service to make them not infringing, or provide Customer with a refund of the Service fee less depreciation on a 5 (five) year, straight-line basis. Provider shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Service in any form other than the original, unmodified form provided to Customer or the use of a combination of the Service with hardware, software or data not supplied by Provider where the used Service alone in their original, unmodified form would not constitute an infringement. The foregoing states Customer's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

12. LIMITATION OF LIABILITY

  1. MUTUAL LIMIT ON LIABILITY: NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR COULD HAVE REASONABLY BEEN FORESEEN ON THE ENTRY INTO THIS AGREEMENT.

  2. MAXIMUM LIABILITY: NEITHER PARTY'S LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE UPON WHICH THE RELATED CLAIM AROSE.

13. GENERAL PROVISIONS

  1. Entire Agreement: this agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

  2. Assignment: Neither party may assign this agreement any of their rights or obligations under this agreement without the other party’s written consent.

  3. Third Parties. Provider will have the right to use third parties, including, but not limited to, employees of Provider’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of these Terms of Service, all references to Provider or its employees will be deemed to include such Subcontractors.

  4. Notices: All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.

  5. Governing Law: This agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Ontario, without regard to its conflict of laws rules.

  6. Severability: If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

  7. Waiver: The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights.

  8. Force Majeure: A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of this obligations under this agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting in from only general economic conditions or other general market effects.

CONTACT

Tel: 647 478-8469

Email:  contact@resonaite.ai

© 2021 Resonaite Inc.