THIS SERVICES AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF THE AISLELAB’S SERVICES DESCRIBED HEREIN.

IF YOU REGISTER FOR A FREE TRIAL FOR SUCH AISLELAB’S SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, INCLUDING BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE AISLELAB’S SERVICES.

SECTION 1 – DEFINITIONS

As used throughout the Agreement, the following shall have the meanings set forth below unless otherwise indicated:

“Agreement Start Date” means the date that Services are provided by Aislelabs.

“Aislelabs” means Aislelabs Inc.

“Aislelabs Software” means the computer software (including all modifications, updates, upgrades, amendments and all documentation relating thereto) owned by Aislelabs and made available to You for its use in connection with the Service, on the terms set forth hereunder, through the hosted environment maintained by Aislelabs and/or its third party suppliers and/or You. This includes any custom computer software code provided by Aislelabs to You in connection with the Service including but not limited to Software Development Kits (SDKs).

“Content” means all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) created, submitted, transmitted or received in the performance of the Services.

“Your Data” means all electronic data or information submitted by You to Aislelabs in connection with the Service, including but not limited to report parameters.

“Feedback” means any suggestions, enhancement requests, recommendations or other feedback provided by You or its Users to Aislelabs relating to the operation of the Service.

“Intellectual Property Rights” means: any and all proprietary rights provided under: (i) patent law; (ii) copyright law; (iii) trade-mark law; (iv) design patent or industrial design law; (v) semi-conductor chip or mask work law; or (vi) any other statutory provision or common law principle applicable to this Agreement, including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, systems, methods, improvements, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, systems, methods, improvements, inventions or know-how; and any and all applications, registrations, licenses, sublicenses, agreements or any other evidence of a right in any of the foregoing.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Parties” shall mean Aislelabs and You.

“Service(s)” means the access to and use by you, via an Internet connection from any computer and/or mobile of the Aislelabs Software.

“Users” means individuals (including employees) who are authorized by You to use the Service, for whom a subscription to the Service has been purchased or otherwise obtained from Aislelabs, and who have been supplied user identifications and passwords by You (or by Aislelabs at Your request). This includes individuals who are authorized by You to access Aislelabs Software including but not limited to Your employees and Your contractors.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. If You are an agency purchasing the Services on behalf of Your clients, the terms “You” or “Your” shall include such clients, provided that You shall be responsible for such clients’ compliance with Your obligations under this Agreement, for any breach of those obligations by such clients, and for payment for the Service purchases on behalf of such clients.

SECTION 2 – PROVISION OF THE SERVICE

2.1
Aislelabs shall make the Service available to You and Your Users pursuant to this Agreement during the Term (as defined below Section 9. Aislelabs grants and You receive access to and use of the Service, and no other rights or licenses to the Service or any Intellectual Property Rights related thereto, whether by implication, estoppel or otherwise, except those rights expressly granted in this Section 2. You agree that your access to and use of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Aislelabs with respect to future functionality or features. You are solely responsible for Your own Internet connection which is necessary to access and use the Service and Aislelabs shall have no liability to You due to any inability to access or use the Service due to Your own Internet connection or related internal communications hardware and/or other connectivity issues.

2.2
You and your Users shall have the right to export, utilize, and otherwise produce, develop or create graphs and reports of data generated by use of the Services, and may distribute those reports and other data and information to Your clients. Except as is specifically permitted in the preceding sentence, You agree that You will not reproduce, duplicate, copy, sell, trade or resell any Content accessed via the Services for any other purpose.

2.3
You agree that You are solely responsible for (and that Aislelabs has no responsibility to You or to any third party for) any Content that You create, transmit or display while using the Services and for the consequences of Your actions by doing so (including, without limitation, any intellectual property claims of any third parties relating to such Content).

SECTION 3 – PROPRIETARY RIGHTS

3.1
Aislelabs acknowledges that it obtains no ownership nor proprietary rights of any nature or kind in or to the Content or Your Data or any part thereof under the terms of this Agreement. All right, title and interest in and to the foregoing (including any and all related Intellectual Property Rights, modifications and additions) thereto shall at all times remain with You.

3.2
You acknowledge that You obtain no ownership nor proprietary rights of any nature or kind in or to the Aislelabs Software and/or the Service or any part thereof under the terms of this Agreement. All right, title and interest in and to the foregoing Aislelabs Software and Service (including any and all related Intellectual Property Rights, modifications and additions) thereto shall at all times remain with Aislelabs (or any third party from whom Aislelabs has licensed software or technology).

3.3
You (including Your employees, contractors and anyone authorized by You to have access to Aislelabs Software) shall not (i) create by de-compilation or reverse engineering the Aislelabs Software and/or Service, or related documentation; or (ii) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.

3.4
Aislelabs shall retain all ownership and proprietary rights, including Intellectual Property Rights, to all Feedback. If required and upon request by Aislelabs, You irrevocably agree to assign and, upon its creation, automatically assigns to Aislelabs the ownership of such Feedback, including all Intellectual Property Rights therein, absolutely and without the necessity of any additional consideration. Aislelabs shall have the right to use the Content and the Your Data on an anonymized basis for its own internal business purposes.

SECTION 4 – USE OF THE SERVICE

4.1
Aislelabs shall: (i) not use, modify or disclose to anyone Your Data other than Users; (ii) maintain the reasonable security and integrity of the Service and Your Data; (iii) provide basic support to Your Users, at no additional charge, as set out in Section 5 herein; and (iv) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Aislelabs shall give at least 8 hours’ prior online notice via the Service and which Aislelabs shall schedule to the extent reasonably practicable during the weekend hours from 8:00 p.m. EST Friday to 8:00 a.m. EST Monday); or (b) the provisions under Section 9 below.

4.2
You are responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Aislelabs promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, federal and foreign laws in using the Service, including, without limitation, all applicable privacy laws. You agree to use the Services only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States, Canada, the United Kingdom or other relevant countries).

4.3
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Aislelabs, unless You have been specifically allowed to do so in a separate agreement with Aislelabs. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) unless You are granted access to the API service by Aislelabs. You agree that it will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You (or Your Users and clients) shall use the Services solely for Your/its/their internal business purposes as contemplated by this Agreement and shall not: (i) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (ii) attempt to gain unauthorized access to the Services or its related systems or networks. To the extent You obtain any confidential information from Aislelabs relating, directly or indirectly, to the Services, You agree to hold such confidential information at all times in strict confidence and shall not disclose such confidential information to any person at any time without the prior written consent of Aislelabs, which may be arbitrarily withheld.

4.4
Aislelabs may, in its own marketing and sales materials, including but not limited to the Aislelabs website, use and display Your name(s) and logo(s).

4.5
Aislelabs may make the Services available to You on a trial basis, as described in section 10.4 below, (collectively “Trial Services”) free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Trial Service or (b) the start date of any purchased Services ordered by You. Your obligations with regards to Your Data shall apply to data submitted to or collected through the Trial Services. Additional trial terms and conditions may appear on the trial registration web page or other trial registration document entered into by You. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. IF YOU ELECT TO USE THE SERVICES FOR THE TRIAL PERIOD AND DO NOT PURCHASE THE SERVICES BEFORE THE END OF THE FREE TRIAL PERIOD, ACESS TO THE SERVICES WILL EXPIRE AT THE END OF THE FREE TRIAL PERIOD AND SHALL NOT AUTO-RENEW. ANY DATA ENTERED INTO THE TRIAL SERVICES BY YOU OR RECEIVED BY YOU IN CONNECTION WITH YOUR USE OF THE TRIAL SERVICES, AND ANY CUSTOMIZATIONS THAT MAY BE MADE TO THE TRIAL SERVICES BY YOU DURING THE FREE TRIAL PERIOD, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE FREE TRIAL PERIOD. NOTWITHSTANDING ANTYHING TO THE CONTRARY SET OUT IN THIS AGREEMENT, DURING THE FREE TRIAL PERIOD, THE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OR SUPPORT.

SECTION 5 – FEES AND PAYMENT

5.1
You shall pay all fees for the Services or other services hereunder in the manner as specified either via online, credit card or other payment method acceptable by Aislelabs. Fees are based on Services purchased and not actual usage. Once Services are ordered by You, agree to these terms and conditions. You may not cancel any Services during the Term and shall not be entitled to a refund of any portion of fees paid for such Services.. You are also responsible for maintaining complete and accurate billing and contact information on the Service. If You provide credit card information to Aislelabs, You authorize Aislelabs to charge such credit card for all Services purchased for the time frames specified. Such charges shall be made in advance, in accordance with the billing frequency selected by You during the online registration process. If any amount owing by You under this or any other agreement for the Services is overdue Aislelabs may, without limiting its other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend and/or cancel the Services to You until such amounts are paid in full. We will endeavor to give You at least 7 days’ prior notice that Your account is overdue, in accordance with the notice provisions set out in this Agreement, before suspending services to You. Aislelabs shall has the right to periodically audit usage of the Services to ensure that You and Your Users are only using the Services in accordance with the terms and conditions of set out in the Agreement.

5.2
Unless otherwise stated, Aislelabs’ fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with the Services or other services hereunder, excluding taxes based on Aislelabs’ net income or property.

SECTION 6- WARRANTIES AND DISCLAIMERS

6.1
Each party represents and warrants that it has the legal power to enter into this Agreement. Aislelabs represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Service will not be materially decreased during the Term; (iii) the Service will not contain or transmit to Customer any Malicious Code (iv) it owns or otherwise has sufficient rights in the Aislelabs Software and the Service to grant to Customer the rights to use the Service granted herein; and (v) to the best of Aislelabs’ knowledge, the Aislelabs Software and the Service does not infringe any Intellectual Property Rights of any third party.

6.2
Aislelabs shall have no responsibility for, and does not warrant against, any problems that occur as a result of improper use of the Services; use of the Services with incompatible equipment, hardware, interfaces, requirements or specifications; use of the Services with other products (hardware, software, firmware, etc.) that do not properly exchange data with the Services or use of the Services other than in accordance with Aislelabs’ written instructions, specifications and documentation, if any. You are responsible for ensuring the quality and stability of its systems and its connection to the Services. AISLELABS SPECIFICALLY DISCLAIMS AND EXCLUDES ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS OF FITNESS FOR A PARTICULAR PURPOSE THEREOF. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE SOFTWARE, UPDATES, DOCUMENTATION OR SERVICES TO BE SUPPLIED BY AISLELABS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF NONINFRINGEMENT OF COPYRIGHTS, TRADEMARK RIGHTS, TRADE SECRETS OR PATENT RIGHTS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.3
THE WARRANTIES CONTAINED IN THIS SECTION 7 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE. SPECIFICALLY, AISLELABS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER.

SECTION 7 – LIMITATION OF LIABILITY

7.1
IN NO EVENT SHALL AISLELABS’ AGGREGATE LIABILITY ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU HEREUNDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT AND/OR CIRCUMSTANCES GIVING RISE TO A CLAIM OR POTENTIAL CLAIM FOR LIABILITY BY YOU. YOU SHALL BE REQUIRED TO MAKE ANY CLAIM OR POTENTIAL CLAIM HEREUNDER AGAINST AISLELABS WITHIN ONE (1) YEAR FROM THE DATE OF THE INCIDENT AND/OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM OR POTENTIAL CLAIM.

7.2
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 8 – FORCE MAJEURE

Neither party shall be responsible for any failure to comply with or for any delay in the performance (excluding the performance of any payment obligation) of the terms of this Agreement including, but not limited to, delays in delivery by Aislelabs where such failure or delay is directly or indirectly caused by or in any manner arises or results from events reasonably beyond the control of the parties sought to be charged. These events include, but shall not be restricted to, fire, flood, earthquake, accident, civil disturbances, war, rationing, allocation or embargoes, strikes or labour problems, delays in transportation, acts of God and acts of any government or any branch or agency thereof. In no event shall either party be liable to the other for consequential damages as a result of any delay in the performance of the terms of this Agreement.

SECTION 9 – TERM AND TERMINATION

9.1
This Agreement commences on the date You accepted it and ends on the date that is the number of months from the Agreement Start Date as specified as the initial term (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive year terms, each equal in duration to the Initial Term (each a “Renewal Term”) unless either party delivers at least 60 calendar days’ written notice, prior to the expiration of the Initial Term or any respective Renewal Term, to the other party of its intent to not renew this Agreement. The Initial Term and each of the Renewal Term(s) may be collectively referred to as the “Term”. Aislelabs reserves the right to modify its fees and charges and to introduce new charges at any time, effective upon the next Renewal Term.

9.2
A party may terminate this Agreement: (i) upon 30 calendar days’ written notice of a material breach of the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other uncontested proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Termination shall not relieve You of the obligation to pay any fees accrued or payable to Aislelabs prior to the effective date of termination.

SECTION 10 – GENERAL

10.1
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable therein, without regard to principles of conflicts of law, and any action shall be initiated and maintained in a forum of competent jurisdiction in the Province of Ontario. The Parties specifically exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods to this Agreement (and any amendments thereto).

10.2
This Agreement, including all schedules, exhibits, addenda and statement of work hereto, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in Your purchase order or any other of Your other documentation is void. In the event of any conflict or inconsistency between the provisions of this Agreement and any online registration form provided in connection with the sign-up process, the terms of this Agreement shall prevail.

10.3
Aislelabs reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Agreement, in whole or in part, at any time. Changes in this Agreement will be effective when posted within the Services. Your continued use of the Services after any changes to this Agreement are posted will be considered acceptance of those changes.

10.4
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary nor employment relationship between the parties. There are no third party beneficiaries to this Agreement.

10.5
Aislelabs may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Aislelabs in our sole discretion. Aislelabs reserves the right to determine the form and means of providing notifications to you. Aislelabs is not responsible for any automatic filtering You or Your network provider may apply to email notifications we send to the email address You provide Aislelabs. Subject to this Section, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to Aislelabs shall be sent to 111 Berkeley Street, Toronto ON, M5A 2W8 Attn: Legal Department. Notices to You shall be addressed to the address and contact person designated by You upon in the online registration form.

10.6
You shall not assign its rights and obligations under this Agreement without the prior written approval of Aislelabs. Aislelabs may assign this Agreement, or any of its rights and obligations under this Agreement to any affiliated party or any purchaser of or successor to its business, assets and/or shares without consent from You.

10.7
The failure of either party to insist on the strict performance of any terms, covenants and conditions of this Agreement, or its failure to take advantage of any of its rights hereunder, shall not be construed as a waiver or relinquishment of any such rights or conditions at any future time nor shall it affect the continuance in full force and effect of all the provisions of this Agreement.

10.8
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be modified to the extent necessary to make it valid, legal and enforceable whilst preserving the intent of the parties.

10.9
The Parties recognize that money damages will not be an adequate remedy for any breach or threatened breach of any obligation hereunder by a Party involving unauthorized use of intellectual property or use of the Service beyond the scope of the access and use rights granted in this Agreement. The Parties therefore agree that, in addition to any other remedies that may be available in law or otherwise, a Party shall be entitled to seek an injunction or other equitable relief against any such continued breach by the other Party.

10.10
Nothing in this Agreement shall prohibit or be deemed to prohibit Aislelabs from providing similar services to any other persons.

10.11
Aislelabs reserves the right to sub-contract any part of a Service, to a third party, and Aislelabs retains responsibility for any such sub-contracted Service.

10.12
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.13
The rights and obligations of the parties which either expressly or by their nature reasonably are expected to survive termination of this Agreement, including, but not limited to, Section 3 “Proprietary Rights”, Section 5 “Fees and Payment”, Section 6 “Warranties and Disclaimers”, and Section 7 “Limitation of Liability” shall survive termination of this Agreement until fully performed.

10.14
You agree to defend, indemnify and hold harmless Aislelabs for any losses, costs, damages, liabilities, expenses or claims (including 3rd party claims) (including legal costs and fees) relating, directly or indirectly, to any breach by You of: (i) the terms of this Agreement; (ii) the use of the Services; (ii) the publication, posting or display of any Content on the Services; or (iv) compliance with applicable law, including applicable privacy laws.

10.15
If You choose to utilize the WiFi terms and conditions provided by Aislelabs, then You acknowledge and agree to these terms.