Ubico Labs

UPDATED: 2024-08-28

RECITALS:

The Provider develops and operates a proprietary cloud-based software platform for sales prospecting, customer engagement, data enrichment and campaign management.
The Customer wishes to obtain a subscription and limited licence to access and use the Platform for its internal business purposes, subject to this Agreement and the applicable Order Form.

TAKING INTO ACCOUNT THE FOREGOING, THE PARTIES AGREE TO THE FOLLOWING:

CHANGES TO THE TERMS OF SERVICE

The Provider may update these Terms from time to time. Material changes will not apply during an existing Subscription Term without the Customer’s written agreement, except where reasonably necessary to comply with applicable law, address security risks or prevent misuse of the Platform. Any other material changes will take effect upon renewal.

SOFTWARE SUBSCRIPTION AND PLATFORM ACCESS

a. Platform Access: During the Subscription Term, the Provider shall make its cloud-based software platform and the features specified in the applicable Order Form available to the Customer.

b. Software Licence: Subject to the Customer’s compliance with the Agreement and payment of all applicable fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform during the Subscription Term solely for the Customer’s internal business purposes.

c. Account: The Provider shall create or enable an account through which the Customer’s authorized users may access the Platform.

d. Availability: The Provider shall use commercially reasonable efforts to maintain the availability of the Platform but does not guarantee uninterrupted or error-free access.

e. Ancillary Support: Any onboarding, training, campaign assistance or customer support provided by the Provider is ancillary to the Customer’s subscription and licence to access the Platform and does not transfer responsibility for the Customer’s campaigns, sales process or commercial results to the Provider.

f. No Guarantee of Commercial Results: The Customer acknowledges that the Provider licenses access to software and does not guarantee any particular number of leads, replies, meetings, opportunities, contracts, revenue or return on investment.

BETA SERVICES

From time to time, the Provider may invite the Customer to try our beta Services ("Beta Services") at no charge and the Customer may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as beta, limited release, developer preview, non-production, evaluation or by a description of similar import.
Beta Services are for evaluation purposes only and not for production use, are not considered "Services" under the Agreement, are not supported, and may be subject to additional terms.
Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date, or the date that a version of the Beta Services becomes generally available or the date that the Provider, in its sole and absolute discretion, elects to discontinue the Beta Services.
The Provider may discontinue Beta Services at any time in our sole and absolute discretion and may never make them generally available.
The Provider will have no liability whatsoever for any harm or damage arising out of or in connection with a Beta Service.

MAINTENANCE SERVICES

Definition:

"Maintenance Services" means the general maintenance of the Hosted Services, and the application of Updates and Upgrades.

The Provider shall provide the Maintenance Services of the Hosted Services on or about the hours of 3:00 AM (EST) and 6:00 AM (EST).
Nevertheless, at all times and the Provider shall give at least 3 days prior written notice (through any means) of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services.

SUPPORT SERVICES

Definition:

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services.

The Provider shall provide the Support Services to the Customer during the Term of this Agreement and the Provider shall respond promptly to all requests for Support Services made by the Customer from Monday to Friday between regular business hours (9AM to 5PM EST).
The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue for any reason. However, the Provider shall give the Customer a prior written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

CUSTOMER DATA

Definition:

"Customer Data" means all data, works and materials (a) uploaded to or stored on the Hosted Services by the Customer (b) supplied by the Customer to the Provider and (c) and data supplied from the Hosted Services to the Customer.

The Customer hereby grants to the Provider a non-exclusive license to store, export and adapt the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.
The Provider shall create a back-up copy of the Customer Data on a bi-weekly basis and shall ensure, on a best-effort basis, that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken.
The Provider shall not resell the Customer Data, in whole or in part, to any third party.

CUSTOMER CONTENT

Definition:

"Customer Content" means all electronic data, material, and information to be created, submitted, received, processed, collected, transmitted, and stored by or for the Customer through our Services and/or a third-party application.

The Provider is not responsible or liable for any Customer Content. Although the Provider has no obligation to screen, edit or monitor Customer Content, the Provider reserves the right, and has sole absolute discretion, to remove Customer Content stored on the Hosted Services at any time and for any reason. The Customer is solely responsible for creating backup copies of and replacing any Customer Content at the Customer's sole cost and expense.
Licence to Customer Content: The Customer grants the Provider a non-exclusive, worldwide, royalty-free licence to access, host, store, reproduce, process, transmit, modify and otherwise use Customer Content solely to provide, operate, maintain, secure and improve the Platform and fulfil the Provider’s obligations under this Agreement. This licence remains in effect during the Subscription Term and for any limited post-termination period reasonably necessary to return Dor delete Customer Content, comply with applicable law, or maintain routine backup systems. The Provider may retain and use aggregated and irreversibly de-identified information that cannot reasonably be used to identify the Customer or any individual for analytics, security, research and improvement of the Platform. The Provider acquires no ownership interest in Customer Content.
By using the Hosted Services, the Customer represents, warrants, acknowledges and agrees not to create, submit, process, transmit or store any of the following:

Customer Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
Customer Content that would constitute, encourage or provide instructions for a criminal offense in any jurisdiction served by the Hosted Services, violate the rights of any party or otherwise create liability or violate any local, provincial, national or international law;
Customer Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Customer Content that contains material misrepresentations;
Customer Content that contains or depicts any statements, remarks or claims that do not reflect the Customer's honest views and experiences;
Customer Content that impersonates, or misrepresents the Customer's affiliation with, any person or entity;
Customer Content that references or depicts the Hosted Services but fails to disclose a material connection to the Provider, if the Customer has one;
Customer Content that contains any private or personal information of a third party without such third party's consent;
Customer Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; and,
Customer Content that, in the Provider's sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose the Provider or others to any harm or liability of any type.

The Customer further represents and warrants that:

The Customer owns and controls all of the rights to the Customer Content or otherwise have all necessary rights to use such Customer Content;
The Customer authorizes the Provider to use such Customer Content for the purposes described in the Agreement;
The Customer Content is accurate and not misleading or harmful in any manner; and,
The Customer Content, and the Customer's use and posting thereof, does not and will not violate the Agreement or any applicable law, rule, regulation or third party right.

USAGE OF HOSTED SERVICES

The Customer must not without the written permission of the Provider use the Hosted Services for any purpose other than marketing and sales. Any use of the Hosted Services other than as specifically authorized herein, without the Provider's prior written permission, is strictly prohibited and will terminate the Agreement herein.

EMAIL SENDING POLICY

The Customer is solely responsible for ensuring that its use of the Services and all messages sent through the Services comply with applicable electronic communications, privacy and marketing laws, including CASL, CAN-SPAM and other applicable legislation. The Customer shall establish any consent or other lawful basis required, include prescribed sender identification and unsubscribe mechanisms, and promptly honour opt-out requests.

MONITORING

The Customer acknowledges that the Provider monitors the Content and the use of the Hosted Services for any reason whatsoever.

THIRD PARTY APPLICATIONS

The Hosted Services may be compatible or useful in connection with a third-party applications or services, including, for example, other applications and implementation and other consulting services et al. Any acquisition by the Customer of such other third-party applications or services, and any exchange of data between the Customer and any other provider, is solely between the Customer and the applicable other provider. A non-exhaustive list of our third-party providers is below:

Prospeo
OpenAI
Anthropic
Neverbounce
Amazon Web Services

We do not warrant or support third party applications or other services, whether or not they are designated by us as "certified" or otherwise.
The Hosted Services may contain features designed to inter-operate with third-party applications (such as Google or GitHub OAuth). To use such features, the Customer may be required to obtain access to third party applications from their providers and may be required to grant the Provider access to the Customer's account(s) on the other applications.

If the provider of other application ceases to make the third-party applications available for inter-operation with the corresponding Service features on reasonable terms, we may cease providing those Service features without entitling the Customer to any refund, credit, or other compensation.

Further, if the Hosted Service, at its sole and absolute discretion, elects to integrate with a third-party authentication service, whether through internal (such as Active Directory Federation Service or Keycloak) or external (such as Auth0 or OneLogin) means, any data shared through this service, is solely between the third-party authentication service and the Customer. The Provider also is free from any liability as a result of a breach of such service.

ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

Definition:

"Intellectual Property" in this Agreement means all original works of authorship, discoveries, designs, processes, developments, concepts, formulae, business methods, improvements and trade secrets, works, reports, data, algorithms, logic, infrastructure, compilations of information, software, copyright, trademarks, know-how, proprietary information, designs, processes, inventions, ideas, written presentations, memoranda, research, databases, drawings, sketches, layouts, commercial material, working papers, documents, copies, transcriptions, and other materials in all forms, and any renewals, improvements, upgrades, modifications, enhancements or variations of any of the foregoing, whether or not patent-able or registrable under copyright or otherwise subject to protection under intellectual property laws that you discover or make, or assist in discovering or making, however fixed, stored, expressed or embodied, created, developed, generated, authored, or produced in performance of work on behalf of the Company or any affiliate, including any applications that may be filed or that may be issued thereon in any and all countries.

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
Subject to the Customer's compliance with the Agreement, the Customer is hereby granted a limited, nonexclusive, non-transferable, non-sublicensable license to access and use the Hosted Services in connection with the Customer's marketing campaigns. However, such license is subject to these Terms and does not include any right to:

Sell, resell license, sub-license, distribute, rent or lease the Hosted Services and the Contents worldwide;
Use the Hosted Services and the Contents for commercial purposes unrelated to the Customer's marketing campaigns;
Distribute, publicly perform or publicly display any Content not authorized by the Provider;
Modify or otherwise make any derivative uses of the Services or Content, or any portion thereof;
Use any data mining, robots or similar data gathering or extraction methods for any purpose;
Download (other than the page caching) any portion of the Hosted Services or Content, except as expressly permitted by the Provider for any propose;
Attempt to reverse-engineer and/or close any feature of the Hosted Services for any reason; and,
The use the Hosted Services or Content other than for their intended purposes, which shall be limited to use in furtherance of the Hosted Services.

It is strictly prohibited to use the Platform in any manner not specifically authorized by this Agreement or by the Provider in writing.

Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by the Provider, nothing in the Agreement shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of the Provider or any third party, whether by estoppel, implication or otherwise.

TERM

This Agreement shall come into force on the date the Customer accepts it and shall remain in effect for the subscription term specified in Section 3 of the Order Form, unless earlier terminated in accordance with the terms of this Agreement. Thereafter, the subscription term will automatically renew for successive periods equal to the initial subscription term.

TERMINATION AND DEFAULT

a. Termination for Default
If the Customer is in default under the Agreement, the Provider may terminate the Agreement unilaterally by notifying the Customer by email and providing thirty (30) days to remedy the default. If the default has not been remedied within that period, the Agreement shall be deemed terminated.

In the event of such termination due to the Customer's default, the Customer shall be immediately liable for the full remaining balance of the Agreement, including all fees and payments that would have otherwise been due for the remainder of the term had the Agreement not been terminated.

b. Fixed Term; No Early Termination; Express Waiver

The Customer acknowledges and agrees that the subscription is entered into for the fixed subscription term specified in the Order Form and is non-cancellable before the expiry of that term, except where the Provider commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

To the fullest extent permitted by applicable law, the Customer expressly, knowingly and unequivocally waives its right to unilaterally resiliate this Agreement under article 2125 of the Civil Code of Québec before the expiry of the applicable subscription term.

The Customer’s decision to discontinue use of the Services, request suspension or disconnection of its Account, revoke a payment authorization, dispute a payment, or otherwise cease performance does not relieve the Customer of its obligation to pay all fees committed for the entire subscription term.

If the Customer purports to terminate or resiliate the Agreement before the expiry of the subscription term other than for an uncured material breach by the Provider, all unpaid fees for the remainder of the subscription term shall become immediately due and payable as the contractually agreed indemnity resulting from the early termination, subject to applicable law.

c. Non-Renewal by Customer

If the Customer intends to terminate this Agreement at the end of the current subscription term, the Customer must provide the Provider with written notice of cancellation at least thirty (30) days prior to the expiration of the then-current subscription term, or within the notice period specified in Section 3 of the Order Form, whichever period is longer. If the Customer fails to provide such notice within the required notice period, this Agreement will automatically renew for an additional subscription term, and the Customer will remain responsible for all fees associated with the renewed term.

d. Notice Requirements
Any notice or communication to the Provider must be made by email to support@ubico.io. Any notice or communication to the Customer will be sent to the email address on file. If the Parties have not received confirmation of receipt from the other Party within ten (10) days, the communication or notice will be deemed received.

e. Outstanding Fees Upon Termination: If the Agreement is terminated by the Provider under subsection (a), or if the Customer purports to terminate it contrary to subsection (b), all unpaid amounts shall immediately become due and payable, including the amounts described in subsection (b).

f. No Refund: Except following an uncured material breach by the Provider, termination, non-renewal, suspension, discontinuation or non-use of the Platform does not entitle the Customer to a refund of any fees paid.

g. Post-Termination Data Access
Upon a written request made within thirty (30) days after the effective date of termination or expiration, the Provider will make the Customer Data available for export or download. The Provider has no obligation to maintain or provide any Customer Data after this 30-day period and may continue to use Customer Data in aggregate form.

COUNTERPARTY AND TERMS OF PAYMENT

In consideration for the Hosted Services, the Customer and the Provider have agreed to a payment method that is stated on the Order Form.
The Customer shall be responsible for timely payment of all fees specified on the Provider's invoice in American dollars, unless a different currency is specified in the Order Form. By using the Provider's services, the Customer acknowledges and agrees that the Provider's fees cannot be cancelled once charged and all fees paid are non-refundable.
Subscription fees are specified in the Order Form and will remain unchanged during the applicable Subscription Term. The Provider may change fees for a renewal term by providing written notice before the applicable non-renewal deadline.
The Provider shall issue invoices to the Customer, on a monthly or yearly basis, in advance of the period to which they relate.
The Customer agrees to pay each invoice upon receipt of each invoice date. Payment terms may not be modified during a Subscription Term except by written agreement between the parties.
Payments can be made by bank transfer, credit card, Stripe, Charbee, or any other payment processor of the Providers Choice.
If an undisputed payment is not made when due, the Customer shall reimburse the Provider for reasonable payment-processing charges actually incurred as a result of the failed or declined payment, together with reasonable costs incurred to recover the overdue amount, subject to applicable law.

PENALTY IN CASE OF FAILURE TO PAY

If any undisputed amount remains unpaid after written notice, the Provider may, but is not obligated to, suspend access to the Platform. Any suspension resulting from the Customer’s default does not terminate the Agreement or relieve the Customer of its payment obligations.

CONFIDENTIALITY

Definition:

"Customer Confidential Information" means:

Any information disclosed by the Customer to the Provider (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

As marked or described as "confidential"; or,
Should have been reasonably understood by the Provider (though its Hosted Service and other means) to be confidential; and,
Consumer Data.

The Provider Shall:

Keep the Customer Confidential Information strictly confidential;
Not disclose the Customer Confidential Information to any person without the Customers written consent;
Use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care, and on a best-effort basis.
The obligation described in the preceding article does not apply to information already disclosed to the public, already known to the party receiving the confidential information or which is not considered as confidential information by the party disclosing it.

The provisions of this Section shall continue in force indefinitely following the termination of this Agreement.

WARRANTIES AND LIMITATIONS

The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
The Provider shall not be liable to the Customer or any agent associated with the Customer for any error of judgment or any act performed in good faith and within the limits of the powers expressly or tacitly conferred on the Provider under the Agreement.
The Customer agrees that the Provider shall not be liable for lost profits or claims against the Customer by any other party. In addition, the Provider shall not be liable for any problems, delays, loss of time or money or other events beyond its control that may be caused by the usage of the Hosted Services.
The Customer further acknowledges, agrees, represent and warrant that:

The Customer will not use the Hosted Services for any unlawful purpose;
The Customer shall not infringe rights of the Provider or a third party, including any property, intellectual property, privacy rights of the Provider or a third party;
The Customer shall not use the Hosted Services in violation of the terms herein, including the Provider’s Privacy Policy and applicable data-protection laws
The customer shall not use the Hosted Services in violation of the Customer's contractual or other legal obligations, including applicable personal data protection laws;
The Customer shall not commit any unlawful acts using our services, including any infringing, libelous, tortious acts;
The Customer shall not "stalk" or otherwise harass any person;
The Customer shall not make false representations, including about the Customer's identity or affiliations;
The Customer shall not use any software, program, file, scripts, agents, or any other code, including, for example, viruses, worms, time bombs and Trojan horses, ("Malicious Code") that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
The Customer shall not engage in any conduct that interferes with the Hosted Services or restricts or inhibits any other person from using or enjoying the same, or which, in the Provider's sole judgment, exposes the Provider or any of its officers, directors, employees or agents to any liability or detriment of any type;
The Customer shall not use or attempt to use reverse engineer to reconstruct any of the Provider's Services;
The Customer shall not copy any part of the Provider's Hosted Service including any feature, function or user interface thereof;
The Customer shall not harvest or otherwise collect any data, information or content from the Hosted Services, including by using manual or automated software, devices, or other processes to "crawl", "scrape" or "spider" any page of the Hosted Services to copy, obtain, propagate, distribute or misappropriate any content;
The Customer shall not permit any direct or indirect access of the Hosted Services that circumvents or attempts to circumvent a contractual usage limit;
The Customer shall not access the Hosted Services with the intent to build a competitive product or service;
The Customer shall not frame or mirror any part of the Hosted Service, other than framing on the Customer's own intranets or otherwise for the Customer's own internal business purposes;
The Customer shall not engage in any activity that can reasonably cause injury, loss or damage to the Provider or third party;
The Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction; and,
The Customer shall notify the Provider regarding

Any illegal, suspicious, or fraudulent activity;
Any security or data breaches;
Any activity that violates these Terms;
Any misrepresentations, errors, or inaccuracies the Customers discovers; or,
Any illegal or improper bribe, kickback, payment give or thing of value from any of the Provider's employees or agents in connection with this Agreement.

The Customer acknowledges and agrees they are responsible for their own acts and omissions.
If the Customer submits any information, including any personal information, on or through the Provider's Hosted Services, the Customer represents and warrants that they are the owner of such information or are authorized to submit such information. Prior to submitting any personal information of a third party, the Customer represents and warrants that they shall provide a copy of the Provider's Privacy Policy to the third party and have received the explicit and informed consent from the third party to submit such information.
When the Customer consents and authorizes an e-mail account to be connected to the Provider's system, the Provider may collect information from that e-mail account, including the content of the e-mail messages, contacts, and entries in any calendars associated with the e-mail account. By consenting and authorizing an e-mail account to be connected to the Provider's system, the Customer represents and warrants that they agree to the Provider's collection of information from the e-mail account. The Customer further represents and warrants that it is their responsibility, prior to authorizing the e-mail account to be connected to the Provider's system, to confirm that the Customer have obtained all necessary consent from the users of the e-mail account; that the user of the e-mail account has read, understood, and consented to the Provider's privacy policy; and that the e-mail account is being used strictly for work related and non-personal purposes. The Customer further represents and warrants that it is their responsibility to continuously monitor that the e-mail account connected to the Provider's system is being used strictly for work related and non-personal purposes
By using the Hosted Services, the Customers represents and warrants that they shall:

Provide accurate, truthful, current and complete information, whether on the Hosted Services or to a third party;
Maintain and promptly update the information, including any billing and contact information;
Maintain the security of your password, including not disclosing your password to another;
Not permit anyone else to access or otherwise use your Account;
Not access or otherwise use, or attempt to access or use, an Account of another other than your own; and,
Immediately notify the Provider if you discover or otherwise suspect any security breaches related to the Hosted Services.

The Customer grants the Provider and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to make, have made, use, distribute, modify, make derivative works of, incorporate into the Hosted Services and otherwise exploit in any manner any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or users relating to the operation of the Hosted Services or any of the Provider's products or services.
COPYRIGHT COMPLAINTS

In accordance with the applicable laws, the Provider has adopted a policy of limiting access to the Services to or terminating the Accounts of Customers, in appropriate circumstances or in the Provider's sole discretion who infringe the intellectual property rights of another. If the Customer believes that anything on the Provider's Services infringes any copyright that the Customer owns or controls, the Customer may file a notification of such infringement with the Provider's designated legal counsel as set forth below:

Renno & Co. Inc.

Counsel for Laboratoires Ubico Inc/UBICO Laboratories Inc.

3 Place Ville, Suite 400

Montréal, QC

Email: legal@rennoco.com

If a material the Customer have posted to the Hosted Services was removed or disabled in error, the Customer may file a counter notice pursuant to the applicable laws.
Please consult the Canadian Federal Copyright Act or the United States Digital Millennium Copyright Act, for guidance with respect to proper notification.
The Customer should also note that if the Customer knowingly makes any material misrepresentation in the Customer's notification that the material or activity is infringing, the Customer will be liable for any damages, including, without limitation, costs and attorneys' fees, incurred by the Provider or the alleged infringement as the result of the Provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing

LIMITATION OF LIABILITY OF THE PROVIDER

Under no circumstances will the Customer be entitled to recover from the Provider parties any incidental, exemplary, consequential, indirect, punitive or special damages (including without limitation damages for loss of business, loss of profits, loss of use or emotional distress), whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Provider has been informed of the possibility of such damage, for any harm or damage caused by, arising from, or relating to the use of the Hosted Services, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to the Customer.
In no event will the Provider's total liability to the Customer from a single incident exceed the amounts of payments the Provider receives from the Customer in the 12 months preceding the incident. In no event will the Provider's total aggregate liability to the Customer exceed the total amount of payments we receive from the Customer. The Customer's exclusive remedies in the event that the Provider breached any of its warranties to the Customer herein, are termination of the Agreement.

INDEMNIFICATION BY THE CUSTOMER

The Customer agrees to indemnify, defend and hold harmless the Provider, and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "Provider's Parties") against any claim, demand, suit or proceeding made or brought against Provider's parties by a third party alleging the Customer's customer data, use and disclosure of any data generated from our services (including any leads or lead data), or the Customer's use of our services, infringes or misappropriates a third party right, violates the Customer's contractual or legal obligations, or violates any applicable law, rules, or regulation, except to the extent such indemnification is prohibited by law (a "Claim Against Us").
The Customer will indemnify, defend and hold Provider's parties harmless from any claim damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, lawyers fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever in connection to a claim against us, whether known or unknown, foreseen or unforeseen, matured or unmeasured, or suspected or unsuspected, in law or equity, provided that (a) the Provider promptly give the Customer written notice of the claim against the Provider; (b) the Provider gives the Customer sole control of the defence and settlement of the claim against the Provider; (except that the Customer shall not settle any claim against the Provider unless it unconditionally releases the Provider of all liability); and (c) the Provider gives the Customer all reasonable assistance, at the Customer's expense

ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

The Agreement, including the applicable Order Form, these Terms of Service and the Privacy Policy, constitutes the entire agreement between the Provider and the Customer regarding the Customer’s use of the Platform supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any purchase order or in any other ordering documentation that You may provide (excluding Order Forms) is void. In the event of any conflict or inconsistency between the Order Form and these Terms of Service, if applicable, the Order Form shall control and govern.

MISCELLANEOUS

Relationship between Provider and Customer. The relationship of the Parties is that of independent contractors. This Agreement does not constitute any one party hereto as the legal agent, partner, employee or legal representative of the other Party for any purpose whatsoever. Neither of the Parties grants to the other any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of it or in its name in any manner whatsoever, unless otherwise agreed to in writing by the other party.
International Use. If the Customer gains access to the Hosted Services from locations outside Canada, the Customer will be responsible for compliance with all local laws of any such other location, and in no event will you the Customer the Hosted Services in violation of Canadian export laws or regulations.
Export Compliance. The Provider's Services may be subject to export laws and regulations of Canada and other jurisdictions. Each party represents that it is not named on any Canadian, United States, European Union, or United Kingdom government denied-party list. You shall not permit any one to access or use the Provider's Service in an embargoed country or in violation of any Canadian export law or regulation.
General Disclaimers. The Customer warrants that they have read and understand the following:

The Provider is only responsible for providing the services under the terms of the Agreement. The Provider shall not have any liability with respect to any communications created, stored, or transmitted through the Hosted Services.
The Provider does not make any representations or warranties regarding the accuracy of our database or lists or automated sales lead generation software. Unless expressly provided otherwise herein, all services and beta services are provided on an "as is", "where is" basis, with all faults and, without representations and warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation, (1) all warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement, and any and all warranties arising from course of dealing and usage of trade, as to the website, app, their content and materials and services; (2) that the website, content, materials, and services, will meet the Customer's requirements, will always be accurate, reliable, available, accessible, uninterrupted, timely, secure or operate without error; (3) with respect to the results that may be obtained from the operation, use or other exploitation of the website, content, materials, services, and listings. The Provider further disclaims any other warranties that arise from trade usage or custom, and any warranties that the website, content, materials or services will be free and clear from any adverse lien or security interests.

Reasonableness of Undertakings: Each of the Parties recognizes that the undertakings assumed by it:

Are reasonable in all respects, including, without limitation, as to their subject matter, scope and duration, given the consideration referred to hereinabove and the operations of each of the Parties up to that time; and,
Are necessary in order to protect the legitimate interests of the other Party; and, do not prevent it, in any manner whatsoever, from doing business or continuing to do business, as the case may be.

Governing Law: This Agreement shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the Courts of Québec.
Assignability: The Customer may not assign this Agreement without the Provider’s prior written consent. The Provider may assign this Agreement to an affiliate or in connection with a merger, financing, reorganization, sale of assets or change of control.
Headings: No resort shall be had to the headings used in this Agreement in the interpretation or construction of the Agreement; such headings shall serve merely to assist in classifying and identifying the provisions embodying the understanding between the Parties, which provisions have been reduced to writing in this Agreement, and, as a result, no meaning shall be ascribed to them nor may they influence the interpretation or construction of a provision.
Severability: If a court or other body of competent jurisdiction finds, or the Parties mutually agree, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
Compliance: Should any provision of this Agreement contravene any applicable law, it shall be interpreted or construed, if need be, in such a manner as to render it in compliance with the applicable law or, failing which, in the manner most likely to reflect the intention of the Parties without departing or derogating from the requirements or stipulations posited by the applicable laws.
Amendments: This Agreement may be amended or varied from time to time by mutual agreement between the Parties. As the case may be, said amendment or variation effected shall only become effective as of the day when it shall be reduced to writing and duly signed or executed by the Parties.
No Waiver: The silence of a Party, its failure to exercise, or tardiness in exercising, a right or remedy granted to it pursuant to the Agreement under no circumstances shall be interpreted or construed as a waiver of its rights or remedies, so long as the contractual or legal prescription or limitation period in respect of the exercise of such right or remedy shall not have expired.
Cumulative Rights: All rights referred to in the Agreement are cumulative. Any waiver of the enforcement of a right granted by one of the Parties to the Agreement for the benefit of another under no circumstances shall be interpreted or construed as a waiver of the enforcement of any other right granted hereunder unless expressed in writing.
Neutrality of Terms: Where appropriate, the singular number set forth in this Agreement shall be interpreted as the plural number, and the gender shall be interpreted as masculine, feminine or neuter, as the context dictates.
Counterparts: This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or by electronic image scan transmission in .pdf format shall constitute effective execution and delivery of this Agreement.
Successors: Unless otherwise stipulated, and subject to the provisions stated in the entirety of this Agreement, this Agreement shall bind the Parties hereto as well as their respective successors, heirs and assigns.
Survival: Sections concerning accrued payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law and any provisions that by their nature should survive shall survive expiration or termination of this Agreement.
Time of Essence: Time is of the essence of this Agreement.
Preamble: The Preamble hereof shall be an integral part of this Agreement.

Terms of Service

Ubico Labs

Terms of Service

UPDATED: 2024-08-28