Terms & Conditions
PATROL POINTS MASTER TERMS AND CONDITIONS
Terms and Conditions of Use
Last Updated May 7, 2016.
These Master Terms and Conditions, together with any Orders, and any other materials attached or incorporated by reference, constitute the entire agreement between you and Patrol Points, having its current principal place of business at 10 Saint Mary Street, Suite 200, Toronto, ON M4Y 1P9, Canada (“Patrol Points”; “us”; “our”), regarding your access to, and use of, any Services provided by Patrol Points (collectively, the “Agreement”). If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to this Agreement.
You may not access any Services unless, and by accessing the Services you represent and warrant that, you (1) if an individual, are at least 18 years of age, (2) are not in any manner affiliated with a direct competitor of Patrol Points, (3) will not access the Services to monitor their availability, functionality, or for any other benchmarking or competitive purposes, (4) or any entity that you are affiliated with, have not at any time breached a contract with Patrol Points, and (5) accept and agree to be bound by the provisions of this Agreement.
Table of Contents 1. Definitions 2. Subscription 3. Use of Services 4. Fees and Payment 5. Term and Termination 6. Proprietary Rights 7. Confidentiality, Privacy and Publicity 8. Warranties and Disclaimers 9. Indemnification 10. Limitations of Liability 11. General
As used in this Agreement and in any Orders, unless otherwise expressly specified therein:
“Billing Period” means the interval of time for which you are invoiced, as determined by the billing frequency set forth in the applicable Order;
“Content” means the audio and visual information, documents, software, products, services, and other information contained within, or made available to you in the course of using, the Services;
“Customer Email Data” means email contacts, email attachments, and the content of email messages provided, submitted, or made available by you to the Services in the course of using the Services;
“Customer Data” means any data, information or material provided, submitted, or made available by you to the Services in the course of using the Services. If you are subscribed to Patrol Points email Services, Customer Data includes Customer Email Data;
“Effective Date” means the earlier of (1) the date this Agreement is accepted by your clicking the “I Accept” option presented in conjunction with these Terms and Conditions, (2) the date of the applicable Order, or (3) the date you begin using the Services;
“Intellectual Property Rights” means rights in and to inventions (whether or not patentable), patent applications, patents, design rights, rights in and to software code and other works of authorship including copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world;
“Patrol Points Technology” means all of Patrol Points’s proprietary technology (including software, hardware, products, processes, algorithms, user and programming interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), made available to you or otherwise used by Patrol Points in providing the Services;
“Online Order Center” means Patrol Points’s online application that allows the Subscription Administrator designated by you to, among other things, add additional features to the Services;
“Order(s)” means any form evidencing your subscription for the Services that you may submit online or in written form and which is accepted by Patrol Points, specifying, among other things, (1) the number of subscriptions and other Services contracted for, (2) the applicable Fees and other charges, (3) the Billing Period, and (4) other terms and conditions as may be agreed upon between the Parties in writing, each such Order to be incorporated into and to become a part of this Agreement;
“Party” or “Parties” mean(s) either Patrol Points or you, or both, as appropriate;
“Services” means Patrol Points’s online communication and management platform, telecommunications, billing, data analysis, training, custom development, related third-party services, or other services identified on the Order(s) as services to which you will have access during the Subscription Term, accessible via http://www.CondoControlCentral.com or another web site or IP address designated by Patrol Points, and any ancillary service rendered to you by Patrol Points, to which you are being granted access under this Agreement;
“Subscription Administrator(s)” means those Users designated by you who are authorized to purchase subscriptions to use the Services online via the Online Order Center or by executing written Orders, and to create User accounts and otherwise administer your use of the Services;
“Subscription Start Date” means the later of (i) the date of the last signature on an applicable Order, or (ii) the date provided in the Subscription Start Date field in an applicable Order;
“Subscription Term(s)” means the period(s) during which a specified number of Users are permitted to use the Services as set out in the relevant Order(s) made up of an Initial Term and any Renewal;
“User(s)” means your employees, representatives, consultants, contractors, agents, owners, tenants or residents who are authorized to use the Services and have been supplied with individual access credentials by you or by Patrol Points at your request.
2.1 Provision of the Services. The Services are purchased as subscriptions. During the Subscription Term, we will (a) make the Services available to you pursuant to this Agreement and the applicable Orders, and (b) use commercially reasonable efforts to provide the Services for remote electronic access and use by you and your Users.
2.2 Usage Restrictions. You will not, directly or indirectly, (1) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or other underlying Patrol Points Technology; (2) modify, copy, reproduce, display to third parties, translate, or create derivative works based on (i) the Services or (ii) any Patrol Points Technology; (3) rent, lease, distribute, sell, resell, assign, or otherwise purport to transfer rights to the Services or any Patrol Points Technology; (4) use the Services or any Patrol Points Technology for timesharing or service bureau purposes or otherwise for the benefit of any third party; (5) remove any proprietary notices from the Services or any Patrol Points Technology; (6) publish or disclose to third parties any evaluation of the Services or any Patrol Points Technology without Patrol Points’s prior consent, unless you have first provided Patrol Points with notice of your intent to do so; (7) create any link to the Services or frame or mirror any Content contained on, or accessible from, the Services, without Patrol Points’s prior written consent; (8) authorize, permit, or otherwise allow more than the specified number of authorized Buildings on the Order to access the Services; (9) assert, authorize, assist, or encourage any third party to assert, against Patrol Points or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Patrol Points Technology you have used; or (10) use Patrol Points Technology in any manner or for any other purpose other than as expressly permitted by this Agreement.
3. Use of Services.
3.1 Resources. You are responsible for obtaining and maintaining all computer hardware, software, communications equipment, facilities and equipment needed to access the Services, and for paying all third-party access charges (e.g., charges of Internet or telecommunications service providers) incurred in connection with using the Services.
3.2 Your Responsibilities. You are solely responsible for your actions and the actions of your Users (and any of your other employees, agents, owners, tenants or residents) while using the Services and the contents of any Customer Data and other information or materials that may be stored or transmitted through your use of the Services. You agree: (1) to abide by all local, state, national, and international laws and regulations applicable to your use of the Services, including the laws and regulations of any country, and including without limitation all laws regarding the transmission of promotional communications and the collection of personal data by or through the Services; (2) not to upload or distribute in any way files that contain viruses, corrupted files, or any other software code that may damage the operation of the Services or any other computers or facilities; (3) not to interfere with or disrupt networks or facilities used in providing, or that are connected to, the Services; (4) not to post, promote or transmit through the Services any material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (5) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (6) not to interfere with any other customer’s use and enjoyment of the Services or any another person or entity’s use and enjoyment of services provided by Patrol Points or any third party; and (7) to comply with all regulations, policies and procedures of networks connected to the Services. You acknowledge that the laws and regulations governing the use of the Services may change from time to time. You acknowledge and agree that Patrol Points neither endorses the contents of any of its customers’ communications, nor assumes any responsibility for the time, place, manner, or contents of any such communications or Customer Data. You further acknowledge and agree that Patrol Points has the right, but not the obligation, to implement mechanisms to screen, monitor, modify, and remove any Customer Data or other content posted or stored on the Services or transmitted through the Services, at any time, which violates this Agreement, without notice.
3.3 Customer Support. Support Services includes customer support in the form of self-administered help notes at http://support.condocontrolcentral.com. Basic email and telephone support through Patrol Points’s customer service department is available with the purchase of any subscription level.
3.4 Use and Data Limitations. Patrol Points reserves the right to establish, and to update and otherwise modify, limitations upon the use of the Services from time to time upon written notice to you. For example, Patrol Points may implement a maximum amount of memory or other computer storage, a maximum amount of Customer Data that you may store, post or transmit on or through the Services, and limitations on the size, frequency, timing, or other manner of messages transmitted using the Services. You will be responsible for maintaining an archive or back-up copy of all Customer Data and Patrol Points will have no liability for any loss of Customer Data.
3.5 Employment Solicitation. For the duration of this Agreement, and for a period of 3 years following termination of this Agreement, (1) you agree not to solicit the employment of any employee of Patrol Points, and (2) if you are approached by an employee of Patrol Points concerning employment, you agree to notify Patrol Points a least 30 days prior to making an offer of employment to such employee.
3.6 Additional Policies and Guidelines. Certain Services, and certain features or capabilities of some of the Services, may be subject to terms and conditions particular to such Services, features, and capabilities. Any such additional terms and conditions may be set forth in policies, guidelines, and similar documents that may be posted on the Services or otherwise made available to you from time to time. You must comply with any and all such policies and guidelines, all of which are incorporated into this Agreement.
4. Fees and Payment.
4.1 Subscription Fees. You will pay all Fees and other charges described and otherwise referenced in this Agreement (“Fees”), annually in advance upon receipt of invoice. In the event you are unable to pay all Fees annually in advance, you will make arrangements to pay by credit card or pre-authorized bank debit. You are responsible for paying for all subscriptions ordered for the entire Subscription Term, whether or not such subscriptions are actively used. Patrol Points reserves the right to modify its Fees and to introduce new Fees at any time, upon at least 30 days prior notice to you.
4.2 Adding/Transferring Services. A Subscription Administrator may add subscriptions for additional Users by executing an additional written Order. Added subscriptions will be subject to the following: (1) added subscriptions will be coterminous with the then existing Subscription Term; (2) the subscription Fee for the added subscriptions will be the subscription Fee in the applicable Order; and (3) subscriptions added will be charged pro-rata for the days remaining in the Subscription Term in which they are added.
4.3 Billing and Payment. You agree to provide and maintain complete and accurate billing and contact information in the Services. You must provide Patrol Points approved purchase order information, and if paying on a monthly basis, a valid and current credit card, or bank account information (“Payment Source(s)”) as a condition to signing up for and continuation of the Services. You agree to and authorize Patrol Points to invoice or collect payment for all outstanding Fees, on the due date of Fees, from the Payment Sources provided by you. You further agree to consistently maintain a Payment Source or credit balance available to Patrol Points for payment of Fees.
4.4 Billing Errors. You must contact Patrol Points in writing no later than 60 days after the date of the applicable invoice to report a billing error. If an error notice is not received within 60 days of the date of the invoice, you waive any right to an adjustment or credit and agree to pay the amount billed.
4.5 Refund Policy. All transactions between you and Patrol Points are final. Patrol Points does not issue refunds for transactions or Services that have been pre-paid.
4.6 Taxes. All Fees are exclusive of applicable state, federal, national, withholding and HST, and applicable customs duties or tariffs (collectively “Taxes”). You will be responsible for the payment of all Taxes applicable to the Services provided under this Agreement, except for taxes based on Patrol Points’s income, property and employees. If Patrol Points has the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount will be invoiced to you for payment, unless you provide to Patrol Points a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Term and Termination.
5.1 Term. These Patrol Points Master Terms and Conditions commence on the Effective Date and continue until all User subscriptions granted in accordance with this Agreement have expired or been terminated. User subscriptions commence on the Subscription Start Date and continue for the Subscription Term specified therein.
5.2 Termination or Suspension for Cause. Any breach of your obligations under this Agreement will be deemed a material breach of this Agreement. Patrol Points, in its sole discretion, may terminate, suspend, or otherwise restrict your password, account or use of the Services if you breach or otherwise fail to comply with any of your covenants, representations, or warranties in this Agreement. Where the breach is for non-payment, you shall have ten (10) days following receipt of written notice by Patrol Points to cure the breach for past due amounts owing before Patrol Points may terminate the Agreement. You will continue to be charged for User subscriptions during any period of suspension or while your account is otherwise limited or restricted. Upon termination of this Agreement for cause, if you have not paid all Fees for the then-current Subscription Term, you agree to pay the sum of any unbilled Fees from the then-current Subscription Term, in addition to any unpaid balances at the time of termination of this Agreement. Patrol Points reserves the right to impose a reconnection Fee in the event that your account is suspended.
5.3 Customer Data. Patrol Points will retain Customer Data for a period of 30 days after expiration or termination of this Agreement. You may request that Patrol Points conduct an export of Customer Data, and Patrol Points agrees to provide such Services at its then current rates on a time and materials basis. You agree and acknowledge that Patrol Points has no obligation to retain the Customer Data for longer than 30 days after termination or expiration of this Agreement.
5.4 Effect of Termination. Section 2.2 (Usage Restrictions),Section 4 (Fees and Payment), Section 5.4 (Effect of Termination), Section 6 (Proprietary Rights), Section 7 (Confidentiality, Privacy, and Publicity), Section 8.2 (Warranty Disclaimer), Section 9 (Indemnification), Section 10 (Limitation of Liability), and Section 11 (General) will survive any termination or expiration of this Agreement. In no event will any termination or expiration of this Agreement relieve you of any obligations or liability accrued prior to termination including, without limitation, the obligation to pay any Fees payable to Patrol Points.
6. Proprietary Rights.
6.1 Intellectual Property Ownership. Patrol Points (and its licensors, where applicable) will exclusively own all right, title and interest, including all related Intellectual Property Rights, in and to the Services, the Patrol Points Technology, and any modifications thereto or derivative works thereof. Further, Patrol Points will exclusively own any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Services or Patrol Points Technology (the “Feedback”). You hereby assign, and agree to assign, any and all right, title, and interest, including all related Intellectual Property Rights, in and to the Feedback and any modifications to, or derivative works of, the Services and the Patrol Points Technology. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the Patrol Points Technology or the Intellectual Property Rights owned by Patrol Points or its licensors, where applicable. The Patrol Points name, the Patrol Points logo, and the product names associated with the Services are trademarks of Patrol Points or third parties, and no right or license is granted to use them. Other trademarks, logos, and trade names that may appear on the Services are the property of their respective owners. Patrol Points reserves to itself all rights in and to the Services and Patrol Points Technology not expressly granted to you in accordance with this Agreement.
6.2 Customer Data and Account Information.
You will retain all ownership of Customer Data that you submit to the Services in the course of this Agreement. You, not Patrol Points, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use all Customer Data. You will ensure that you and Patrol Points have the right to use Customer Data as contemplated by this Agreement, and you hereby grant, and agree to grant, Patrol Points the right to use all Customer Data for the purposes set forth in this Agreement. Patrol Points will take commercially reasonable measures to protect Customer Data on the Services. However, Patrol Points is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Customer Data. Except as permitted in this Agreement, Patrol Points will not willfully (1) edit or delete Customer Data unless (a) authorized by you, (b) Patrol Points is required to do so by law, or (c) in the good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on Patrol Points, (ii) protect and defend the rights or property of Patrol Points, or (iii) enforce this Agreement; or (2) disclose Customer Data unless (a) authorized by you, (b) Patrol Points is required to do so by law, or (c) in the good faith belief that such action is necessary to conform with applicable laws or comply with legal process served on Patrol Points. You grant to Patrol Points an irrevocable, non-exclusive, royalty-free, fully paid up, perpetual, worldwide license, with the right to sublicense, use, reproduce, publish, distribute, perform, anonymize, and display Customer Data and User statistical information such as usage, traffic patterns, or User activities; provided that such Customer Data will be (a) de-identified such that no person or entity (including but not limited to Customer) can be identified, and (B) combined with the data of other customers or additional data sources (“Anonymized Data”). Patrol Points may access Customer Data to service or respond to technical issues with the Services.
7. Confidentiality, Privacy and Publicity.
7.1 Confidentiality. “Confidential Information” means any information that relates to the actual or anticipated business, research, or development of Patrol Points and any proprietary information, trade secrets, and know-how of Patrol Points that is disclosed to you by Patrol Points, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information, along with information received from third parties for which Patrol Points has confidentiality obligations. As between you and Patrol Points, Confidential Information is the sole property of Patrol Points. Confidential Information does not include any information that: (1) was publicly known and made generally available in the public domain prior to the time Patrol Points disclosed the information to you, (2) became publicly known and made generally available, after disclosure to you by Patrol Points, through no wrongful action or inaction of you or others who were under confidentiality obligations, or (3) was in your possession, without confidentiality restrictions, at the time of disclosure by Patrol Points, as shown by your files and records. You will not disclose any Confidential Information to any third party or use the Confidential Information for any purpose other than use and receipt of the Services in accordance with this Agreement. You will take all reasonable precautions to prevent any unauthorized disclosure of all Confidential Information.
(2) Passwords. Patrol Points will issue to you, or shall authorize a Subscription Administrator to issue, a password for each User authorized to use your account. You and your Users must maintain the confidentiality of all passwords and ensure that each password is used only by the unique authorized User to whom such password is assigned. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify Patrol Points of any unauthorized use of your account (including any unauthorized use of any password of any User accessing the Services by means of your account) or any other breach of security known to you. Patrol Points will have no liability for any loss or damage arising from your failure to comply with these requirements.
(3) Security. Patrol Points will maintain the Patrol Points Technology used to provide the Services at third party colocation, hosting, and telecommunication facilities, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Services. You acknowledge that, notwithstanding such security precautions, unauthorized third parties may gain access to the Services and to any or all Customer Data. Accordingly, Patrol Points cannot and does not guarantee the privacy, security, or integrity of any Customer Data or of any other data transmitted by or through the Services.
7.3 Publicity. Patrol Points may use your name and logo as part of a list of customers and may refer to you as a user of its Services in its advertising and marketing activities. Each Party shall obtain the other Party’s permission prior to using the other Party’s name, logos, or other trademarks for any other marketing or promotional purposes. The Parties agree that any press release or other public comments issued by either Party relating to this Agreement (including, without limitation, any dispute under this Agreement), or your subscription to or use of the Services, will be prepared jointly between Patrol Points and you and will be issued only upon mutual agreement of the Parties.
8. Warranties and Disclaimers.
8.1. Mutual Warranties. Each Party represents and warrants that (1) it has the legal right, power and authority to enter into this Agreement and to perform all of its obligations under this Agreement, and (2) its entrance into this Agreement does not violate any agreement between such Party and any third party.
8.2 Warranty Disclaimer. Patrol Points AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. Patrol Points AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (1) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, (2) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) ANY STORED CUSTOMER DATA WILL BE SECURE, COMPLETE, TIMELY, ACCURATE OR RELIABLE, (4) THE QUALITY OF THE SERVICES OR ANY OTHER INFORMATION, ITEMS, OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (5) ERRORS OR DEFECTS WILL BE CORRECTED, OR (6) THE SERVICES, THE CONTENT, OR THE EQUIPMENT OR FACILITIES USED TO MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES ARE 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 Patrol Points AND ITS LICENSORS. NO ADVICE, INFORMATION OR ACTION FROM Patrol Points OR ANY OTHER SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.3 Communications Delays and Outages. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, OUTAGES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELEPHONY, AND ELECTRONIC COMMUNICATIONS. Patrol Points IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
You, including any of your parent organizations, subsidiaries, and other affiliates, will indemnify and hold harmless (and, if requested by Patrol Points, defend) Patrol Points, its parent organizations, subsidiaries, other corporate affiliates, and licensors, and their respective officers, directors, employees, attorneys and agents, 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: (1) your use of the Services; (2) any claim alleging that transmission, storage, or other use of Customer Data infringes the rights of, or has caused harm to, a third party; or (3) a claim alleging or based upon any facts that, if true, would constitute a violation by you of any of your covenants, representations, or warranties in this Agreement. If Patrol Points requests that you defend Patrol Points, Patrol Points will (1) give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Patrol Points of all liability and such settlement does not affect Patrol Points’s business, the Services, or any of its other products or services); and (2) provide reasonable information and assistance in connection with the defense and settlement of the claim.
10. Limitations of Liability.
10.1 Limitation of Liability. IN NO EVENT WILL Patrol Points’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE) EXCEED THE TOTAL SUBSCRIPTION FEES PAID TO Patrol Points BY YOU FOR THE THREE-MONTH PERIOD IN WHICH THE CAUSE OF ACTION OCCURRED.
10.2 Disclaimer of Consequential and other Indirect Damages. IN NO EVENT WILL Patrol Points BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF CUSTOMER DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF Patrol Points HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY Patrol Points TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
11.1 Notices. All notices required under this Agreement will be in writing and sent to the addresses specified in this Agreement and will be sent by Certified Mail, Return Receipt Requested, or by express courier service, having trackable service, and with signature required by the receiving Party. Notwithstanding the foregoing, you acknowledge and agree that Patrol Points may provide you with notices, including but not limited to those regarding changes to this Agreement, by email, regular mail, or postings on the Services. Any such notices will be deemed given the day they are displayed on the Services.
11.2 Entire Agreement. This Agreement, including all corresponding Orders and exhibits where applicable, contain the entire agreement of the Parties and supersedes any and all prior and contemporaneous agreements with respect to the subject matter hereof, whether orally or in writing. This Agreement supersedes any terms printed on your purchase order or other communications. In the event of any conflict between these Master Terms and Conditions and the terms of the Order, the terms of the Order will govern, but solely to the extent of the conflict.
11.3 Assignment. This Agreement will be binding on and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement, whether voluntarily or by operation of law, without Patrol Points’s prior written consent. Any attempted assignment without Patrol Points’s written consent shall be null and void. Patrol Points may assign this Agreement to any parent, subsidiary or affiliate and to any successor to its business, whether by merger, sale of assets, or otherwise. Patrol Points also may, in its discretion, subcontract and otherwise delegate any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.
11.4 Relationship of the Parties. The Parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an employment agency, joint venture, or partnership relationship.
11.5 Injunctive Relief. Actual or threatened breach of Section 2 (Use of Services), Section 3 (Use of Services), Section 6 (Proprietary Rights), or Section 7 (Confidentiality, Privacy, and Publicity) may cause immediate, irreparable harm that would be difficult to calculate and could not be remedied by payment of damages alone. Accordingly, Patrol Points will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
11.6 Governing Law & Venue. This Agreement and any disputes arising hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Ontario, without regard to its conflict of laws principles. Any dispute under this Agreement shall be brought exclusively in the provincial and federal courts within the Province of Ontario. Each Party hereby irrevocably consents and submits to the exclusive jurisdiction of such courts. Each Party specifically waives any right to trial by jury in any court in connection with any action or litigation. Any cause of action arising out of or related to this Agreement must be brought within one (1) year after the cause of action arose; otherwise, such cause of action will be permanently barred.
11.7 No Third-Party Beneficiaries. This Agreement is made for the benefit of Patrol Points and you, and not for the benefit of any third parties. No other person or entity will be a third-party beneficiary to this Agreement.
11.8 Export Controls. Each Party will comply with the export laws and regulations of Canada and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (1) each Party represents that it is not named on any government list of persons or entities prohibited from receiving exports, and (2) you shall not permit any Users to access or use any Services in violation of any export embargo, prohibition, or restriction.
11.9 Headings. The headings in this Agreement are for reference only and will not limit or otherwise affect the meaning of any provisions of this Agreement.
11.10 No Waiver. No failure to exercise or enforce any right or provision of this Agreement, nor any waiver of any default or breach of this Agreement by either Party will be deemed to imply or constitute a waiver of any other default or breach of this Agreement by either Party, whether of a similar nature or otherwise.
11.11 Severability. In the event that one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the enforceability of remaining provisions will be unimpaired.
11.12 Modification to Terms. Patrol Points reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective only upon Patrol Points posting an updated version of this Agreement on the Services. Continued use of the Services after any such changes shall constitute your consent to such changes.
11.13 Subsequent Agreements. In order to be effective, all terms and conditions of subsequent agreements related to any subject matter in this Agreement must be agreed upon in writing and signed by both Parties.
11.14 Force Majeure. Neither Party will be in default of any obligation under this Agreement (other than payment obligations) to the extent that its failure to perform is caused solely by conditions beyond that Party’s reasonable control, such as acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements that prevent or prohibit Patrol Points from providing Services.