Aimsio Service Agreement

Aimsio Service Agreement

This service agreement (the “Agreement”) is a contract between Aimsio (“Service Provider”) and you ( “Customer”). It exists to ensure that both Parties understand what we will provide, and perhaps more importantly, what we won’t provide. In addition, it will help us work together in a productive way. By using our product and/or services, you are agreeing to these terms.

Schedule “A” to Aimsio service agreement

  1. Definitions
  2. Aimsio Saas Services
  3. Professional Services
  4. Ownership; Reservation of Rights
  5. Privacy
  6. Customer User Account
  7. Support
  8. Fees and Payment
  9. Confidential Information
  10. Warranty; Disclaimer; Indemnity
  11. Limitation of Liabilities
  12. Term and Termination
  13. General Provisions
  14. Apple App Store Additional License Terms
  15. attachment 1

1. Definitions

  1. “Aimsio SaaS Services” means online, web-based services through which Aimsio hosts and makes available the Aimsio solution. The term “Aimsio SaaS Services” includes the Aimsio Software and Technical Support Services, but does not include Professional Services.
  2. “Aimsio Services” means the Aimsio SaaS Services and the Professional Services, collectively, and any part thereof.
  3. “Aimsio Software” means Aimsio’s software product made available under the name “Aimsio”, and any updates provided as part of the Aimsio SaaS Services.
  4. “Customer Data” means any data, information, content, records, and files that Customer (or any of its Permitted Users) loads, receives through, transmits to or enters into the Aimsio SaaS Services.
  5. “Fees” has the meaning set out in Section 7.
  6. “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Agreement.
  7. “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
  8. “SOW” has the meaning ascribed to it in Section 3.
  9. “Permitted User” means those employees and independent contractors authorized by Customer on Customer’s behalf in accordance with Section 5 to access and use the Aimsio SaaS Services in accordance with this Agreement.
  10. “Personal Information” means information about an identifiable individual.
  11. “Post-Term Period” has the meaning ascribed to it in Section 12(d).
  12. “Professional Services” has the meaning ascribed to it in Section 3.
  13. “Project Charter” means the project charter provided to Customer by Aimsio and all documents attached thereto.
  14. “Technical Support Services” means the support services described in Section 7.
  15. “Term” has the meaning set out in the Project Charter.
  16. “Website” means any websites used by Aimsio to provide the Aimsio SaaS Services, including the websites located at https://www.aimsio.com, https://portal.aimsio.com, and https://sandbox.aimsio.com.
  17. “Usage Data” has the meaning ascribed to it in Section 2(e).

2. Aimsio SaaS Services

  1. Provisioning of the Aimsio SaaS Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Aimsio will make the Aimsio SaaS Services available to Customer on the terms and conditions set out in this Agreement. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ compliance with this Agreement.
  2. Restrictions on Use. Customer must not itself, and will not permit others to:

    1. sub-license, sell, rent, lend, lease or distribute the Aimsio SaaS Services or any intellectual property rights therein or otherwise make the Aimsio SaaS Services available to others;
    2. use the Aimsio SaaS Services to permit timesharing, service bureau use or commercially exploit the Aimsio SaaS Services;
    3. use or access the Aimsio SaaS Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Aimsio SaaS Services, or for any purpose or in any manner not expressly permitted in this Agreement;
    4. use the Aimsio SaaS Services to create, collect, transmit, store, use or process any Customer Data:
      1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      2. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
      3. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
    5. Modify the Aimsio SaaS Services;
    6. reverse engineer, de-compile or disassemble the Aimsio SaaS Services;
    7. remove or obscure any proprietary notices or labels on the Aimsio SaaS Services, including brand, copyright, trademark and patent or patent pending notices;
    8. access or use the Aimsio SaaS Services for the purpose of building a similar or competitive product or service; or
    9. perform any vulnerability, penetration or similar testing of the Aimsio SaaS Services.
  3. Suspension of Access; Scheduled Downtime; Modifications. Aimsio may, at its discretion:
    1. suspend Customer’s access to or use of the Aimsio SaaS Services or any component thereof:
      1. for scheduled maintenance;
      2. if Customer or any Permitted User violates any provision of this Agreement; or
      3. to address any emergency security concerns; and
    2. Modify the Aimsio SaaS Services.

    Customer is required to accept all patches, bug fixes and updates made by or on behalf of Aimsio to the Aimsio SaaS Services.

  4. Licensed Third Party Technology. The Aimsio SaaS Services may contain or require the use of Licensed Third Party Technology. Customer will accept and comply with the license terms applicable to Licensed Third Party Technology. Except for Licensed Third Party Technology expressly identified in this Agreement as provided by Aimsio, Customer is responsible for separately obtaining or licensing such technology. Aimsio reserves the right to modify the functionality of the Aimsio SaaS Services if Licensed Third Party Technology is no longer available on reasonable terms.
  5. Control Software and Analytics Tools. The Aimsio SaaS Services also include control software that regularly transmits certain usage data, including but not limited to, licensing, system and service performance data, to Aimsio to verify compliance with the terms of this Agreement and to improve Aimsio’s products and services. Customer hereby authorizes Aimsio to use such control software. Control software does not collect or access any Customer Data. Customer acknowledges that Aimsio may use third party web analytics tools (such as Google Analytics) that serve cookies or similar tracking technologies through the Aimsio SaaS Services, on end user devices, to collect diagnostic and usage related information (“Usage Data”). Customer will take such measures as are necessary to inform its Permitted Users about Aimsio’s use of such web analytics tools in connection with the Aimsio SaaS Services. Customer hereby provides its consent to Aimsio to use cookies or tracking technologies served by those web analytics tools, in a manner that is consistent with industry practice.

3. Professional Services

  1. Any implementation preparation, integration, training, configuration, customization, testing or other implementation or consulting services to be performed by Aimsio (the “Professional Services”) will be performed at Aimsio’s standard fees and charges pursuant to the Project Charter, or a statement of work to be agreed by the Parties (a “SOW”). The Project Charter and each SOW, once executed by the parties, will be subject to and form a part of this Agreement. Customer acknowledges and agrees that Aimsio’s ability to perform the Professional Services is dependent upon Customer’s timely performance of Customer’s obligations or dependencies, including those described in Attachment 1, the Project Charter and SOWs. General assumptions regarding the Professional Services are also set out in Attachment 1.
  2. In performing services under a Project Charter or SOW, Aimsio will rely upon any instructions, authorizations, approvals, or other information provided by Customer. Aimsio may engage subcontractors to provide the Aimsio Services, provided that Aimsio remains responsible for the performance of the Aimsio Services.

4. Ownership; Reservation of Rights

  1. Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Aimsio a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Aimsio Services. Aimsio may collect and analyze data and other information (including, without limitation, Usage Data) relating to the provision, use and performance of the Aimsio Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Aimsio may: (i) use such data and information to improve and enhance the Aimsio Services and for other development, diagnostic and corrective purposes in connection with the Aimsio Services and other Aimsio offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
  2. Aimsio or its licensors retain all ownership and intellectual property rights in and to: (i) the Aimsio Services; (ii) anything developed or delivered by or on behalf of Aimsio under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
  3. All rights not expressly granted by Aimsio to Customer under this Agreement are reserved.

5. Privacy

Customer agrees (on Customer’s behalf and on behalf of each Permitted User) to Aimsio’s access, use, collection, storage and disclosure of Customer’s and each Permitted User’s Personal Information for the purposes authorized under this Agreement. Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Aimsio’s privacy policy (the “Privacy Policy”).

6. Customer User Account

Upon Customer’s request, Aimsio will issue an administrator account (a “Customer User Account”) to Customer through which Customer may create user accounts for individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Aimsio SaaS Services (each, a “Permitted User”). Customer will ensure that Permitted Users only use the Aimsio Software or Aimsio SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Aimsio of any actual or suspected unauthorized use of the Aimsio Software or Aimsio SaaS Services. Aimsio reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.

7. Support

Aimsio uses service availability monitoring equipment to monitor the Aimsio SaaS Services on a 24 hours a day, 365 days a year basis. Customer will generally have access to Aimsio’s technical support from 8 AM to 5 PM MST each business day (excluding statutory and civic holidays observed in Alberta, Calgary): (i) via telephone at 1-888-850-0059; and (ii) via email at support@aimsio.com. Customer agrees to make requests for support through a designated Customer personnel who has full working knowledge of the Aimsio SaaS Services and all customized workflows related to the Customer and an understanding of basic troubleshooting practices for the Aimsio SaaS services. Customer will consult the documentation and trouble-shooting information made available by Aimsio (including on the Website) prior to contacting Aimsio for support. Aimsio reserves the right to limit Customer’s access to support if Customer does not comply with these terms or uses an excessive amount of support.

8. Fees and Payment

  1. Fees. Customer will pay to Aimsio the Subscription Fees, the Set-up Fees and such other fees and expenses payable by Customer from time to time in accordance with this Agreement (the “Fees”). If Customer’s use of the Aimsio SaaS Services requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such fees and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted, all Fees are identified in currency outlined in Project Charter and are payable in advance.
  2. Acceptable Forms of Payment. Customer may pay Fees by way of: EFT – Electronic Funds Transfer, PAD – Pre-Authorized Debit, or Credit Card – see Section 8(i)
  3. Changes to the Fees. Aimsio reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 90 days’ prior notice to Customer.
  4. Invoicing. Aimsio will prepare and send to the Customer, at the then-current contact information on file with Aimsio, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts on, or before, the invoice date.
  5. Disputed Invoices or Charges. If Customer believes Aimsio has charged or invoiced Customer incorrectly, Customer must contact Aimsio no later than 45 days after having been charged by Aimsio or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
  6. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Aimsio reserves the right to suspend Customer’s access to the Aimsio SaaS Services and any delivery of Professional Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
  7. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Aimsio.
  8. Suspension. Any suspension of the Aimsio Services by Aimsio pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
  9. Third Party Payment Processors. Customer may elect to pay the Fees by providing a valid credit or debit card to Aimsio’s third party payment processor. By using the Aimsio Services, Customer authorizes Aimsio’s third party payment processor to post a pre-authorized charge for the Fees and to charge Customer’s credit or debit card for the Fees. The Fees do not include any payment processing fees assessed by Aimsio’s third party payment processors for which Customer will be solely responsible. By using the Aimsio Services, Customer authorizes Aimsio’s third party payment processors to deduct and send directly to Aimsio any amounts owed to Aimsio pursuant to this Agreement. Third party payment processors are not subcontractors or agents of Aimsio and any disputes between Customer and a third party processor regarding any payments or lack thereof are between Customer and the third party payment processor. Aimsio and its third party payment processors are not responsible for the transmission or processing of any payments Customer makes pursuant to its use of the Aimsio Services. Customer’s use of the payment services provided by Aimsio’s third party payment processors may be subject to additional terms.

9. Confidential Information

  1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
  2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
  3. Exceptions to Confidentiality. Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Aimsio, to potential assignees, acquirers or successors of Aimsio if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Aimsio.
  4. Deletion of Confidential Information. Subject to Aimsio’s retention of Customer Data for the period specified in Section 12(d), within 30 days of the expiration or termination of this Agreement, the Recipient will return or destroy the Discloser’s Confidential Information; provided, however, that the Recipient may retain archival copies of the Confidential Information of the Discloser solely for legal, regulatory or compliance purposes, in which case the requirements of this Section will continue to apply to such Confidential Information.

10. Warranty; Disclaimer; Indemnity

  1. Customer Warranty. Customer represents and warrants to, and covenants with Aimsio that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Aimsio to provide the Aimsio SaaS Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Aimsio and to or from all applicable third parties.
  2. GENERAL DISCLAIMER. AIMSIO DOES NOT WARRANT THAT THE AIMSIO SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AIMSIO SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE AIMSIO SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY AIMSIO TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

    TO THE EXTENT PERMITTED BY APPLICABLE LAW, AIMSIO HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AIMSIO EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE AIMSIO SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
  3. Indemnity. Customer will defend, indemnify and hold harmless Aimsio, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Permitted Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (iii) use of the Aimsio Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Aimsio in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Aimsio.

11. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

  1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF AIMSIO IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE AIMSIO SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL AIMSIO’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
  2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL AIMSIO BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

12. Term and Termination

  1. Term. This Agreement will commence on the Effective Date, outlined in the Project Charter, and continue to be in effect for the Term. The Term will automatically renew for successive one year terms unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term.
  2. Termination for Convenience. Either Party may terminate this Agreement at any time by providing advance written notice of not less than 30 days to the other Party. If Customer terminates this Agreement for convenience, Customer will promptly pay to Service Provider an amount equal to 50% of the total Fees remaining in the then-current Term (only applied to customers under monthly subscription and not annual pre-pay) as of the effective date of termination.
  3. Termination for Cause.Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach.
  4. Post-Termination Obligations.Except as provided in this Section, Customer will no longer have rights to access or use the Aimsio Services upon termination of this Agreement. If this Agreement was not terminated due to a material breach by Customer then upon written request by Customer made within 90 days of the effective date of expiration or termination of the Agreement (the “Post-Term Period”), Aimsio agrees to make available to Customer a copy of Customer’s previous production environment and grant the Customer limited access to the Aimsio SaaS Services for the sole purpose of permitting Customer to retrieve Customer Data, provided that Customer has paid in full all good faith undisputed amounts owed to Aimsio. Upon expiration of the Post-Term Period, Aimsio will have no further obligation to maintain for or provide to Customer any of the Customer Data and may thereafter delete all Customer Data in its systems or otherwise in its possession or under its control.
  5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 4 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(e) (Survival), and Section 13 (General Provisions).

13. General Provisions

  1. Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Aimsio, to the following address:

    Aimsio, #600 441 5th Avenue SW, Calgary, Alberta, Canada T2P 2V1

    Attention: Afshin Esmaeili

    Email: notice@aimsio.com

    and (ii) if to Customer, to the current postal or email address that Aimsio has on file with respect to Customer. Aimsio may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Aimsio current at all times during the Term.
  2. Assignment. Customer will not assign this Agreement to any third party without Aimsio’s prior written consent. Aimsio may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
  3. Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Calgary, Alberta, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Aimsio from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
  4. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Aimsio SaaS Services.
  5. Construction.Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Aimsio in this Agreement means the right of Aimsio to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
  6. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Aimsio’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Aimsio’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.
  7. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
  8. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  9. Independent Contractors.Aimsio’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
  10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
  11. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
  12. Technical Safeguards. Aimsio maintains appropriate technical, physical and administrative safeguards to protect against unauthorized destruction, loss, alteration or disclosure of the Customer Data.
  13. Priority of Documents. In the event of any conflict or inconsistency between the provisions of this service agreement and a Project Charter or SOW, then unless the parties expressly agree otherwise, the provisions of this service agreement will have priority, to the extent of such conflict or inconsistency.
  14. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

14. Apple App Store Additional License Terms

If the Application is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of this Terms of Use:

The parties acknowledge this Terms of Use is concluded between you and us, and not with Apple. The responsibility for the Application and content thereof is governed by this Terms of Use.

Notwithstanding anything else in this Terms of Use, you may use the Application only on an iPhone, iPad, iPod touch or other Apple devices that you own or control.

You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Application.

In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Terms of Use.

Any claim in connection with the Application related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation is governed by this Terms of Use, and Apple is not responsible for such claim.

Any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights will be governed by this Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.

You may contact us in writing regarding any notices, questions, complaints, or claims with respect to the Application.

Name: Afshin Esmaeili

Address: #600 441 5th Avenue SW, Calgary, Alberta, Canada T2P 2V1

Telephone: 1-888-850-0059

Email Address: notice@aimsio.com

Apple is a third party beneficiary to this Terms of Use and may enforce this Terms of Use against you.

If any of the terms and conditions in this Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement or the App Store Terms of Service as of the Effective Date, the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

Attachment 1

Assumptions; Customer Responsibilities

  1. Should Aimsio need to travel to Customer’s facility in order to render services pursuant to a Project Charter or any custom development work, Customer agrees to provide access to Customer’s facilities during Customer’s normal business hours and otherwise as reasonably requested by Aimsio to enable Aimsio to render the services. Customer also agrees to provide Aimsio with equipment and office support (including, but not limited to broadband or digital phone lines for Internet access, phone lines for long distance and local calls related to the provision of services, photocopying equipment, and the like), and an adequate environment where Aimsio representatives can conduct work and meet with Customer personnel and/or other Aimsio representatives as necessary.
  2. Customer will provide all information required for Aimsio to successfully render the services pursuant to this Agreement and shall ensure that such information is accurate in all material respects. Customer acknowledges and agrees that its failure to meet any of its obligations under this Agreement can result in delays in Aimsio’s provision of its deliverables under this Agreement.
  3. Customer shall ensure Aimsio has timely and reasonable access, including logins and security clearance, to all required servers and will provide VPN access to all appropriate environments for Aimsio.
  4. Customer software required in this project will be properly configured by Customer employees in accordance with the requirements of the project before the project commences. Customer will provide access with proper licenses to all necessary tools and third party products required for Aimsio to complete assigned tasks.
  5. Unless otherwise agreed to in writing, Customer is responsible for (a) any data and the content of any database Customer makes available to Aimsio in connection with a service provided, (b) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data, and (c) backup and recovery of the database and any stored data.
  6. Customer will provide feedback and approval (where required) on all deliverables submitted within 3 days of submission.
  7. Customer will provide resources to extract data from the legacy system(s) into staging tables for data migration purposes.
  8. Customer is responsible for preparing and consolidating all data prior to data load including: (a) Extracting, normalizing, cleansing, de-duping, and/or merging records for all source data as appropriate; (b) Ensuring that appropriate records have unique identifiers, and that appropriate associations exist between record types in order to prefer relationships between them; (c) Validation of data import including verification of row counts, field-level accuracy, relationship links and other applicable data integrity factors; and (d) Provide necessary infrastructure to perform data migration activities.
  9. If any of the assumptions set out herein are not true there may be an impact to the delivery schedule or to fees payable under this Agreement.