©2018 by CPG Incorporate

These terms govern your use of the products and services in your order form. “We”, “our” and “CPG” means CP Group Canada Mobile Inc. identified in the order form and, where applicable, its affiliates; “you” and “your” means the client, customer or subscriber identified in the order form. Your order form identifies the products and services, the quantities, charges and other details of your order. The order form also refers to and incorporates documents, which may apply to the products, or services you selected. The order form, applicable incorporated documents and these terms constitute the complete agreement (the “Agreement”) and supersede any prior and contemporaneous discussions, agreements or representations and warranties regarding your order. Other terms and conditions you incorporate in any purchase order or otherwise are not part of the Agreement and do not apply.

OUR PRODUCTS & SERVICES

Limited License - Together with our licensors, we own and retain ownership of all rights of whatever nature in and to our products, services, and data (whether tangible or intangible). You may access, view, install, use, copy, modify and distribute our property only as expressly specified in the Agreement and each of us shall at all times act in accordance with applicable laws, including export controls and economic sanctions that apply to us in connection with the Agreement.

​Updates - Our products and services change from time to time, but we will not change the fundamental nature of our products and services unless the change is the result of the modification or termination of an agreement with a third party provider or as required to comply with any law.

Unauthorized Technology -. Unless previously authorized by CPG, you must not (i) run or install any computer software or hardware on our products, services or network; use any technology to automatically download, mine, scrape or index our data; or (iii) automatically connect (whether through APIs or otherwise) our data to other data, software, services or networks. Neither of us will knowingly introduce any malicious software or technologies into any products, services or networks.

Usage Information - We may collect information related to your use of our products, services and data. Some of this information may constitute personal information as defined under applicable privacy laws. We may use this information to test, develop and improve our products and services and to protect and enforce our rights under the Agreement, and we may pass this information to our third party providers for the same purposes.

Third Party Providers - Our products and services may include data and software from third parties. Some third party providers require CPG to pass additional terms through to you. The third party providers change their terms occasionally and we might add new third party providers from time to time. You agree to comply with all applicable third party terms. Our software by necessity interfaces with the products and services of others just as does yours.

Third Party Supplemental Software - You may he required to license third party software to operate some of our products and services. Additional terms may apply to the third party software.

Limitations - Unless expressly permitted in the Agreement, you may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer our property in whole or in part, or as a component of any other product, service or material; (ii) use our property or our third party providers’ property to create any derivative works or competitive products; or (iii) allow any third parties to access, use or benefit from our property in any way. Exercising legal rights that cannot he limited by agreement is not precluded. Except as expressly set forth in this Agreement we retain all rights and you have no rights in or to our products, services and data except as permitted by the Agreement.

 

Services - We will provide the services using reasonable skill and care. The ordering document or a statement of work describes the services applicable to your order.

Security - We will use and will require any third party data processors to use industry standard organizational, administrative, physical and technical safeguards to protect your information. We will inform you in accordance with applicable law we become aware of any unauthorized third party access to any content supplied by you. We will use reasonable efforts to remedy any identified security vulnerabilities.

License - In the ordinary course of your business and for your internal business purposes only, you may use our kiosk video services to assist in the training of your workers at the place of the work for the performance of their work.

Enhancements – Your license extends to include updates (bug fixes, patches, maintenance releases), and upgrades (releases or versions that include new features or additional functionality) or APIs that we make available to enhance the usefulness of our kiosk video services. Your order form details your permitted installations, users, locations, the specified operating environment and other permissions.

Delivery - We deliver our hosted software by providing you with online access to it. When you access our hosted software, you are accepting it for use in accordance with the Agreement. You may use our hosted software only for your own internal business purposes.

CHARGES

Payment and Taxes - You must pay our charges within 30 days of the date of invoice in the currency stated on your order form. If you are a nongovernment subscriber and you fail to pay your invoiced charges, you are responsible for collection costs including legal fees. You must also pay applicable taxes and duties, other than taxes on our income, in addition to the price quoted unless you provide valid proof that you are exempt. Invoice disputes must he notified within 15 days of the date of the invoice.

PRIVACY & CONFIDENTIALITY

Privacy - Each of us will at all times process and disclose personally identifiable information received as a result of this Agreement in accordance with applicable law. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect the unauthorized or unlawful destruction, loss, alteration, disclosure or access to personally identifiable information. You acknowledge and agree to the transfer and processing of personally identifiable information in the geographical regions necessary for CPG to fulfill our obligations. If you are located in the UK or the EEA you are the data controller and we are the data processor for any personally identifiable information you transfer to CPG, and you must transfer that information in accordance with applicable laws. Personally identifiable information includes any information relating to an identified living natural person or a living natural person who can he identified directly or indirectly by means reasonably likely to he used by the controller of the information, or any other natural or legal person.

Confidentiality – With regard to confidential information received from each other, CPG and you will not disclose it to anyone else except to the extent required by law or as permitted under the Agreement. If a court or government agency orders either of us to disclose the confidential information of the other, the one ordered will promptly notified the other so that other may obtain an appropriate protective order or other remedy unless the court or government agency prohibits prior notification. This paragraph shall survive three (3) years after the termination of the Agreement or until the information is no longer deemed confidential under applicable law, whichever occurs first.

YOUR RESPONSIBILITIES

Your Responsibilities - You are responsible for (i) complying with this Agreement; (ii) proper use of our products and services in accordance with all usage instructions; and (iii) adhering to the minimum recommended technical requirements.

 

TERM and TERMINATION

Term - The term and any renewal terms for the products and services are described in your order form. If not otherwise stated in the order form, the Agreement will automatically renew annually unless either of us gives the other at least 30 days advanced written notice before the end of the then current term.

Suspension - We may on notice terminate, suspend or limit your use of any portion or all of our products, services or other property if (i) requested to do so by a third party provider, court or regulator; (ii) you become or are reasonably likely to become insolvent or affiliated with one of our competitors; or (iii) there has been or it is reasonably likely that there will he: a breach of security; a breach of your obligations under the Agreement or another agreement between us; a breach of our agreement with a third party provider; or a violation of third party rights or applicable laws. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination suspension or limitation is reasonably capable of cure, we will inform you of the actions you must take to reinstate the product or service. If you do not take the actions or the cause cannot he remedied within 30 days, we may suspend, limit or terminate the Agreement in whole or in part. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction.

Termination - We may terminate all or part of the Agreement in relation to a product or service that we intend to discontinue. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and fails to cure the material breach within 30 days after notification of the other party to do so. Any failure to fully pay any amount when due under this Agreement is a material breach for this purpose. Unless we terminate for breach or insolvency, pre-paid charges will he refunded on a pro-rated basis. If, as the result of a modification or termination of an agreement with a third party provider, we fundamentally change a product or service to your detriment, you may terminate the Agreement (in whole or with respect to the affected product or service) upon 30 days’ advance written notice.

Effect of Termination - Except to the extent we agreed otherwise, upon termination, all your usage rights end immediately. Termination of the Agreement will not (i) relieve you of your obligation to pay CPG any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.

 

WARRANTY ON SALE OF GOODS, EQUIPMENT, ETC.

Manufacturers Warranty Only – All goods we sell to you come with, and are limited to the warranty afforded by the manufacturer or our third party supplier. We do not offer any warranty on tangible goods sold and supplied by us unless manufactured by us. We will afford you reasonable assistance in processing any warranty claim against the manufacturer or third party supplier.

 

GENERAL

Force Majeure - We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the products or services and continue for more than 30 days, either of us may terminate any affected product or service on notice to the other.

 

Third Party Rights - Our affiliates and third party providers benefit from our rights and remedies under the Agreement. No other third parties have any rights or remedies under the Agreement.

 

Assignment - You may not assign, delegate or otherwise transfer the Agreement (including any of your rights or remedies) to anyone else without our prior written consent. We may assign or otherwise transfer the Agreement (including any of our rights or remedies) in whole or in part to an affiliate or any entity that succeeds to all or substantially all of the assets or business associated with one or more products or services, and will notify you of any such assignment or transfer. We may subcontract any of the services in our sole discretion. Any assignment, delegation or other transfer in contravention of this Section is void.

Testimonials, Ideas, etc. - You grant CPG a perpetual, irrevocable, transferable, non-exclusive right to use any comments, suggestions, ideas or recommendations you provide related to any of our products or services in any manner and for any purpose.

Claims Period - Claims must be brought within 12 months after the basis for the claim becomes known to the person asserting the claim.

Amendment - The Agreement may he varied only by a written amendment signed by both parties.

Waiver - Neither of us waives our rights or remedies by delay or inaction.

Governing Law - If not otherwise stated in the order form, the Agreement is governed by the laws of the province of Ontario and the federal laws of Canada applicable in that province.

Language - This Agreement is drawn in English at the request of all parties hereto; ce marché est rédigé en anglais à la demande de toutes les parties