Terms of Services
AIH Technology
AIH Technology
Unless you work for a company that has negotiated a separate written agreement with us, these are the terms that apply to your use of our services. You should read them.
Our services consist of both the platform, connectivity and email services that AIH provides to you.
And, heads up, you should really check out this Agreement because it limits our liability to you if something goes wrong.
Also, if we get into a dispute, we’ll have to figure it out in arbitration. Check out this Agreement for more details.
In these Terms of Service (hereafter “Agreement” or “Terms”), “we,”“us,”“our” or “AIH” will refer collectively to AIH TECHNOLOGY Inc., 3600 Steeles Ave. E,Markham, ON, CANADA L3R 9Z7 and its affiliates. The terms “you,” “your” and “Customer” will refer to you.
If you are registering for a customer account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to AIH that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate written agreement with AIH covering the use of the Services, in which case that agreement will govern such use.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND AIH. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” OR “GET STARTED” BUTTON AND YOU SHOULD NOT USE THE SERVICES.
When we refer to the “Services” in these Terms, we mean to include all products and services that AIH offers, and that you order under an Order Form or by using the AIH or SendGrid customer account. This also includes our services provided to you on a trial basis or otherwise free of charge. Services may include products that provide both (a) the platform services, including access to any application programming interface (“API”) and (b) where applicable, connectivity services, that link the Services to the telecommunication providers’ networks via the Internet. Refer to the definitions at www.AIHTECH.com/legal for a more detailed description.
When we refer to the “FRaaS API” we mean an application programming interface for the Services (or feature of the Services) provided to you by us.
When we refer to the “Documentation” we mean all of the AIH API instruction manuals and guides, code samples, manuals, guides, on-line help files and technical documentation made publicly available by us for the Services, and as may be updated from time to time. There is a special subset of the Documentation that we have named the “APS Documentation.”
When we refer to the “Customer Application” we mean any software application or service that Customer makes available through or creates, using developer tools provided by AIH or that interfaces with the Services.
IMPORTANT NOTE: THESE TERMS LIMIT OUR LIABILITY TO YOU.
IN ADDITION, DISPUTES RELATED TO TERMS OR RELATED TO YOUR USE OF THE SERVICES GENERALLY MUST BE RESOLVED BY A DISPUTE RESOLUTION PROCESS WHICH MAY LEAD TO BINDING ARBITRATION.
If you have any questions, you can reach AIH at https://www.aihtech.com/contact.html
Prior notice of changes: AIH may update these Terms of Service from time to time by providing you with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given in your account portal or via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by AIH, updates will be effective upon the effective date indicated at the top of these Terms of Service. The updated version of these Terms will supersede all prior versions.
Your acceptance: Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services.
Exceptions: AIH may not be able to provide at least thirty (30) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.
We will make the Services available to you in accordance with these Terms, the Documentation and any applicable Order Forms. The Services will comply with this service level agreement “SLA”), which may be updated from time to time. We will provide the Services in accordance with laws applicable to AIH’s provision of the Services to its customers generally (i.e. without regard for your particular use of the Services), and subject to your use of the Services in accordance with these Terms, the Documentation and any applicable Order Form.
You may use the Services, on a non-exclusive basis, solely to: (a) use the Documentation and AIH FraaS APIs as needed to develop your Application; (b) use and make the Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation and our Acceptable Use Policy; (c) use the Services solely in connection with and as necessary for your activities pursuant to these Terms; and (d) allow your affiliates to use the Services (subject to this Agreement (Affiliates)) pursuant to this Agreement.
“Customer Data” consists of data and other information made available to us by or for you through the use of the Services under these Terms The terms made part hereof shall apply when personal data is being processed pursuant to this Agreement. Additionally, personal data may be disclosed in accordance with the Privacy Policy. You acknowledge that you have read our “Privacy Policy” and understand that it sets forth how we will collect, store, use and disclose your Customer Data including personal data. If you do not agree with our Privacy Policy, then you must stop using the Services immediately.
You instruct us to use and disclose Customer Data as necessary to (a) provide the Services consistent with AIH FRaaS' then-current Privacy Policy, this agreement, including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Services, and (b) respond to any technical problems or your queries and ensure the proper working of the Services. You acknowledge, that email and SMS are an insecure medium that is generally not encrypted in transit and security of information transmitted through the Internet can never be guaranteed and, accordingly, we are not responsible for any interception or interruption of any communications through the internet or for changes to or loss of Customer Data in connection with the Services.
Customer Responsibilities, Restrictions and Requirements
You will: (a) be solely responsible for all use (whether or not authorized) of the Services and Documentation under your account, including for the quality and integrity of Customer Data and each Customer Application; (b) use Services only in accordance with this Agreement, the Acceptable Use Policy, Documentation, Order Forms or other applicable terms relating to the use of the Services, and applicable laws; (c) be solely responsible for all acts, omissions and activities of your End Users, including their compliance with these Terms, Documentation, the Acceptable Use Policy, and any Order Forms or other terms of sales of the Services; (d) do your best to prevent unauthorized access to or use of the Services and notify AIH promptly of any such unauthorized access or use; (e) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (f) comply with the representations and warranties you make in this Agreement.
With regard to the Services, you agree that: (a) except to make the Services available to your End Users in connection with the use of each Customer Application as permitted herein, you will not transfer, resell, lease, license or otherwise make available the Services to third parties or offer them on a standalone basis; (b) you will not attempt to use the Services for any applications that may affect individual rights and liberties (c) you will ensure that the Services are used in accordance with all applicable law and third party rights, as well as these Terms and any additional Acceptable Use Policies we may implement from time to time; (d) you will ensure that we are entitled to use your Customer Data, as needed to provide the Services; (e) you will not use the Services in any manner that violates any applicable law; (f) You will not use the Services to create, train, or improve (directly or indirectly) a substantially similar product or service, including any other facial recognition and object recognition engines; (g) you will not create multiple Customer Applications or Service accounts to simulate or act as a single Customer Application or Service account (respectively) or otherwise access the Service in a manner intended to avoid incurring fees; (h) except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Services.
In addition to suspension of the Services for non-payment of fees as described in this Agreement (Suspension for Non-Payment), we may also suspend the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) any provision of these Terms, our Acceptable Use Policy; (b) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding, or (e) there is any use of the Services by Customer or End Users that in AIH’s judgment threatens the security, integrity or availability of the Services. However, AIH will use commercially reasonable efforts under the circumstances to (x) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension; and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
The features and functions of the Services, including the AIH FRaaS API and our SLA, may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least ten(10) days prior to implementing those changes.
From time to time, AIH may make Beta Offerings available to you at no charge. You may choose to try such Beta Offerings or not at your sole discretion. AIH may discontinue Beta Offerings at any time in our sole discretion and may decide not to make a Beta Offering generally available. For avoidance of doubt, such Beta Offerings are not “Services” under these Terms. “Beta Offerings” means services that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by AIH.
Your affiliates mean any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. The term “control” means more than 50% ownership. Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us, or is under common control with us. Your affiliates are not permitted to purchase Services using the Terms of Service that you accepted. Instead your affiliates will need to accept the Terms themselves. If your affiliates use the Services under these Terms, then you and those affiliates will be jointly and severally responsible for the acts and omissions of your affiliates, including, but not limited to, their breach of these Terms. Any claim from any of your affiliates that use the Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.
You agree to pay fees in accordance with the rates listed on the website, unless otherwise set forth in an order form or order confirmation between the parties (an “Order Form”).
Additionally, we will charge you, and you shall pay, in accordance with this Agreement, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or infrastructure service provider as a result of your use of the Services.
Unless otherwise stated in an Order Form, you shall be responsible for and shall pay all Taxes imposed on or with respect to the Services that are the subject of this Agreement. “Taxes” mean all applicable federal, state/provincial and local taxes, fees, charges or other similar exactions, including, without limitation, sales and use taxes, utility user’s taxes or fees, excise taxes, VAT, GST/HST, other license or business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes. For purposes of this Agreement, Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes. Should you be required by applicable law to withhold any tax from any payment owed to us, then you may provide us with an exemption certificate or similar document to reduce or eliminate any such withholding. Upon receipt of such certificate or document, you shall thereafter reduce or eliminate, as the case may be, such withholding. You shall provide us with documents evidencing your payment of any such withheld Tax to applicable tax authorities.
Credit Card Payment Terms. If you elect to pay via credit card, then you are responsible for either (a) enabling auto-recharge on your customer account(s) or (b) ensuring that your customer account(s) has a sufficient positive balance to cover all fees due. If, for any reason, you have a negative balance on your customer account(s), then we reserve the right to suspend the Services.
Invoicing Payment Terms. If you elect, and AIH agrees in writing, to receive invoices and pay in arrears and we approve you for the same, then invoices will be sent to you via email as a PDF on a monthly basis. You will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. Unless you and AIH agree otherwise in writing, all undisputed fees due pursuant to these Terms are payable in Canadian dollars, unless otherwise agreed to between the parties in writing. Payment obligations can’t be canceled, and fees paid are non-refundable. If you are overdue on any payment of undisputed fees and fail to pay within ten (10) business days of a written notice of your overdue payment, then we may assess, and you must pay a late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less. Following the notice of non-payment, we may also suspend the Services until you pay the undisputed fees due plus any late fees.
Suspension for Non-Payment. If we suspend the Services pursuant to this Agreement, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any such suspension.
Fee Disputes. If you are disputing any fees or Taxes, you must act reasonably and in good faith and you must cooperate diligently with AIH to resolve the dispute. You must notify us in writing if you dispute any portion of any fees paid or payable by you pursuant to these Terms. You must provide that written notice to us within sixty (60) days of the date we bill you for the charge you want to dispute, and we will work together with you to resolve the dispute promptly.
General. As between you and AIH, we exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and all anonymized or aggregated data resulting from use and operation of the Services (such as but not limited to volumes, frequencies, or bounce rates) and that do not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”). As between you and AIH, you exclusively own and reserve all right, title and interest in and to each Customer Application, Customer Data and your Confidential Information.
Suggestions and Contributions. We welcome your Contributions about the Services. But please know that by submitting Contributions you agree that: (a) we are not under any obligation of confidentiality with respect to your Contributions; (b) we may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way; (c) we own your Contributions; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Contributions.
Use of Marks. You grant AIH the right to use your name, logo, and a description of your use case to refer to you on AIH’s website, earnings release and calls, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.
"Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
Use and Disclosure. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are legally bound to keep such information confidential consistent with the terms of this Agreement. AIH may disclose the terms of any Order Form or other purchase of Services to its affiliates, legal counsel and accountants without your prior written consent, and AIH will remain responsible for its affiliate’s, legal counsel’s or accountant’s compliance with this Agreement (Confidentiality). Notwithstanding the foregoing, (x) AIH may disclose the terms of this Agreement and any applicable purchase transaction to a subcontractor to the extent necessary to perform AIH’s obligations under this Agreement, and (y) AIH may use and disclose your Confidential Information as necessary to provide the Services, including as set forth in the Data Protection Addendum, and in each case of (x) and (y) under terms of confidentiality materially as protective as set forth herein.
Compelled Disclosure. AIH may disclose your Confidential Information if so required pursuant to a regulation, law or court order. We will give you notice of the compelled disclosure (to the extent legally permitted). You will cover our reasonable legal fees for preparation of witnesses, deposition and testimony to the extent such compelled disclosure is in connection with a lawsuit or legal proceeding to which you are a party or to the extent fees are incurred in connection with reasonable assistance we provide to you in connection with your efforts to contest disclosure.
Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this this Agreement and that, in the event of an actual or threatened breach of the provisions of this Agreement, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
Processing, analytics, and storage of biometric data including Face IDs. You represent and warrant that if you process and/or store customer biometric data including Face IDs using the Services, then you will comply with all applicable laws prior to doing so and will secure all required prior consents to process and/or store such data using the Services. We make no representations or warranties with respect to process and/or store any biometric data including Face IDs. You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to recording and monitoring features that are part of the Services, and you further agree to indemnify us and our affiliates in accordance with the terms of this Agreement (Mutual Indemnification) for claims arising out of or related to your acts or omissions in connection with providing notice and obtaining consents regarding such processing and/or storing of biometric data including face IDs.
Customer Data. You represent and warrant that you have provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to this Agreement.
Services. We represent and warrant that the Services will perform materially in accordance with the applicable Documentation. AIH’s sole obligation, and your sole and exclusive remedy, in the event of any failure by AIH to comply with this Agreement will be for AIH to, at AIH’s discretion, re-perform the affected Services or refund to you the fees you actually paid for the affected Services.
Export Controls. The Services may be subject to applicable export control and economic sanctions laws of Canada and other jurisdictions. AIH and You each agree to comply strictly with all domestic and international export laws and economic sanctions regulations, in the case of AIH, in providing the Services, and, in the case of you, in receiving and using the Services respectively, and to the extent consistent with these Term, you will obtain any necessary license or other authorization to export, re-export, or transfer the Services. These laws include restrictions on destinations, End Users, and end use. Without limitation, you may not transfer the Services without Canada government authorization to any entity on a Canada government exclusion list.
GENERAL DISCLAIMER. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND AIH MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND AIH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. AIH ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND AIH SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA OFFERING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AIH WILL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY CUSTOMER FOR SENSITIVE DATA THAT YOU OR ANY END USER SENDS TO AIH.
Indemnification by AIH. We will defend you from and against all claims, demands, suits or proceedings made or brought against you by a third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights (“Infringement Claim”), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts you pay to settle an Infringement Claim under a settlement for which AIH has given its written approval.
Infringement Options If your use of the Services has become, or in AIH’s opinion is likely to become, the subject of any Infringement Claim, AIH may at its option and expense: (a) procure for you the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees. This Section states your exclusive remedy for any Infringement Claim by a third party.
Limitations AIH will have no liability or obligation with respect to any Infringement Claim and a court award of damages (a) arising out of your use of the Services in breach of these Terms, (b) arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing, or (c) arising from Services for which there is no charge.
If someone comes after AIH because:
a. you or your end users violate these terms;
b. of something you or your end users do while using our services; or
c. of something related to your application,
then you have to fight that fight and cover the damages awarded by the Court.
Indemnification by You. You will defend AIH, its officers, directors, employees, and affiliates (“AIH Indemnified Parties”) from and against any claim, demand, suit or proceeding made or brought against a AIH Indemnified Party by a third party alleging or arising out of (a) your or any of your End Users’ breach of these Terms or your obligations under this Agreement (Customer Responsibilities, Restrictions and Requirements), or breach of your representations or warranties under these Terms; (b) your or any of your End Users’ use of the Services or any activities under these Terms; or (c) your Customer Application, including, without limitation, any intellectual property claims for infringement or misappropriation relating to each Customer Application (collectively, “Customer Indemnifiable Claims”) and will indemnify AIH from any damages, attorney fees, and costs finally awarded against AIH Indemnified Parties as a result of, or for amounts paid by AIH Indemnified Parties to settle a Customer Indemnifiable Claim under a settlement for which you have given your written approval.
If either you or AIH wants to be indemnified by the other for a particular claim, then the party requesting indemnification needs to do certain things -- namely given notice of the claim, cooperate, and let the party providing the indemnification handle the defense or settlement of the claim. If these things are not done, then the other party may not have to provide the requested indemnification. See the legal language for what is required.
Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Infringement Claim or Customer Indemnifiable Claim, as applicable (collectively referred to as a “Claim”), provided, however, that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Agreement admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
INDIRECT CONSEQUENTIAL AND RELATED DAMAGES. EXCEPT FOR DAMAGES ARISING FROM BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT (CUSTOMER RESPONSIBILITIES, RESTRICTIONS AND REQUIREMENTS), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES ARISING FROM BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT (CUSTOMER RESPONSIBILITIES, RESTRICTIONS AND REQUIREMENTS) AND EXCEPT FOR AMOUNTS PAYABLE UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (MUTUAL INDEMNIFICATION) OF THESE TERMS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT (FEES, PAYMENT TERMS, TAXES) ABOVE.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
Term. These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with the Section (Termination) below (“Term”).
Termination. Either party may terminate these Terms and close your customer account(s) for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, then these Terms will not terminate until such Order Form(s) have expired or been terminated. AIH, at its sole discretion, may terminate these Terms and close your customer account(s) in the event you commit any material breach of these Terms and fail to remedy that breach within five (5) days after AIH provides written notice of that breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy that breach within five (5) days after providing written notice of that breach to us.
Upon termination of these Terms, your payment obligations, the terms of this Section (Term; Termination; Survival). and the terms of the following Sections will survive (i.e. still apply): Customer Data, Fees, Payment Terms, Taxes, Ownership and Confidentiality, Mutual Indemnification, Limitation of Liability, General, and Agreement to Arbitrate.
Compliance with Laws. You will comply with the applicable law relating to your respective activities pursuant to these Terms. AIH will provide the Services in accordance with laws applicable to AIH’s provision of the Services to its customers generally (i.e. without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and applicable Order Form (if any).
No Waiver, Order of Precedence. Our failure to enforce at any time any provision of these Terms, our Acceptable Use Policy, or any other of your obligations does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, our Acceptable Use Policy, or any of your other obligations, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (except as otherwise expressly set forth in an applicable Order Form): (1) the AUP, (2) product-specific terms, (3) the Terms of Service and (4) the Documentation.
Assignment. You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be void. AIH may assign these Terms, in whole or in part, without consent. Subject to this Section, these Terms will be binding on both you and AIH and each of our successors and assigns.
Severability. Except as described in Agreement to Arbitrate, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Notices. Any notice required or permitted to be given hereunder will be given in writing to the party at the address specified in this Agreement by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer in its account. Notices to AIH shall be copied to [email protected] , Attn: AIH Legal
Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; infectious disease outbreak, flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Government Terms. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any of your End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.
Governing Law and Venue. This Agreement will be governed by and interpreted according to the laws of Ontario and Canada without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in the Agreement to Arbitration, any legal suit, action or proceeding arising out of or related to these Terms or the Services shall be instituted in either the Provincial Courts of Ontario or the Federal Court of Canada, and we each consent to the personal jurisdiction of these courts.
Entire Agreement. Except as provided in these Terms and any exhibits or addenda or other terms incorporated by reference into these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by AIH, its agents or employees will create a warranty or in any way increase the scope of the warranties or obligations under these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and AIH and be non-binding against AIH even if signed by AIH after the date you accept these Terms.
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
We Both Agree to Arbitrate. If a dispute cannot be resolved through our Customer Support Team, you or any of your affiliates on one hand and AIH and any of AIH’s affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Services by binding arbitration in Toronto, Ontario, Canada.
This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below in the Exceptions to Agreement to Arbitrate. It also applies even after you have stopped using your customer account(s) or closed it. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Agreement to Arbitrate, you understand that you and your affiliates and AIH and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to these Terms or the Services.
Exceptions to Agreement to Arbitrate. You and your affiliates on one hand, and AIH and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to:
a. Your, your affiliates’, AIH’s or AIH’s affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or
b. Your violation of our Acceptable Use Policy .
Class Action Waiver. Both you and your affiliates, on one hand, and AIH and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor AIH and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other AIH customers, and cannot be used to decide other disputes with other customers. If a court decides that this Section (Class Action Waiver) is not enforceable or valid, then the entire Section (Agreement to Arbitrate) will be null and void (i.e., go away). But, the rest of the Terms will still apply.
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