AIQ, (Advantage IQ, an operating entity of C.E.BIZ Corp.) AND THE CLIENT AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF AIQ's ONLINE SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE SERVICE AGREEMENT PROVIDED TO AIQ.
CLIENTS ARE NOT ELIGIBLE TO ENTER INTO THIS AGREEMENT IF THEY ARE WORKING FOR OR AFFILIATED WITH ANY OTHER PROVIDER OR DEVELOPER OF ONLINE APPLICATIONS SIMILAR TO THOSE OFFERED BY AIQ.
AIQ RESERVES THE RIGHT TO SUSPEND OR REVOKE THE AGREEMENT IF THE CLIENT ATTEMPTS TO UTILIZE THIS SERVICE ON BEHALF OF ANY OTHER ENTITY THAT COULD CONCIEVABLY BE CONSIDERED COMPETITION OF AIQ.
Welcome
AIQ will provide the Client with use of the Service, including a browser interface and data encryption, transmission, access and storage. The Client's registration for, or use of, the Service shall be deemed to be the Client's agreement to abide by this Agreement including any materials available on the AIQ web site incorporated by reference herein, including but not limited to the Privacy and Security Statements. For reference, a Definitions section is included at the end of this Agreement.
1. Charges and Payment of Fees
The Client shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All billings are due and may be processed on the first day of the month in which payment is due. License fees are nonrefundable.
All professional services rendered by AIQ servicing Client requests will become due at termination of contract if those fees have not already been paid by the Client. The Client must provide AIQ with an approved purchase order as a condition to signing up for the Service. AIQ reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to the Client, which notice may be provided by email. There are to be no refunds by AIQ, all sales are final.
2. Excess Data Storage Fees
The maximum disk storage space provided to the Client at no additional charge is a cumulative of 50 MB per User license. If the amount of disk storage required exceeds this limit, the Client will be charged the then current storage fees. AIQ will use reasonable efforts to notify the Client when the average storage used per license reaches approximately 90% of the maximum; however, any failure by AIQ to so notify the Client shall not affect the Client's responsibility for such additional storage charges. AIQ reserves the right to establish or modify its general practices and limits concerning storage of Client Data.
3. Billing & Renewal
AIQ charges and collects in advance for use of the Service. AIQ will automatically issue an invoice to the Client once a year on the subsequent anniversary for annual renewals at the prevailing rate. Fees for other services will be charged on an as quoted basis. AIQ's fees will be invoiced at the net rate plus the appropriate Federal/Provincial/State taxes.
The Client agrees to provide AIQ with complete and accurate billing and contact information. This information includes the Client's legal company name, billing address, email address, and name and telephone number of an authorized billing contact and Program Administrator. The Client agrees to update this information within 30 days of any change to it. If the contact information the Client has provided is false or fraudulent, AIQ reserves the right to terminate the Client's access to the Service in addition to any other legal remedies.
Invoices will be generated at the start of the Agreement for the Virtual Office and approximately one month in advance of the start of any renewal and shall be due within 30 days. A Prepaid account will be established by each Clientfrom which the monthly activity fees will be deducted. A monthly statement of account will be delivered electronically to the client. The Client's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. Client shall pay any and all collection costs incurred by AIQ collection of outstanding debts.
Unless AIQ in its discretion determines otherwise:
(i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Clients");
(ii) entities with headquarters and a majority of users resident in Canada will be billed in Canadian dollars and subject to Canadian payment terms and pricing schemes ("Canadian Clients"); and
(iii) all other entities will be billed in U.S. dollars and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of AIQ ("Non-U.S./Canadian Clients").
If the Client believes that the bill is incorrect, the Client must contact AIQ in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. If possible billing errors are not reported within the 30 day period all charges will be deemed to be correct.
4. Non-Payment & Suspension
In addition to any other rights granted to AIQ herein, AIQ reserves the right to suspend or terminate this Agreement and the Client's access to the Service if the Client's account becomes thirty (30) days or more delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. In the event a Client falls into arrears all professional services fees either billed and unpaid or professional services hours spent with company and not yet billed for become due. If the Client or AIQ initiates termination of this Agreement, the Client will be obligated to pay the balance due on the Client's account computed in accordance with the Charges and Payment of Fees section above. The Client agrees that AIQ may invoice the Client for such unpaid fees. All cancelation requests must be sent via registered mail to AIQ Administration and a follow up to determine receipt of cancellation notice must be carried out by Client. This cancelation process is in place to protect Client security and to adhere to the Service Agreement.
AIQ reserves the right to impose a reconnection fee in the event the Client is suspended and thereafter requests access to the Service. The Client agrees and acknowledges that AIQ has no obligation to retain the Client Data and that such the Client Data may be irretrievably deleted if the Client's account is 30 days or more delinquent.
5. Privacy & Security
AIQ's privacy and security policies may be viewed at http://www.Advantageiq.biz .AIQ reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
6. License Grants
AIQ grants the Client a nonexclusive, nontransferable worldwide right to use the Service, solely for the Client's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, the Client grants to AIQ the nonexclusive, worldwide, right to use, copy, store, transmit and display the Client Data solely to the extent necessary to provide the Service as requested by the Client. The Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the AIQ Technology or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. AIQ shall not use the Client Data for any purpose other than to provide the Service to the Client. All rights not expressly granted to the Client are reserved by AIQ and its licensors.
7. Restrictions
The Client is permitted to store, manipulate, analyze, reformat, print, and display the Content only for their internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. The Client agrees not to reverse engineer the Service, or access the Service in order to (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Service; or (iii) copy any ideas, features, functions or graphics of the Service. The Client shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party. The Client shall not "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device.
8. Third-Party Interaction
The Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the AIQ Technology or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. AIQ shall not use the Client Data for any purpose other than to provide the Service to the Client.
9. Client Responsibilities
The Client is responsible for any and all activities that occur under the Client's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service. The Client shall: (i) notify AIQ immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to AIQ immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another AIQ user or provide false identity information to gain access to or use the Service.
10. Account Information & Data
All data submitted by the Client to the Service, whether posted by the Client or by third parties, shall remain the sole property of the Client or such third parties, as applicable, unless specifically notified in advance. The Client, not AIQ, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Client Data, and AIQ shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that the Client terminates this Agreement (other than by reason of the Client's breach), AIQ will make available to the Client a file of Client Data within 30 days of termination notice if the Client so requests. AIQ reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, the Client's non-payment. Upon termination for cause, the Client's right to access or use Client Data immediately ceases, and AIQ shall have no obligation to maintain or forward any Client Data.
11. Termination/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one year, commencing on the date the Client agrees to pay for the Service. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement, effective upon the expiration of the then current term, by notifying the other party in writing via registered mail at least thirty (30) business days prior to the date of the invoice for the following term. In the event that the Client terminates this Agreement (other than by reason of the Client's breach), AIQ will make available to the Client a file of its Client Data within 30 days of termination if the Client so requests at the time notice of termination is given. The Client agrees and acknowledges that AIQ has no obligation to retain Client Data, and may delete such Client Data, more than 30 days after termination.
12. Termination for Cause
Any breach of the Client's payment obligations or unauthorized use of the AIQ Technology or Service will be deemed a material breach of this Agreement. AIQ, in its sole discretion, may terminate the Client's password, account or use of the Service if the Client breaches or otherwise fail to comply with this Agreement. The Client agrees and acknowledges that AIQ has no obligation to retain Client Data, and will delete such Client Data, if Client has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
13. AIQ Cancellation Policy
All sales are final for first year of subscription; AIQ Clients may cancel their renewed contract within 30 days of renewal date in writing via registered mail and by paying AIQ a $600.00 USD cancellation fee plus 30% of the remaining contract, with all payments being final and non refundable. The Client will have 30 days from cancellation date to remove Client data from their AIQ account.
14. AIQ Ownership
AIQ alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the AIQ Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, AIQ Technology or Intellectual Property owned by AIQ to the Client. The AIQ name, the AIQ logo, and the product names associated with the Service are trademarks of AIQ or third parties, and no right or license is granted to use them.
15. Third Party Rights
During use of the Service, the Client may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between the Client and the applicable third-party. AIQ and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the Client and any such third-party. AIQ does not endorse any sites on the Internet that are linked through the Service. AIQ is providing these links to the Client only as a matter of convenience, and in no event shall AIQ or its licensors be responsible for any content, products, or other materials on or available from such sites. AIQ provides its services to the Client pursuant to the terms of this Agreement. The Client recognizes, however, that certain third-party providers of ancillary software, hardware, or services may require the Client's agreement to additional or different license or other terms prior to the Client's use of or access to such software, hardware, or services on behalf of the Client.
16. Representation & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. AIQ represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online AIQ help documentation under normal use and circumstances. The Client represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service and that the Client's billing information is correct.
17. Mutual Indemnification
The Client shall indemnify and hold AIQ, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Client of the representations and warranties; or (iii) a claim arising from the breach by the Client or Users of this Agreement, provided in any such case that AIQ (a) gives written notice of the claim promptly to the Client (b) gives the Client sole control of the defense and settlement of the claim (provided that the Client may not settle or defend any claim unless it unconditionally releases AIQ of all liability and such settlement does not affect AIQ's business or Service); (c) provides to the Client all available information and assistance; and (d) has not compromised or settled such claim.
AIQ shall indemnify and hold the Client and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of AIQ of the representations or warranties; or (iii) a claim arising from breach of this Agreement by AIQ; provided that the Client (a) promptly gives written notice of the claim to AIQ; (b) gives AIQ sole control of the defense and settlement of the claim (provided that AIQ may not settle or defend any claim unless it unconditionally releases the Client of all liability); (c) provides to AIQ all available information and assistance; and (d) has not compromised or settled such claim. AIQ shall have no indemnification obligation, and the Client shall indemnify AIQ pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Client's products, service, hardware or business process(s).
18. Disclaimer of Warranties
AIQ and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content; AIQ and its licensors do not represent or warrant that (i) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the service will meet the Client's requirements or expectations, (iii) any stored data will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by the Client through the service will meet the Client's requirements or expectations, (v) errors or defects will be corrected, or (vi) the service or the server(s) that make the service available are free of viruses or other harmful components; (vii) the service and all content is provided to the Client strictly on an "as is" basis; and (viii) all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by AIQ and its licensors.
19. Internet Delays
AIQ's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. AIQ is not responsible for any delays, delivery failures, or other damage resulting from such problems.
20. Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from the Client in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
21. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to the Client.
22. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("Client") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
AIQ and its licensors make no representation that the Service is appropriate or available for use in other locations. If the Client uses the Service from outside Canada, the United States of America and/or the European Union, the Client is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Canadian, United States or European Union (including European Union Member States) law is prohibited.
23. Notice
AIQ may give notice by means of a general notice on the Service, electronic mail to the Client's email address on record in AIQ's account information, or by written communication sent by first class mail or pre-paid post to the Client's address on record in AIQ's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). The Client may give notice to AIQ (such notice shall be deemed given when received by AIQ) at any time by any of the following: letter sent by confirmed facsimile to AIQ at the following fax number: (905) 472-3226; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to AIQ at the following address: Advantage IQ, 5 Knightsbridge Way, Markham, Ontario, L3P 3W4, Canada addressed to the attention of: Chief Financial Officer.
24. Modification to Terms
AIQ reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify the Client by posting an updated version of this Agreement on the Service. The Client is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute the Client's consent to such changes.
25. Assignment
This Agreement may not be assigned by the Client without the prior written approval of AIQ but may be assigned by AIQ to (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
26. General
With respect to Non-Canadian Clients, this Agreement shall be governed by the laws of Ontario, Canada, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the Client and AIQ as a result of this agreement or use of the Service. The failure of AIQ to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AIQ in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between the Client and AIQ and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
27. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means this online services agreement, and any Order Forms, and any materials available on the AIQ web site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by AIQ from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to the Client in the course of using the Service; "the Client, Client, You or Client's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to AIQ via this web site. "Client Data" means any data, information or material provided or submitted by the Client to AIQ in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted or the date the Client begins using the Service; "Initial Term" means the period during which the Client is obligated to pay for the Service. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by the Client who are authorized to purchase additional prepaid credits by executing written Order Forms; "Order Form(s)" means the initial subscription for the Service and any subsequent order forms submitted , specifying, among other things, the other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; "Online Order Center" means AIQ's online application that allows the License Administrator designated by the Client to, among other things, add additional Users to the Service; "AIQ" means Advantage IQ, an operating entity owned by C.E.BIZ Corp., an Ontario Corporation, having its principal place of business at 106A Main Street, Markham, Ontario Canada, L3P 1Y1 (collectively "AIQ") "AIQ Technology" means all of AIQ's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by AIQ in providing the Service; "Service(s)" means the specific edition of AIQ's online Client relationship management, billing, data analysis, and other corporate services identified during the ordering process, developed, operated, and maintained by AIQ accessible via http://www.Advantageiq.biz or another designated web site or IP address or ancillary services rendered to the Client by AIQ, to which the Client is being granted access under this Agreement, including the AIQ Technology and the Content; "System Administrator(s)" means those Users designated by the Client who are authorized to create User accounts and otherwise administer the Client's use of the Service; "User(s)" means Clients, employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by the Client (or by AIQ at the Client's request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an email toinfo@Advantageiq.biz.
