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      Commercial Terms & Conditions

      Terms & Conditions for using our services

      Last Modified: Mar 24, 2024

      1. Introduction

      This Agreement, entered into between any Customer (Corporation/Legal Entity subscribed to a commercially available Subscription based Service including but not limited to all users within the Subscription Account, as well as public sector employees and/or Elected Officials in their official capacity on behalf of the Governments, encompassing Federal, Provincial, and Territorial entities, Municipal as well as all other levels of governments, agencies ministries, and private sector companies (collectively referred to as “Customer”)), and Baseline Telematics Inc. (“Baseline”), sets forth the terms and conditions under which Baseline will furnish services through its many subscription based services (collectively referred to as "Services").

      By using Services, the Account Government entity, represented by the individual accessing the portal ('User'), agrees to abide by these Terms of Service. The User hereby confirms that they are a representative of the Government and have the necessary authority to bind the Government to these Terms of Service.

      The Customer agrees to pay any and all charges that it incurs as a result of its use of Services in accordance with the payment terms outlined herein. In the event of any dispute arising out of or in relation to these Terms of Service, the Customer agrees to make good faith efforts to resolve such dispute in accordance with the 'Dispute Resolution' clause of these Terms of Service.

      Failure to abide by these Terms of Service may result in suspension or termination of access to Services, and Baseline Telematics Inc. reserves the right to pursue any and all remedies available to it under the law.

      This Agreement encompasses the following sections:

      1. Definitions: Clarification of terms used throughout the Agreement.

      2. Access to Services: Guidelines for access and usage of the portal.

      3. Product Disclosures: Information about the services provided through Services.

      4. Subscription Terms: Details about the subscription terms for the use of Services.

      5. Fees and Payments: Information about the cost of the subscription and payment methods.

      6. Acceptable Use Policy: Policies governing the appropriate use of Services.

      7. Third-Party Services: This section provides information about any third-party services that might be integrated with or used in conjunction with Services, as well as the terms under which those services are used and any disclaimers regarding their use.

      8. Data Security and Privacy: Information about how we handle and protect your data.

      9. Intellectual Property Rights: Information about the ownership of the intellectual property connected to Services.

      10. Indemnification: Responsibility for potential losses or damages.

      11. Disclaimers; Limitations of Liability: Information about any limitations on our liability related to the use of Services.

      12. Miscellaneous: Other important terms and conditions.

      13. Dispute Resolution: The process for resolving any disagreements that may arise in connection with this Agreement.

      14. Contact Information: How to reach us for any queries or concerns regarding the Agreement

      2. Definitions

      a. 'Resident': Resident App is a technology service designed to facilitate interactions between citizens and their elected officials, Customer, and Public employees.

      b. 'Services': Our Services are also a technology designed specifically for operations management, facilitating the ability to request and receive the desired services.

      c. 'Account': In this agreement, the term 'Account' refers to the legal entity being subscribed to an Account

      d. 'Agreement': The term 'Agreement' refers to these Customer Terms of Service and all materials referred or linked to herein.

      e. 'Subscription Fee': The 'Subscription Fee' is the amount you pay for the Subscription Service.

      f. The term 'Service' refers to our comprehensive suite of offerings which includes Residents, Requests, Suggestions, Appreciations, City View, Proposals, Alerts, Events, Worklogs, Infrastructure, Assets, Inspections, Tasks, Vehicles, GPS Tracking, Routes, Connectors, and iBeacon. For a detailed overview of our products, we invite you to visit our website.

      g. 'Subscription Term': The 'Subscription Term' is the initial term of your subscription to the applicable Subscription Service, and each subsequent renewal term (if any).

      h. 'Users': 'Users' refer to the users of the Resident app, specifically those invited to the Account as it relates to this contract.

      i. 'Baseline', 'we', 'us', or 'our': These terms refer to the applicable contracting entity as Baseline Telematics Inc.

      j. 'You', 'your', or 'Customer': These terms refer to the the company subscribed to Services, including Federal, Territorial, or Provincial Government entities of Canada, Government departments, public managers, and employees using the Subscription, and private sector companies, as identified in the applicable account record, billing statement, or online subscription process.

      k. 'Billing Cycle" refers to the recurring period for which charges for a subscribed service, typically on a monthly or yearly basis, are invoiced by Baseline Telematics Inc.

      3. Access to Our Services

      Our Services, developed by Baseline Telematics Inc., includes a variety of Subscription based services such as Airside, Citycare, Govern, Elect, Driven and Opera, all portals which have been specifically designed for Accounts and their Users to facilitate effective operations of their day to day operations.

      Access to these portals are strictly limited to Users invited to the Account. The access rights are managed by the Account Owner.

      Once the subscription is in place, the Users may gain access to Services through their respective account. At our discretion, we may also activate certain Free Services for you to utilize in your account.

      By accessing and using Services, you affirm that you are a User having been duly invited into the Account, and agree to adhere to all the terms and conditions of this Agreement.

      4. Product Disclosures

      Accounts can avail of our Services by subscribing through our official website, unless a separate agreement has been established. The scope and nature of the Services provided are delineated in our Product and Services Catalog. We offer a suite of services including but not limited to: Residents, Requests, Suggestions, Appreciations, City View, Proposals, Alerts, Events, Worklogs, Infrastructure, Assets, Inspections, Tasks, Vehicles, GPS Tracking, Routes, Connectors, and iBeacon. For important information on our products.

      4.1 Limitations and Constraints

      Our Services are is geographically restricted within countries it offers services in, including but not limited to Canada. Furthermore, usage of the paying services is limited exclusively to Account Users. This restriction is implemented to ensure the security and targeted functionality of the platform.

      4.2 Downtime and Maintenance

      We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance that will be notified to you.

      4.3 Product Updates and Changes

      Baseline Telematics Inc. continually strives to enhance our Services to better serve the Customer. As a result, we may implement updates, modifications, enhancements, and other changes to the portal from time to time.

      Updates may include, but are not limited to, the addition of new features, improvements in user interface, modification of existing functionalities, or removal of outdated features. We also may need to adapt our services in response to legal and regulatory changes or to address security or technical issues, which could involve changing the way certain features work or removing features entirely.

      While we aim to ensure that such updates and changes do not result in a significant disruption to the services provided, some changes may require downtime or may lead to noticeable changes in how the portal operates or appears.

      We will endeavor to inform you of any significant updates or changes in advance where it is reasonably possible to do so. However, certain updates might be subject to immediate implementation due to their urgent or critical nature.

      By continuing to use our Services following any updates or changes, you are agreeing to the updated version of the service. We encourage you to frequently review our Product and Services Catalog and other communications from us for any updates or changes that might affect you.

      5. Subscription Terms

      5.1 Terms Pertaining to Subscription Types

      Baseline Telematics Inc. offers distinct subscription plans for each Subscription which an Account can subscribe to.

      The Initiate plan is provided free of charge and grants limited access to all features of the portal.

      To avail full functionality of a specific feature beyond its prescribed limit under the Initiate plan, it will be necessary to upgrade to a paid subscription. The specific features unlocked under each subscription plan are outlined in the Product and Services Catalog.

      Please note that certain features, even when unlocked under a paid subscription plan, may incur additional usage fees. These fees are computed monthly and are appended to the base cost of the chosen subscription plan.

      The cost of each feature is subject to tiered pricing. This pricing structure implies that the unit cost of a feature decreases as its usage increases within a given billing period. Thus, greater utilization of a particular feature in a billing period corresponds to a lower per-unit cost for that feature.

      5.2 Government Subscription Evaluation and Government Services Provision

      Upon the registration of an Elected Official ("EO") on Resident in their official capacity representing their Government, a an Account is created, on the Initiate subscription plan for the Government they represent. The related Account retains the discretion to determine whether to continue or terminate their subscription to our Services. However, it should be noted that the app will continue to be accessible to both EO and resident users free of charge. Nevertheless, the provision of our services will cease in accordance with the Government's subscription status to the app.

      5.3 Government Grace Period

      In the event of the conclusion of any grace period, which can be negotiated between the parties, Baseline Telematics Inc., retains the right to update users about the status of their respective Government, suspend the account of the concerned Entity or User, and, if necessary, terminate the provision of services.

      5.4 Subscription Term and Renewal

      Your subscription term to Services begins on the date that we make the portal available to you and continues until the end of the period specified in your order. Your initial subscription period will be specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Notice of Non-Renewal.’ section below.

      5.5 Notice of Non-Renewal

      Your subscription to our services will automatically renew as per the 'Subscription Term and Renewal' clause mentioned above. To avoid automatic renewal, either party must provide written notice of non-renewal. This notice must be received no less than ten (10) days before the end of the Subscription Term unless stated otherwise in your Order. To terminate a Free Subscription, either party may deactivate your account, thereby preventing the continuation of the Subscription Term.

      5.6 Subscription Term, Termination, and Suspension

      Services, developed by Baseline Telematics Inc., provides the Customer with two distinct payment term options: a month-to-month subscription or a fixed 12-month contract.

      5.6.1 Month-to-Month

      Upon agreement by the parties, this subscription option allows for greater flexibility, where subscribers can adjust their subscription plan on a monthly basis, accommodating for changes in usage or requirements.

      5.6.2 12-Month Contract

      As a default for all Accounts and Subscriptions, this option ensures stability in costs, a 12-month contract guarantees that all costs related to the plan, add-ons, and usage will remain constant for the duration of the contract. This provides a predictable expenditure outline for the entire contractual term.

      5.7 No Early Termination; No Refunds

      The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using Services and any related subscriptions during your Subscription Term.

      5.8 Termination for Cause

      Either party, i.e., the Customer or Baseline Telematics Inc., holds the right to terminate this Agreement for justifiable cause, in regard to any or all Subscription Services. The instances for termination may include but are not limited to:

      (i) After providing thirty (30) days' notice to the other party in the event of a material breach, if such breach remains unresolved at the end of this notice period.

      (ii) Instantaneously, if the Customer is unable to fulfill its obligations under this Agreement due to reasons such as substantial reorganization, restructuring, or changes in operation that significantly impede the Customer's capacity to perform its duties.

      Baseline Telematics Inc. also retains the right to terminate this Agreement for cause on thirty (30) days' notice if it is determined that the Customer's actions negatively impact or have the potential to negatively reflect on Baseline Telematics Inc., its prospects, or its other users.

      This Agreement may not be prematurely terminated before the end of the Subscription Term, except under the circumstances explicitly detailed in this clause.

      5.9 Suspension for Non-Payment

      In the event of non-payment of any amount due, Baseline Telematics Inc. will provide the concerned Customer department with a notice of the outstanding amount. If the total amount due is not settled within ten (10) days of such notice, we reserve the right to suspend access to any or all services offered through our Services.

      Please note that if the Customer is reasonably disputing the charges in question in good faith and is diligently cooperating to resolve the dispute, the services will not be suspended during the dispute resolution process.

      In the instance that services have been suspended due to non-payment, we may charge a re-activation fee to restore access to our Services.

      5.10 Suspension and Termination of Free Services

      We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

      5.11 Consequences of Termination or Expiration

      In the event of the termination or expiration of the Agreement between the Customer and Baseline Telematics Inc., certain implications would follow.

      If your paid subscription for our Services concludes or expires, Baseline Telematics Inc. may continue to provide you access to certain Free Services, subject to the conditions of this Agreement. However, access to these Free Services may be revoked if your Agreement was terminated due to a breach of its terms.

      All Accounts have the right to request the deletion of your information after the expiration or termination of your subscription. Such a request can be submitted through the support service feature available within the app. All non-nominative and statistical information will be retained.

      Please note that even after the termination or expiration of your subscription, as long as you have access to a Resident account, you will continue to be governed by the terms and conditions of this Agreement.

      Upon termination or expiration, all rights granted to the Customer under this Agreement, including access to and use of our Services, will cease immediately. The Customer will no longer be permitted to use the services provided through the portal. This implies that government employees and public managers will lose their access privileges to the portal and its features.

      In addition, all of the Account content, data, and information stored will be deleted in accordance with our data retention policy.

      Please note that termination or expiration of this Agreement does not relieve the Customer of any obligations accrued prior to the termination or expiration date, including payment obligations. All such obligations must be fully met even after termination or expiration.

      Baseline Telematics Inc. retains the right to enforce this Agreement and to seek any remedies available under law or in equity for any breach of this Agreement prior to its termination or expiration.

      6. Fees and Payments

      The pricing structure for our Services, developed by Baseline Telematics Inc., is based on usage, providing an adaptable and scalable system that charges based on the Customers requirements, however it is important to note here that we do not charge any fees prior to enrolment or during our free trial subscription phase. This section details the cost considerations associated with each available feature.

      1. Residents: Active Users are defined as citizens who have installed the application. The cost for active residents is calculated based on the highest total count of residents in any given billing cycle.

      2. Requests: Costs for requests from Users are determined by the total number of requests submitted in a particular billing period. A request is deemed completed upon submission.

      3. Suggestions: The cost for suggestions from Users is based on the number of suggestions submitted within a billing cycle. A suggestion is deemed submitted when it is received from a resident.

      4. Appreciations: Costs for appreciations from Users are determined by the number of appreciations submitted during a billing cycle. An appreciation is deemed submitted when it is received from a resident.

      5. Account Users: The cost for Account Users to access to our Services is calculated based on the maximum count of active Users in a given billing period. An active User is considered active unless their account status is 'Suspended' or 'Terminated'.

      6. Proposals: The cost for proposals is based on the number of proposals available for public voting within a billing cycle.

      7. Alerts: Costs for alerts are determined by the total count of completed alerts in a billing cycle. An alert is deemed completed when it is made public to the residents of your jurisdiction.

      8. Events: The cost for events is based on the number of events made public within a billing cycle.

      9. Worklogs: Costs for worklogs are determined by the number of worklog-enabled Customer Users during a billing cycle. An employee is considered worklog-enabled when the worklog feature is activated in their settings.

      10. Infrastructure: The cost for infrastructure items is based on the count of active infrastructure items in our database during a billing cycle.

      11. Assets: Costs for assets are determined by the number of active assets in our database during a billing cycle.

      12. Inspections: The cost for inspections is based on the number of inspected assets within a billing cycle. An asset is considered inspected if an inspection task for that asset was completed during the period.

      13. Tasks: Costs for tasks are determined by the number of tasks created in our database during a billing cycle.

      14. Vehicles: The cost for vehicles is based on the count of active vehicles in our database during a billing cycle.

      15. GPS Tracking: The cost for GPS tracking is based on the count of vehicles equipped with iBeacon in our database during a billing cycle.

      16. Routes: The cost for routes is based on the count of active routes in our database during a billing cycle. A route is considered active if it was executed during the period.

      17. Connectors: Integration with native systems via connectors is billed at a flat monthly rate.

      18. iBeacon: iBeacon trackers can be made available upon request to aid in the tracking of the Customer fleet. The cost for iBeacon trackers is billed at a flat monthly rate per unit.

      19. Responses: All initial responses made by an Account User regarding a post made by a User

      20. Workspaces: All workspaces allowing to segment operational business units within an account from each other

      21. Tickets: All tickets related to an Inbound post made by a User

      22. Service Locations: All physical locations being managed within an Account

      23. Snowdesk: The ability to create Snowman alerts requiring immedeate intervention by ground operations personnel

      24. FOD: The ability for Users to report and document Foreign Objects & Debris while on airside ground areas

      25. Active Runway Incursion: The detection and reporting of vehicles or personnel entering an active runway

      26. Restricted Area Personnel Tracking: The detection and reporting of personnel entering a restricted area outside of given rules

      27. Snow Transport Metering: The measurement and tracking of vehicles being loaded and unloading snow

      28. API Gateway: Our API library and systems allowing for integration to 3rd party solutions

      29. Bulk Import: The ability for users to massively import information

      30. Geospatial Solutions: Integrations to our GIS systems as per existing protocols and connectors

      31. Operasoft Legacy Support: For legacy clients who are undergoing a Migration from our Operasoft suite of solutions to the new Services

      For all the above features, costs are calculated on a tiered pricing basis, implying that a higher usage in any given billing period results in lower costs. Costs associated with each feature are calculated monthly, are non-binding, and can be cancelled at any time.

      7. Sales Tax

      Please note that all fees quoted for the usage of our Services we provide are exclusive of any applicable taxes. As a Customer, you are expected to account for any taxes that pertain to your usage of our Subscription Service availed. It is important to clarify that you will not be held accountable for taxes calculated on the basis of our gross revenues or net income.

      8. Third-party Services

      Our Services integrates services from third-party providers in order to enhance functionality and user experience. Specifically, we utilize services from HubSpot, and Firebase, as part of the portal's operation.

      1. HubSpot: We use HubSpot for inbound marketing, sales, and customer service purposes. This may include, but is not limited to, communications management, customer relationship management, and analytics.

      2. Firebase: Firebase is used for various backend services such as database management, authentication, and hosting. This ensures a robust and responsive experience for users.

      We collaborate with third-party services like HubSpot, and Firebase, to enhance your experience and to deliver the services we provide through our Services Resident. While these third parties process data on our behalf, as the data controller, we have put measures in place to ensure the safeguarding and proper handling of your data in alignment with applicable laws and regulations.

       

      It is important to note that while Firebase and Hubspot process data under our instruction, their use is also subject to their respective terms of service and privacy policies. We recommend you familiarize yourself with these policies to better understand their procedures.

       

      By continuing to use our Services, you acknowledge that we, in our capacity as data controller, use third-party data processors. While we are responsible for the selection of these processors and provide them with the instructions on processing, they have their own terms and conditions. Your use of Resident is subject to these terms as well as ours.

      9. Data Security and Privacy

      Your use of Services and engagement with community operations, management & measurement, and analytics will generate certain information. This encompasses, but is not limited to Services and APIs, Data is also collected via impression information transmitted by social plugins (such as Like and Share buttons) and our Services login. Our Services collect personal information from users as detailed in our privacy policy. We will share this data with you, subject to the following terms and conditions:

      We will not disseminate Sensitive Information to third parties unless we have your express permission or are legally required to do so. We will institute measures to protect the confidentiality and security of Sensitive Information. This will involve maintaining appropriate organizational, technical, and physical safeguards designed to:

      (a) ensure the security and integrity of Sensitive Information within our systems, and

      (b) prevent accidental or unauthorized access, alteration, or disclosure of Sensitive Information within our systems. These measures are in line with our IT Security Policies (updated periodically to reflect technological advancements), which are incorporated by reference into these Terms.

      You assert that you (and any data provider you utilize) possess all requisite rights, permissions, and a lawful basis (compliant with all applicable laws, regulations, and industry guidelines) for the disclosure and use of Resident Data. In the event of an actual or potential complaint or challenge related to the use of any Data under these Resident Terms, you agree to promptly notify us in writing and cooperate in our response to such a challenge.

      If you are sharing or using the Resident Data on behalf of or in conjunction with a Customer, you confirm that you possess the necessary authority to use, share, and process such data on their behalf and bind Customer to these Terms. You are only permitted to use or share the Resident Data or any reports generated through the use of Data with or on behalf of such third parties.

      As the controller and processor of data collected via tour Services, we adhere to the regulations of the Personal Information Protection and Electronic Documents Act (PIPEDA), the Alberta Personal Information Protection Act (PIPA), the British Columbia Personal Information Protection Act (PIPA), Privacy act and the Quebec Act Respecting the Protection of Personal Information in the Private Sector.

      10. Intellectual Property Rights

      All rights, title, and interest in and to our Services, including all associated intellectual property rights, remain with Baseline Telematics Inc. This encompasses but is not limited to the website and app design, text, graphics, software, photos, video, music, sound, their selection and arrangement, all software compilations, underlying source code and software (including applets and scripts), and all other material on the portal.

      Baseline Telematics Inc. grants to the Customer, and Account Users a limited, non-exclusive, non-transferable, revocable license to access and use our Services and services provided therein, solely for official purposes. This license is subject to compliance with all terms, conditions, and policies of Baseline Telematics Inc.

      None of the components of our Services, including Content and the Subscription Service, may be copied, republished, redistributed, transmitted, modified, performed, displayed, rented, leased, sold, distributed, stored for subsequent use, or transformed into derivative works, in any form, manner or by any means, without the explicit prior written approval from Baseline Telematics Inc., other than in ways expressly stipulated by these terms

      Nothing in this agreement shall be construed as transferring or assigning any ownership rights to the Customer. All modifications, improvements, enhancements, or derivative works from our Services will remain the sole property of Baseline Telematics Inc.

      Use of our Services does not grant you any right to use any trademarks, logos, or service marks displayed on the portal. You agree not to infringe upon, dilute, depreciate, or harm the intellectual property rights of Baseline Telematics Inc., or remove, obscure, or alter any proprietary notices attached to or contained within our Services.

      Violation of these terms may result in the termination of the license granted herein and may subject you to legal action for infringement of intellectual property rights.

      11. Indemnification

      The Customer that procures our services (hereafter known as "You") hereby agree to indemnify, defend, and hold harmless Baseline Telematics Inc., its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to our Services from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing Services.

      Further, you agree that your access to and use of our Services is predicated upon your adherence to the guidelines established for the safe and lawful use of the information and services herein. Any breach of confidentiality, any unlawful dissemination of information, or any other harmful activities perpetrated through your access to our Services are solely your responsibility, and you agree to accept all legal and financial responsibility for such actions.

      This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Baseline Telematics Inc. This provision regarding Indemnification shall survive termination of this Agreement.

      12. Limitations of Liability

      12.1 Disclaimer of Warranties

      BASELINE TELEMATICS INC., ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF DATA MADE AVAILABLE FROM OUR SERVICES, RESIDENT APP CONTENT, OR FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. SUBJECT TO THE EXTENT PERMITTED BY LAW, THE RESIDENT CARE PORTAL, RESIDENT APP CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE RESIDENT CARE PORTAL AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

      12.2 No Indirect Damages

      SUBJECT TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

      12.3 Limitation of Liability

      EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR OUR SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

      12.4 Third Party Products

      BASELINE TELEMATICS INC. DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

      12.5 Agreement to Liability Limit

      YOU ACKNOWLEDGE AND AGREE THAT WITHOUT YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY, BASELINE TELEMATICS INC. WOULD NOT PROVIDE OUR SERVICES TO YOU.

      13. Miscellaneous

      13.1 Amendment

      No Waiver. Baseline Telematics Inc. reserves the right to update or change any part or all of the Customer Terms of Service for our Services, including the fees and charges associated with the use of the Subscription Service. However, your fees and charges will remain constant during the Subscription Term except as detailed in the 'Fees and Payments' section above. Should you disagree with any modifications to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of such modification. In the event of such a notice, your subscription will continue under the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply. Any delay in exercising any right or remedy, or failure to object, will not constitute a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

      13.2 Modification for Compliance with Governmental Regulations

      Baseline Telematics Inc. recognizes that due to the nature of our business relationship with government entities, there may be instances when changes in federal, provincial, or municipal law necessitate amendments to these Terms of Service.

      In such cases, we are committed to promptly and efficiently incorporating the requisite modifications into these Terms to ensure compliance with the new or existing legislations. We understand that this is essential for the uninterrupted and smooth functioning of our services and the ongoing business relationship with our Customers.

      We pledge to collaborate closely with the relevant government agencies to understand the scope of required changes and to implement them in a manner that maintains the highest standards of privacy, security, and user experience.

      Please note that any amendments made under this clause will strictly pertain to our interactions with government entities and their employees. They will not apply to non-governmental users unless expressly specified, and will always be carried out in a manner that upholds the integrity of our services and respects the rights of all users.

      This clause is subject to our continuous review and will be updated as necessary to adapt to changes in legal and operational environments. (edited)

      13.3 Force Majeure

      Neither party will be held responsible for failure or delay of performance if caused by events beyond their reasonable control, such as an act of war, hostility, sabotage, act of God, electrical or internet outage not caused by the obligated party, government restrictions, or other similar events. Each party will use reasonable efforts to mitigate the effects of a force majeure event.

      13.4 Actions Permitted

      Except for actions relating to nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

      13.5 Relationship of the Parties

      The agreement establishes that no joint venture, partnership, employment, or agency relationship exists between us.

      13.6 Compliance with Laws

      We will comply with all applicable laws in our provision of the Subscription Service and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process. You agree to comply with all laws in your use of the Subscription Service.

      13.7 Severability

      If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

      13.8 Notices

      Notices will be sent to the contact address listed herein, and will be deemed delivered as of the date of actual receipt.

      13.9 Entire Agreement

      This Agreement, along with our Privacy Policy, is the complete agreement between us for the Subscription Service and supersedes all other proposals and agreements, whether electronic, oral or written.

      13.10. Assignment

      You will not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, or sale of all or substantially all of our assets.

      13.11 No Third Party Beneficiaries

      This Agreement does not confer upon any third party person or entity any right, benefit, or remedy.

      13.12 Contract for Services

      This Agreement is a contract for the provision of services and not a contract for the sale of goods.

      13.13 Authority

      Each party represents and warrants that it has full authority to enter into this Agreement.

      13.14 Survival

      Certain sections of this Agreement will survive its expiration or termination.

      14. Governing Law and Jurisdiction

      We strive to make your experience with our Services satisfactory. Thus, should you encounter any issues or disputes, we encourage you to raise and try to resolve them with us informally. You can contact us with your feedback and concerns using the contact information specified in this agreement.

      15. Government Entities

      If you are a city, county, territorial, or provincial government entity within Canada, the laws of your jurisdiction will apply to any disputes or claims arising out of or in connection with these Terms or your use of our Services.

      If you are a federal government entity of Canada, any disputes or claims will be governed by the federal laws of Canada. In the absence of applicable federal law, the laws of the Province of Quebec will apply.

      Regardless of the nature of your government entity, all disputes related to these Terms or the use of our Services will be brought solely in the federal or provincial courts located in Laval, Quebec, Canada.

      Please be aware that this section doesn't limit any rights you may have as a government entity that cannot be waived by contract.

      16. Contact Information

      Email address: info@baseline.io

      Address: Baseline Telematics Inc., 324 Chemin du Tour, Laval, QC H7Y 1S5, Canada.