Terms and Conditions

WELCOME TO DISPATCHNINJA! This Agreement is a contract between You and 2113890 Alberta Ltd, an Alberta corporation, and governs Your Use of the Product and the Services. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service and Use Agreement and the agreements, as may be applicable to You from time to time, on the Legal Agreements​ page, including the Privacy Policy​ before You may become a Dispatchninja user. You should read all of these terms and conditions carefully. This Agreement contains several sections. Some capitalized terms have specific definitions in Section 1 (Definitions). 1. DEFINITIONS In this Agreement, the following terms will have the meanings set out below: “Account”​ means Your account with Us; “Affiliate​” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person will be deemed to control a Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” and “controlling” will have a similar meaning; “Agreement​” means this Terms of Service and Use Agreement, and all schedules annexed to this Agreement as the same may be amended from time to time in accordance with the provisions hereof; “hereof, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular article or section; “Article​” or “Section​” means and refers to the specified article or section of this Agreement; “Credit Card Information”​ means the name and number of a valid credit card, full name of the credit card holder and all other information necessary to make payments using that credit card; “Data Storage and Usage”​ means the amount of data per month that You, using the Services, upload to or download from, or transmit, or store on Our server, and which amount of data is determined by Us in our sole discretion; “Fee Period”​ means a thirty (30) day period commencing on the day of activation of Your Account and ending on the thirtieth (30th) day after that; “Including​” means including without limitation, and the term “including” will not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it; and “includes” means includes without limitation; “Person​” includes an individual, sole proprietorship, corporation, limited liability corporation, not-for-profit corporation, partnership, trust, association, joint venture, unincorporated organization, the Crown or any agency or instrumentality thereof and any other judicial entity recognized by law; “Product”​ means the software developed and owned by Us or Our Affiliates and used by You; “Services” ​means technical and other services that We provide to You under this Agreement; “Subscription Fee” ​means a periodic fee in the amount of $129.00 (One Hundred Twenty Nine) Dollars, as it may be changed by Us unilaterally from time to time, per every Fee Period; “Substantial Change”​ means a change to the terms of this Agreement that reduces Your rights or increases Your responsibilities, but does not include increases to existing or introduction of new fees; “Term”​ means the period of time commencing on the date when You start using the Product or Services and running up to the last day of the following month; “Usage Fee”​ means the amount of money payable by You to Us based on the Data Storage and Usage by You; “Use​” means to manufacture, apply, implement, market, sublicense, export, integrate with Our products; “We”​, “Us”​, “Our”​ means 2113890 Alberta Ltd., and, where context requires, Our parent and Affiliates; “You”​, “Your”​ means You, Our customer. 2. LICENSE GRANT 2.1. The license granted under this Agreement is specifically set forth herein, and no licenses are granted by Us to You by implication or estoppel. 2.2. License Grant from Us to You.​ If You are using the Product having agreed to these Terms of Service and Use Agreement and the Privacy Policy then We grant You a revocable, non-exclusive, non-transferable license to Use the Product in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software for Use in conjunction with Your business only. 2.3. You may not share, rent, lease or otherwise transfer Your rights in the Product to a third party. 2.4. You must comply with the implementation and Use requirements contained in all Our documentation accompanying the Services. If You do not comply with Our implementation and use requirements You will be liable for all resulting damages suffered by You, Us and third parties. 2.5. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the Product. 2.6. You acknowledge that We own all rights, title and interest to the Product. 2.7. Any third party software application You use on Our website is subject to the license You agreed to with the third party that provides You with this software. We do not own, control nor have any responsibility or liability for any third party software application You elect to use on Our website and/or in connection with the Services. 2.8. We do not claim any intellectual property rights over the material You provide to Us. All material You upload remains Yours. 2.9. You represent and warrant that none of the following infringe any intellectual property or publicity right: Your provision of data to Us, Your posting of data using the Services, and Our use of such data (including of works derived from it) in connection with the Services. 3. YOUR OBLIGATIONS 3.1 You will not resell, sub-license, lease, distribute, reverse engineer, reverse compile or disassemble any portion of the Product, or otherwise attempt to analyze any steps of the Product. 3.2 You will not repackage, translate, adapt, vary, modify, alter, create derivative works based upon the Product, or integrate any other computer programs with, the Product in whole or in part. 3.3 You will not transfer or assign Your rights or obligations under this Agreement to any person or authorize all or any part of the Product to be copied on to another user’s computer. 3.4 Prohibited Activities​ You may not Use the Product or the Services for activities that: 1. violate any law, statute, ordinance or regulation. 2. relate to transactions involving: (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety; (b) drug paraphernalia; (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity; (d) stolen goods including digital and virtual goods; (e) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime; (f) items that are considered obscene; (g) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (h) certain sexually oriented materials or services; (i) ammunition, firearms, or certain firearm parts or accessories; or (j) certain weapons or knives regulated under applicable law. 3. relate to transactions that: (a) show the personal information of third parties in violation of applicable law: (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or illegal multi-level marketing programs; (c) involve currency exchanges or check cashing businesses, or (d) involve offering or receiving payments for the purpose of bribery or corruption. 3.5 You are independently responsible for complying with all applicable laws in all of Your actions related to Your Use of the Services, regardless of the purpose of the Use. In addition, You must adhere to the terms of this Agreement. 4. TECHNICAL SUPPORT AND UPDATES 4.1 Provided that Your Account is in good standing, We will, during the Term of this Agreement, provide You with a reasonable level of support, in connection with the Services, via e-mail or Our website, or a dedicated 24/7 customer support telephone line. 4.2 During the Term of this Agreement, We will deliver to You all upgrades, modifications, enhancements, and new versions of the Product after its production release. Upon such delivery, the license granted to You pursuant to this Agreement will be deemed to include the delivered upgrades, modifications, enhancements, and new versions of the Product. 5. COMPENSATION 5.1 In consideration for the license to Use the Product and for the Services, You agree to pay Us the Subscription Fee during the Term of this Agreement. In addition, You agree to pay Us the Usage Fee, which Usage Fee We can set and amend from time to time in our sole discretion based on Your Data Storage and Usage. We will notify You by email communication or posting on Our website at least thirty (30) days before the date when the Usage Fee becomes effective. If you do not agree to pay the Usage Fee you will discontinue Your Use of the Product and Services prior to the effective date of the Usage Fee. If You continue Using Product or Services after the effective date of the Usage Fee, You accept the Usage Fee set or amended, as the case may be, by Us and will pay us the Usage Fee when same is due and payable. 5.2 We will provide technical support for the first 30 days after installation of the product. 5.3 We will provide to You the bill for the Subscription Fee and Usage Fee, if any, at the beginning of every Fee Period, and the Usage Fee and the Subscription Fee owed to Us for each Fee Period will be payable immediately. The Usage Fee will be based on our estimate of Your Use of the Product and Services during the upcoming Fee Period. We will adjust Your Usage Fee at the end of every Fee Period based on the amount of data You stored or transmitted using the Product or Services during the previous Fee Period. 5.4 Your obligations for the payment of the Subscription Fee and the Usage Fee will survive expiration or termination of this Agreement and will continue for so long as You continue to Use the Product or Services. 5.5 All payments due hereunder will be made in Canadian dollars. 5.6 To activate Your Account, You will provide to Us the Credit Card Information and will provide Us with updated Credit Card Information immediately upon changes to it. 5.7 We will bill You for the Services at the start of the Fee Period by sending an invoice to the email address You provided to Us at the time of registration and activation of Your account. We will use the Credit Card Information at the start of every Fee Period to pay any and all outstanding fees owed to Us by You. ○ If We cannot process the payment Using the Credit Card Information provided by You, We will notify You and You will pay Us immediately or provide other Credit Card Information. If We do not receive payment from You within seven (7) days after expiry of the previous Fee Period, Your Account will be suspended and will not be in good standing. Late payments will incur interest at the rate of two (2) PERCENT (2%) per month from the date such payments were originally due. The amount of interest will be added to the principal amount owed at the end of each month and the sum will constitute the total principal amount owed thereafter. ○ All Our fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (the “Taxes”)​ . ○ If You are a resident of Canada, You are responsible for all applicable taxes that arise from, or as a result of Your subscription to, or Use of the Product or Services. The Taxes are based on the rates applicable to the Canadian billing address You provided to Us at the time of registration. Such amounts are in addition to Subscription Fee and Usage Fee and will be billed to the Credit Card Information. If You are exempt from payment of the Taxes, You must provide Us with the original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date We receive such a certificate. 6. OWNERSHIP 6.1 You agree that We are and will remain the owner of all intellectual property rights in the Product and all modifications, written materials, logos, trademarks, trade-names, copyright, patents, trade secret and moral rights, registered or unregistered. No proprietary interests or title in or to the intellectual property in the Product or any modifications is transferred to You by this Agreement. We reserve all rights not expressly licensed to You under this Agreement. 6.2 You will retain ownership of any document that You provide to Us, upload to, or store on Our server and You are solely responsible for safety and security of such data and information. We will gain ownership in any and all data that You provide to Us or upload to Our server and will retain ownership in such data after termination or expiration of this Agreement. 6.3 We are under no obligation to provide to You a backup copy of any data or information provided to Us by You or uploaded to Our server. 7. INFRINGEMENTS 7.1 We will have the sole and exclusive right, in Our sole and absolute discretion, to institute and prosecute actions against any Person for infringement of the rights licensed in this Agreement. All sums recovered in any such action, whether by judgment, settlement or otherwise, in excess of the amount of reasonable legal fees and other out of pocket expenses of such action, will be retained solely by Us. 7.2 You agree to cooperate fully with Us in the prosecution of any action against any Person and will execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such action. We will reimburse You for reasonable expenses incurred by You as a result of such cooperation. 8. INTELLECTUAL PROPERTY INDEMNITY 8.1 You will, at Your own expense, defend and indemnify Us for damages and reasonable costs incurred in any suit, claim or proceeding brought against Us based on Your failure to perform Your contractual obligations to a third party which failure is alleged to be caused by, or connected with the Product or Services. 9. LIMITATION OF LIABILITY 1. The limitation of liability provisions of this Agreement reflect an informed voluntary allocation of the risks, known and unknown, that may exist in connection the Product and Services, and that such voluntary risk allocation represents a material part of the Agreement reached between You and Us. Should We be in breach of any obligation under this Agreement, You agree that Your remedies will be limited to those set forth in this Agreement. a) THE PRODUCT AND SERVICES ARE NOT GUARANTEED AND ARE PROVIDED “AS IS” AND AS AVAILABLE AND WE, OUR DIRECTORS, OFFICERS AND OUR EMPLOYEES GIVE NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, COMPATIBILITY, TITLE, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PRODUCT OR SERVICES, AND OPERATION OF OUR WEB SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. TO THE EXTENT THAT THE PROVINCE IN WHICH YOU RESIDE DOES NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. b) IN NO EVENT WILL WE OR OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY CLAM FOR: (i) PUNITIVE, EXEMPLARY, OR AGGRAVATED DAMAGES; (ii) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF YOUR OR THIRD PARTY DATA, MATERIALS OR FACILITIES, INCLUDING COMPUTER RESOURCES AND ANY STORED DATA; (iii) INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES; (iv) CONTRIBUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST YOU; (v) ANY DAMAGES WHATSOEVER RELATING TO THIRD PARTY PRODUCTS OR SERVICES; OR (vi) ANY DAMAGES WHATSOEVER RELATING TO INTERRUPTION, DELAYS, ERRORS OR OMISSIONS. c) IN ADDITION, TO THE EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM: (i) YOUR USE OF OR YOUR INABILITY TO USE OUR WEBSITE, PRODUCT OR SERVICES; (ii) DELAYS OR DISRUPTIONS IN OUR WEB SITE, PRODUCT OR SERVICES; (iii) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITE, PRODUCT OR SERVICES OR ANY SITE OR SERVICE LINKED TO OUR WEB SITE, PRODUCT OR SERVICES; (iv) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEB SITE, PRODUCT OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (v) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (vi) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (vii) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS AGREEMENT OR OUR POLICIES. d) IN ANY EVENT OUR MAXIMUM TOTAL LIABILITY FOR ANY CLAIM WHATSOEVER, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, AND YOUR SOLE REMEDY, WILL BE LIMITED TO DIRECT, PROVABLE DAMAGES AND SHALL NOT TO EXCEED THE LESSER OF: (i) THE AMOUNT OF FEES PAID TO US UNDER THIS AGREEMENT; OR (ii) TEN THOUSAND CANADIAN DOLLARS ($10,000.00). 10. TERM AND TERMINATION 1. This Agreement constitutes a month to month subscription service to You by Us and is in effect until terminated pursuant to this section. 2. We may immediately terminate this Agreement by giving written notice to You in the event that You do any of the following or any of the following events occur: a. You file a petition in bankruptcy or are petitioned into bankruptcy or become insolvent, or make an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if You discontinue Your business or a receiver is appointed for You or Your business; b. You breach any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Product; or c. You fail, on one (1) or more occasions during any twelve (12) month period to make timely payment of the Subscription Fee or Usage Fee. 3. You have the right to terminate this Agreement at any time on fourteen (14) days written notice to Us. In such event, all moneys paid to Us will be deemed non-refundable. 4. Notwithstanding this section 10, We may forthwith terminate this Agreement if You are in breach of any one or more of sections 2, 3, 5, 7, 8 or 9 of this Agreement. 5. We will provide to You a written notice of the termination as soon as practicable but written notice will not be a necessary prerequisite to such termination. 6. Upon the termination or expiry of this Agreement: a. all of Your rights under this Agreement will forthwith terminate and immediately revert to Us; and b. You will forthwith pay all sums owing to Us hereunder. 10.1 Nothing in this section 10 will limit either Party’s rights or remedies available to it under this Agreement. 11. SURVIVAL The provisions of sections 1, 2, 3, 6, 7, 8, 9, 10, 11, 13, 14, 16, 17, and 18 herein will survive the expiry or termination of this Agreement for whatever reason. 12. FORCE MAJEURE Dates and times by which We are required to render performance under this Agreement will be automatically postponed to the extent and for the period that We are prevented from meeting them by reason of any cause beyond Our reasonable control. 13. ASSIGNMENT 13.1 We may assign this Agreement, or any of Our rights or obligations hereunder, in whole or in part. 13.2 You may not assign this Agreement, or any of its rights or obligations hereunder, in whole or in part, without Our prior written consent, which consent may be unreasonably withheld. 14. GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and federal laws of Canada applicable therein and will be treated, in all respects, as an Alberta contract. The Parties submit to the jurisdiction of the courts of the Province of Alberta. You agree to waive any right it may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Us related to the Product, Services or this Agreement and, where applicable, You also agree to opt out of any class proceedings against Us. 15. AMENDMENT We may amend and update this Agreement without Your consent at any time by posting a revised version on Our Website. The revised version will be effective at the time We post it. If the revised version includes a Substantial Change, We will provide You with at least 30 days’ prior written notice by posting notice on Our Website, which can also be found by clicking on the Legal Agreements link on the bottom of every page on Our Website and by notifying You by email that We have amended the Agreement, and the date the amendments will be effective, and Your right to terminate Your relationship with Us at any time without cost or penalty if You do not agree to the amendments. If You do not wish to be bound by this Agreement, You must stop Using the Product and Services and terminate Your relationship with Us in accordance with Section 10. The Agreement will continue to apply to Your previous Use of the Product and Services. 16. SEVERABILITY If any part of this Agreement is held to be unenforceable or invalid, it will be severed from the rest of this Agreement, which will continue in full force and effect. 17. NUMBER AND GENDER Words importing the singular include the plural and vice versa; and words importing gender include all genders. 18. ENTIRE AGREEMENT This Agreement, and any schedules or other documents referred to herein, constitutes the entire agreement between You and Us relating to the Product and Services, and supersedes all prior written or oral agreements, representations and other communications between You and Us, and will ensure to the benefit of and be binding upon Your and Our respective successors and permitted assigns. Last Update: May 24th 2018