Terms of Use
1.
APPLICATION OF TERMS
1.1.
These Terms apply to your use of the Service (as the term is defined
below). By using CityROVER:
a.
you agree to these Terms; and
b.
where your access and use is on behalf of another individual or entity
(e.g. a company), you confirm that you are authorized to do so, and agree to
these Terms on said individual’s or entity’s behalf and that, by agreeing to
these Terms agree that said individual or entity is bound by these Terms.
1.2.
If you do not agree to these Terms, you are not authorized to access and
use the Service and you must stop doing so immediately.
2.
CHANGES
2.1.
We may change these Terms at any time and will notify you of the
change(s) by email or by posting a notice on the Website . Unless stated
otherwise, any change takes effect from the date set out in the notice. You are
responsible for ensuring that you are familiar with the latest Terms. By
continuing to access and use the Service from the date on which the Terms are
changed, you agree to be bound by the changed Terms.
2.2.
These Terms were last updated on May 18, 2020.
3.
INTERPRETATION
In these Terms:
Confidential
Information means any information that is not public knowledge and that is
obtained from the other party in the course of or in connection with the provision
and use of the Service. Our Confidential Information includes Intellectual
Property owned by us (or our licensors), including the CityROVER Platform. Your
Confidential Information includes the Data.
Data means
all data, content, and information (including personal information) owned, held,
used or created by you or on your behalf that is stored using, or inputted
into, the Service.
Fees means
the applicable fees set out on our pricing schedule or as agreed otherwise in
writing between you and us as may be updated from time to time in accordance
with clause 8.5 .
Force
Majeure means an event that is beyond the reasonable control of a party,
excluding:
▲
an event to the extent that it could have been avoided by a party taking
reasonable steps or reasonable care; or
▲
a lack of funds for any reason.
including and
similar words do not imply any limit.
Intellectual
Property Rights includes copyright and all rights existing anywhere in the
world conferred under statute, common law or equity relating to inventions
(including patents), registered and unregistered trademarks and designs,
circuit layouts, data and databases, confidential information, know-how, and
all other rights resulting from intellectual activity. Intellectual Property
has a consistent meaning, and includes any enhancement, modification or
derivative work of the Intellectual Property.
Objectionable includes
being objectionable , defamatory, obscene, harassing, threatening,
harmful, or unlawful in any way.
a party
includes that party’s permitted assigns.
Permitted Users
means your personnel who are authorized to access and use the Service on your
behalf in accordance with clause 6.3 .
a person
includes an individual, a body corporate, an association of persons (whether
corporate or not), a trust, a government department, or any other entity.
personal
information means information about an identifiable, living person.
personnel includes
officers, employees, contractors and agents, but a reference to your personnel
does not include us.
CityROVER Platform means
the software owned by us (and our licensors) that is used to provide the Service .
Service means
the service having the core functionality described on the Website, as the
Website is updated from time to time .
Start
Date means the date that your organization’s account was set up
Terms means
these terms titled CityROVER terms of use.
Underlying
Systems means the CityROVER Cloud Software, CityROVER Device Software, systems and
networks (including software and hardware) used to provide the Service,
including any third party solutions, systems and networks
We us or our
means CityROVER, a Canadian company incorporated under the federal
laws of Canada and located in Richmond Hill, Ontario.
Website means
the internet site at https://rover.camera , its subdomains, or such other site
notified to you by us.
Year means
a 12-month period starting on the Start Date or the anniversary of that date.
You or your
means you or, if clause 1.1b applies , both you and the other person
on whose behalf you are acting.
Words in the
singular include the plural and vice versa.
A reference to
a statute includes references to regulations, orders or notices made under or
in connection with the statute or regulations and all amendments, replacements
or other changes to any of them.
4.
PROVISION OF THE SERVICE
4.1.
We must use reasonable efforts to provide the Service:
a.
in accordance with these Terms and Canadian law;
b.
exercising reasonable care, skill and diligence; and
c.
using suitably skilled, experienced and qualified personnel.
4.2.
Our provision of the Service to you is non-exclusive. Nothing in these
Terms prevents us from providing the Service to any other person.
4.3.
We must use reasonable efforts to ensure the Service is available during
normal business hours in Richmond Hill, Ontario. However, it is possible that
on occasion the Service may be unavailable to permit maintenance or other
development activity to take place, or in the event of Force Majeure. We must
use reasonable efforts to publish on the Website and/or notify you by email
advance details of any unavailability.
5.
OUR OBLIGATIONS
5.1.
We secure your confidentiality through:
a.
internal security measures;
b.
pre-employment screening, and;
c.
check of integrity and conduct of employees who have access to
confidential information.
5.2.
We ensure the integrity of your data through:
a.
redundant storage for your data;
b.
regular back up of database and files, and;
c.
role base system access for users.
5.3.
In the event of a breach in security resulting in actual or suspected
loss or unauthorized access to your data, we shall:
a.
Immediately notify you of the breach in writing after we become aware of
the breach;
b.
promptly conduct a forensics examination to determine to what
extent such information was compromised;
c.
promptly provide to you, in writing, details concerning the breach,
including:
i nature and
impact of the breach,
ii assessment of
immediate risk due to the breach,
iii corrective
actions already taken, and
iv corrective
actions to be taken;
d.
promptly cooperate with you, regulators and law enforcement to assist in
regaining possession of the information and prevent its further unauthorized
use;
e.
promptly take the corrective actions identified in ‘iv’ above
f.
promptly take measures to restore and enhance its security policies and
procedures to avoid further breaches.
6.
YOUR OBLIGATIONS
6.1.
You and your personnel must:
a.
use the Service in accordance with these Terms solely for:
i your own
governmental or internal business purposes; and
ii lawful
purposes; and
b.
not resell or make available the Service to any third party, or
otherwise commercially exploit the Service.
6.2.
When accessing the Service, you and your personnel must :
a.
not impersonate another person or misrepresent authorization to act on
behalf of others or us;
b.
correctly identify the sender of all electronic transmissions;
c.
not attempt to undermine the security or integrity of the Underlying
Systems;
d.
not use, or misuse, the Service in any way which may impair the
functionality of the Underlying Systems or impair the ability of any other user
to use the Service;
e.
not attempt to view, access or copy any material or data other than:
i that which you
are authorized to access; and
ii to the extent
necessary for you to use the Service in accordance with these Terms; and
f.
neither use the Service in a manner, nor transmit, input or store any
Data, that breaches any third party right (including Intellectual Property
Rights and privacy rights) or is Objectionable, incorrect or misleading.
6.3.
A breach of any of these Terms by your personnel (including, to avoid
doubt, a Permitted User) is deemed to be a breach of these Terms by you.
6.4.
You are responsible for procuring all licences, authorizations and
consents required for you and your personnel to use the Service, including to
use, store and input Data into, and process and distribute Data through, the
Service.
7.
DATA
7.1.
You own and have full access to the Data collected by the CityROVER enabled
device(s) under your account;
7.2.
You acknowledge that:
a.
we may require access to the Data to exercise our rights and perform our
obligations under these Terms; and
b.
to the extent that this is necessary but subject to clause 10 , we
may authorize a member or members of our personnel to access the Data for this
purpose.
7.3.
You must arrange all consents and approvals that are necessary for us to
access the Data as described in clause 7.1.
7.4.
You acknowledge and agree that:
a.
we may:
i use Data to generate
anonymized and aggregated statistical and analytical data (Analytical Data),
ii use anonymized
Data for our internal research and product development purposes and to conduct
statistical analysis and identify trends and insights;
iii supply
Analytical Data to
third parties; [and]
iv Use the data in
accordance to the manners described under our privacy policy, located on: https://www.cityrover.com/cityrover-privacy/
b.
our rights under clause 7.4a above will survive termination of expiry of
the Agreement; and
c.
title to, and all Intellectual Property Rights in, Analytical Data and derivative
intellectual property is and remains our property.
7.5.
You acknowledge and agree that to the extent Data contains personal
information, in collecting, holding and processing that information through the
Service, we are acting as your agent for the purposes of ay applicable privacy
law. You must obtain all necessary consents from the relevant individual to
enable us to collect, use, hold and process that information in accordance with
these Terms.
7.6.
While we will take standard industry measures to back up all Data stored
using the Service, you agree to keep a separate back-up copy of all Data
uploaded by you onto the Service. Our Service has built in tools which provide
to you the ability to export your Data.
7.7.
You indemnify us against any liability, claim, proceeding, cost, expense
(including the actual legal fees charged by our solicitors) and loss of any
kind arising from any actual or alleged claim by a third party that any Data
infringes the rights of that third party (including Intellectual Property
Rights and privacy rights) or that the Data is Objectionable, incorrect or
misleading.
8.
FEES
8.1.
You must pay us the Fees.
8.2.
We will provide you with valid HST tax invoices at least 30 days prior
to the due date for payment.
8.3.
The Fees exclude HST, which you must pay on taxable supplies.
8.4.
We may charge interest on overdue amounts. Interest will be calculated
from the due date to the date of payment (both inclusive) at an annual
percentage rate equal to the corporate overdraft reference rate (monthly
charging cycle) applied by our primary commercial bank as at the due date (or,
if our primary commercial bank ceases to quote that rate, then the rate which
in the opinion of the bank is equivalent to that rate in respect of similar
overdraft accommodation expressed as a percentage) plus 2% per annum.
8.5.
We may increase the Fees by giving at least 90 days’ notice prior to the
renewal period of your Service. If you do not wish to pay the increased Fees,
you may terminate these Terms and your right to access and use the Service on
no less than 30 days’ notice before the renewal period, provided the notice is
received by us before the effective date of the Fee increase. If you do not
terminate these Terms and your right to access and use the Service in
accordance with this clause, you are deemed to have accepted the increased Fees.
9.
INTELLECTUAL PROPERTY
9.1.
Subject to clause 9.2, title to, and all Intellectual Property Rights
in, the Service, the Website, and all Underlying Systems is and remains our
property (and our licensors’ property). You must not contest or dispute that
ownership, or the validity of those Intellectual Property Rights.
9.2.
Title to, and all Intellectual Property Rights in, the Data (as between
the parties) remains your property. You grant us a worldwide, non-exclusive,
fully paid up, transferable, irrevocable licence to use, store, copy, modify,
make available and communicate the Data for any purpose in connection with the
exercise of our rights and performance of our obligations in accordance with these
Terms.
9.3.
To the extent not owned by us, you grant us a royalty-free,
transferable, irrevocable and perpetual licence to use for our own business
purposes any know-how, techniques, ideas, methodologies, derivative data aimed
at bettering our Service, and similar Intellectual Property used by us in the
provision of the Services.
9.4.
If you provide us with ideas, comments or suggestions relating to the
Service or Underlying Systems (together feedback):
a.
all Intellectual Property Rights in that feedback, and anything created
as a result of that feedback (including new material, enhancements,
modifications or derivative works), are owned solely by us; and
b.
we may use or disclose the feedback for any purpose.
10.
CONFIDENTIALITY
10.1. Each party
must, unless it has the prior written consent of the other party:
a.
keep confidential at all times the Confidential Information of the other
party;
b.
effect and maintain adequate security measures to safeguard the other
party’s Confidential Information from unauthorized access or use; and
c.
disclose the other party’s Confidential Information to its personnel or
professional advisors on a need to know basis only and, in that case, ensure
that any personnel or professional advisor to whom it discloses the other
party’s Confidential Information is aware of, and complies with, clauses 10.1a and
10.1b .
10.2. The obligation
of confidentiality in clause 10.1 does not apply to any disclosure or use of
Confidential Information:
a.
for the purpose of performing a party’s obligations, or exercising a
party’s rights, under these Terms;
b.
required by law;
c.
which is publicly available through no fault of the recipient of the
Confidential Information or its personnel;
d.
which was rightfully received by a party from a third party without
restriction and without breach of any obligation of confidentiality; or
e.
by us if required as part of a bona fide sale of our business (assets or
shares, whether in whole or in part) to a third party, provided that we enter
into a confidentiality agreement with the third party on terms no less
restrictive than this clause 10 .
11.
WARRANTIES
11.1. Each party
warrants that it has full power and authority to enter into, and perform its
obligations under, these Terms.
11.2. To the maximum
extent permitted by law:
a.
our warranties are limited to those set out in these Terms, and all
other conditions, guarantees or warranties whether expressed or implied by
statute or otherwise are expressly excluded and, to the extent that they cannot
be excluded, liability for them is limited to the aggregate Fees paid by you to
us in the last three months; and
b.
we make no representation concerning the quality of the Service and do
not promise that the Service will:
i meet your
requirements or be suitable for a particular purpose, including that the use of
the Service will fulfil or meet any statutory role or responsibility you may
have; or
ii be secure, free
of viruses or other harmful code, uninterrupted or error free. (though we will
continuously undertake reasonable efforts using best practices to prevent
and/or mitigate such potential issues)
11.3. You agree and
represent that you are acquiring the Service, and accepting these Terms, for
the purpose of trade. The parties agree that:
a.
to the maximum extent permissible by law, the Consumer Protection Act,
2002, S.O. 2002, c. 30, Sched. A and any other applicable consumer protection
legislation does not apply to the supply of the Service or these Terms; and
b.
it is fair and reasonable that the parties are bound by this
clause 11.3 .
11.4. Where
legislation or rule of law implies into these Terms a condition or warranty
that cannot be excluded or modified by contract, the condition or warranty is
deemed to be included in these Terms. However, our liability for any breach of
that condition or warranty is limited, at our option, to:
a.
supplying the Service again; and/or
b.
paying the costs of having the Service supplied again.
12.
LIABILITY
12.1. Our maximum
aggregate liability under or in connection with these Terms or relating to the
Service, whether in contract, tort (including negligence), breach of statutory
duty or otherwise, must not in any Year exceed 30% of the Fees paid by you to
us in the previous year. The cap in this clause 12.1 includes the cap set
out in clause 11.2a .
12.2. Neither party
is liable to the other under or in connection with these Terms or the Service
for any:
a.
loss of profit, revenue, savings, business, use, data (including Data),
and/or goodwill; or
b.
consequential, indirect, incidental or special damage or loss of any
kind.
12.3. Clauses 12.1 and
12.2 do not apply to limit our liability under or in connection with these
Terms for:
a.
personal injury or death;
b.
fraud or wilful misconduct;
12.4. Clause 12.2 does
not apply to limit your liability:
a.
to pay the Fees;
b.
under the indemnity in clause 7.7 ; or
c.
for those matters stated in clause 12.3a to 12.3b
12.5. Neither party
will be responsible, liable, or held to be in breach of these Terms for any
failure to perform its obligations under these Terms or otherwise, to the
extent that the failure is caused by the other party failing to comply with its
obligations under these Terms, or by the negligence or misconduct of the other
party or its personnel.
12.6. Each party must
take reasonable steps to mitigate any loss or damage, cost or expense it may
suffer or incur arising out of anything done or not done by the other party
under or in connection with these Terms or the Service.
13.
TERM, TERMINATION AND SUSPENSION
13.1. Unless
terminated under this clause 13 , these Terms and your right to access and
use the Service:
a.
starts on the Start Date; and
b.
continues until a party gives at least 30 days’ notice that these Terms
and your access to and use of the Service will terminate on the expiry of that
notice.
13.2. Subject to
clause 8.5 , if the subscription option you have selected includes a
minimum initial term, the earliest date for termination under clause 13.1 will
be the expiry of that initial term.
13.3. Either party
may, by notice to the other party, immediately terminate these Terms and your
right to access and use the Service if the other party:
a.
breaches any material provision of these Terms and the breach is not:
i remedied within
10 business days of the receipt of a notice from the first party requiring it
to remedy the breach; or
ii capable of
being remedied; or
b.
becomes insolvent, liquidated or bankrupt, has an administrator,
receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent
appointed, becomes subject to any form of insolvency action or external
administration, or ceases to continue business for any reason.
13.4. You may terminate
these Terms and your right to access and use the Service in accordance with
clause 8.5 .
13.5. Termination of
these Terms does not affect either party’s rights and obligations that accrued
before that termination.
13.6. On termination
of these Terms, you must pay all Fees for the provision of the Service prior to
that termination.
13.7. No compensation
is payable by us to you as a result of termination of these Terms for whatever
reason, and you will not be entitled to a refund of any Fees that you have
already paid.
13.8. Except to the
extent that a party has ongoing rights to use Confidential Information, at the
other party’s request following termination of these Terms but subject to
clause 13.9 , a party must promptly return to the other party or destroy
all Confidential Information of the other party that is in the first party’s
possession or control. In the event that it is not possible to do due to a
statutory, legal or technological reason (such as system-wide backups), such
copies shall be stored securely under the same level of security which the
storing party would be using to protect its own Confidential Information.
13.9. At any time
prior to 15 days after the date of termination, you may:
a.
retrieve data stored using the Service. We do not warrant that the
format of the Data will be compatible with any software; and/or
b.
request deletion of the Data stored using the Service, in which case we
must use reasonable efforts to promptly delete that Data.
13.10. To avoid doubt,
we are not required to comply with clause 13.9a to the extent that you have
previously requested deletion of the Data.
13.11. Without
limiting any other right or remedy available to us, we may restrict or suspend
your access to and use of the Service and/or delete, edit or remove the
relevant Data if we consider that you or any of your personnel have:
a.
undermined, or attempted to undermine, the security or integrity of the
Service or any Underlying Systems;
b.
used, or attempted to use, the Service:
i for improper
purposes; or
ii in a manner,
other than for normal operational purposes, that materially reduces the
operational performance of the Service;
c.
otherwise materially breached these Terms.
14.
GENERAL
14.1. Neither party
is liable to the other for any failure to perform its obligations under these
Terms to the extent caused by Force Majeure.
14.2. No person other
than you and us has any right to a benefit under, or to enforce, these Terms.
14.3. For us to waive
a right under these Terms, that waiver must be in writing and signed by us.
14.4. Subject to
clause 7.5 , we are your independent contractor, and no other relationship
(e.g. joint venture, agency, trust or partnership) exists under these Terms.
14.5. If we need to
contact you, we may do so by email or by posting a notice on the Website. You
agree that this satisfies all legal requirements in relation to written
communications. You may give notice to us under or in connection with these
Terms by emailing info@cityrover.com
14.6. These Terms,
and any dispute relating to these Terms or the Service, are governed by and
must be interpreted in accordance with the laws of Ontario. Each party submits
to the non-exclusive jurisdiction of the Courts of Ontario in relation to any
dispute connected with these Terms or the Service.
14.7. Clauses which,
by their nature, are intended to survive termination of these Terms, including
clauses 7.7 , 9 , 10 , 12 , 13.5 to 13.9 and 14.6 ,
continue in force.
14.8. If any part or
provision of these Terms is or becomes illegal, unenforceable, or invalid, that
part or provision is deemed to be modified to the extent required to remedy the
illegality, unenforceability or invalidity. If modification is not possible,
the part or provision must be treated for all purposes as severed from these
Terms. The remainder of these Terms will be binding on you.
14.9. Subject to
clauses 2.1 and 8.5 , any variation to these Terms must be in writing and
signed by both parties.
14.10. These Terms set
out everything agreed by the parties relating to the Service, and supersede and
cancel anything discussed, exchanged or agreed prior to the Start Date. The
parties have not relied on any representation, warranty or agreement relating
to the Service that is not expressly set out in these Terms, and no such
representation, warranty or agreement has any effect from the Start Date.
14.11. You may not
assign, novate, subcontract or transfer any right or obligation under these
Terms without our prior written consent, that consent not to be unreasonably
withheld. You remain liable for your obligations under these Terms despite any
approved assignment, subcontracting or transfer.