These Subscription Services Terms & Conditions (the “Terms & Conditions”) govern all Orders and the products and services described therein, entered into by the customer named in such Order (“Customer”), and Teldio Corporation and its Affiliates (“Teldio”). By completing an Order with Teldio, Customer agrees to abide by, be bound by, and be subject to, these Terms & Conditions. These Terms shall apply to all use of the Subscription Services irrespective of whether an Order has been completed in accordance with the terms hereto.
If you are an individual who is entering into and completing the Order on behalf of Customer, you represent that you have the authority to bind Customer to these Terms & Conditions, in which case the term “Customer” or “You” shall refer to such organization or entity. If You do not have such authority, or You do not agree with these Terms & Conditions, You must not sign the Order and You may not use the Services.
These Terms & Conditions are effective between Customer and Teldio as of the date the Order becomes binding (the “Effective Date”).
a. “Affiliates” means any legal entity that controls, is controlled by, or is commonly controlled with a party, and “control” means more than 50% ownership or the right to direct management of an entity.
b. “Confidential Information” means any non-public information of either party disclosed to the other, either directly or indirectly, in writing, orally, or by inspection, or to which the other party may have access, including, but not limited to: (a) technical or business information of either party, including, without limitation, any information relating to either party’s techniques, algorithms, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information; (b) any other information of either Party that is marked as proprietary or confidential, or is otherwise reasonably understood to be confidential in nature given the circumstances of disclosure; and (c) the specific terms and conditions of these Terms & Conditions.
c. “Content” means all associated documents, reports, software, graphics, text, images and logos, algorithms, processes, user interfaces, designs and know-how with respect to the Software. The Content is part of the Subscription Services.
d. “Customer Data” means information, data and material uploaded by Customer or its Users through the Services.
e. “Documentation” means guides, help and training materials, and other documentation that describes the functionality of the Services, and which may be updated, amended, and/or replaced by Teldio from time to time.
f. “Hardware” means the gateway, hub or other physical device or equipment, provided by Teldio for Customer’s use as part of the Subscription Services.
g. “Malicious Code” means software viruses, worms, Trojan horses or other harmful computer codes, files scripts or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware telecommunications equipment.
h. “Order” means a binding order between Customer and Teldio, pursuant to which Customer orders Services from Teldio. An Order shall become binding upon either (i) Teldio’s receipt of Customer’s Purchase Order, or (ii) mutual execution of the Quote.
i. “Personal Information” means “personal data”, “personal information,” “personally identifiable information”, or similar information defined in and governed by applicable data protection laws.
k. “Professional Services” means the technical, implementation, onboarding, and/or other professional services provided or to be provided by Teldio to Customer under and Order.
l. “Proprietary Rights” means any or all intellectual property and other property or proprietary rights, including, without limitation, patents, copyrights, trade secrets and trademarks.
m. “Purchase Order” or “PO” means the ordering document issued by the Customer to Teldio for the purchase of the Services and which shall reference the Quote issued by Teldio.
n. “Quote” means that certain document issued by Teldio referencing the Hardware and/or Services purchased by the Customer, including the Fees and other terms associated therewith.
o. “Sensitive Personal Information” means credit or debit card numbers, personal financial account information, Social Security numbers, passport or visa numbers, driver's license numbers or similar personal identifiers, racial or ethnic origin, physical or mental health condition or information, birth dates, or other employment, financial or health information.
p. “Services” means collectively the Professional Services and the Subscription Services.
q. “Software” means all software and source code contained on the Hardware as of the date such Hardware is provided to Customer, and which such software and source code is owned or licensed by Teldio. Software shall include any updates generally made available by Teldio to its customers and which has been downloaded and installed by the Customer on the Hardware.
r. “Subscription Services” means the Hardware and the Software thereon, including any interface or web portal provided by Teldio to Customer pursuant to the Order.
s. “Subscription Term” means the length of time Customer will have access to the Subscription Services under the applicable Order. The Subscription Term includes any Renewal Subscription Terms, as applicable.
t. “User” means an individual authorized by Customer to use and access the Services. Users may include Customer employees, contractors, and agents.
a. During the Subscription Term and subject to the terms and conditions contained herein and the scope described in the Order, Teldio grants Customer a limited, nontransferable, nonexclusive, worldwide, and revocable right to access and use the Subscription Services and all Documentation, solely for Customer’s internal business integration and workflow purposes. Teldio may make updates and enhancements to the Subscription Services that Teldio generally makes available to its customers, provided such updates shall not materially diminish the functionality of the Subscription Services originally provided to Customer. Notwithstanding the foregoing, Teldio shall have no liability or responsibility to Customer for any errors, defects, failures, or other issues caused by Customer’s failure to install the latest updates to the Software made available by Teldio. Customer is not permitted to download or install new software to the Hardware, provided, however, that Customer shall be able to download new firmware and configuration files as well as purchase and integrate other Teldio software into the Subscription Software. Teldio is not responsible for any third-party software installed on the Hardware which has not been provided as part of the Software.
b. Restrictions. Except as otherwise set out in these Terms & Conditions, Customer will not:
i. Alter, modify, duplicate, translate, de-compile, reverse engineer, or attempt to recreate the Subscription Services, in whole or in part;
ii. Modify or create any derivative works from the Subscription Services or the Content, or any part thereof;
iii. Merge the Subscription Services with any other software except as otherwise permitted under these Terms and Conditions;
iv. Disclose to any third party any performance information or analysis relating to the Subscription Services;
v. License, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Subscription Services or any of Customer’s rights hereunder, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, to any person, individual, legal or personal representative, partnership, company, corporation, syndicate, association, trust or governmental body, or otherwise;
vi. Build a product competitive to the Subscription Services or a product with similar ideas, features and functionality as the Subscription Services;
vii. Copy any ideas, features or functions of the Subscription Services;
viii. Send, store, or introduce any Malicious Code in connection with the Subscription Services;
ix. Use the Subscription Services in violation of law, or in a way that would infringe the intellectual property rights of a third party;
x. Remove or attempt to remove any proprietary notices or labels, including for third party proprietary notices or labels, or copy or use Teldio’s logo or trademarks without Teldio’s written consent;
xi. Circumvent or disable any security or other technological features or measures of the Subscription Services;
xii. Attempt to gain unauthorized access into the Subscription Services or its related systems or networks; and
xiii. With respect to the Software on the Hardware specifically, Customer shall not use the Software independently of the Hardware, nor may use the Hardware independently of the Software.
c. Account. Customer is responsible for all of the activity associated with its Subscription Services account. Customer shall ensure its Users do not share or transfer usernames and passwords and that no other party other than authorized Users may access the Services. Customer agrees to notify Teldio immediately in the event of any unauthorized use of or access to the Services, or if Customer suspects a User account or password has been compromised in any way.
d. Hardware. In addition to restrictions set forth in Section 2(b) above, Customer agrees to comply with all usage guidelines provided in the Documentation for use of the Hardware and any further guidelines as provided in writing by Teldio. Customer may only use the Hardware in connection with the Subscription Services and in accordance with this Agreement and agrees to keep the Hardware in good, working condition.
3. Professional Services. Subject to the payment by Customer of the applicable Fees, Teldio will provide Professional Services if ordered by Customer in an Order. Teldio may use, assign, and remove personnel and contractors during the performing the Professional Services in its sole discretion. Provision of the Professional Services is subject to assistance and cooperation of Customer and may be delayed depending on the timeliness, accuracy, and completeness of the assistance and information provided by Customer. Where the Professional Services involve integration of the Subscription Services with other services provided by a third party (the “Third Party Services”), as requested by Customer, Customer agrees and acknowledges Teldio shall have no liability or obligation to Customer with respect to such Third Party Services and all terms or agreements by and between the Customer and such Third Party Services provider shall be solely and exclusively between the Customer and such Third Party Services provider.
a. Ownership of Services. Teldio and its licensors own all right, title and interest in and to the Services, including without limitation, all copyrights, registered marks, service marks, trademarks, trade secrets, patents, and other intellectual property rights. Teldio reserves all rights to the Services not otherwise expressly granted hereunder. Upon termination of these Terms & Conditions unless otherwise provided herein, all of Customer’s rights in connection with the Services, including but not limited to the right to access and use the Subscription Services, will terminate. Customer further agrees and acknowledges to the extent any copies of any Content, which may include Customer Data, are downloaded, such copies shall retain all copyright and other proprietary notices and are subject to all protections and obligations hereunder, including all Canadian copyright laws and any other applicable copyright laws. Customer may only use such Content in connection with the Services during the Subscription Term.
c. Feedback. Customer grants to Teldio a worldwide, fully paid up, perpetual, irrevocable, and transferable license to use and incorporate into the Services any suggestions, recommendations, enhancements, and feedback.
d. Usage Data & Aggregated Data. Customer acknowledges and agrees that Teldio may collect and use data reflecting the access or use of the Subscription Services by Customer or any User, including any profile, visit, session, impression, click through or click stream data (the “Usage Data”) to be used for purposes of providing and improving the Subscription Services. In addition, Teldio may aggregate Customer Data and Usage Data with other data of customers or third parties to create reports or calculations on a de-identified and aggregated basis (the “Resultant Data”) in order to perform analytics and reporting for system metrics, benchmarking and marketing for industry, financial and other lawful business purposes. Resultant Data shall not identify Customer as the source of any specific data or finding, nor will it include any Personal Information of any individual Users. Teldio will be the sole and exclusive owner of all right, title and interest to such Usage Data and Resultant Data.
a. Fees. The fees payable shall be set forth in the Order (the “Fees”). Upon execution, and except as otherwise set forth herein, Order are non-cancellable, Fees are non-refundable, and quantities purchased may not be decreased during the relevant term.
b. Payment Terms. Unless otherwise set forth in an Order, Fees for the Subscription Services will be paid monthly in advance, with the first of such payments due upon the effective date of the Order. Professional Services shall be billed in accordance with the terms in the corresponding Order. Unless otherwise set forth in an Order, Fees are due and payable within thirty (30) days of the invoice date, except for amounts disputed in accordance with these Terms and Conditions. Customer is responsible for advising Teldio of any change in billing or contact information.
c. Disputed Invoices. Any such invoice dispute shall be submitted in writing within thirty (30) days of the date of the applicable invoice. Except for any Fees disputed in good faith, any Fees not timely paid by Customer shall accrue late charges at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid. Customer shall reimburse Teldio for any costs and expenses, including attorneys’ fees and court and administrative costs, incurred by Teldio to collect any unpaid amount. Amounts due to Teldio under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason.
d. Taxes. All Fees and other charges specified in these Terms & Conditions are exclusive of all applicable goods and services taxes and any other taxes imposed or levied by any government or government agency, including sales or use taxes (the “Purchase Taxes”). Customer shall be responsible for all Purchase Taxes, other than taxes on Teldio’s net income, as a result of the transactions contemplated by these Terms & Conditions.
e. Suspension. Teldio may, without limitation to any of its other rights or remedies, suspend the Services where Customer fails to timely pay any Fees in accordance with these Terms & Condition or if Customer has violated any of the applicable provisions in Section 2 (Use of the Subscription Services), until such time as Customer remedies the applicable violation.
a. Term. These Terms & Conditions, as they apply to each Order, will be in effect commencing on the Effective Date (the “Subscription Commencement Date”) and will continue in full force and effect until the expiration of the Subscription Term. Each Order for Subscription Services shall be in effect for the duration of the Subscription Term. Orders for Professional Services shall be in effect for the Professional Services Term (where no period is provided, upon Teldio’s completion of the Professional Services described therein). The Subscription Term will automatically renew for successive three (3) year periods (each a “Renewal Subscription Term”), unless either party gives the other party written notice of such non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. Notwithstanding the foregoing, , Customer shall have a right to terminate the applicable Order at the end of each year during the Subscription Term by providing written notice to Teldio [at least] thirty (30) days’ prior to the yearly anniversary date of the Subscription Commencement Date.
b. Termination. Either party may terminate these Terms & Conditions and corresponding Order, effective upon delivery of written notice by a party hereto, (i) upon a material breach by the other party is such breach remains uncured for a period of thirty (30) days following written notice; or (ii) immediately upon the institution of insolvency, receivership, bankruptcy proceedings, assignment for the benefit of creditors, or any other proceedings for the settlement of debts of the other party.
c. Effect of Termination. Upon termination of an Order for any reason, (i) Customer’s access to and use of the Services under such Order will cease immediately, (ii) Customer’s account will be disabled, (iii) Customer shall promptly pay to Teldio any Fees or other amounts that have accrued prior to the effective date of termination, and (iv) at Customer’s cost, Customer shall promptly, but no later than within thirty (30) days of the effective date of termination, return all Hardware to Teldio in substantially the same condition as when it was originally received by Customer (ordinary wear and tear accepted). If Teldio terminates these Terms & Conditions and corresponding Order due to Customer’s uncured material breach, all Fees under such Order shall become immediately due and payable within ten (10) days of the effective date of termination. Teldio shall retain Customer Data for thirty (30) days following the termination date and thereafter Teldio shall have no obligation to retain any Customer Data, and may thereafter, unless prohibited by law, delete all Customer Data without any liability for such deletion.
d. Survival of Certain Terms. All provisions that by their nature are intended to survive termination (including, but not limited to, Fees & Payment, Indemnification, Limitation of Liability, Confidentiality, and Governing Law) will remain in effect following such termination.
a. Confidential Information shall not include any information that (i) is or becomes generally known to the public through no fault or breach of these Terms & Conditions by the disclosing party; (ii) receiving party can demonstrate by written evidence it was rightfully in its possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by receiving party without use of or access to Confidential Information of the disclosing party, or (iv) receiving party rightfully obtained from a third party not under a duty of confidentiality and without restriction on use or disclosure.
b. The receiving party shall not disclose, use, transmit, inform or make available to any entity, or person, any Confidential Information of receiving party, except as necessary to perform its obligations hereunder. The receiving party will take all reasonable measures to maintain the confidentiality of such Confidential Information, but not less than the measures it uses for its confidential information of similar importance. The receiving party will limit the disclosure of such Confidential Information to those of its employees and contractors with a bona fide need to access such Confidential Information for the exercise of its rights and obligations under these Terms & Conditions; provided that all such employees and contractors are subject to binding use and disclosure restrictions at least as protective as those set forth herein. The receiving party shall be responsible for any unauthorized disclosures of the Confidential Information by it or any party with whom it shares the Confidential Information, as permitted hereunder. Receiving party may disclose Confidential Information to the extent compelled by law, or by court or government order, provided, it gives the disclosing party prior notice of the disclosure (to the extent legally permitted) so that the disclosing party may attempt to limit such disclosure. The receiving party shall disclose only that which is required to comply with the law or government order. The receiving party acknowledges that a breach of this Section 7 could cause disclosing party irreparable harm and significant injury, which may be difficult to ascertain. Receiving party agrees that the disclosing party will have the right to seek injunctive relief or such other equitable remedy as a court of competent jurisdiction may provide, and such other remedies available at law.
c. Each party shall return or destroy the Confidential Information of the other party upon termination of these Terms & Conditions, except each party may retain Confidential Information maintained pursuant to automatic-back-ups which cannot reasonably be deleted, or as required by applicable law.
a. Security. Teldio has implemented and shall maintain administrative, physical, and technical safeguards consistent with industry standards designed for protection of the security, confidentiality, and integrity of Customer Data. Such safeguards shall include measures designed to protect against and measures to prevent unauthorized access, use, modification, or disclosure of Customer Data. Teldio will use commercially reasonable efforts to prevent the introduction of Malicious Code into Customer’s systems (except Teldio will not be responsible for any Malicious Code introduced by Customer or its Users to the Subscription Services).
a. Mutual Warranties. Each party represents and warrants to the other that: (i) it has the authority to enter into these Terms & Conditions; (ii) it is a properly incorporated organization in good standing in the jurisdiction where it is formed; and (iii) the execution, delivery, and performance of these Terms & Conditions does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. Each of the parties warrants to the other, and for the benefit of the other party only, that the representations in this Section will remain true throughout the term of these Terms & Conditions.
b. Subscription Services. Teldio warrants that during the Subscription Term, the Subscription Services will operate in substantial conformity with the specifications set out in the Documentation. If the Subscription Services fail to meet this warranty, Customer shall notify Teldio no later than ten (10) days after the first date the non-conformance is identified by or becomes known to Customer. Upon such notification, Teldio shall, at its option and as Customer’s sole and exclusive remedy, either (i) return a pro-rata amount of the Subscription Fees for the non-complying Subscription Services, or (2) repair or replace the Subscription Services.
c. Hardware. For a period of one (1) year from the commencement date of the Subscription Services (the “Warranty Period”), if there is a defect in the Hardware not due to Customer’s negligence or willful misconduct, then Customer may return the defective Hardware to Teldio (at Customer’s expense), and Teldio shall replace the defective Hardware and return substitute Hardware to Customer (at Teldio’s expense) (the “Hardware Warranty”). Teldio shall use commercially reasonable efforts to return the substitute Hardware to Customer within seventy-two (72) hours of Teldio’s receipt of the defective Hardware. If the Hardware is stolen, Customer must report it to Teldio within five (5) days and pay for the replacement.
d. Warranty Exclusions. Teldio will have no liability or obligation with respect to any warranty above to the extent any nonconformity is attributable to any: (i) use of the Services by Customer and/or a User in violation of these Terms & Conditions or applicable law; (ii) alterations or modifications of the Services by Customer or a User not otherwise expressly approved by Teldio; (iii) repairs or modifications performed on the Hardware other than by Teldio or Teldio’s authorized technicians; (iv) improper installation of the Hardware or Software, unless such installation was performed by Teldio; (v) accident or abuse of the Hardware; or (vi) Customer’s use of the Hardware in any manner or for any purpose inconsistent with the applicable Documentation.
e. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES IN THIS SECTION 9, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TELDIO AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TELDIO DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE SECURE, FREE FROM ERRORS OR FUNCTION WITHOUT INTERRUPTION, THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE, NOR THAT ANY CUSTOMER DATA CAN BE RESTORED FROM ANY PARTICULAR BACKUP PROCEDURE. TELDIO DOES NOT WARRANT THAT USE OF THE SERVICES WILL ENABLE CUSTOMER TO ACHIEVE ANY PARTICULAR RESULT OR RESULTS IN CUSTOMER’S BUSINESS OPERATIONS. WITHOUT LIMITING THE FOREGOING DISCLAIMERS, TELDIO SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY COMMUNICATIONS OR ALARMS TRANSMITTED OR FAILED TO BE TRANSMITTED THROUGH THE SUBSCRIPTION SERVICES. FURTHER, TELDIO WILL NOT BE LIABLE FOR ANY DELAYS OR DAMAGES ATTRIBUTABLE TO PROBLEMS INHERENT IN INTERNET AND ELECTRONIC COMMUNICATION.
a. Indemnification by Teldio. Teldio will indemnify, defend and hold Customer harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees resulting from (i) any finding that the Services infringe the Proprietary Rights of a third party (an “Infringement Claim”); provided, however, that the foregoing notwithstanding, Teldio’s obligation to indemnify will not apply to an infringement or violation that is attributable to any unauthorized use, access, combination, alteration, or modification of the Services by Customer or its Users (the “Exclusions”), (ii) Teldio’s gross negligence or willful misconduct hereunder, and (iii) material breach of the confidentiality obligations in Section 7. If Customer is enjoined from using the Services or the Services become, or Teldio believes the Services are likely to become, the subject of an Infringement Claim, then Teldio shall have the right, in its sole discretion, to (i) obtain for Customer the right to continue use of the Services; or (ii) replace or modify the Services so that they are no longer infringing. If neither of the foregoing options is reasonably available to or commercially feasible for Teldio, then Teldio, in its sole discretion, may terminate the affected Services and Teldio’s sole liability shall be to provide Customer a pro-rata refund of any prepaid Fees attributable to the Services that were to be provided after the effective date of termination. THIS SECTION SETS FORTH TELDIO’s SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM.
b. Customer Indemnification. Customer will indemnify, defend and hold Teldio, Teldio’s Affiliates, and their officers, directors, employees, and contractors harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including reasonable attorney’s fees and costs resulting from (i) any allegation that the Customer Data or any other material provided or made accessible to Teldio infringes the Proprietary Rights of any third party; (ii) any Infringement Claim resulting from the Exclusions; (iii) Customer’s gross negligence or willful misconduct; and (v) any violation by Customer of any privacy laws, regulations and directives relating to the collection, use or disclosure of any Personal Information provided to Teldio hereunder; (vi) any death, personal injury, bodily injury, or property damage caused by Teldio’s representatives while present at Customer’s premises to the extent caused by Customer; and (vii) material breach of the confidentiality obligations in Section 7. Teldio reserves the right to participate in the defense of any such claim and to be represented by counsel of its choice.
c. Procedure. Notwithstanding subparagraphs (a) and (b) above, the indemnifying party is under no obligation to indemnify and hold the indemnified party harmless unless (i) the indemnifying party receives notice of the suit or claim from the indemnified party and is furnished with a copy of each communication, notice or other action relating to said claim promptly after the indemnified party receives such notice and each such communication; provided that, failure to deliver timely notice will not relieve the indemnifying party of its obligations hereunder unless the indemnifying party is materially prejudiced by such failure; (ii) the indemnifying party will have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at the indemnifying party’s expense, provided that the indemnifying party shall not enter into any settlement that affects the indemnified party’s rights or interests without the indemnified party’s prior written approval; and (iii) the indemnified party will provide reasonable information and assistance requested by the indemnified party in connection with such claim or suit.
11. Limitation of Liability. IN NO EVENT WILL TELDIO BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR ANY ORDER, THE SERVICES OR THE CONTENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN ADDITION, EXCEPT WITH RESPECT TO CLAIMS BASED ON WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL TELDIO BE LIABLE FOR ANY DAMAGES OF ANY KIND GREATER THAN THE AMOUNTS PAID TO TELDIO UNDER THE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. THESE LIMITATIONS WILL APPLY EVEN IF TELDIO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IN THE EVENT OF A FAILURE OF THE ESSENTIAL PURPOSE OF THIS PROVISION.
a. Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any personnel of the other party in connection with these Terms & Conditions. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
b. Independent Contractors. The parties are independent contractors. These Terms & Conditions do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries under these Terms & Conditions.
c. Notices. Any notice required or permitted hereunder will be in writing and will be given by electronic mail, to Teldio at email@example.com and to Customer at the email address set forth in the Order. Such notice will be deemed given upon receipt. Either party may provide new notice addresses with written notice to the other party.
d. Governing Law. These Terms & Conditions will be interpreted, construed, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflict of laws principles and the 1980 U.N. Convention on Contracts for the International Sale of Goods.
e. Arbitration and Lawyer’s Fees. Any dispute, difference, disagreement, controversy or claim arising out of or relating to this Agreement (“Dispute”), including any question regarding their existence, negotiation, interpretation, application, performance, validity, breach or termination shall be finally settled by arbitration pursuant to the Ontario Arbitration Act, 1991. There shall be three (3) arbitrators. Each party shall appoint one arbitrator. The two so appointed shall appoint the presiding arbitrator. If either party fails to appoint an arbitrator within fifteen (15) days of receiving notice of the appointment of an arbitrator by the other party, or if the two arbitrators fail to agree upon the presiding arbitrator within fifteen (15) days of the appointment of the second arbitrator, the appointment shall be made by the Ontario Superior Court of Justice. The place of arbitration shall be Toronto, Ontario, and the language of the arbitration shall be English. There shall be no appeal from the arbitrator’s decision(s) on questions of law. It is not incompatible with this arbitration agreement for any party to request, before or during the arbitral proceedings, from a competent court an interim, provision or conservatory relief and for the court to grant such relief. The parties undertake as a general principle to keep confidential all information concerning the existence of the arbitration, all awards in the arbitration, all materials in the proceedings created or used for the purpose of the arbitration, and all materials and information produced during the arbitration (“Confidential Arbitration Information”) and not in the public domain – save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or set aside an award in bona fide legal proceedings before a competent court. Each party shall obtain and deposit with the arbitrator a signed confidentiality undertaking from its legal counsel, independent experts and consultants regarding the Confidential Arbitration Information. This provision shall not prevent Teldio from seeking preliminary and permanent injunctive relief in any court of competent jurisdiction.
f. Assignment. Customer may not transfer or assign, in whole or in part, these Terms & Conditions voluntarily or by operation of law without the prior written consent of Teldio.
g. Force Majeure. Except with respect to payment obligations hereunder, under no circumstances will either party be liable to the other for any failure to perform its obligations where such failure results from causes beyond that party’s reasonable control, including, but not limited to, flood, earthquakes, epidemic/pandemic, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party’s employees or contractors), service disruptions involving hardware, software, or power systems not within such party’s possession or reasonable control, internet service or telecommunications’ carrier failure or delay, denial of service attacks, or any other similar event outside of a party’s reasonable control.
h. Severability. If any provision of these Terms & Conditions is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms & Conditions will remain in effect.
i. Entire Agreement and Waiver. The Order and these Terms & Conditions with respect thereto, and all documents incorporated by reference hereto, will constitute the entire agreement between the parties with respect to its subject matter, and all prior agreements, representations, and statements with respect to such subject matter are superseded. In the event of a conflict between these Terms & Conditions and the Order, these Terms & Conditions shall control, except where the Order expressly identifies a clause or term to be superseded therein. No amendments may be made to the Order without a mutual written agreement between the parties. These Terms & Conditions may be changed by Teldio upon notification to Customer. Continued access to the Services shall be deemed acceptance of such revised Terms & Conditions. No failure of either party to exercise or enforce any of its rights under these Terms & Conditions will act as a waiver of such breaches and the waiver of any breach will not act as a waiver of subsequent breaches. Any term or condition contained in Customer’s purchase order or in any of Customer’s other order documentation (other than an Order) is void and shall be of no effect on the parties. An Order may be executed in multiple counterparts and may be signed electronically.