In this Agreement, the following terms have the meanings set out below:
2.1 Subject to the terms of this Agreement and payment of applicable fees, Maverick Gardner grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for as long as the Customer maintains an active account, solely for the Customer's internal business purposes and in accordance with the Documentation.
2.2 The license is limited to the number of Authorized Users and usage parameters associated with the Customer's subscription plan.
The Customer shall not, and shall not permit any third party to:
The Customer shall:
5.1 Maverick Gardner IP. Maverick Gardner retains all right, title, and interest in and to the Service, the Documentation, and all related intellectual property rights. No rights are granted to the Customer except as expressly set out in this Agreement.
5.2 Customer Data. The Customer retains all right, title, and interest in and to the Customer Data. The Customer grants Maverick Gardner a limited, non-exclusive license to collect, use, store, and process the Customer Data solely as necessary to provide the Service in accordance with this Agreement.
5.3 Feedback. If the Customer provides suggestions, enhancement requests, or other feedback regarding the Service, Maverick Gardner may use such feedback without restriction or obligation to the Customer.
6.1 PIPEDA Compliance. Maverick Gardner will collect, use, disclose, and protect personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.
6.2 Data Processing. Where Maverick Gardner processes personal information on behalf of the Customer, such processing is governed by the terms of this Agreement and our Privacy Policy.
6.3 Data Residency. Customer Data is stored and processed exclusively within Canada unless otherwise agreed in writing.
6.4 Breach Notification. In the event of a breach of security safeguards involving Customer Data that creates a real risk of significant harm, Maverick Gardner will notify the Customer as soon as feasible and in any event within seventy-two (72) hours of becoming aware of the breach, and will comply with its notification obligations under PIPEDA section 10.1.
6.5 Sub-processors. Maverick Gardner may engage sub-processors to assist in providing the Service. A current list of sub-processors is available upon request. Maverick Gardner will notify the Customer of any material changes to its sub-processors and will ensure that all sub-processors are bound by obligations no less protective than those in this Agreement.
7.1 Availability. Maverick Gardner will use commercially reasonable efforts to maintain the availability of the Service.
7.2 Support. Maverick Gardner will provide technical support during standard business hours (Monday to Friday, 9:00 AM to 5:00 PM Eastern Time, excluding statutory holidays) via email and the online support portal.
7.3 Maintenance. Maverick Gardner may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without advance notice when necessary to protect the security or integrity of the Service.
8.1 Fees. The Customer shall pay the fees associated with their selected subscription plan as displayed on the Service's pricing page. All fees are quoted in Canadian dollars unless otherwise stated.
8.2 Payment Terms. Fees are billed in advance on a recurring basis according to the Customer's selected billing cycle. Invoices are due and payable upon receipt.
8.3 Late Payment. Overdue amounts will bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
8.4 Taxes. All fees are exclusive of applicable taxes. The Customer is responsible for all applicable sales taxes, including Harmonized Sales Tax (HST), arising from this Agreement.
8.5 Suspension. Maverick Gardner may suspend access to the Service upon fifteen (15) days' written notice if any undisputed invoice remains unpaid beyond the due date.
9.1 Term. This Agreement commences on the date the Customer first creates an account or accesses the Service and continues for as long as the Customer maintains an active subscription.
9.2 Renewal. Subscriptions renew automatically at the end of each billing cycle unless the Customer cancels before the renewal date.
9.3 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
9.4 Immediate Termination. Maverick Gardner may terminate this Agreement immediately if the Customer: (a) violates the license restrictions in Section 3; (b) uses the Service in a manner that poses a security risk to Maverick Gardner or other customers; or (c) becomes subject to insolvency proceedings.
9.5 Effect of Termination. Upon termination or expiration: (a) the Customer's access to the Service will cease; (b) the Customer may request export of its Customer Data for a period of thirty (30) days following termination, after which Maverick Gardner will delete the Customer Data; and (c) the provisions of this Agreement that by their nature should survive will continue in effect, including Sections 5, 6, 10, 11, 12, 13, and 14.
10.1 Cap. To the maximum extent permitted by applicable law, the aggregate liability of either party under this Agreement shall not exceed the total fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.
10.2 Exclusion. In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or business interruption, regardless of the form of action or theory of liability.
10.3 Carveouts. The limitations in Sections 10.1 and 10.2 do not apply to: (a) the Customer's breach of the license restrictions in Section 3; (b) the Customer's payment obligations; (c) either party's indemnification obligations under Section 11; or (d) liability arising from wilful misconduct or fraud.
10.4 The limitations set out in this Section 10 apply to the fullest extent permitted by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
11.1 By Maverick Gardner. Maverick Gardner will indemnify, defend, and hold harmless the Customer from and against any third-party claim that the Service, as provided by Maverick Gardner, infringes any Canadian intellectual property right. If such a claim is made or is likely, Maverick Gardner may, at its option: (a) modify the Service to make it non-infringing; (b) obtain a license for the Customer's continued use; or (c) terminate this Agreement and refund any prepaid fees for the unused portion of the current billing cycle.
11.2 By Customer. The Customer will indemnify, defend, and hold harmless Maverick Gardner from and against any third-party claim arising from: (a) the Customer Data; (b) the Customer's use of the Service in violation of this Agreement; or (c) the Customer's violation of applicable law.
11.3 Procedure. The indemnified party shall provide prompt written notice of any claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation. Neither party may settle a claim in a manner that imposes obligations on the other party without that party's prior written consent.
12.1 Maverick Gardner Warranties. Maverick Gardner warrants that: (a) the Service will materially conform to the Documentation during the Subscription Term; (b) the Service will be provided in a professional and workmanlike manner; and (c) Maverick Gardner has the right to grant the license and provide the Service as contemplated herein.
12.2 Disclaimer. Except as expressly set out in Section 12.1, the Service is provided "as is" and "as available." To the maximum extent permitted by applicable law, Maverick Gardner disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Maverick Gardner does not warrant that the Service will be uninterrupted, error-free, or completely secure.
13.1 Each party agrees to maintain the confidentiality of the other party's confidential information and to use it only as necessary to perform its obligations under this Agreement.
13.2 Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's confidential information; or (d) is rightfully received from a third party without restriction.
13.3 Confidentiality obligations survive for three (3) years following termination of this Agreement, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
14.2 Jurisdiction. Each party irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario for any dispute arising out of or in connection with this Agreement.
14.3 Dispute Resolution. The parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiation before commencing legal proceedings.
15.1 Entire Agreement. This Agreement, together with our Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.
15.2 Amendment. Maverick Gardner may update this Agreement by posting the revised version and notifying the Customer. Continued use of the Service after the effective date of any changes constitutes acceptance. Material changes affecting the Customer's rights or obligations will be communicated at least thirty (30) days in advance.
15.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
15.5 Waiver. No waiver of any term or condition of this Agreement will be effective unless in writing and signed by the waiving party.
15.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, pandemic, war, terrorism, labour disputes, government actions, or failures of third-party telecommunications or power supply.
15.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture, or employment relationship.
15.8 Notices. All notices under this Agreement shall be in writing and delivered by email to the address associated with the Customer's account, or to such other address as a party may designate in writing. Notices to Maverick Gardner should be sent to [email protected].
15.9 Export Compliance. The Customer will comply with all applicable export control and sanctions laws in connection with its use of the Service.