The purchase of the Services by any person or entity (“Customer”) is governed solely by this agreement (“Agreement” or “Terms of Lease Agreement”) which consists of the terms and conditions as set out herein below. The Agreement shall be effective and binding on the Customer once the Customer places an Order for the Services.
Questworx Marketiing (“Traffic Reach“) and the Customer may hereinafter be collectively referred to as the “Parties” and individually as a “Party”.
SCOPE OF THIS AGREEMENT. The deployment and management (“Services“) of wireless beacons (“Products”), is governed solely by this Agreement and other documents which may be executed by the Parties in this regard.
TERM AND PAYMENT. The term of the Service Agreement will be non-cancellable for three months. Following the initial three month term, the Services are automatically renewed for one month terms. The Agreement can be terminated with one (1) month’s written notice AND the return of the Products in proper working order. The Lease Term will continue on a month to month basis thereafter until the Customer gives Royatie 30 days written cancellation notice and the return of the Products. The Customer shall pay for an Order by credit card. The Customer will submit the credit card payment details at the time the Order is placed. The Customer’s credit card will be charged for the first month’s use of Products and each month thereafter during the Term.
Once the payment pursuant to an Order is duly completed as set out in Clause 3 above, Traffic Reach will ship the Products to the Customer and begin providing Services. Shipments of the Products shall be made FCA (Incoterms 2010) Traffic Reach or its affiliate’s facility (“Point of Origin”). Notwithstanding the foregoing, risk of loss will pass to Customer upon delivery to the carrier at the Point of Origin. The Customer shall be responsible for clearing the Product shipment for import and shall pay applicable duties, taxes and other charges, if any, upon import. The Customer acknowledges and agrees that the scheduled shipment dates, if any, are purely indicative, and Traffic Reach shall not liable for any loss, damage or penalty on account of such delay.
ACCEPTANCE OF PRODUCTS. If the Products supplied by Traffic Reach do not function to according to its specifications and any documentation provided thereto, then the Customer may contact Traffic Reach via the contact information provided herein within 15 (fifteen) days of delivery of the concerned Product, failing which, the Products delivered shall be deemed accepted by the Customer. Accordingly, Traffic Reach may arrange for replacement of the Product within a commercially reasonable time period.
INTELLECTUAL PROPERTY. All intellectual property rights in and to the Products and Services, including all patent rights, copyrights, trademarks, trade secrets or other proprietary rights therein shall be and remain the sole property of Traffic Reach.
WARRANTY DISCLAIMER.SUBJECT TO APPLICABLE LAW, Traffic Reach DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE PRODUCTS AND SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON‐INFRINGEMENT. FURTHER, Traffic Reach DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PRODUCTS WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S EXPECTATIONS.
Each Party hereby agrees to indemnify the other, from and against, any and all claims, causes of action, and liabilities (including reasonable attorney’s fees) which arise directly from the other Party’s breach of this Agreement, applicable law, or, the other Party’s negligent or willful misconduct.
LIMITATION OF LIABILITY.NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS), HOWSOEVER ARISING, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED ABOUT THE POSSIBILITY OF THE SAME. FURTHER, EACH PARTY’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO Traffic Reach.
EFFECTIVE DATE & TERMINATION. This Agreement will be effective as of the date hereof and shall remain valid unless terminated in accordance with this Clause 11. This Agreement may be terminated by either Party with cause, i.e., if the other Party is in breach of the terms and conditions hereof or any applicable law and fails to remedy the same within 30 (thirty) days of receipt of a written notice to that effect from the Party not in breach.
EFFECTIVE DATE & TERMINATION.
ASSIGNMENT. The Customer shall not assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of Traffic Reach, and any purported attempt to do so shall be deemed void.
NOTICES. In any case where a notice or another form of communication is to be given or made pursuant to any provision of this Agreement, such notice or communication shall be issued to Hiram Lodge Enterprises Corp at 77 Bernard Ave., Toronto, ON M5R 1R6 .
WAIVER. Either Party’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights.
ENTIRE AGREEMENT. This Agreement is the entire agreement between the Parties as to the matters set forth herein and supersedes any such prior agreement or communication. Any subsequent waiver or modification of this Agreement, or any part of it, shall only be effective if reduced to writing and signed and dated by both Parties.
GOVERNING LAW & JURISDICTION. The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and shall be treated in all respects as an Ontario contract. Each of the Parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.