Terms & Conditions

These Terms & Conditions (“Agreement” or “Terms”) govern access to and use of the SincX platform and related services provided by SincX Technologies Inc. (“SincX,” “Provider,” “we,” or “us”). By using the Services, you (“Customer”) agree to be bound by this Agreement. Some Services may have additional terms; where they apply, those terms are incorporated into this Agreement.

1. Definitions

“Access Credentials” means any username, identification number, password, license or security key, security token, personal identification number, or other method or technology used to verify an individual’s identity and authorization to access or use the Services.

“Aggregated Statistics” means data and information related to Customer’s use of the Services that is aggregated and anonymized by Provider for statistical and performance purposes in providing and operating the Services.

“Authorized User” means Customer’s employees, consultants, contractors, agents, and customers or clients who are authorized by Customer to access and use the Services and for whom access has been purchased.

“Confidential Information” has the meaning set out in Section 6.

“Customer Data” means all information, data, and other content submitted, posted, or transmitted by or on behalf of Customer or an Authorized User through the Services, excluding Aggregated Statistics.

“Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, networks, and Internet connectivity, whether operated directly by Customer or through third-party services.

“Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services, whether provided electronically or in hard copy.

“Feedback” has the meaning set out in Section 7(c).

“Fees” has the meaning set out in Section 5(a).

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or political subdivision there of, or any arbitrator, court or tribunal of competent jurisdiction.

“Losses” has the meaning set out in Section 9(a)(i).

“Notice” has the meaning set out in Section 13(b).

“Provider IP” means the Services, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. 

“Provider Materials” means the Services, specifications, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Sub-contractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

“Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider or through the use of third-party services.

“Renewal Term” has the meaning set out in Section 11(a).

“Service Suspension” has the meaning set out in Section 2(f).

“Services” means the software-as-a-service offerings provided by SincX and purchased by Customer.

“SincX Account” means Customer’s individual user account provided by Provider.

“Term” has the meaning set out in Section 11(a).

“Third-Party Claim” has the meaning set out in Section 9(a)(i).

“Third-Party Products” means third-party products or services provided with, integrated into, or used in connection with the Services.

2. Access and Use

(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in the plan purchased by Customer, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

(b) Implementation. Provider offers an onboarding session for all Customers at no additional cost (the “Onboarding Session”). In the Onboarding Session, a Provider account manager will provide administrative training and assist Customer with initial setup. Customer is permitted up to three (3) Onboarding Sessions at no additional cost. 

(c) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(j)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

(d) Use Restrictions. Customers shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: 

(i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part;

(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise make the Services or Documentation available to any third party;
(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;

(iv) remove any proprietary notices from the Services or Documentation; or

(v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(e) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP. 

(f) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services under the following circumstances:

(i) Provider Determination. If Provider reasonably determines that:

• (A) there is a threat or attack on any of the Provider IP;
• (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP, or to any other customer or vendor of Provider;
• (C) Customer or any Authorized User is using the Provider IP for fraudulent or illegal activities;
• (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
• (E) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable Law; or
• (F) technical repairs or maintenance are required to the Provider Systems. 

(ii) Vendor Suspension. If any vendor of Provider has suspended or terminated Provider’s access to, or use of, any third-party services or products required to enable Customer to access the Services.

(iii) Section 5(a). If otherwise permitted in accordance with Section 5(a).

(Any suspension described in sub-clauses (i), (ii), or (iii) is referred to as a “Service Suspension.”)

(g) Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful in order to:

• (a) Maintain or Enhance:

• • (i) the quality or delivery of Provider’s services to its customers;
  • (ii) the competitive strength of, or market for, Provider’s services; or
  • (iii) the cost efficiency or performance of the Services; 

• (b) Compliance:

• • To comply with applicable Law.

(h) Subcontractors. Provider may, from time to time, in its discretion engage third parties to perform Services (each, a “Subcontractor”).

(i) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement:

• Provider Rights

• Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics.

• As between Provider and Customer, all right, title, and interest in Aggregated Statistics, including all related intellectual property rights, belong solely to Provider.

• • Customer Acknowledgment

• Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services.

• Permitted Uses
  • Provider may:
    • (i) make Aggregated Statistics publicly available, provided such disclosure complies with applicable Law; and
    • (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law.

• • Limitation

• Aggregated Statistics will not identify Customer or disclose Customer’s Confidential Information.

(j) Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider disabling device or any other lawful means, suspend, terminate, or otherwise deny access to or use of all or any part of the Services or Provider Materials by Customer, any Authorized User, or any other person, without incurring any resulting obligation or liability, if: 

• (a) Governmental Order

• • Provider receives a Governmental Order that expressly, or by reasonable implication, requires Provider to do so; or 

• (b) Provider’s Determination

• • • Provider believes, in its sole discretion, that: 
      • (i) Customer or any Authorized User has failed to comply with any term of this Agreement, accessed or used the Services beyond the scope of the rights granted, for a purpose not authorized under this Agreement, or in any manner that does not comply with any instruction or requirement of the Specifications; 
      • (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or 
      • (iii) this Agreement expires or is terminated. 

• Reservation of Rights 

• • This Section 2(j) does not limit any of Provider’s other rights or remedies, whether at Law, in equity, or under this Agreement.

3. Customer Responsibilities

(a) General

• Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. 
• Without limiting the generality of the foregoing: 
  • Customer is responsible for all acts and omissions of Authorized Users. 
  • Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. 
• Customer shall use all reasonable efforts to: 
  • Make all Authorized Users aware of this Agreement’s provisions as applicable to their use of the Services; and 
  • Ensure that all Authorized Users comply with such provisions.

(b) Specific Customer Obligation. Customer further guarantees, acknowledges, and agrees that:

• (i) It will keep private and secure all access credentials and passwords provided to it. 

• (ii) It will set up, maintain, and operate in good repair – and in accordance with the Documentation – all Customer Systems on or through which the Services are accessed or used. 
• (iii) It will provide Provider personnel with such access to Customer’s premises and Customer Systems as is necessary for Provider to perform the Services in accordance with this Agreement. 
• (iv) It will assume full responsibility for all Customer Data, content, and information it posts, uploads, or otherwise provides to the Provider Systems. 
• (v) It will not upload any Customer Data, content, or materials that are potentially fraudulent, deceitful, defamatory, obscene, violent, hateful, racially discriminatory, illegal, or offensive. Customer further agrees that any content uploaded by Customer is at its sole discretion, and that Provider is not responsible for such content and cannot be held liable for the same. 
• (vi) Any content uploaded or actions performed through Customer on its SincX App Account are done so at the Customer’s own risk. 
• (vii) All correspondences and dealings with users of the Customer’s SincX App Account or website are the Customer’s sole responsibility. 
• (viii) It has express permission to use all content and images on its SincX App Account. 
• (ix) It has received consent from its end-users before adding them into its SincX App Account. 
• (x) It will provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.

(c) Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused, in whole or in part, by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”). 

(d) Third-Party Products. Provider may, from time to time, make Third-Party Products available to Customer. For purposes of this Agreement:

• Such Third-Party Products are subject to their own terms and conditions. 
• It is Customer’s sole responsibility to read and understand such terms and conditions. 
• Provider neither owns nor operates such Third-Party Products, has no control over them, and makes no representations or warranties with respect to them.

If Customer cannot or will not abide by the terms and conditions of such Third-Party Products, Customer may be precluded from using the Services.

4. Service Levels, Support, and Data Backup

Subject to the terms and conditions of this Agreement:

(a) Availability

• Provider will use commercially reasonable efforts to make the Services available at least 99.9% of the time, measured over the course of each calendar year during the Term (each such calendar year, a “Service Period”).
• This commitment excludes any unavailability resulting from the Exceptions described in this Section 4 (the “Availability Requirement”).

(b) Exceptions

• For purposes of calculating the Availability Requirement, the following are considered “Exceptions.” In these cases, the Hosted Services will not be considered un-Available, nor will any Service Level Failure be deemed to occur, if the failure to meet the Availability Requirement or the impaired ability of Customer or its Authorized Users to access or use the Services is due, in whole or in part, to any of the following: 
  • (i) Any act or omission by Customer or any Authorized User; or access to or use of the Services by Customer or any Authorized User, or by using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this Agreement and the Services. 
  • (ii) Delay or failure of performance caused, in whole or in part, by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. 
  • (iii) Internet connectivity of Customer or its Authorized User. 
  • (iv) A Force Majeure Event. 
  • (v) Failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider under this Agreement. 
  • (vi) Scheduled downtime. 
  • (vii) Disabling, suspension, or termination of the Services under Section 2(j)

(c) Support

• Technical support is provided to Customers under the following conditions:

1. 1. Availability of Support
      • Support requests must be directly and solely related to the Services.
      • Support is available on weekdays (Monday through Friday) between 10:00 and 18:00 Eastern Standard Time, excluding Canadian holidays. 
   2. Response Time
      • Within support hours, Provider guarantees a response within one (1) business day of receiving the request.
      • In the unlikely event of a server issue causing downtime, the matter will receive the highest priority to ensure immediate access is restored.
      • Requests made outside of support hours will be answered at the earliest possible time within the next business day, in the order they are received. 
   3. Plan-Based Support
      • The type of support a Customer is entitled to depends on the plan they are subscribed to.
      • Provider reserves the right to decline support requests made through channels not supported by the Customer’s current plan. 
   4. Authorized Users Only
      • Support will only be provided to Authorized Users.
      • Support will not be provided to:
        • Registered non-administrators;
        • Individuals claiming to be administrators without proof of identity;
        • Employees or executives of Customer who are not Authorized Users. 
   5. Customer Obligations Before Contacting Support
      • Customer must use due diligence to exhaust all reasonable attempts to resolve the issue independently before contacting support, including use of Provider’s help center.
      • Customer agrees to use Provider’s support services on a reasonable basis and only when necessary. 
   6. Provider’s Rights
      • Provider reserves the right, in its sole and absolute discretion, to terminate or suspend support services if Customer fails to use them in accordance with this Section 4(c).

(d) Data Backup

• Providers will take industry-standard precautions to maintain and back up Customer’s data on a periodic basis. 
• Provider takes daily snapshots to help ensure that Customer data will be maintained, even in the highly unlikely event of server downtime. 
• The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. 
• PROVIDER HAS NO OBLIGATION OR LIABILITY for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data. 

(e) Data Migration

• For Customers that request, in writing, data migration services to be provided by Provider, there will be an additional cost for such transfer(s). 
• The cost for such data migration services will be determined on a case-by-case basis after analysis of the time and effort required by the Provider.

5. Fees, Payments, and Refunds.

(a) Fees

• • Customer shall pay Provider the fees (“Fees”) as set forth in the plan purchased by Customer, without setoff or deduction. 
  • Customer shall make all payments in US Dollars or Canadian Dollars on or before the due date specified in the purchased plan.

If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies:

1. Provider may charge interest on the past due amount at a rate of 1.5% per month, or, if lower, the maximum amount permitted under applicable Law.
2. Customer shall reimburse Provider for all costs incurred in collecting late payments or interest, including legal fees, court costs, and collection agency fees.
3. If such failure continues for 5 days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

Additional Payment Terms:

• Any charge-backs made by Customer against Provider will incur a $50 service fee per charge-back, in addition to the original amount charged back and owed to Provider. 
• If, at the end of any Term, the plan purchased by Customer is no longer available, Customer will be automatically migrated to the most similar plan then available, unless Customer advises Provider in writing that it wishes to purchase another plan. 
• Provider reserves the right, in its sole and absolute discretion, to modify or remove existing plans and to make new plans available at any time. 

Any applicable discounts and promotions will expire at the end of the Term.

(b) Refunds 

• • Refunds will not be issued to Customers who cancel their service during their billing cycle. 
  • However, such Customers will be permitted to continue using the Services until the end of their ongoing plan.

(c) Taxes

• All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. 
• Customer is responsible for all: 
  • value-added tax (VAT), 
  • use and excise taxes, and 
  • any other similar taxes, duties, and charges of any kind imposed by any federal/central, provincial/state, territorial, or local governmental entity on any amounts payable by Customer under this Agreement. 
• The only exception is that Customer will not be responsible for taxes imposed on Provider’s income.

6. Confidential Information

Definition

• From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether: 
  • orally, or 
  • in written, electronic, or other form or media,
    and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). 

Exclusions. Confidential Information does not include information that, at the time of disclosure:

1. is in the public domain; 
2. is known to the receiving Party at the time of disclosure; 
3. is rightfully obtained by the receiving Party on a non-confidential basis from a third party; or 
4. is independently developed by the receiving Party. 

Use and Disclosure

• The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information in order to exercise the receiving Party’s rights or perform its obligations under this Agreement. 

Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required:

1. to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first give written notice to the other Party and make a reasonable effort to obtain a protective order; or 
2. to establish a Party’s rights under this Agreement, including to make required court filings. 

Return or Destruction

• Upon expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies of Confidential Information, whether in written, electronic, or other form or media. 
• Alternatively, the receiving Party may destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. 

Duration of Obligation

• Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party. 
• However, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Intellectual Property Ownership; Feedback.

(a) Provider IP

• Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. 
• With respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. 

(b) Customer Data

• Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. 
• Customer hereby grants to Provider the following licenses: 
  1. A non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer. 
  2. A non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. 
• Customer also grants to Provider permission to use Customer’s name and logo in Provider’s marketing and promotional materials. 

(c) Feedback

• If Customer, or any of its employees or contractors, sends or transmits any communications or materials to Provider (by mail, email, telephone, or otherwise) suggesting or recommending changes to the Provider IP – including, without limitation, new features, functionality, comments, questions, or suggestions (collectively, “Feedback”) – Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. 
• Customer hereby assigns to Provider, on behalf of itself and its employees, contractors, and/or agents, all right, title, and interest in such Feedback. 
• Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. 
• For clarity, the Provider is not required to use any Feedback.

8. Limited Warranty and Warranty Disclaimer

 (a) Provider Warranty

• Provider warrants that the Services will conform in all material respects to the service levels set forth in Section 4(a) when accessed and used in accordance with the Documentation. 
• Provider does not make any representations or guarantees regarding uptime or availability of the Services, unless specifically identified in Section 4(a). 
• The remedies set forth in Section 9 are Customer’s sole remedies and Provider’s sole liability under the limited warranty set forth in this Section 8(a). 
• The foregoing warranty does not apply to, and Provider strictly disclaims all warranties with respect to, any Third-Party Products. 

(b) Customer Warranty

• Customer represents, warrants, and covenants to Provider that: 
  • Customer owns or otherwise has, and will continue to have, the necessary rights and consents in and relating to the Customer Data; and 
  • Such Customer Data, when received by Provider and processed in accordance with this Agreement, does not and will not infringe, misappropriate, or otherwise violate: 
    • any intellectual property rights, 
    • any privacy or other rights of a third party, or 
    • any applicable Law.

(c) Disclaimer of Warranties

• EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE PROVIDER IP IS PROVIDED “AS IS.” 
• Provider hereby disclaims all warranties and conditions, whether express, implied, statutory, or otherwise. 
• This includes, but is not limited to, all implied warranties and conditions of:

1. 1. merchantability,
   2. fitness for a particular purpose,
   3. title, and
   4. non-infringement. 

• Provider also disclaims all warranties arising from course of dealing, usage, or trade practice. 
  • Except as expressly provided in Section 8(a), Provider makes no warranty of any kind that the Provider IP, or any products or results of its use:

1. 1. will meet Customer’s or any other person’s requirements;
   2. will operate without interruption;
   3. will achieve any intended result;
   4. will be compatible or work with any software, system, or other services; or
   5. will be secure, accurate, complete, free of harmful code, or error free.

9. Indemnification

(a) Provider Indemnification

1. Obligation 
   • Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable legal fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s Canadian intellectual property rights. 
   • This obligation applies provided that Customer: 
     • promptly notifies Provider in writing of the claim, 
     • cooperates with Provider, and 
     • allows Provider sole authority to control the defence and settlement of such claim. 
2. Remedies 
   • If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to: 
     • (A) modify or replace the Services, or the component or part thereof, to make it non-infringing; or 
     • (B) obtain the right for Customer to continue use. 
   • If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately upon written notice to Customer. 
3. Exclusions 
   • This Section 9(a) will not apply to the extent the alleged infringement arises from: 
     • (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; 
     • (B) modifications to the Services not made by Provider; 
     • (C) Customer Data; or 
     • (D) Third-Party Products. 

(b) Customer Indemnification

• Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from: 
  1. Any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; and 
  2. Any Third-Party Claim based on Customer’s or any Authorized User’s: 
     • (i) negligence or willful misconduct; 
     • (ii) use of the Services in a manner not authorized by this Agreement; 
     • (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or 
     • (iv) modifications to the Services not made by Provider. 
• Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement. 
• Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice. 

(c) Sole Remedy

• THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. 
• In no event will Provider’s liability under this Section 9 exceed the Fees paid by the Customer for the Services.

10. Limitations of Liability

Exclusions of Liability

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT – INCLUDING NEGLIGENCE – STRICT LIABILITY, OR OTHERWISE), FOR ANY:

1. Consequential Damages 
   • consequential, incidental, indirect, exemplary, special, aggravated, or punitive damages; 
2. Business Losses 
   • increased costs, diminution in value, or lost business, production, revenues, or profits; 
3. Reputation Losses 
   • loss of goodwill or reputation; 
4. Data and Security Issues 
   • use, inability to use, loss, interruption, delay, or recovery of any data; or 
   • breach of data or system security; 
5. Replacement Costs 
   • cost of replacement goods or services. 

These exclusions apply regardless of whether Provider was advised of the possibility of such losses or damages, or whether such losses or damages were otherwise foreseeable.

Aggregate Liability Cap

• IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT – INCLUDING NEGLIGENCE – STRICT LIABILITY, OR OTHERWISE), EXCEED ONE TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

(a) Term

• The initial term of this Agreement begins on the Effective Date specified in the plan purchased by the Customer and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until the time specified in said plan (the “Initial Term”). 
• This Agreement will automatically renew at the end of each Term or Renewal Term, as applicable, unless earlier terminated pursuant to this Agreement’s express provisions, or unless either Party gives the other Party written notice of non-renewal no less than sixty (60) days prior to the expiration of the then-current Term (each a “Renewal Term,” and together with the Initial Term, the “Term”).

(b) Termination

In addition to any other express termination right set forth in this Agreement:

1. By Provider 
   • Provider may terminate this Agreement, effective on written notice to Customer, if Customer: 
     • (A) fails to pay any amount when due hereunder, and such failure continues more than five (5) days after Provider’s delivery of written notice thereof; or 
     • (B) breaches any of its obligations under this Agreement. 
2. By Either Party 
   • Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: 
     • (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; 
     • (B) files or has filed against it a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; 
     • (C) makes or seeks to make a general assignment for the benefit of its creditors; or 
     • (D) applies for or has appointed a receiver, trustee, custodian, or similar agent, appointed by order of any court of competent jurisdiction, to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination

• Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. 
• Without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to Provider that the Provider IP has been deleted or destroyed. 
• No expiration or termination will: 
  • affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination; or 
  • entitle Customer to any refund.

(d) Survival

• This Section 11(d), and Sections 1, 5, 6, 7, 8(b), 9, 10, and 13, shall survive any termination or expiration of this Agreement. 
• No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

(e) Renewal

1. Fee Limitation 
   • In the event that Customer elects to renew its services with SincX, SincX will under no circumstances increase the base SincX Platform Access Fee by more than 15% from the previous Term. 
2. Payment Terms 
   • For clarity, SincX Platform Access does not include overage rates. 
   • In the event of any renewals beyond the first Term, the Payment Term shall be Net 30 from the date of commencement of services. 
   • In such event, the entire fees are due in one instalment 30 days after the invoice date.

12. Data Security

(a) Information Security Obligations

• Provider will employ security measures in accordance with applicable Law and Provider’s data privacy and security policies, as amended from time to time.

(b) Data Breach Procedures

• In the event of a data breach involving the personal or business information of Customer, Provider will notify Customer and disclose relevant details of the breach, including: 
  1. The time and place of the breach; 
  2. The scope and type of the breach, including the individuals and types of information affected; 
  3. The potential risks associated with the breach. 
• Such notification will be made in accordance with applicable laws.

(c) Customer Control and Responsibility

Customer has and will retain sole responsibility for:

1. All Customer Data, including its content and use; 
2. All information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; 
3. Customer Systems; 
4. The security and use of Access Credentials of Customer and its Authorized Users; and 
5. All access to and use of the Services and Provider Materials, directly or indirectly, by or through Customer Systems or Customer’s or its Authorized Users’ Access Credentials – with or without Customer’s knowledge or consent – including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. 

• Customer is also responsible for disclosing any known data breaches occurring within or outside its organization that may potentially affect the data security of information Provider holds on its behalf. 
• Example: If Customer becomes aware that an Authorized User’s Access Credentials have been phished, stolen, or otherwise compromised, Customer must immediately notify Provider to limit and mitigate any further potential data loss affecting Customer or its information.

(d) Access and Security

Customer shall employ all physical, administrative, and technical controls, including:

1. Screening and security procedures and other safeguards necessary to securely administer the distribution and use of all Access Credentials, and to protect against unauthorized access to or use of the Services; and 
2. Procedures to control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.

(e) Downloading Shared Materials

If you download Shared Materials, then, to the extent permitted by law:

1. Your use of Shared Materials is at your own risk. 
2. We exclude all liability to you and any third party in respect of your use of Shared Materials. 
3. It is your responsibility to assess (and, if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes.

13. Miscellaneous

(a) Entire Agreement

• This Agreement, together with any other documents incorporated herein by reference and all related exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement. 
• It supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices

• All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address as may be designated by the Party giving Notice from time to time in accordance with this Section). 
• Notices sent in accordance with this Section will be deemed effectively given: 
  1. when received, if delivered by hand, with signed confirmation of receipt; 
  2. when received, if sent by a nationally recognized overnight courier, signature required; 
  3. when sent, if by facsimile or email (in each case, with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and 
  4. on the third day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

(c) Force Majeure

• In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for payment obligations), if and to the extent such failure or delay is caused by circumstances beyond such Party’s reasonable control. 
• Such circumstances include, but are not limited to: 
  • acts of God, flood, fire, or earthquake; 
  • epidemic or pandemic; 
  • explosion, war, terrorism, invasion, riot, or other civil unrest; 
  • strikes, labour stoppages, slowdowns, or other industrial disturbances; or 
  • passage of law or any action taken by a governmental or public authority, including the imposition of an embargo. 
• Each such event is a “Force Majeure Event.”

(d) Amendments and Modifications

• No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

(e) Waiver

• No waiver by any Party of any provision of this Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving. 
• Except as otherwise set forth in this Agreement: 
  1. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and 
  2. No single or partial exercise of any right, remedy, power, or privilege under this Agreement will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(f) Severability

• If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement. 
• It will also not render unenforceable such provision in any other jurisdiction.

(g) Governing Law

• This Agreement, all related documents (including all exhibits attached hereto), and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 
• This applies without giving effect to any choice or conflict of law provision or rule (whether of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Ontario.

(h) Choice of Forum

• Any legal suit, action, litigation, or proceeding of any kind arising out of or relating to this Agreement (including all statements of work, exhibits, schedules, attachments, and appendices attached hereto, the services provided hereunder, and all contemplated transactions) shall be instituted in the courts of the Province of Ontario. 
• Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. 
• Service of process, summons, notice, or other document by mail to a Party’s address set forth herein shall be effective service for any suit, action, litigation, or proceeding brought in such court. 
• Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(i) Assignment

• Customer may not assign any of its rights or delegate any of its obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Provider. 
• Any purported assignment or delegation in violation of this Section will be null and void. 
• No assignment or delegation will relieve the assigning or delegating Party of any of its obligations under this Agreement. 
• This Agreement is binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns.