Last updated October 29, 2023
These General Terms and Conditions set forth the terms and conditions under which AI4EBITDA, operating as Canadian Technology Properties DBA AI4EBITDA, provides its organizational intelligence, transformation roadmap, and AI consulting services to clients.
1. Definitions
Agreement means these Terms, the applicable Order Terms, any supplements, schedules, exhibits, and other attachments, as may be amended from time to time.
AI4EBITDA Documentation means service descriptions, data sheets, notices, the Data Processing Addendum, country-specific terms, support handbooks, user guides, and all other documents referenced therein.
Affiliate means any entity that controls, is controlled by, or is under common control with a party. Control means ownership of securities with sufficient voting power to elect a majority of the board of directors.
2. Right of Use
Subject to the terms of this Agreement including payment of fees, AI4EBITDA grants Client a subscription-based, non-exclusive, non-sublicensable, and non-transferable right to access and use the services identified in the Order solely for: (a) the functions described in the applicable AI4EBITDA documentation, and (b) Client's internal business purposes.
Client will not use the services in any manner not expressly authorized by this Agreement, and will not permit employees or third-party contractors to do so. In particular, Client shall not:
- Copy, modify, or create derivative works of the services or deliverables
- Rent, lease, sell, sublicense, assign, distribute, or otherwise make available the services to any third party
- Reverse engineer, disassemble, decompile, or otherwise attempt to derive source code
- Bypass or breach any security device or protection used by the services
- Input or transmit any information that is unlawful, injurious, or contains malware
- Use the services in any manner that infringes intellectual property rights or violates applicable law
- Use the services for competitive analysis or development of competing products
- Use the services in connection with hazardous environments, safety-critical applications, or any application where failure could cause personal injury or severe property damage
3. Payment
Client shall pay AI4EBITDA the fees set forth in the applicable Statement of Work or Order. Unless otherwise stated, all fees are payable within thirty (30) days of invoice. Late payments bear interest at 1% per month or the maximum rate permitted by law, whichever is less. Disputed charges must be raised in writing within thirty (30) days of the invoice date.
4. Services and Deliverables
AI4EBITDA will perform services and provide deliverables as described in the applicable Order. Any additional scope beyond the Order requires a written change order executed by both parties. AI4EBITDA will use commercially reasonable efforts to achieve the availability and performance goals described in service documentation.
5. Ownership
Client acknowledges it has no ownership interest in the services, deliverables, or other materials provided by AI4EBITDA except as expressly granted herein. All trademarks, trade names, service marks, and logos of AI4EBITDA are its sole and exclusive property. All deliverables produced by AI4EBITDA are owned by AI4EBITDA, which grants Client a limited, worldwide, non-exclusive license to use them in connection with the services during the term of the Agreement.
If Client submits feedback, suggestions, or recommended changes to AI4EBITDA's services, Client assigns to AI4EBITDA all right, title, and interest in that feedback, and AI4EBITDA is free to use it without attribution or compensation.
6. Confidentiality
Each party may disclose confidential information to the other in connection with the Agreement. The receiving party must hold confidential information in confidence using no less than commercially reasonable care, must not use it except for the purposes of the Agreement, and must not disclose it to any person other than representatives who need access and are bound by equivalent confidentiality obligations.
Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, is obtained from a third party not under restriction, or was independently developed without using the disclosing party's confidential information.
Client Data is confidential information of Client. Client is the sole owner of Client Data and is solely responsible for its accuracy, quality, integrity, legality, and appropriateness.
7. Warranty
AI4EBITDA warrants that it will apply commercially reasonable processes to prevent its services from containing malware, and that consultant services will be performed in a workmanlike and professional manner.
EXCEPT AS EXPRESSLY STATED, ALL SERVICES, DELIVERABLES, AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AI4EBITDA MAKES NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS TO BE DERIVED FROM USE OF THE SERVICES.
8. Indemnification
Client will defend and indemnify AI4EBITDA against claims arising from Client Data or Client's gross negligence, intentional misconduct, or fraud. AI4EBITDA will defend Client against claims that the services, as provided, infringe a Canadian or United States patent, copyright, or trade secret.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.
10. Term and Termination
The Agreement begins on the effective date of the Order and continues for the term specified. Either party may terminate on thirty (30) days written notice if the other party fails to cure a material breach within that period. AI4EBITDA may terminate immediately for non-payment not cured within fifteen (15) days. Upon termination, Client must cease using all AI4EBITDA materials and services.
11. Non-Solicitation
During the term and for six (6) months after termination, Client shall not hire, solicit, or attempt to solicit any AI4EBITDA employee providing services under this Agreement without prior written consent. This does not apply to general public solicitations for employment.
12. General
This Agreement is governed by the laws of the Province of Alberta, Canada. The parties agree that courts in Calgary, Alberta, Canada have exclusive jurisdiction for disputes arising under this Agreement. AI4EBITDA is an independent contractor. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
Notices must be in writing and are effective upon delivery. Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, reorganization, or sale of a majority of assets or equity.