NorthPoleHotline.ca TERMS OF SERVICE
Restrictions on Use:
Customer covenants that it will not, in connection with the use of the NorthPoleHotline.ca Service:
NorthPoleHotline.ca will not review or screen Content or Apps on a regular basis for compliance with this Agreement or applicable law, and NorthPoleHotline.ca shall have no obligation to do so; provided, however, that
At NorthPoleHotline.ca, our goal is to provide the highest quality service for the best value. The NorthPoleHotline.ca Usage Policy defines what constitutes an acceptable use of the NorthPoleHotline.ca Service. NorthPoleHotline.ca establishes normal usage profiles for users of the NorthPoleHotline.ca Service across the industries where it operates. User profiles may be monitored to identify unusual patterns inconsistent with normal, individual use. NorthPoleHotline.ca may, at its sole discretion, suspend Customer’s right to use the NorthPoleHotline.ca Service, and/or terminate this Agreement in its entirety (and, accordingly, Customer’s right to use the NorthPoleHotline.ca Service), if NorthPoleHotline.ca determines that Customer usage varies substantially from normal use, and/or there is an unusual spike or increase in Customer use of the NorthPoleHotline.ca Service for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the NorthPoleHotline.ca Service. NorthPoleHotline.ca will use good faith efforts to notify the Customer in the event of such suspension and/or termination.
Customer shall ensure that all of Customer’s end users which use or access the NorthPoleHotline.ca Service shall, as a condition of any such use or access, agree to terms which comply with the terms of this Agreement, and which are no less restrictive with respect to the use of the NorthPoleHotline.ca Service than those set forth in this Agreement. If NorthPoleHotline.ca determines in its sole discretion that a Customer has failed to comply with the terms and policies, NorthPoleHotline.ca may, in addition to any other available rights and remedies, suspend and/or terminate this Agreement in its entirety (and, accordingly, Customer’s and end users’ right to use the NorthPoleHotline.ca Service).
FEES, PAYMENT, AND REFUND POLICY FOR PURCHASED SERVICES
Customer will pay all fees specified in Service Order Forms or Invoices. Except as otherwise specified herein or in an Order Form,
Invoicing and Payment:
Customer will provide NorthPoleHotline.ca with valid and updated credit card information or with a alternative document reasonably acceptable to NorthPoleHotline.ca. If Customer provides credit card information to NorthPoleHotline.ca, Customer authorizes NorthPoleHotline.ca to charge such credit card for all purchased services listed in the Order Form for the Initial Term. Such charges shall be made in advance, in accordance with billing process stated in the applicable Order Form.. Unless otherwise stated in the Order Form, invoiced charges are payable upon ordering NorthPoleHotline.ca services.. Customer is responsible for providing complete and accurate billing and contact information to NorthPoleHotline.ca and notifying NorthPoleHotline.ca of any changes to such information.
NorthPoleHotline.ca fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including for example, value-added sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer purchases hereunder. If NorthPoleHotline.ca has the legal obligation to pay or collect Taxes for which Customer are responsible under this section , NorthPoleHotline.ca will invoice Customer and Customer will pay that amount unless Customer provides NorthPoleHotline.ca with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of doubt, NorthPoleHotline.ca shall be solely responsible for Taxes assessable against NorthPoleHotline.ca based on NorthPoleHotline.ca’s income, property and employees, and Customer shall not withhold or deduct any amounts for same except as required by applicable law.
All payments must be made in the currency of the invoice and are non-refundable.
Customer agrees that Customer purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by NorthPoleHotline.ca regarding future functionality or features.
License to Use the NorthPoleHotline.ca Service:
Subject to the terms and conditions set forth in this Agreement, NorthPoleHotline.ca hereby grants Customer a limited, revocable (as set forth in this Agreement), non-transferable, non-exclusive, worldwide license to use the applicable
NorthPoleHotline.ca Service for which Customer has submitted an Order or registered online. All rights not expressly granted to Customer are reserved by NorthPoleHotline.ca. Except as expressly consented to by NorthPoleHotline.ca, in writing, Customer shall not:
License to Content
Customer hereby grants NorthPoleHotline.ca a limited, revocable (as set forth in this Agreement), non-transferable, non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Customer’s Content as are necessary for NorthPoleHotline.ca to provide the NorthPoleHotline.ca Service in accordance with this Agreement. All rights not expressly granted to NorthPoleHotline.ca are reserved by Customer.
License to Feedback, Suggestions or Recommendations:
Customer hereby grants NorthPoleHotline.ca an unlimited, irrevocable, perpetual, transferable, non-exclusive, royalty-free, worldwide license to use and/or incorporate into the NorthPoleHotline.ca Service any feedback, suggestions and/or recommendations provided to NorthPoleHotline.ca by Customer regarding the NorthPoleHotline.ca Service, whether during the Term or otherwise.
Customer agrees not to remove, obscure, or alter any NorthPoleHotline.ca copyright notice, trademarks, logos, or other proprietary rights notices affixed to or contained within the NorthPoleHotline.ca Service.
As between the parties, NorthPoleHotline.ca shall own and retain all right, title and interest in and to the NorthPoleHotline.ca Service, and all elements thereof (including without limitation any and all NorthPoleHotline.ca software, tools and trademarks), including without limitation all Intellectual Property Rights therein and relating thereto. “Intellectual Property Rights” means, collectively, all patent rights, copyrights, trade secrets and moral rights; trade names, trademarks, service marks, and companion goodwill; domain names; rights of publicity and rights of privacy; and other similar rights throughout the world, together with all registrations and/or applications for each of the foregoing.
NorthPoleHotline.ca acknowledges and agrees that as between NorthPoleHotline.ca and Customer, Customer shall retain all right title and interest in and to the Customer’s software, products and services, subject to NorthPoleHotline.ca’s underlying rights in and to the NorthPoleHotline.ca Service and all elements thereof.
REPRESENTATIONS AND WARRANTIES
The NorthPoleHotline.ca Service. NorthPoleHotline.ca represents and warrants that it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement.
Content and Apps. Customer represents and warrants that
Customer agrees to indemnify and hold NorthPoleHotline.ca and its subsidiaries, affiliates, officers, agents, employees, and licensors harmless from and against any and all claims, demands, lawsuits, actions or other liability (collectively, “Claims”), including reasonable attorneys’ fees, due to or arising out of Customer’s Content, Customer’s use of the NorthPoleHotline.ca Services, any claim that Customer or Customer’s Content caused damage to a third party, Customer’s violation of this Agreement or any material term hereof, or Customer’s violation of any rights of another, including without limitation any Intellectual Property Rights. In connection with any Claims, pursuant to this Section, NorthPoleHotline.ca will
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NorthPoleHotline.ca MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO CUSTOMER, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE OR THAT THE NorthPoleHotline.ca SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE NorthPoleHotline.ca SERVICE IS PROVIDED ON AN “AS IS” BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM NorthPoleHotline.ca SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. IF ANY JURISDICTION DOES NOT ALLOW THE DISCLAIMER OF ANY OF THE ABOVE WARRANTIES, THE SCOPE AND DURATION OF THE APPLICABLE WARRANTY(IES) SHALL BE LIMITED AS REQUIRED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
THE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONJUNCTION WITH THE AGREEMENT SHALL NOT EXCEED 100% OF THE ANNUAL CONTRACT VALUE IN AGGREGATE.
THIS CLAUSE SHALL NOT APPLY TO LOSS OR DAMAGE ARISING OUT OF OR IN CONJUNCTION WITH FRAUD, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR TO THE EXTENT THAT LIABILITY CANNOT BE LIMITED OR EXCLUDED BY LAW.
THIRD PARTY SERVICES
NorthPoleHotline.ca may, from time to time, inform customers of third-party services that can be used by customers in connection with the NorthPoleHotline.ca Service, including services from companies associated with NorthPoleHotline.ca’s partner program, and Customer may opt to use these or other third-party services in connection with the NorthPoleHotline.ca Service. Customer’s use of any third-party service in connection with the NorthPoleHotline.ca Service, and any terms, conditions, representations and/or warranties associated with such use, are solely between Customer and such third-party service provider. NorthPoleHotline.ca makes no endorsement, representation or warranty with regard to any such third-party service, or any content or materials used on connection with such third-party service, even if such provider is certified by NorthPoleHotline.ca or selected as a premier partner (or similar designation) by NorthPoleHotline.ca. As such, NorthPoleHotline.ca shall not be responsible or liable to Customer in any manner for any such third-party service. NorthPoleHotline.ca does not, unless otherwise expressly set forth in writing, provide maintenance or support for third-party services.
Each party agrees not to disclose the other party’s Confidential Information without its prior written consent. “Confidential Information” includes, without limitation:
NorthPoleHotline.ca shall have the right to identify Customer as a customer only upon prior written permission from Customer, in any manner or media, and to use Customer’s name and/or logo in NorthPoleHotline.ca’s general marketing materials. Customer shall have the right to identify NorthPoleHotline.ca as the provider of the NorthPoleHotline.ca Service, and to use NorthPoleHotline.ca’s name and/or logo solely in connection with Customer’s use of the NorthPoleHotline.ca Service.
All notices under this Agreement must be in writing and delivered either by hand, e-mail (with confirmation of receipt), certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Customer, to the contact identified in Customer’s most recent Order and, if to NorthPoleHotline.ca, to:
Attn: General Counsel
MOBILE APPLICATION STORES
Apps leveraging NorthPoleHotline.ca may be submitted to the Apple® App Store and/or the Google® Play store and such other marketplaces as NorthPoleHotline.ca may from time to time enable (collectively, the “App Markets”). Customer is solely responsible for submitting all Apps to the App Markets for approval and acceptance. NorthPoleHotline.ca makes no representation or warranty that the App Markets will accept the submitted App or the extent to which an App will be installed and/or used by end users. Customer is solely responsible for ensuring that it and its Apps comply with the App Markets’ policies, including, without limitation, any obligations regarding privacy and privacy policies, and, in addition to all other disclaimers set forth in this Agreement, NorthPoleHotline.ca expressly disclaims any responsibility for any failure of any App to comply with the App Markets’ policies.
If the law of Customer’s country prohibits Customer, Customer administrators and/or Customer users from using NorthPoleHotline.ca Service because the NorthPoleHotline.ca Service is not allowed in the country or countries in which Customer or Customer users are located, Customer and Customer users are prohibited from using the NorthPoleHotline.ca Service in such circumstances.
NorthPoleHotline.ca Services provide functionality to record audio and video data shared during sessions. Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using such recording functionality. Without limiting any other disclaimers set forth in this Agreement, NorthPoleHotline.ca expressly disclaims any and all liability with respect to Customer recording of audio and/or shared data while using the NorthPoleHotline.ca Service, and Customer releases and agrees to hold NorthPoleHotline.ca harmless from and against any damages, or any other consequences or liabilities related to recording, loss or deletion of customer data.
VOICE AND DATA CHARGES; CUSTOMER CONNECTIVITY
Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other voice and/or data transmission providers for voice and/or data transmission used to access and use the NorthPoleHotline.ca Services. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power failure, the NorthPoleHotline.ca Services may also cease to function due to reasons outside of NorthPoleHotline.ca control, and NorthPoleHotline.ca shall not be liable for, and Customer expressly releases NorthPoleHotline.ca from any liability, in connection with same.
OPEN SOURCE DISCLOSURE
NorthPoleHotline.ca acknowledges that it uses certain Open Source Libraries as part of the NorthPoleHotline.ca Service.
COPYRIGHT COMPLAINT POLICY
If you believe any Content or other use of the NorthPoleHotline.ca Services infringes your copyrighted work(s), you may provide a notification of claimed copyright infringement to our Designated Agent for copyright complaints, requesting that the infringing material be removed, or that access to the NorthPoleHotline.ca Services be blocked. This notice must include:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the law permits you to send NorthPoleHotline.ca a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the Digital Millennium Copyright Act (“DMCA”). You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid. You may currently find this information at http://www.loc.gov/copyright.
In accordance with the DMCA, NorthPoleHotline.ca has designated an agent to receive notification of alleged copyright infringement. Any written Notification of Claimed infringement should with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to our Designated Agent as follows:
Attention: General Counsel