This is a legally binding agreement between the Customer (as defined in the Terms) and Saegis. Please read it carefully. By clicking “I Accept”, you:
agree to the following terms of service (the “ Terms”) on behalf of the Customer (as defined in the Terms); and represent that you have the authority to bind the Customer, which includes all visitors, users and other persons who access or use Service (as defined in the Terms) such as health care practitioners, corporations, partnerships or unincorporated groups like clinics, to these Terms.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and other persons who access or use the Service.
The Provider (as defined below) may modify these terms of service (the “Terms”) from time to time, for any reason, by posting revised Terms on the Service (as defined below). Please review these Terms from time to time so you are apprised of any changes. If you continue to use the Service after the revised Terms have been posted, you will be deemed to have agreed to them.
Business Day” means Monday to Friday except for statutory holidays in the Province of Ontario, Canada.
Business Hours” means the hours of [08:30 to 16:30 Eastern Time] on a Business Day.
Confidential Information” means any and all information disclosed, either directly or indirectly, by a disclosing party (“Disclosing Party”) to a receiving party (“Receiving Party”) in connection with this Agreement, whether provided before, on or after the Effective Date
Customer”, “ you” or “ your” means the party who purchases a license to use the Software and the Documentation or otherwise pays to receive the Service from the Provider, and includes all visitors, users and other persons who access or use the Service such as health care practitioners, corporations, partnerships or unincorporated groups like clinics.
Documentation” means any documentation in any form whatsoever, including any documents describing business processes and business process flows, reports, records, written designs, specifications, requirements, user manuals, user guides, operations manuals, training materials, instructions, blueprints, invention disclosures, patterns, flow charts, process maps, equipment part lists, drawings or plans, and “ Document” has a corresponding meaning.
Maintenance” means Updates and Upgrades to the Software.
Provider”, “ us” or “ our” means Dow’s Lake Court Inc., carrying on business as Saegis and its service provider Absorb Software Inc.
Service” means the SaaS and the Maintenance and Support Services, and any other services provided by the Provider to the Customer pursuant to these Terms. The Service curriculum, content, and resources are based on and apply only to the Canadian healthcare system and Canadian federal and provincial legislation.
Software”, “ Software as a Service” or “ SaaS” means the Provider’s cybersecurity learner software as a service solution, as further described below, to which you have been granted access pursuant to these Terms.
Support Services” means telephone and email answers to resolve inquiries concerning the functioning and use of the SaaS and malfunctions as set out in these Terms.
Update” means changes to the Software to correct errors or defects, or to make the Software conform to our specifications.
Upgrade” means improvements, enhancements, additions or changes to the Software which:
a. provide new or enhanced capability;
b. replace any portion of the SaaS; or,
c. enable the SaaS to operate with third-party software.
The initial term of this Agreement commences on the Effective Date and continues for a period of one (1) year, subject to early termination in accordance with these Terms. This Agreement will be automatically renewed thereafter for an unlimited number of one (1) year periods upon our receipt of your annual fees.
3. MAINTENANCE RELEASES
A Maintenance release may contain, among other things, revisions, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software. Provider is under no obligation to issue Maintenance releases. Each Maintenance release constitutes a part of the Software and is subject to these Terms.
4. SERVICE MODEL
The Service includes the services set out below. Notwithstanding the foregoing, Provider reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Service.
a. A SaaS platform to measure, monitor and assist the Customer to manage cyber risk as assessed by the SaaS using user surveys, self-assessments, education and quizzes as well as external threat information gathered by the SaaS;
b. Online-based educational materials via included course modules;
c. Simulated social engineering attacks training modules
d. Email newsletters and RSS Feeds for security awareness.
Customer agrees to comply with all applicable laws and regulations (including laws relating to copyright), as well as these Terms, when accessing the Service.
Customer may not, and may not authorize or permit any other person to:
a. use, copy, modify, rent, sell, distribute or transfer any part of the Software, the Documentation or the right to receive the Service except as provided in these Terms;
b. connect to third party systems through unlicensed application programming interface;
c. reverse engineer, decode, decompile, or disassemble the Software;
d. sublicense or share the Software or the Documentation, including, without limitation, to third-party organizations;
e. add, remove, obscure or modify any label or other indication of trademark, copyright or other intellectual property rights on the Software, Documentation or other written material supplied by us;
f. duplicate or reproduce any Software, Documentation or other written material supplied by us, without our explicit prior written consent; or,
g. Use any features other than for the purposes for which they were designed.
5. MAINTENANCE AND SUPPORT
Support Services are provided during normal Business Hours on Business Days. We may engage certain third parties for the purposes of providing Support Services.
Customer support requests can be sent to
email@example.com. Support e-mails will be answered on Business Days during Business Hours. Target for first response is two (2) Business Days.
Subject to your compliance with these Terms, you may use all Provider training methods and materials supplied or developed under these Terms (and these materials shall be considered Documentation owned by the Provider) solely for internal business purposes. Copying or reproducing any of the Documentation or training material for external distribution is strictly prohibited.
Renewal fees for your subscription to the SaaS are based on our then-applicable annual subscription fees. Support Services shall be performed on a “time and materials” basis and any statement of fees prior to the Support Services completion is an estimate only.
Our invoices are payable:
a. by you upon receipt in Canadian dollars, unless otherwise specified in the proposal, quote, sales order or invoice, and
b. within thirty (30) days of the date of the invoice, unless otherwise specified in these Terms or invoice.
You agree that you shall not withhold from payments any federal, state or provincial income tax, unemployment insurance premiums, premiums or contributions to any federal, state or provincial retirement plan or any other amounts not required by law.
8. EXCLUDED SERVICES
Fees for our excluded services below, as well as services not otherwise set out in these Terms, shall be calculated at the then-applicable rate set forth in our proposal, quote, sales order or invoice indicating:
a. nature of services;
b. list of expenses; and
c. registration numbers for applicable taxes.
The following are excluded from our Support Services:
a. Any of your communication charges;
b. Issues due to improper use of the SaaS resulting from insufficient training;
c. Issues arising from use of the SaaS for uses for which the SaaS was not designed;
d. Issues related to your system and software environment;
e. Issues relating to your network;
f. Telephone support relating to business consulting or training related issues; and
g. government or regulatory changes affecting SaaS.
9. INTELLECTUAL PROPERTY
Subject to your compliance with these Terms, you may access the SaaS and the Documentation solely for your internal business purposes.
The SaaS, the Documentation, the Confidential Information as well as the Service (including all components thereof) are the property of the Provider or their respective owners and are protected by copyright, trademark, patent or other proprietary rights.
The Provider reserves all rights such as applicable intellectual property rights, including, but not limited to, copyright, patent, trade secret, know-how and other confidential information in or provided through the Service, including, without limitation, the SaaS and the Documentation.
Third parties own the rights to any third-party content the Provider makes available in the SaaS.
You acknowledge and agree that you acquire only the limited right to use the Service in accordance with these Terms and you do not acquire any intellectual property rights to the Provider’s Service, including, without limitation, the Software, Documentation or Confidential Information.
10. CONFIDENTIAL INFORMATION
At all times during this Agreement and after its termination or expiration, each party shall:
a. protect the confidentiality of the other party’s Confidential Information with the same degree of care as it uses for its own similar information, but no less than a commercially reasonable degree of care;
b. not divulge or disclose the other party’s Confidential Information to any third parties; and;
c. not use any Confidential Information for any purposes other than the performance of the obligations under these Terms and Conditions.
Confidential Information may only be used by those employees or agents who have a need to know such information for the purposes related to these Terms and Conditions.
Our respective confidentiality obligations do not apply to any information that is:
a. already known by the recipient prior to disclosure by the other party;
b. independently developed prior to, or independent of, the disclosure;
c. publicly available;
d. rightfully received from a third party with no duty of confidentiality;
e. disclosed with prior written approval;
f. disclosed under, or required by, law.
g. aggregate data gathered, created or interpreted by the Software, which will not contain any personal identifiable information.
11. WARRANTIES, LIABILITY AND INDEMNITIES
The Service is provided “as is” and the Provider does not warrant that use of the Service will be uninterrupted or error free. Although reasonable efforts are used to ensure that the SaaS is current and contains no errors or inaccuracies, we make no representations, warrantees or guarantees that the information, content or materials, including, without limitation, the Documentation, included in the Software will be error free, completely accurate or current at all times, or at any time.
THE PROVIDER MAKES NO WARRANTEES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE SOFTWARE, MAINTENANCE OR SUPPORT SERVICES EXCEPT AS EXPLICITLY SET OUT IN THESE TERMS AND ALL OTHER WARRANTEES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTEES OR IMPLIED CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. THE PROVIDER DOES NOT WARRANT ANY SOFTWARE OR OTHER PRODUCTS MANUFACTURED BY THIRD PARTIES AND SUPPLIED IN CONNECTION WITH THE SERVICE, INCLUDING THE SOFTWARE, MAINTENANCE AND SUPPORT SERVICES.
THE PROVIDER’S LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES AND SUCH AMOUNT SHALL IN NO EVENT BE GREATER THAN THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE FIRST SIX (6) MONTHS OF THE CUSTOMER’S SUBSCRIPTION TO THE SERVICE. IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR CUSTOMER’S LOST PROFITS, DATA, OPPORTUNITIES OR REVENUES RELATING TO THESE TERMS. THESE LIMITATIONS AND EXCLUSIONS FROM LIABILITY SHALL APPLY REGARDLESS OF THE BASIS OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF BREACH OF CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) AND SHALL APPLY FOR THE BENEFIT OF THE PROVIDER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUBCONTRACTORS.
THE SERVICE DOES NOT PROVIDE CYBERSECURITY FOR YOUR NETWORKS OR SYSTEMS. THE SERVICE IS FOR EDUCATION AND INFORMATION PURPOSES ONLY IN CANADA. PROVIDER DOES NOT REPRESENT, WARRANT OR GUARANTEE: (A) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE; OR (B) THAT USE OF THE SERVICE WILL MEET ANY USER REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE AND ANY CONTENT OR DOCUMENTATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICE IS AT YOUR DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR USE OF ANY OF THE CONTENT OR DOCUMENTATION AND FROM ANY OTHER FORM OF DAMAGE THAT MAY BE INCURRED. FOR GREATER CERTAINTY, THE PROVIDER DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT USE OF THE SERVICE WILL PREVENT ANY OR ALL CYBER SECURITY THREATS OR ATTACKS. WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS, IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE, COST OR EXPENSE INCURRED BY CUSTOMER AS A RESULT OF A THIRD PARTY, INCLUDING, WITHOUT LIMITATION, A THIRD-PARTY CYBER ATTACK.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN, EXCEPT FOR PAYMENT OF AN OUTSTANDING ACCOUNT.
Customer agrees to indemnify, defend (at our option) and hold harmless each of Provider and its providers, suppliers, and licensors and each of their respective officers, directors, employees, agents and subcontractors from and against all claims, liability, losses, actions, proceedings, suits, damages, settlements, penalties, fines, costs, or demands, including, without limitation, reasonable legal and accounting fees, resulting from or related to:
a. Customer’s breach of these Terms;
b. Customer’s use of the Service;
c. Customer’s violation, alleged violation or misappropriation of any intellectual property right; or
d. any submissions made through the Service by Customer].
12. FORCE MAJEURE
Provider shall not be deemed to be in breach of these Terms, or otherwise be liable to Customer, by reason of any delay in performance or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any act of God, act of war, or other cause beyond the Provider’s control. As well, the time for performance of that obligation shall be extended accordingly, if Provider uses commercially reasonable efforts to perform.
There are two ways this Agreement may be terminated prior to expiry.
Termination by Customer. If you are dissatisfied with the Services, Terms and Conditions, or Support, Customer may terminate the Services. Termination is effective immediately from the date you contact the Provider. Termination of the Services will not entitle Customer to a refund of any amounts prepaid for the Services. Customer must provide 30 days notice prior to renewal date if they choose not to proceed with automatic renewal.
Termination by Provider for Cause. Provider may terminate your access to the Service if:
i. Customer terminate its business;
ii. Customer voluntarily or involuntarily files a bankruptcy petition or similar proceeding under the laws of its jurisdiction;
iii. Customer becomes insolvent or makes an assignment for the benefit of creditors;
iv. Customer fails to comply with any provision of these Terms; or
v. Customer fails to pay the Provider amounts due in accordance with these Terms.
Termination by Provider for Convenience. Without limiting the foregoing, Provider may cancel your subscription to the Service upon no less than thirty (30) days advance written notice to you.
On termination of these Terms, Customer’s use of the Software, the Documentation as well as any access to the Provider’s Maintenance and Support Services will cease. Customer shall return or destroy, at Provider’s option, any and all confidential Information it has received access to pursuant to these Terms. Customer assumes the responsibility for their purchase and no refunds will be issued.
14. GENERAL PROVISIONS
These Terms will be governed in all respects by the laws of the Province of Ontario, Canada and constitute the entire agreement between the parties with respect to the subject matter herein and cancels and supersedes any prior understandings and agreements between the parties with respect to the subject matter herein. The parties agree to the exclusive jurisdiction of the courts of Ontario for all matters arising in connection with these Terms. Under no circumstances will either party be a partner, employee or agent of the other. If any provision in these Terms is held invalid or unenforceable it will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. No failure or delay by Provider in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege. Customer shall execute and deliver all such further documents and instruments and do all acts and things as the Provider may reasonably require carrying out the full intent and meaning of these Terms. These Terms may not be assigned or transferred (through a change of control or otherwise) by Customer without the Provider’s prior written consent and shall endure to the benefit of and be binding on the Customer and its successors and permitted assigns. In addition to the Sections which by their nature are intended to survive, the following Sections survive termination of these Terms and continue in effect: Section 9, Section 10, Section 11 and this Section 14.