Terms of Service

Last update: August 20, 2023

Aterio Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Cloud Products. These Terms are between you and Aterio Canada Inc. (“we” or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “Continue to Aterio” (or similar button or checkbox) that is presented to you.

PLEASE NOTE THAT IF YOU SIGN UP FOR A CLOUD PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

These Terms are effective as of the date you first click “Continue to Aterio” (or similar button or checkbox) or use or access a Cloud Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Cloud Product, create a Cloud Product account, or place an Order. For No-Charge Products, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product.

1. SERVICE DESCRIPTION, TERM OF SERVICE AND TERMINATION

1.1 Service Description.

Aterio.io consists of a website and online services provided at Aterio Canada Inc, including subdomains, accessible through a registered account (“Account”) (collectively, the “Service”). The Service provides certain functions and may also include addons that provide other functionality for an additional fee and that are set forth at aterio.io (collectively, “Features”). Features are subject to change at any time, at aterio’s sole discretion, without notice or compensation.

1.2 Terms of Service, Privacy Policy

Customer’s use of the Service is governed by this Agreement, a Privacy Policy detailing how ATERIO uses the information it collects from Customer and users (the “Privacy Policy”). All users must agree to these Terms of Service and the Privacy Policy in order to use the Service, which are subject to change from time to time as set forth in each agreement. Customer’s continued use of the Services after upgrading to a paid Customer Account is subject to its ongoing compliance with this Agreement and any free account terms and conditions shall no longer apply.

1.3 Service Subscription.

ATERIO grants the Customer a subscription to access and use the Service, as permitted by ATERIO (the “Subscription”). ATERIO grants and conveys to the Customer, during the term of Customer's valid subscription, a non-exclusive, non-transferable license to use the data, information and services provided through ATERIO website subject to the License Restrictions set forth hereafter.

1.4 Subscription Term.

The Subscription granted to Customer in the Agreement commences on the effective date as set out in the Order and continues for a period of one month (the “Initial Term”). Thereafter the Subscription will renew automatically for successive monthly terms (each, a “Renewal Term”) unless either party provides the other party with notice of its intention not to renew.

1.5 Subscription Fee.

The Customer understands that billing will occur as a monthly subscription fee as outlined during the signup process along with any upgrades, enhancements, or fee based services that the Customer may agree to within the Service or from the order page on ATERIO website, or that of its affiliates, until the Customer cancels their subscription. The Customer may cancel at any time by clicking the “Cancel My Account” button found within your account.

1.6 Subscription Termination.

ATERIO reserves the right to cancel subscription services and this license to the Customer at any time for any, or no reason whatsoever, without recourse to the Customer beyond a pro-rata refund of the monthly subscription/license fee paid by the Customer for the remaining days of the then current month of prepaid fees.

The Customer may cancel at any time by clicking the “Cancel My Account” button found within your account.

1.7 Subscription Limitations.

The Subscription granted to Customer in this Agreement is subject to limitations.

Customer represents, warrants, affirms and agrees that the data, information and services provided by ATERIO to Customer will only be used by Customer and that Customer will not permit or allow the data, information and services to be used by any agent, representative, consultant, officer, director, shareholder, parent organization, subsidiary organization, third party or any other person or entity unless Customer has the appropriate subscription allowing such expanded use. Customer consents that Customer’s search volume, and that of any Team Member(s) on Customer’s account, is monitored to avoid abuse, data duplication, “data mining”, and excessive or otherwise non-customary search and usage patterns. Any such actions will be determined by ATERIO in its sole discretion and will result in an immediate termination of Customer’s account. Customer further represents, warrants, affirms and agrees that Customer will not transfer, sell, convey, use, resell or sublicense any data, information or services provided by ATERIO to Customer in any medium, form, manner or format whatsoever, for any purpose including, but not limited to the following:

1. Use other than Customer’s own use, no use of Customer's account by others is permitted;
2. Reproduction, reformatting, publication, distribution or dissemination associated with any service or product provided or made available to any third party unless unless Customer has the appropriate subscription allowing such expanded use.

2. ACCESSING THE SERVICE

2.1 Access.

By Accesing the services, you agree that:

1. You will only use the services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.
2. The information you provide to us or otherwise communicate with us is accurate.
3. You will not use the services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers.
4. You will not attempt to gain unauthorized access to any part of the services and/or to any service, account, resource, computer system and/or network connected to any of our servers.
5. You will not deep-link to the services or access the services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content on the Services.
6. You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.
7. You will not impersonate another person, act as another entity without authorization, or create multiple accounts.

2.2 Modification of Services.

ATERIO reserves the right to modify or discontinue any service, portion or attribute thereof, and the offering of any information with or without notice to any Customer. ATERIO is not liable to any Customer in the event that ATERIO exercises its right to modify or discontinue any service.

2.3 Account Suspension and Termination.

ATERIO may suspend or terminate the Account at any time if it believes, in its sole discretion, that Customer has violated any term, condition, restriction, permitted use or limitation provided in these Terms of Use, ATERIO may immediately terminate Customer's license and ATERIO may at its sole discretion provide Customer with a pro-rata refund (minus time and data accessed during the term of the subscription). A pro-rata refund is at the sole discretion of ATERIO and will vary depending on severity of Non-Compliance.

3. UPDATES

3.1 Service Updates.

ATERIO shall update the Service as soon as reasonably possible following regular development and testing undertaken to ATERIO’S sole satisfaction. Access to the updated Service occurs automatically and will be available to Customer at no additional cost upon Customer accessing the Service following an update. Notwithstanding the foregoing, Service updates do not include new or modified Features for which ATERIO decides, in its sole discretion, to charge an additional fee to use.

3.2 Support.

ATERIO shall provide Customer with customer support as part of the Services and that shall include telephone and/or email. ATERIO shall suspend provision of Support in the case of Customer’s non-payment of any outstanding fee until remedied, provided ATERIO first gives notice to Customer providing details of the non-payment and Customer does not cure non-payment within ten (10) days of receipt of such notice.

3.3 Additional Services.

ATERIO may provide additional services upon request by Customer and mutual agreement of both parties. Any additional services are subject to ATERIOS’s then-standard rates for such services.

4. SOFTWARE INFORMATION COLLECTION

ATERIO collects information on system usage to help us better manage the software. All information collected is consistent with our Privacy Policy.

5. ATERIO OWNERSHIP AND MARKETING RIGHTS

ATERIO retains all right, title and interest in the Service including, but not limited to, computer code, documents and documentation, copyrights, patents, trademarks, trade secrets, trade names and methods of operation. The Service is protected by the laws of Canada and international laws. During the Term of this Agreement, ATERIO may use Customer’s name and logo for the limited purpose of publicly referring to Customer as ATERIO's customer and otherwise reasonably marketing ATERIO's Service. If ATERIO requests, and Customer consents to provide, a review of the Service directly to ATERIO or to a third party, Customer agrees that ATERIO is automatically granted a perpetual, fully-paid, royalty-free, non-exclusive,

worldwide, assignable and sub-licensable license to Customer’s name, logo, and the contents of Customer’s review for the limited purpose of marketing the Service.

6. DISCLAIMER

ATERIO attempts to ensure that the information contained in its service is accurate and reliable; however, errors sometimes occur. ATERIO does not guarantee the accuracy of the information contained in this service and instructs you to independently verify the accuracy of the information provided. In addition, ATERIO may make changes and improvements to the information provided herein at any time. THE SERVICE IS PROVIDED TO CUSTOMER “AS IS” AND ATERIO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, ATERIO MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT OR TRADEMARK OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, ATERIO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM CUSTOMER’S COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY ATERIO, ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE ANY WARRANTY AND CUSTOMER SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. CUSTOMER BEARS THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE, INCLUDING RISK OF DATA FAILURE.

7. LIMITATION OF LIABILITY,

INDEMNITY NOTWITHSTANDING SECTION 6, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY A THIRD PARTY. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING SECTION 6, REGARDLESS OF THE SOURCE, CAUSE OR FORM OF ANY HARM OR DAMAGES SUFFERED BY A PARTY, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER WILL BE THE AMOUNT OF MONTHLY FEES PAID BY CUSTOMER TO ATERIO ON ACCOUNT OF THE ONE (1) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

8. EQUITABLE REMEDIES

Customer hereby agrees that ATERIO would be irreparably damaged if the Agreement is not specifically observed and, therefore, Customer agrees that ATERIO shall be entitled, without bond, other security or other proof of damages, to seek appropriate equitable remedies with respect to Customer’s breach of the Agreement, in addition to other remedies available to ATERIO under applicable law.

9. MISCELLANEOUS

9.1 Governing Law.

This Agreement is governed by the laws of the province of British Columbia and the laws of Canada applicable therein, without reference to principles of conflicts of laws, and courts in Vancouver, British Columbia, will have exclusive jurisdiction to hear any proceedings related to this Agreement and to which the parties irrevocably attorn to the jurisdiction of.

9.2 Notice.

For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.

9.3 Entire Agreement.

This Agreement is the entire agreement between Customer and ATERIO pertaining to the Service and supersedes any prior agreements, discussions, representations or warranties, written or oral, relating to the Service. Notwithstanding the foregoing, ATERIO is not bound by any provision of any correspondence.

9.4 Amendment.

Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, ATERIO MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER REASONABLE PRIOR NOTICE THROUGH A SERVICE MESSAGE OF SUCH AMENDMENT. UNLESS OTHERWISE INDICATED BY ATERIO, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE SPECIFIED IN SUCH SERVICE MESSAGE NOTICE. CUSTOMER’S CONTINUED USE OF THE SERVICE AFTER SUCH NOTICE AND AMENDMENT IS ACKNOWLEDGMENT OF AND AGREEMENT WITH SUCH AMENDMENT.

9.5 Assignment.

Customer may not assign this Agreement without the prior written consent of ATERIO. ATERIO may freely assign this Agreement.

9.6 Severability.

To the extent any section, clause, provision or sentence or part thereof of the Agreement is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction then such portion will be severed and the remainder of the Agreement given full force and effect.

9.7 No Waiver.

The failure of a party to assert or enforce any right contained in the Agreement will not constitute a waiver of that right.