IntelliCulture Standard Software Terms & Conditions

Definitions.

“Device” means the vehicle loggers for farm equipment developed and manufactured by Geotab and or Geoforce that connect to the Platform and send data respecting the usage of such vehicles.

“Platform” means the IntelliCulture proprietary, Internet-accessible software platform that will collect and analyze certain data from the Device.

“Services” means the data collection and analysis services performed through the Platform by IntelliCulture on your behalf.

“Products” means the Device, Platform and Services collectively.

 “You” means the customer entity identified on the Order Form attached to these Terms and Conditions and forming part of this Agreement.

 

Devices.  The Device is designed, developed and manufactured by Geotab and or Geoforce, and consists of both hardware and software components

 

Product Changes.  IntelliCulture reserves the right to make changes in the design of any of its Products (including added features) without the obligation to make equivalent changes to Products that have previously been supplied to you.  The Device includes embedded software (firmware).  IntelliCulture reserves the right, but has no obligation, to download updates to your Device, in order to maintain compatibility with the Services.

 

Services.  In order to use the Services, you must provide up-to-date, complete and accurate registration information as requested by IntelliCulture on IntelliCulture’s website, including current payment information (such as valid credit card information).  IntelliCulture relies on the accuracy of the information provided by you, and shall have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to IntelliCulture.  In addition, the following conditions shall apply to the Services:

  1. IntelliCulture will provide you with certain information to allow you to use the Services, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”).  The Access Information is provided on the understanding that it is personal to you; you may not permit anyone other than your authorized representatives to obtain access to the Services using the Access Information.  IntelliCulture is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.

  2. IntelliCulture reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by us.  IntelliCulture may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability.  Where feasible, we will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that IntelliCulture shall have no liability whatsoever for its failure to provide such notice.

  3. You acknowledge and agree that an integral part of the Services entails the collection of information and data from relating to your vehicles, and the processing of such information and data by IntelliCulture.  You are solely responsible for obtaining all relevant permissions for collecting such information and data from any third parties who may have ownership rights relating to such information and data and having it processed by IntelliCulture.  IntelliCulture will have no liability whatsoever respecting any claim by you or any third party whose information and data are collected by your use of the Products, whether related to intellectual property rights, accuracy, privacy or otherwise, and you agree to indemnify, defend and hold IntelliCulture harmless against any such claims.

  4. Under no circumstance will IntelliCulture be liable for any loss or damage caused by your reliance on information obtained through the Services (including to determine actual or potential yields, location of vehicles, vehicle maintenance requirements, or otherwise).  IntelliCulture does not assess data transmitted through the Device for quality or otherwise; metrics, analyses and reports generated through the Services are automatically generated by algorithms, not as the result of any specific examination or judgment of the data by IntelliCulture or its employees.  It is solely your responsibility to evaluate the accuracy, completeness or usefulness of any content and data available through the Services, and use of the Services is at your own risk. You acknowledge that IntelliCulture has no control over, and no duty to take any action regarding your use of the Products, including without limitation, how you interpret or use data accessed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services.

  5. The Services will be subject to the usage policies as provided to you by IntelliCulture from time to time, including in electronic form by posting on IntelliCulture’s website.  Such policies may include limitations on data storage space.

  6. IntelliCulture is only responsible for the computers and networks hosting the Services, and in any event, only to the extent that such computers and networks are wholly within IntelliCulture’s control, and only has the Device responsibilities as specifically set forth in this Agreement. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with the Products (including any vehicles, or equipment or subscriptions needed to access the Services), including without limitation your internal network infrastructure, Internet Service Providers, and any mobile devices. IntelliCulture is specifically not responsible for any compatibility issues, communication lags or downtime respecting any such computers, networks, devices or ISPs.

  7. You acknowledge that, due to the nature of the Services, information or data communicated through the Services may be hosted on servers residing in jurisdictions other than Canada, over which IntelliCulture has no direct control.  By using the Services, you acknowledge that your data may become, during the period that it is hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers.  Although IntelliCulture has made reasonable efforts to verify that its agreements with such server providers are reasonably protective of your data, you acknowledge that IntelliCulture has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them.  You therefore hereby release IntelliCulture from all liability for any governmental or third party action taken in such jurisdictions with respect to such data and/or the servers on which such data resides, and you acknowledge that it is solely your responsibility to back up and retain copies of your data obtained through the Services.

 

Your Usage of the Products.  You agree as follows:

  1. Except to the extent expressly set forth herein or agreed upon in writing by you and IntelliCulture, you shall not use the Products except for your personal use (which, in the case of a company, shall include facilitation of your internal business functions), which shall not be for the purposes of development for commercial resale or further distribution of the Device (including without limitation by resale or sublicensing) or for using the Services as a commercial service provided for the benefit of any third party.

  2. You are responsible for the selection, implementation, and performance of any and all third party equipment and software used in connection with the Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of the Products and any equipment, services or software used in conjunction with the Products.  This includes all applicable laws, regulations and orders applicable to the export, re-export, transfer or resale of the Device. You also acknowledge that IntelliCulture will not take, and will not be required to take, any action contrary to such applicable laws.

  3. You acknowledge and agree that IntelliCulture will exercise no control over your use of the Products, that you are solely responsible for complying with the provisions of this Agreement and all applicable laws, ordinances, codes and regulations of governmental agencies (including import and export laws and regulations), including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over your use of the Products, and that IntelliCulture has no liability whatsoever relating to your usage of the Products. Without limiting the foregoing, the Device is not intended for any use where failure or fault of the Device could directly or indirectly cause risk or damage to life or property, or in any mission-critical or time-sensitive application. Any such use is entirely at your discretion and risk. You will be solely responsible for (and IntelliCulture disclaims) any and all loss, liability, or damages resulting from such use, and you agree to hold IntelliCulture harmless from any claims for losses, costs, damages, or liability arising out of or in connection with your use of the Products, except to the extent solely caused by IntelliCulture’s material breach of this Agreement, gross negligence or wilful misconduct.

  4. You represent and warrant that:

    1. ​You will only use the Products in accordance with this Agreement and applicable law;

    2. You will be solely responsible for all activities with respect to the Products undertaken by you;

    3. You have the right and the authority to enter into this Agreement and to use the Products as described herein;

    4. Your use of the Products will not interfere with, degrade, or adversely affect any software, system, network or data used by any person, including IntelliCulture and other users of the Services (including by ensuring that you do not place an undue burden upon the CPUs, servers or other resources used to provide the Services);

    5. You will not in any way use the Products to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;

    6. You will not interfere with or in any manner compromise any of IntelliCulture’s security measures;

    7. You will cooperate with IntelliCulture and provide information requested by IntelliCulture to assist IntelliCulture and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.

Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Products.

 

Software.  IntelliCulture hereby grants you a personal, non-exclusive, revocable, non-transferable license to use any software provided as part of the Products (“Software”) solely for the purposes of using the Services.  This license does not imply any rights to future upgrades or updates to, or versions of, such Software; if they are provided to you, they may be subject to additional fees, and shall be subject to this Agreement unless a separate agreement is executed with IntelliCulture respecting such upgrades, updates or versions.  You do not have the right to obtain or use any source code for any Software.  You shall not:

  1. copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;

  2. remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software;

  3. use the Software in any way inconsistent with the use parameters for the Services;

  4. attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by IntelliCulture with respect to the Software and/or data and/or content transmitted, processed or stored by IntelliCulture or other users of the Services;

  5. collect any information or communication about the users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;

  6. use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access  to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or

  7. authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.

 

Support.  IntelliCulture shall not be obligated to provide any support or maintenance services for the Products unless otherwise expressly agreed upon in writing by you and IntelliCulture. However, this provision does not relieve IntelliCulture of its warranty obligations as expressly described in this Agreement.

 

Intellectual Property.  You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Products or any part thereof.  Your only rights to the Products shall be those rights expressly licensed or granted to you under this Agreement or in a separate, mutually agreed upon, written agreement between you and IntelliCulture.  Any rights not expressly granted under this Agreement are reserved. 

 

Limitation on Liability.  In no event will IntelliCulture be liable under this Agreement for any damages other than your direct damages to the extent arising from IntelliCulture’s gross negligence or willful misconduct, and in no event shall IntelliCulture’s aggregate liability exceed the amounts paid by you to IntelliCulture for the Products that gave rise to the claim.  No claim may be brought against IntelliCulture, whether in contract, tort or otherwise, more than two (2) years after the Products giving rise to the claim were provided to you.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF INTELLICULTURE, ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS OR CONTRACTORS SHALL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, BE THEY DIRECT, ECONOMIC, COMMERCIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS, LOST PROFITS, OR A FAILURE TO REALIZE EXPECTED SAVINGS. The limitations, exclusions and disclaimers set out herein shall apply whether an action, claim or demand arises from a breach of warranty or condition, breach of contract, negligence, strict liability or any other kind of civil liability connected with this Agreement.  Some jurisdictions do not allow limitations or exclusions of certain types of damages and/or implied warranties and conditions.  The limitations, exclusions and disclaimers set forth herein shall not apply if and only if and to the extent that the laws of a competent jurisdiction require liabilities beyond and despite these limitations, exclusions and disclaimers.  

 

Indemnification. You shall indemnify IntelliCulture, its successors, assigns, officers, directors, employees and agents with respect to, and hold IntelliCulture harmless from, any and all claims, judgments, damages, settlements, losses, liabilities, and expenses, including but not limited to attorney’s fees and charges, and court and arbitration costs, arising at any time during or after the term of this Agreement as a result of or in connection with your use of the Products hereunder (including without limitation: (a) a claim of infringement of any intellectual property or proprietary right arising from your combination or use of the Products or any part thereof with software, interfaces, or other materials that are not supplied or specifically authorized by IntelliCulture, (b) a claim respecting any injury, death or property damage in connection with your use or misuse of the Products, (c) any third party claim arising from your unauthorized or improper use or modification of the Products, (d) any third party claim arising out of your material breach of this Agreement, and (e) any claim relating to your commission or alleged commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights). This indemnity obligation excludes any direct damages to the extent arising from the gross negligence or willful misconduct of IntelliCulture.

 

Feedback.  You agree to promptly and accurately report to IntelliCulture any actual or apparent errors, problems, nonconformities or other difficulties in using the Products, along with any other information reasonably requested by IntelliCulture to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by IntelliCulture for the purposes of IntelliCulture’s internal use to improve the Products or other IntelliCulture products or services.  You hereby agree that IntelliCulture shall own all feedback, ideas, concepts, or changes to the Products developed or identified in the course of this Agreement or as the result of your use of the Products, and all associated intellectual property rights therein, to the extent that you have provided them to IntelliCulture (collectively the “Results”), and hereby assign to IntelliCulture all right, title and interest thereto.    

 

Termination.

  1. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party.  Additionally, IntelliCulture may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if IntelliCulture is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body.

  2. Without limiting other remedies, IntelliCulture may limit your access to Services, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement; (b) IntelliCulture is unable to verify or authenticate any information you provide; or (c) IntelliCulture believes that your actions may cause financial loss or legal liability for you, other users or IntelliCulture.

  3. IntelliCulture reserves the right to investigate suspected violations of this Agreement. You hereby authorize IntelliCulture to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.

  4. The above-described actions are not IntelliCulture’s exclusive remedies and IntelliCulture may take any other legal, equitable or technical action it deems appropriate in the circumstances.  IntelliCulture will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.

  5. Termination of this Agreement for any reason shall not affect your payment obligation for any fees accruing hereunder or payments owing prior to the date of termination, except as set forth in additional proposals that may have been provided to you.  Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.  Upon termination, you shall immediately cease use of the Products, and destroy or delete any IntelliCulture software in your possession. 

 

Miscellaneous.  This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof.  This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties. If any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement.  No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. This Agreement, and all Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that this Agreement and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

 

Contact.  If you have any questions or inquiries regarding this Agreement, please contact IntelliCulture at contact@intelliculture.ca. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us.  For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  This condition does not affect your statutory rights related to electronic communications.

 

Privacy.  Your personal information, if any is disclosed to IntelliCulture, will be handled in accordance with IntelliCulture’s Privacy Policy.  To view IntelliCulture’s Privacy Policy, please visit the following link: www.IntelliCulture.ca/privacy-policy.  Notwithstanding the foregoing, IntelliCulture reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental authority.  By submitting personal information to IntelliCulture pursuant to this Agreement, including without limitation your name, address, e-mail address and credit card or other financial information, you consent to the collection, processing, transmission and disclosure of such information by IntelliCulture for the purposes for which such information has been requested.  You specifically agree that you are hereby providing your express consent to communications from IntelliCulture (including e-mail communications, both marketing and informational) respecting IntelliCulture’s Products.

contact@intelliculture.ca

1-519-573-2683

151 Charles St. W. 

Kitchener, ON, Canada

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