1.1 This Agreement governs Your Paid Subscription and/or Time-Limited Trial Subscription to the Services.
1.2 If You do not agree to the terms and conditions of this Agreement, You must not accept this Agreement and must not use the Services.
1.3 If You are a direct competitor of Ours or provide a similar service to Ours, You must not access the Services, without Our prior written consent.
1.4 If You are accessing the Services for the purposes of monitoring their availability, performance or functionality, or any other benchmarking or competitive purpose, You must not access the Services, without Our prior written consent.
(a) "Account Administrator" means the person named as Your primary contact in relation to Your Account.
(b) "Account User" means a named user with authority to access Your Account.
(d) "Business day" means a day on which major banks are open to the public in Toronto, Ontario, Canada. Any reference to time is a reference to the time current in Toronto, Ontario, Canada.
(d) "Credentials" means a username, password and/or security token associated to log in and access the Services.
(e) "Malware" means viruses, worms, time bombs, Trojan horses, keystroke loggers and other harmful or malicious code, files, scripts, agents or programs.
(f) "Paid Subscription" means a fee-based subscription to the Services.
(g) "Services" means the Website features provided by Us, including, but not limited to online legal booking service and legal directory.
(h) "Time-Limited Trial Subscription" means a time-limited trial subscription to the Services.
(i) "We", "Us" or "Our" means Aerios Inc, a Canadian registered company.
(j) "Website" means aerios.io (including any sub-domain), any other domain name or mobile application made publicly available by Us to access the Services.
(k) "You" or "Your" means the lawyer, law firm or other subscriber who enters into this Agreement with Us.
(l) "Your Account" means the Time-Limited Trial Subscription or Paid Subscription registered to You.
(m) "Your Data" means all electronically stored information submitted or uploaded by You, either directly or programmatically authorized by You, to the Website or Services.
(n) "Data Related to Your Data" means all electronically stored information submitted or uploaded by a third-party, to the Website or Services about You or Your Account, including, but not limited to, client reviews.
3. Time-Limited Trial Subscription
3.1 We will make the Website and Services available to You on a time-limited trial basis until the earlier of:
(a) the day after the number of days set out as part of Your Time-Limited Trial Subscription after Your acceptance of this Agreement; or
(b) the start date of any Paid Subscription purchased by You.
3.2 Your Data will be permanently deleted at the end of Your Time-Limited Trial Subscription unless You upgrade to a compatible Paid Subscription by the end of Your Time-Limited Trial Subscription. Data Related to Your Data may also be permanently deleted at this time.
4. Paid Subscription
4.1 We will make the Website and Services available to You in accordance with Your Paid Subscription and this Agreement.
4.2 You acknowledge and agree that the content and functionality of the Website and Services are those in existence at the time of you taking out a subscription, and there is no promise by Us or expectation by You of any future functionality or features.
4.3 You agree to pay all agreed fees, including any and all applicable taxes, relating to your Paid Subscription in advance for the type of subscription purchased (e.g. monthly, annually, etc.).
4.4 You may cancel the auto-renewal of your subscription by providing not less than 45 days' written notice to Us before the end of your Paid Subscription term (or renewal Paid Subscription term if subsequent to your initial subscription term).
4.5 Fees already paid will not be refunded, except where We are required to do so by law.
4.6 Your Data will be permanently deleted upon expiry or termination of Your Paid Subscription. You are solely responsible for retrieving any of Your Data held by us before expiry or termination of your subscription. Data Related to Your Data may also be permanently deleted at this time.
5. Use of the Services
5.1 We will maintain appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Your Data.
5.2 We will not disclose Your Data except where compelled by law or expressly permitted in writing by You.
5.3 We will only access Your Data to provide the Services or prevent or address service or technical problems, or at Your request in connection with technical support matters.
5.4 You will be responsible for Your Account Users' compliance with this Agreement.
5.5 You are solely responsible for the accuracy, quality, integrity and legality of Your Data.
5.6 You must not use the Services for an unlawful purpose. You understand that unauthorised access to, or misuse of the Services, or data contained within it, may result in civil action and/or criminal prosecution.
5.7 You must ensure that Your access to the Services, or access by those You give authority, is made from a computer system that is subject to appropriate security controls. At a minimum, your system should possess active and current safeguards against Malware.
5.8 You must ensure that Your Credentials are stored securely, used only by authorised Account Administrators or nominated Account Users associated with Your Paid Subscription.
5.9 If You become aware of any anticipated, actual or apparent security breach relating to the Website, Services or data contained within it, You must immediately notify Us.
5.10 As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.
5.11 We have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Account Users, in relation to the Services.
6. Technical Support
6.1 We will provide You with basic technical support via phone and email for Your Paid Subscription.
6.2 We will use commercially reasonable efforts to acknowledge each received technical support request within 48 hours.
6.3 When lodging a support request, You must provide Us with sufficient detail to understand and replicate any problem You might be experiencing.
6.4 You are responsible for consulting our FAQ and Support pages for any known problems or solutions associated with Your support request before sending a technical support request to Us.
7. Availability of the Services
7.1 We will use commercially reasonable efforts to make Your Paid Subscription available to You, 24 hours a day, seven days (7) a week, except for scheduled downtime which shall not drop below 99% of the time, and downtime beyond Our reasonable and lawful control.
7.2 We will use commercially reasonable efforts to communicate downtime via email to the listed Account Administrator for Your Paid Subscription.
8.1 You understand that Your Paid Subscription will not commence or be renewed if We have not received your payment before the start of the relevant subscription period. Your Data will be removed seven days after the due date for payment.
8.2 You understand that Your Paid Subscription will be cancelled automatically if:
(a) We give You written notice of a material breach of this Agreement by You; and
(b) that breach is not resolved within 14 days of Us giving You notice.
9.1 We are not responsible to You or anyone else for any loss suffered in connection with the use of the Services.
9.2 We make no warranties or representations about the Services. We exclude, to the maximum extent permitted by law, any liability that may arise as a result of Your use of the Services.
9.3 Where liability cannot be excluded, any liability incurred by Us in relation to Your use of the Services is limited at our option to the remedies provided in 1985 Consumer Protection Act.
9.4 We are not liable for any indirect, incidental, special or consequential loss arising out of Your use of the Services, including loss of business profits irrespective of whether you have informed us of this possibility, or the quantum in advance. Our maximum liability will not exceed the amount paid by You for Our Services.
9.5 You agree to submit the governing law of Ontario, Canada without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts.
10.1 You must give written notice to Us via email and registered postal mail as follows:
(a) Postal Mail: 5 Yellow Pine Road, Brampton, Ontario
(b) Email: email@example.com
10.2 We will give written notice to You via email and/or postal mail information as supplied by the Account Administrator of Your Account.
10.3 Notices sent to us:
(a) by pre-paid registered post from within Canada will be deemed received by Us five (5) business days after date it was lodged with the postal service.
(b) from outside Canada must be sent by pre-paid priority post and will be deemed received by us fourteen (14) days after the date it was lodged with the postal service.
(c) by email will be deemed delivered when it reaches our internal email system, except when it reaches us after 4:00pm or on a public holiday, in which case it will be deemed delivered at 9:00am on the next working day.
11.1 This Agreement is effective between You and Us as at the date We accept and execute this Agreement.
11.2 We may change the terms of this Agreement at our discretion. Where such change adversely affects your material rights, you may terminate this agreement by giving Us 30 days' notice in writing, and any unused portion of your subscription may be refunded.
12.1 You may not assign any of Your rights or obligations under this Agreement whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld).
12.2 We may assign any of Our rights or obligations under this Agreement at our discretion and ensure that any assignee undertakes to comply with the terms of Agreement between You and Us as at the date of assignment.
13. Dispute Resolution
13.1 No Proceedings - A Party must not start court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement ("Dispute") unless it has complied with this Clause.
13.2 Notification of Dispute - A Party claiming that a Dispute has arisen must notify the other Party to the Dispute giving written details of the Dispute.
13.3 Best Efforts to Resolve Dispute - During the ten (10) day period after a notice is given under Clause 13.2 (or longer period unanimously agreed in writing by the Parties to the Dispute) ("Initial Period") each Party to the Dispute ("Disputant") and their respective Managing Directors or Managing Partners must meet in good faith and use their best efforts to resolve the Dispute.
13.4 Termination of Dispute Resolution Process - After the Initial Period, a Disputant that has complied with Clause 13.3 may terminate the dispute resolution process by giving written notice to the other Disputant.
13.5 Breach of this Clause - If in relation to a Dispute, a Disputant breaches any provision of this Clause 13, the other Disputant need not comply with Clauses 13.2 to 13.6 in relation to that Dispute.
13.6 Appointment of Experts - Should the Parties opt for a mediation session in an attempt to settle the Dispute, an independent mediator may be appointed. If the Parties cannot agree on a mediator, then either Party may request that a practising barrister or solicitor appointed by the President of the Law Institute of Victoria having at least five (5) years current and continuous standing be appointed to resolve the dispute.
13.7 Variation of Process - The Disputants may agree to vary the dispute resolution procedure as outlined above if they all agree in writing.