Updated: March 5 2020
The Services are operated by Antris, a corporation incorporated under the laws of Canada. Contact information for Antris can be found under the “Contact” tab on the Website at www.antris.com (the “Website”).
Purchase of Services
In order to make full use of the Services, you must agree to purchase the Services and any subsequent additional services or subscriptions that are added or used by authorized users under your account (hereafter “User(s)”). Such additional services or subscriptions must be approved under the Subscription Agreement.
When purchasing the Services, or when using the Services as a User, you will be asked to register through the Website. Upon registration you will be asked to provide certain information about yourself, including, without limitation, your name and contact details. By registering for the Services you hereby represent and warrant that the information you submit upon registration is correct, complete and not misleading. You are responsible for informing Antris of any changes to your information in order to ensure that Antris can communicate with you effectively.
In addition to any information that Antris receives from you during your registration, Antris may collect some forms of automatic information from you through the Services. This automatic information may be collected through various means including, without limitation, through cookies, navigational data, and through the automatic transmission of information through your internet browser. “Cookies” are alphanumeric identifiers that are stored on your computer. These cookies allow us to adjust our Services to meet your personal browsing preferences. If your browser is not set to allow cookies, you may not have access to all areas or features of the Services.
Services; Grant of Rights
Customers and their Users are permitted to utilize the Antris Services for the sole purpose of providing support for and assisting in the operation of the Customer’s internal business. Individuals who are not the Users of a Customer may use the Services for their personal, non-commercial use only. Such Services include: (i) the Services purchased by the you from Antris; and, (ii) Antris’ web-based monitor and control management portal (“TracDash”).
You agree that you and your Users will not use the Antris Services in any manner that could damage, disable, overburden, or impair any Antris server, or any network(s) connected to any Antris server, or interfere with another party’s use and enjoyment of any part of the Services. You and any Users associated with your subscription will not attempt to gain unauthorized access to any part of the Services, other accounts, computer systems or networks connected to any Antris server or to any part of the Services, through hacking, password mining or any other means. You and your users will not obtain or attempt to obtain any materials or information from Antris or the Services through any means that is not intentionally made available through the Services.
Except as expressly allowed herein, Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services’ control or security systems, or allow or assist a third party to do so.
Suspension of Service
Antris shall not be liable to any User for the suspension of Antris Services, regardless of the grounds.
Intellectual Property and User Generated Content
As between the Users and Antris, the Services and any material or information provided pursuant to the Services, including without limitation all content, photographs, web pages, text, files, product names, company names, and software, and any associated applications, tools or data, and all additions, modifications and improvements (collectively, the “Content”) made or specified by Antris, its agents or contractors, are the intellectual property of Antris. Any such information is protected by Canadian, USA and international copyright, trademark and patent laws, as applicable. By using the Services, you hereby accept and agree that neither you nor your users gain any ownership interest in or exclusive license to such items.
Users may also submit or contribute materials through the Services (“User-Generated Content”). In submitting User-Generated Content through or otherwise making such content available for display on the Services, including, without limitation, any comments or feedback, you are hereby granting Antris and its vendors the right to use such information for purposes including, without limitation, the operation and administration of the Services. In addition, you hereby acknowledge and agree that Antris may, at its sole discretion, collect, retain, analyze, use and share such information in anonymous, filtered, or aggregate form for reasons including, without limitation, general business purposes.
In submitting User-Generated Content through or on the Services you hereby acknowledge and agree that any such content must be in keeping with Part E “Permitted Use” above.
You hereby accept and acknowledge that Antris is not liable for any User-Generated Content found on the Services or in any part of the Content. Additionally Antris does not guarantee the completeness or accuracy of any User-Generated Content made available on or through the Services.
Links to Third Party Sales
Through the Services Antris may provide links that allow Users to leave Antris’ site and/or access third party websites. Antris does not control the content or services available on any third party sites that are linked through the Services. You hereby accept and agree that Antris is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Antris is not responsible for webcasting or any other form of transmission received from any linked site. Antris provides these links only as a convenience, and the inclusion of any link does not imply an endorsement by Antris of the site.
Upon registering for an account with Antris, all Users will be asked to create an e-mail username, password and PIN number (collectively, the “Login Information”) for the Services. Each User must have a valid email address, username, password and PIN number for the purpose of accessing and using the Services. You hereby acknowledge and agree that you and your Users will keep all Login Information strictly confidential. Login Information may be used only by the assigned User and may not be shared or transferred without your consent and control. You hereby acknowledge and agree that you are solely responsible for any activity that occurs using your Login Information, whether authorized or unauthorized. Additionally you acknowledge and agree that you are solely responsible for the prevention of unauthorized uses of your Login Information.
Should you register as a User, you hereby acknowledge and agree that you are solely responsible for maintaining the confidentiality of your username and password. You acknowledge and agree that you are solely responsible for any and all activities that occur under all of your Users’ accounts. Additionally you agree to notify Antris immediately of any unauthorized use of your or your Users’ accounts, or any other breach of security, using the contact information listed in Part W “Reporting Breach” below.
Privacy and Security
While Antris will make all reasonable efforts to protect the privacy of user data, Antris does not guarantee the privacy of any user information collected through or during the course of administering the Services.
Additionally, Antris does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail and SMS messaging. Access to the Internet is your and each User’s sole responsibility and the responsibility of any Internet provider(s) you select. Antris does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
Communications from Antris
Antris may periodically contact you or any other Users for customer service purposes. By accessing the Services, each User consents to receive such communications. You agree that Antris may reference its business relationship with you in its marketing or sales materials.
In communicating with Antris electronically you hereby consent to Antris responding to you electronically as well. Antris cannot guarantee the security of information sent or received over the internet, nor is Antris responsible for any unauthorized interceptions of or access to such electronic communications.
In registering as a User and purchasing the Services, you hereby agree to pay all invoices billed as a result of your and your Users’ use of the Services. All payments are due fifteen (15) days from the date of the invoice and unless otherwise stated, all currency amounts are quoted in US dollars.
You acknowledge and accept that you are solely responsible for paying all fees associated with the Services by a valid payment method prior to or by the applicable payment due date. You are solely responsible for checking the details of your payment information and for identifying any errors therein. Should you provide Antris with incorrect payment information, Antris is under no obligation to provide you with the Services. Additionally, if your primary payment method fails, or should your account become past due, Antris reserves the right to collect any fees owing using other collection mechanisms. Such collection mechanisms include, but are not limited to, the charging of other payment methods on file, utilizing collections agencies, and/or retaining legal counsel. You agree that you will reimburse Antris for any reasonable costs and/or expenses incurred in the course of collecting accounts past due. Additionally, you hereby acknowledge that any amount still owing on an account that is past due is subject to late fees at a rate of 2% per month (or the maximum amount allowable by applicable law, whichever is less). You acknowledge and agree that any accounts that are overdue may be subject to restrictions from some or all aspects of the Services until payment is made in full.
You hereby acknowledge and accept that you are solely responsible for paying and reporting: (i) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Services on account of your acquisition or ownership or use of the Services (exclusive only of taxes based on net income derived by Antris), and (ii) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Services, or your acquisition or ownership or use of the Services. You hereby agree to hold Antris harmless from all claims and liability arising in connection with the failure to report or pay any such taxes.
All remedies of Antris hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Antris to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Antris of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
Notice Specific to Software Available with the Services
Any software that is made available to download from the Services (“Software”) is the copyrighted work of Antris and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.
The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
Changes to Services
Antris reserves the right to upgrade, modify, replace or reconfigure the Services at any time. You will be provided at least thirty (30) days’ advance notice for changes to the Services. Antris may also change the fee schedule, support terms, and service level agreements for the Services subject to at least thirty (30) days’ advance notice, except that the change will not apply for the fees charged for the remaining term of any existing prepaid subscriptions. Any such notice may be given and shall be effective if posted by Antris in the “Subscriber Alert” section the Website, or if provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement.
Term and Termination of the Services and/or Subscription Agreement
The initial term of the Services shall be one (1) year (the “Initial Term”) with renewal being automatic. If you do not want your subscription to renew after the Initial Term you must contact Antris using the information found in Part W “Reporting Breach” found below and provide written notice of non-renewal to Antris no less than thirty (30) days prior to the next renewal date.
Should you wish to cancel your subscription for the Services, you must instruct Antris to do so in-writing. Your notice of cancellation should be sent to the address set out in Part W “Reporting Breach” below. Upon cancellation of your subscription you hereby agree to pay any outstanding fees that are due or become due on or prior to the date of cancellation.
Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
Upon expiration or prior termination of the Subscription Agreement, all rights granted herein shall revert to Antris. All access to and use of the Services by Users must then cease, and all materials, applications and tools downloaded from the Antris Service must be erased, deleted, or destroyed. Upon expiration and termination you hereby agree to stop using the Services and to promptly pay any outstanding fees that are due or become due on or prior to the date of such an expiration or termination.
The sections of this agreement that will survive termination, expiration or cancelation include, but are not limited to, the sections entitled: “Permitted Use”, “Prohibited Use”, “Intellectual Property and User Generated Content”, “Term and Termination of the Services and/or Subscription Agreement”(last paragraph), “Disclaimers”, “Limitation of Liability”, “Indemnification”, and “Miscellaneous”.
The Services provided by Antris are offered on an as-is and as available basis. While Antris aims to offer you the best services possible, it does not guarantee that the Services will meet your requirements or needs. Antris cannot guarantee that the Services will be continuously available or fault or virus free. Additionally Antris cannot guarantee that the fees associated with the Services will not be subject to change. Antris may modify or discontinue the Services, either in part or as a whole, at any time. Antris may restrict your access to the Services at any time for reasons including, without limitation, regular maintenance, repairs, or the introduction of new services or facilities.
Limitation of Liability
To the extent that the original manufacturer is not Antris or its affiliates and such manufacturer makes any warranties covering the Services, Antris assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Antris will cooperate with you, at your cost, to process any warranty claim, but Antris assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE SERVICES, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE SERVICES SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER FOR THE WARRANTIES (IF ANY) PROVIDED BY THEM.
THE SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. ANTRIS DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SERVICES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE SERVICE PROVIDER OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANTRIS’ OBLIGATIONS HEREUNDER. IN NO EVENT SHALL ANTRIS BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.
ANTRIS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR LOSS, INJURY OR DAMAGE OF ANY KIND TO ANY PERSON OR ENTITY RESULTING FROM THE USE, CONDITION, PERFORMANCE, DEFICIT OR FAILURE OF THE SERVICES. YOU AND YOUR AUTHORIZED USERS HEREBY RELEASE AND WAIVE ALL CLAIMS AGAINST ANTRIS, ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, CONTENT PROVIDERS AND OTHER THIRD PARTIES WITH WHICH IT DOES BUSINESS (ITS “BUSINESS PARTNERS”), AND THE DIRECTORS, TRUSTEES, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THE FOREGOING (THE “ANTRIS GROUP”), FROM ANY AND ALL CLIAMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING OUT OF YOUR AND YOUR USERS’ USE OF THE SERVICES.
UNDER NO CIRCUMSTANCES WILL ANTRIS, ITS BUSINESS PARTNERS, OR THE ANTRIS GROUP BE HELD LIABLE TO YOU OR TO ANY PERSON WITH RESPECT TO THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTIES CONTRIBUTING TO THE SERVICES, ANY USERS, ANY ADVERTISERS OR SPONSORS OF THE SERVICES.
WITHOUT LIMITING THE FOREGOING IN THIS SECTION ENTITLED “LIMITATION OF LIABILITY”, THE LIMIT ON ANTRIS’ (INCLUDING ITS BUSINESS PARTNERS AND THE ANTRIS GROUP) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY PERSON FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICES WILL BE LIMITED TO A MAXIMUM OF $ 100.00 CANADIAN DOLLARS.
ALL USERS WHO ARE CALIFORNIA RESIDENTS WAIVE ANY RIGHTS THAT THEY MAY HAVE HAD UNDER §1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” YOU AND YOUR USERS AGREE TO RELEASE ANY UNKNOWN CLAIMS AND WAIVE ALL AVAILABLE RIGHTS UNDER CALIFORNIA CIVIL CODE §1542, OR UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. YOU AGREE AND ACKNOWLEDGE THAT THIS RELEASE COVERS ALL SUCH CLAIMS REGARDLESS OF THE NEGLIGENCE OF THE Antris GROUP.
THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Attention: Legal Department
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control shall not be a breach hereof.
Antris shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from you, or by any cause beyond Antris’ reasonable control.
You acknowledge and agree that the Services and the tools, applications, information and materials provided in connection with the Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use. Additionally, you acknowledge that unauthorized use may cause immediate and irreparable damage to Antris or other subscribers for which Antris or such other subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to other legal and equitable rights and remedies as may be available to Antris, Antris shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of the Province of Ontario, Canada without reference to the choice of law principles thereof. Users hereby consent to and submit to the jurisdiction of the federal and provincial courts located in the Province of Ontario. Users hereby waive any defences based upon lack of personal jurisdiction or venue, or inconvenient forum.
No waiver of enforcement of any term of this agreement shall be deemed a waiver of any other term hereof. No term may be waived except in writing, signed by the party waiving enforcement.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.