Terms of Service.

1. Entire Agreement

This Agreement, including incorporated documents, constitutes the complete understanding between TruPoint Technology Services Ltd. (based in Oakville, Ontario) and the customer. It supersedes all prior agreements and discussions.

2. Governing Law

Ontario law and applicable Canadian law govern this agreement. Ontario courts have exclusive jurisdiction for disputes.

3. Services

TruPoint provides services specified in the customer's invoice according to descriptions on trupoint.com. The Acceptable Use Policy (AUP) is incorporated and remains in effect unless expressly amended in writing.

4. Fees and Payment

4.1 Payment Terms

• Invoices are sent via email or mail to the billing contact
• Fees are in Canadian currency unless stated otherwise
• Recurring fees are due upon invoice receipt, starting with service commencement
• Partial months are prorated
• Other fees are due upon receipt

4.2 Overdue Accounts

• Payment due within 30 days of invoice
• Late charges: 2% monthly (24% annually) for overdue amounts
• NSF fee: $150 for returned cheques
• Service suspension possible after 60 days past due (10 days notice)
• Termination possible after 90 days past due (10 days notice)
• Suspension periods extend the service term

4.3 Other Charges

Customer pays all applicable taxes and value-added duties. Professional services beyond normal scope are billed at $150/hour. Customer indemnifies company for tax-related failures.

4.4 Credit

Company may analyze customer creditworthiness and require advance payment or additional assurances.

4.5 Fee Increases

Minimum 45 days notice required for any fee increases.

4.6 Disputes

Disputed fees (excluding late fees) need not be paid if: undisputed fees are paid on time; written billing discrepancies are presented within 10 days with documentation; good faith negotiation occurs within 10 days; and resolution within 30 days (either party may seek court intervention otherwise).

5. Term

Agreement commences upon first service use and renews monthly automatically. Initial invoicing includes a prorated portion to align with the first day of the following month plus the next period's recurring portion.

6. Renewal Term and Service Cancellation

Services automatically renew for successive terms matching the initial period unless either party provides written cancellation notice to support@trupoint.com at least 30 days before renewal expiration.

Cancellation notice requirements:

• Must come from primary or billing contact
• Customer must have no outstanding amounts due
• If conditions aren't met, notice is disregarded

7. Customer Obligations

Company's service delivery depends on customer:

• Timely payment of all fees
• Maintaining accurate contact and authorized user information and required forms
• Complying with the AUP throughout the term
• Providing valid transmission rights for customer software and custom applications over company-assigned IP addresses
• Following procedures in Section 16 before exercising administrative access
• Applying critical security patches within 14 days of publication and adhering to security advisories from company, CERT, Bugtraq, and software vendors

8. Termination of Agreement

8.1 Termination

Upon termination or expiration, company has no liability for damages, expenditures, lost profits, or prospective profits.

8.2 Company's Termination Rights

Company may terminate for:

• Material breach of Sections 7.1(c), 7.1(f), or 9.3 — immediate, upon documented breach
• Other warranty/obligation breaches except 7.1(a), 7.1(c), 7.1(f), or 9.3 — 30 days notice and cure opportunity
• Customer insolvency, bankruptcy, or receivership continuing 30 days without dismissal
• Unpaid balance 60+ days overdue (30 days suspension notice) or 90+ days overdue (10 days termination notice)

8.3 Customer's Termination

Customer may terminate for company's failure to cure material breach within 30 days of written notice.

8.4 SLA Not Material

Service level agreement failures do not constitute material breach.

8.5 Termination Policy

Upon termination: all rights and obligations cease except customer payment obligations; customer must cease service use; company disconnects access; all custom applications, customer software, and customer data are deleted. Customer may request data copies before or during transition assistance at standard business rates.

8.6 Transition Assistance

Upon natural expiration with deposit equal to final month's fees (if account is current), company provides transition assistance up to 90 days after term end. Company cooperates with transition to other providers but will not disclose confidential information or intellectual property. Incremental services beyond standard offerings are billed at standard business rates on time-and-materials basis.

9. Warranty / Limitation of Liability

9.1 Warranty and Disclaimer

Company warrants services "in all material respects" conform to the services portfolio description. Beyond this, company makes no warranties regarding merchantability, fitness for particular purpose, or non-infringement. All other express or implied warranties are disclaimed to the maximum extent permitted by law. Maintenance, repairs, upgrades, and reconfigurations may temporarily impair services. Although company uses commercially reasonable efforts to protect customer data, company does not provide or guarantee absolute security.

9.2 Limitation of Liability

Except claims under Sections 9.3, 9.4, or 10: neither party is liable for special, punitive, indirect, or consequential losses including loss of profit, lost business revenue, or lost or damaged data. Customer's sole remedy for SLA failures is specified in the SLA. Except for bodily injury, gross negligence, willful misconduct, or unauthorized confidential information use, company liability is capped at amounts paid in the 6 months before claim notice.

9.3 Intellectual Property Indemnity

Customer indemnifies company for third-party liabilities arising from customer's material agreement or AUP breach. Company indemnifies customer for third-party liabilities from company's material breach. IP infringement indemnification covers claims enforceable in Canada. This section sets forth complete IP liability.

9.4 PIPEDA and CASL Indemnity

Customer indemnifies company for claims arising from customer's failure to comply with Canada's Anti-Spam Legislation (CASL) or the Personal Information Protection and Electronic Documents Act (PIPEDA).

9.5 Customer Representations & Warranties

Customer represents and warrants:

• True ownership or licensure of customer software and custom applications
• Service use won't violate laws, breach third-party agreements, or interfere with other customers
• Obtaining necessary CASL and PIPEDA consents
• Right to place customer hardware in company facilities

10. Confidentiality of Customer and Personal Information

10.1 Confidential Information

Both parties may disclose business information, specifications, research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, flow charts, data, marketing plans, and financial information (collectively "Confidential Information"). The Order, Services Portfolio, Custom Applications, Customer Hardware, Customer Software, facility information, and their descriptions are automatically deemed confidential.

Information is not confidential if: already publicly known through no receiving party act or omission; lawfully received from third parties without disclosure restrictions; furnished by disclosing party without restrictions; or independently developed before agreement execution.

Breach may cause irreparable injury entitling the injured party to seek injunctive relief and other remedies.

10.2 Customer Data

Customer owns and retains all intellectual property rights in customer software and data ("Customer Data"), subject to company's access and use rights for service delivery. Customer is solely responsible for data accuracy, quality, integrity, legality, reliability, appropriateness, and ownership.

11. Force Majeure

Company is not liable for delays or failures due to events beyond direct control, including war, riot, embargoes, strikes, casualties, accidents, fire, earthquake, flood, pandemics, acts of God, government intervention or action, or supplier or vendor failure.

12. Acceptable Use Policy

Company reserves the right to amend the AUP with 30 days notice. Unless customer notifies company within 14 days that changes materially restrict their business, continued service use constitutes acceptance. The full AUP is at trupoint.com/legal/aup.

13. Unlawful Use of Services

Company employs systems to guard service security but customer accepts all risk to itself of any unauthorized or illegal use of services or interconnected networks. Company provides no warranties, representations, or liability for unauthorized access or interference.

14. IP Addresses

• Company assigns IP addresses as part of services
• Customer cannot use unassigned IPs, move IPs between accounts, or use IPs outside company authorization
• Company retains control and reserves the right to change or remove IPs with 60 days notice
• IPs are not transferrable; no title or interest passes to customer
• Customer solely responsible for IP renumbering upon termination
• Allocation governed by American Registry of Internet Numbers (ARIN) policies requiring name-based hosting when possible
• Company reserves the right to review usage and revoke authorization for underutilized IPs

15. Company Administrative Access and Administrative Tools

Company retains administrative access rights for management, maintenance, inventory, and service delivery. All devices must have functioning company administrative privileges and agents (monitoring, administrative, and inventory). Customer cannot tamper with or delete these tools; doing so constitutes material breach.

Customer may receive administrative access only with company agreement, subject to SLA suspension upon customer access grant, company making no guarantees during suspension, SLA reinstating only upon company verification of operational status post-access, and customer paying company's prevailing hourly rates for corrective actions.

16. No Solicitation

During the term and six months following termination, neither party solicits the other's employees for employment, excluding passive, indirect solicitation (advertising, job boards, websites).

17. Data Backups and Archiving

If included in services, company employs systems protecting backup and archiving reliability and provides backup logs upon request. However, due to the technical limitations regarding backups on live servers and the possibility of data corruption on backup or restore, the company cannot guarantee all or any data can be restored from any particular backup. Company can alert customers to failed backup jobs by email upon request.

18. Rights to Intellectual Property

Customer grants company a non-exclusive, non-sublicenseable, royalty-free, worldwide license to use customer's trademarks, service marks, trade names, logos, and commercial designations for marketing and promoting customer services. Neither party acquires rights to the other's intellectual property. Customer ensures software compliance with applicable third-party licensing agreements.

19. Headings

Headings are for convenience only and do not affect agreement interpretation.

20. Assignment

Customer cannot assign this agreement or rights without company's prior written consent (not unreasonably withheld). Customer cannot resell services without express prior written consent. Company may assign upon sale of substantially all assets to a third party.

21. Survivability

Termination does not affect accrued rights and obligations. The following survive termination: Sections 2, 4.2, 4.3, 4.6, 7, 8, 9, 10, 11, 13, 14, 16, 17, and Sections 19–25.

---

Contact

TruPoint Technology Services Ltd.
Unit 203, 3475 Rebecca Street, Oakville, ON L6L 0H3
1-866-326-4857
support@trupoint.com