Teranet Undertakings Solution
TERANET UNDERTAKINGS TERMS OF USE
These Teranet Undertakings Terms of Use (“Agreement”) govern the Services provided by Teranet Inc. (“Teranet”) to you.
Capitalized terms used in this Agreement have the following meanings:
(a) “Account Holder” means the individual, corporation, partnership, or other entity ultimately responsible for a Teranet Undertakings account under which an Administrator and Users are set up.
(b) “Applicable Law” refers to all laws applicable to a party with respect to its rights and obligations under this Agreement, including without limitation any rules, regulations, practice management guidelines, or orders from bodies like the Law Society of Ontario, the Law Society Tribunal, or similar entities in other Canadian regions affecting either party, or the Services, including Teranet Undertakings.
(c) “Business Day” means any day, other than a Saturday, Sunday, or a day on which the chartered banks are not open for business in the Province of Ontario, or a day on which the Teranet offices are not open for business.
(d) “Confidential Information” means all information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”), in whatsoever form or media, whether communicated visually, orally, electronically, in writing or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes any data or information that relates to either party or any of either party's existing or contemplated business activities, technology, developments, software, methods, trade secrets, and clients, where such data or information is not otherwise publicly available. For clarity, Confidential Information of Teranet includes the terms of this Agreement, Teranet IP, Feedback, and the Services.
(e) “Conveyancing Platform Provider” means a software provider of a software or an application used by the Account Holder or Users to manage their real estate transactions. Examples of third-party software and applications include UNITY, Closer, Quintalink, GoVeyance, and Lawyer Done Deal
(f) “Credentials” means a Teranet Undertakings ID and password.
(g) “Documentation”means the technical services documentation, user manuals and other written materials that describe the Services, its operation or matters related to its use, which Teranet makes available to User.
(h) “End Client” means the individual or entity that has, or has previously had, an ownership or security interest in the property to which the Services relate to (e.g. the mortgage holder or property owner).
(i) “Feedback” means any suggestions, ideas, recommendations, bug reports, feature requests, or other input provided by you to the Teranet regarding Teranet IP or Services.
(j) “Intellectual Property Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to: (A) patent or invention and discovery; (B) any trademark, service mark, trade name, logo, business name or brand name; (C) any copyright, design, or database rights and moral rights; (D) any internet domain name, and registrations and applications therefore. The foregoing encompasses statutory or common law rights, whether current or future, worldwide. This includes renewals, extensions, and applications, regardless of jurisdiction.
(k) “Personal Information” means information about an identifiable individual.
(l) “Province of Ontario” means His Majesty the King in Right of Ontario.
(m) “Services” means the services that Teranet provides to you under this Agreement, including Support Services, and access to Teranet Undertakings. For clarity, reference to the “Services” includes Teranet Undertaking and the Teranet Undertakings API.
(n) “Teranet Data” means all data and information generated by Teranet and delivered through the Services, including system-generated data, certificates of discharge, notifications, reports, and any other outputs or deliverables created by Teranet in the course of providing Services.
(o) “Teranet Group” means Teranet, its affiliates, and each of the foregoing’s respective directors, officers, suppliers, agents, employees, and representatives.
(p) “Teranet IP” means (i) the proprietary information and Intellectual Property owned, created, formed or developed by Teranet; (ii) the Teranet Data; (iii) Teranet Undertakings; (iv) the Teranet Undertakings API; (v) Teranet Undertakings and the Teranet Undertakings API specifications (including any Documentation); (vi) the Teranet Undertakings and Teranet brand and any associated trade names, trademarks, or logos (whether registered or unregistered); and (vii) any domain names and URLs associated with Teranet Undertakings, (collectively, the “Teranet IP”).
(q) “Teranet Undertakings API” is the application interface that allows you to initiate requests and receive notifications from Teranet Undertakings to your systems, either through your or the Account Holder’s own internal systems or your or the Account Holder’s Conveyancing Platform Provider accounts.
(s) "User" means a person, at least 18 years of age, designated by the Account Holder which accesses, browses, or uses Teranet Undertakings under the Account Holder’s account.
(t) “User Data” means all data and information that is obtained, collected, provided to, Teranet Undertakings that originates from, a User or their clients, including information and data pertaining to End Clients.
(u) "you" and "your" means Account Holder, Administrator, or User, as applicable.
(a) Teranet Undertakings. Teranet will use commercially reasonable efforts to make Teranet Undertakings available to you in accordance with this Agreement through: (a) a website; (b) the Teranet Undertakings API; and/or (c) integration with a Conveyancing Platform Provider. Teranet does not guarantee that Teranet Undertakings or Services (and the data and notifications provided therein) will be accurate or error free. Teranet disclaims all liability for the accuracy, timeliness and availability of Teranet Data. You must ensure that it takes necessary steps to ensure compliance with its legal obligations under Applicable law.
(b) Support Services. Teranet will provide reasonable technical and user support services to you with respect to Teranet Undertakings, as set out in this section (“Support Services”). Support will be provided by phone and email from Monday to Friday (excluding holidays observed in Ontario) between the hours of 8:30am -6 pm. Teranet, directly or by way of its designated agent, may, at its discretion, provide support outside of the Support Services and charge a consulting fee (at Teranet’s then current applicable rates) to provide you support.
(c) Monitoring. You acknowledge and agree that Teranet may employ certain security procedures, monitoring tools and safeguards in relation to Teranet Undertakings, in order to protect the integrity of the same. You agree not to circumvent or attempt to circumvent any such security procedures, monitoring tools, and safeguards.
(d) Subcontracting. Teranet may subcontract its obligations under this Agreement to third parties. Notwithstanding the foregoing, Teranet will remain responsible to you for the performance of the Services in accordance with this Agreement.
(e) Use Restrictions. You must not, and must ensure that those for whom you are responsible do not:
(i) use Teranet Undertakings or Teranet Data in any manner that violates Applicable Laws or infringes third-party right;
(ii) disrupt, damage, or interfere with Teranet Undertakings or its security, including attempts to access it without authorization.
(iii) attempt to copy, modify, create derivative works of, reverse engineer, decompile, or disassemble Teranet Undertakings or Teranet Data;
(iv) use Teranet Undertakings or the Teranet Data to build or improve a competing product or service;
(v) distribute, sell, lease, rent, lend, transfer, assign, or sublicense any rights granted by this Agreement to any third party, nor grant access to the Teranet Data, Teranet Undertakings, or the Teranet Undertakings API to any third party;
(vi) conduct excessive data uploads, downloads, or other high-volume activity that may degrade Teranet Undertakings’ performance or interfere with third party use of Teranet Undertakings by others;
(vii) upload, transmit, or store malicious code, viruses, or other harmful software; and
(viii) allow any unauthorized third party to access or use Teranet Undertakings, including through sharing Credentials, sublicensing, or other unauthorized means.
(f) Account Security and Responsibility.
(i) Account. In order to use Teranet Undertakings, the Account Holder must first set up an account by providing Teranet with accurate and complete registration information and, where applicable, designating an Administrator (“Administrator). The Account Holder or Administrator is responsible for: (A) adding, changing and deleting the list of Users authorized to use their account; and (B) maintaining up to date account information. If Teranet determines that account information is not up to date, it reserves the right to update such information. The Account Holder is responsible for all usage and activities under its account and is responsible for ensuring use by its Administrator and Users complies with this Agreement.
(ii) Credentials. The Account Holder agrees it is ultimately responsible for all activity under Administrator and User Credentials and agrees to notify Teranet immediately upon becoming aware or suspects that any Credentials have been compromised. Each Administrator and User must have separate Credentials. Each Administrator and User is responsible and liable for:
A. maintaining the confidentiality and security of its account credentials, including usernames, passwords, and any access keys. You must not share account credentials with any unauthorized third party;
B. all activities conducted under its accounts, whether or not such activities are authorized by you or not;
C. immediately de-activating any Credentials for Users that are no longer permitted to access the Services (e.g. termination of employment); and
D. notifying Teranet immediately if you become aware or suspect that your Credentials have been compromised.
Grant. You agree to use Teranet Undertakings and Teranet Data solely for the purpose of discharging its obligations with respect to an undertaking made during a real estate transaction in the ordinary course of your practice with respect to the applicable End Client to which the Teranet Data pertains (“Permitted Purpose”). You shall not use Teranet Data for any other purpose, including but not limited to, for your benefit or any commercial exploitation, data mining, or unauthorized dissemination. You must ensure that all use of Teranet Data complies with Applicable Laws, and that appropriate measures are taken to protect the confidentiality and integrity of Teranet Data. You are solely responsible for ensuring that it has obtained all necessary consents required to provide User Data to Teranet and to allow Teranet to provide the Services.
4. API ACCESS
(a) Grant. Where Teranet has agreed to provide API access, subject to the terms and conditions herein, Teranet grants to you a limited, non-exclusive, revocable, non-transferrable, non-sub-licensable, royalty free, fully paid-up license to use the Teranet Undertakings API for the sole purpose of using the application programming interface, as designed, to interface between Teranet Undertakings and either Customer’s software or the applicable Conveyancing Platform Provider to initiate use Teranet Undertakings functionality as contemplated by this Agreement. Access to the Teranet Undertakings API is subject to availability and may not be available for all functions or under all circumstances.
(b) Implementation. You agree to comply with any implementation Documentation and instructions provided by Teranet with respect to its use of the Teranet Undertakings API. Teranet may provide professional services to facilitate implementation of the Teranet Undertakings API, which will be a chargeable Service at Teranet’s then current time and material rates.
(c) Restrictions. Youshall not, and in the case of the Account Holder, not permit Administrators or Users to: (a) directly or indirectly transmit, market, mass market, translate, publish, distribute, license, timeshare, provide subscription services, sell, deal with or otherwise transfer or provide access to the Teranet Undertakings API, in any manner or in any format to any person either voluntarily or by operation of law, whether or not for a fee; (b) reverse engineer the Teranet Undertakings API or otherwise take any active steps to derive or discern the design, architecture, communications protocols, data structures, messaging parameters or other features of the Teranet Undertakings API; (c) use the Teranet Undertakings APIto be used for any abusive purpose or in any way that damages Teranet’s or its suppliers’ property or interferes with or disrupts Teranet Undertakings or the Teranet Undertakings API, supporting databases, Teranet’s network or other users; nor (d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting or the creation of a duplicate database) on or in relation to Teranet Undertakings
(d) Fees. Fees for Services access by way of the Teranet Undertakings API shall be as set out on the Teranet Undertakings website, plus applicable taxes.
5. CONVEYANCING PLATFORM PROVIDER
Teranet is not responsible for any disruptions in Services caused by a Conveyancing Platform Provider.
(a) Fees. You agree to pay Teranet the then current fees applicable to the Services as presented at the time of ordering, plus a surcharge to fees processing costs (the "Fees"). Teranet reserves the right to adjust the Fees at any time.
(b) Payment. Payments will be made online using a credit card at the time of ordering. Teranet reserves the right to update or modify accepted payment methods at its discretion. Account Holder will be responsible for all charges, fees and taxes incurred by it, its Administrator, and its Users. If Teranet is unable for any reason to collect the charges, fees and/or taxes from a credit card tendered as payment, Account Holder is responsible to pay Teranet directly the fees, charges and taxes incurred by Account Holder, Administrator, and Users plus any other charges (including bank charges and the costs of collection) incurred by Teranet. All invoices are due within 30 days of invoice date. Outstanding charges, fees, and taxes will be subject to a 1% per month interest charge after 30 calendar days after falling due calculated on a monthly basis.
(c) Taxes. All Fees are exclusive of applicable taxes, levies, or duties. You are solely responsible for paying any applicable taxes or other charges imposed by any jurisdiction related to use of Teranet Undertakings, excluding taxes based solely on Teranet's income.
(d) No Refunds. All payments made are non-refundable unless otherwise required by Applicable Law or explicitly agreed upon by Teranet in writing.
7. TERM, TERMINATION, AND SUSPENSION
(a) Term. This Agreement becomes effective on the earliest of the following dates: (a) the effective date of an agreement that incorporates this Agreement by reference; (b) the date accepted by you electronically; or (c) upon receipt of the Services and continues until terminated in accordance with this Agreement.
(b) Mutual Termination. Either party may terminate this Agreement: (i) immediately upon written notice, if the breaching party does not remedy a material breach within 30 days of receiving notice from the non-breaching party; (ii) immediately, if the other party becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law; or (iii) upon 1 business days notice by either party for any reason.
(c) Teranet Termination. Teranet may terminate this Agreement: (i) upon notice, including as required by Applicable Laws, written or verbal restrictions, directions or recommendations for non-use of Teranet Undertakings issued by a governmental organization (including the Privacy Commissioner of Ontario) or the Law Society of Ontario; or (ii) immediately if you breach any of your obligations hereunder with respect to compliance with Applicable Laws, or confidentiality, or infringes any copyright or other intellectual property or proprietary rights in Teranet Undertakings or Services. Teranet also reserves the right to terminate this Agreement and de-activate your account or any Credentials following 12 months of inactivity on your account or any Credentials. For the purposes of this Agreement, inactivity includes accessing Teranet Undertakings but not ordering any monitoring Services.
(d) Effect of Termination.
(i) Termination of this Agreement does not affect either party’s rights or obligations that existed before termination. For clarity, any notifications associated with monitoring already in effect and paid for by you at the time of termination will still be provided in accordance with the terms of this Agreement. No further Services can be ordered by you following termination.
(ii) Upon termination, you:
A. must stop using Teranet Undertakings to order further Services;
B. must immediately cease use of the Teranet Data; and
C. immediately permanently delete and destroy all Teranet Data in your possession and control, including purging such data from your computer systems, and securely destroying all hardcopy materials produced using the Teranet Data subject to your documentation record retention policies in respect of any files stored as a result of automated back-up procedures (which files shall remain subject to all confidentiality, security, use obligations and restrictions herein). Upon request, you will provide written certification of your compliance with the obligations set out in this Section.
(e) Suspension. Teranet shall have the right to suspend, without notice, your access to Teranet Undertakings and/or Services in the event of: (i) any security issues; (ii) any confirmed or suspected use of Teranet Undertakings and/or Services contrary to the terms of this Agreement; (iii) any non-payment of Fees under this Agreement; and (iv) during Teranet Undertakings maintenance. Suspension shall not relieve you from any Fees owing prior to the time that such suspension becomes effective. A suspended Account Holder, Administrator, or User may not access Teranet Undertakings through the use of another account or another person or entity’s Credentials.
(f) Survival. All sections that by their nature should survive termination or expiration of this Agreement will survive, including Sections 1, 2(e), 3, 4(c), 6. 7(d), 8 - 9, and 11-14.
8. INTELLECUTAL PROPERTY
(i) Teranet IP. As between the parties, Teranet retains all rights (including Intellectual Property Rights), title and interest in and to the Teranet IP and all enhancements, updates, and modifications to the Teranet IP.
(a) License to Teranet IP. Subject to the terms of this Agreement, Teranet grants to you a non-exclusive, non-transferable, non-sublicensable, license to access and use the Teranet IP solely: (i) as necessary to use Teranet Undertakings and Services; (ii) for your or the Account Holder’s internal business purposes with respect to the applicable End Client; and (iii) in compliance with this Agreement.
(b) User IP: As between the parties, User owns all Intellectual Property Rights in User Data. Teranet is granted a license to use such User Data in order to provide Teranet Undertakings, the Teranet Undertakings API, and Services.
(c) Feedback. You grant Teranet a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, modify, and incorporate Feedback into Teranet’s products, services, and business operations without any obligation or compensation to you.
(d) No Sale or License. This Agreement does not constitute a sale or, except as otherwise expressly set out herein, license of any Intellectual Property Rights whatsoever (nor does it transfer ownership of any Intellectual Property exchanged between the parties). Each party retains full and exclusive title and, except as otherwise expressly provided herein, all rights and interest to their respective Intellectual Property Rights.
9. CONFIDENTIALITY, SECURITY, AND PRIVACY
(a) Access to Information. You acknowledge that some or all of the Services may be based on information obtained from the public and collected by the Province of Ontario. You agree to comply with all Applicable Laws, including without limitation any privacy and access to information laws, relating to the use of Services. At all times, you shall abide by any and all directions by Teranet to you with respect to the collection, use, dissemination and sale of information about and obtained from the public. The confidentiality of any material or information provided to you under this Agreement, including Teranet Confidential Information may be subject to the provisions of applicable protection of privacy and access to information legislation. For the purposes of such Applicable Law, you agree that disclosure of the Teranet Data or any Confidential Information concerning Teranet or the Services could reasonably be expected to significantly prejudice the competitive position of Teranet in the marketplace or interfere significantly with other contractual negotiations of Teranet. In the event that a request for all or part of any material or information provided to you or the Services is made to you pursuant to Applicable Law, you shall provide notice of such a request to Teranet within 3 Business Days of the request being made, and shall co-operate with Teranet in handling such a request.
(b) Confidentiality.
(i) The Receiving Party will maintain Confidential Information in strict confidence and will not disclose or publish any part of the Confidential Information without the other Disclosing Party’s consent.
(ii) The Receiving Party will use the Confidential Information solely for the purpose of performing its obligations under this Agreement. However, the Receiving Party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party gives reasonable prior notice to the Disclosing Party to contest such order or requirement, where legally permissible. Notwithstanding the foregoing and anything to the contrary in this Agreement, each party may retain electronic copies of the other party’s Confidential Information that have been made in the normal course of business, which shall continue to be subject to the obligations of confidentiality set out in this Agreement.
(iii) Each party agrees to only disclose the other party’s Confidential Information to such of its and its affiliates’ employees, agents, consultants, contractors, and advisors as have a need to know for the purposes of this Agreement and are subject to obligations of confidence with respect thereto. For clarity, Teranet may disclose your Confidential Information to its subcontractors.
(c) Exceptions. Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed (excluding official land titles or land registry data which shall be considered Teranet Confidential Information in all circumstances); (ii) is or becomes publicly available or enters the public domain through no act or omission of the Receiving Party (excluding official land titles or land registry data which shall be considered Teranet Confidential Information in all circumstances; (iii) is rightfully communicated to the Receiving Party by persons that, to the best of the Receiving Party’s knowledge, are not bound by confidentiality obligations with respect thereto; (iv) is already in the Receiving Party’s possession free of any confidentiality obligations with respect thereto; (v) is independently developed by the Receiving Party without use of any Confidential Information; or (vi) is approved for release or disclosure by the Disclosing Party in writing without restriction.
(d) Security.
(i) Teranet will use industry standard security measures designed to protect Teranet Undertakings , the Teranet Undertakings API, and User Data from unauthorized access and disclosure.
(ii) You will use industry standard security measures designed to protect Teranet Confidential Information (including Teranet Data) and the Teranet Undertakings API from unauthorized use, access, and disclosure.
(iii) Teranet will notify you and you will notify Teranet immediately but in no event later than 48 hours from the date of obtaining knowledge of any act or omission that compromises the security, confidentiality, or integrity (“Data Security Breach”), of (A) in the case of Teranet, the User Data; and (B) in the case of you, the Teranet Undertakings API or Teranet Data. The notifying party will, at its cost and expense, assist and cooperate with the other party concerning any investigation, or disclosures to affected parties, and other remedial measures as reasonably requested by the other party or required under applicable law.
(e) Privacy. Teranet will process Personal Information in accordance with its Privacy Policy, which is available https://www.teranet.ca/privacy/. By using Teranet Undertakings, you (and in the case of the Account Holder, your and Users) acknowledge and agree that the Personal Information you load into Teranet Undertakings will be handled as described in the Privacy Policy.
(f) Personal Information. You are fully responsible and liable for gathering all necessary consents with respect to Customer Data, including Personal Information, which you provide through the Services. Teranet may disclose Personal Information of you (and in the case of the Account Holder, your Administrator, and Users) or any End Client to the Province of Ontario, its ministries or agencies, for the purposes of Ministry or agency use, and to the Province of Ontario, its ministries or agencies and to any law enforcement authority or regulator having jurisdiction, or the Law Society of Ontario, in connection with any investigation by any of them relating to use by you or any End Clients of Teranet Undertakings or Services.
Each party represents and warrants that it:
(a) Where applicable, is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction, with the authority to operate its business and perform its obligations under this Agreement;
(b) has obtained all necessary corporate approvals to enter into and perform its obligations under this Agreement; and
(c) will comply with all Applicable Laws related to its obligations under this Agreement, including all applicable privacy laws.
(a) Teranet. EXCEPT AS EXPRESSLY STATED ELSEWHERE IN THIS AGREEMENT, TERANET IP AND SERVICES ARE PROVIDED “AS IS” AND TERANET MAKES, AND THERE ARE, NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, UNDER THIS AGREEMENT, REGARDING ANY MATTER, INCLUDING NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ACCURACY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ANY CERTIFICATE OF DISCHARGE PROVIDED IS A SUMMARY OF A REGISTRATION THAT HAS BEEN COMPLETED IN THE ELECTRONIC LAND REGISTRY SYSTEM OF ONTARIO (“ELRS”) AND IS NOT AN OFFICIAL GOVERNMENT OR LAND REGISTRY DOCUMENT. IF YOU REQUIRE AN OFFICIAL RECORD OR WISH TO CONFIRM THE OFFICIAL CURRENT STATE OF ALL INTERESTS IN LAND, YOU MUST OBTAIN THE APPLICBLE DOCUMENTS DIRECTLY FROM THE ELRS.
(b) Province on Ontario. You acknowledge the Province of Ontario makes no warranties, express or implied, with respect to Teranet IP or the Services, which are provided on an "as is" and "as available" basis, without any warranties, representations or conditions, express or implied including warranties, representations or conditions of merchantable quality, fitness for a particular purpose or non-infringement of third party rights, or those arising by law or by usage of trade or course of dealing. This section shall apply whether or not liability results from a breach of a term or condition or a fundamental breach of this Agreement. This section shall survive the termination or expiry of this Agreement.
(a) Indirect Damages Exclusion. In no event, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability, indemnity or under any other theory of liability whatsoever, will either party be liable to the other under this Agreement for: (i) any indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or lost profits; even if such party has been advised of the possibility of such damages in advance.
(b) Direct Damages. Teranet’s aggregate liability under this Agreement, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability, indemnity, or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the total Fees paid to Teranet under this Agreement in the 6 months immediately preceding the month in which the most recent event giving rise to liability occurred.
(c) Province of Ontario. You acknowledge that the Province of Ontario and its agents, employees and representatives shall not have any liability to you nor any other person or entity for any loss of revenue, profit or savings, lost or damaged data, or other commercial or economic loss, or any indirect, incidental, special or consequential damages whatsoever, even if the Province of Ontario has been advised of the possibility of such damages, or for claims of any nature by a third party against the Province of Ontario. Notwithstanding anything else in this Agreement, the Province's maximum aggregate liability to you or any other party for any cause whatsoever related to this Agreement and the Services shall not exceed 1$ CDN. This section shall apply whether or not liability results from a breach of a term or condition or a fundamental breach of this Agreement. This section shall survive the termination or expiry of this Agreement.
13.INDEMNIFICATION
(a) You. You shall indemnify and hold the Teranet Group harmless for any costs, damages, losses or expenses that the Teranet Group may incur, suffer or become liable for as a result of or in connection with any claim asserted against the Teranet Group arising your breach of Sections 2(e), 3 and 100. The Account Holder shall indemnify and hold the Teranet Group harmless for any costs, damages, losses or expenses that the Teranet Group may incur, suffer or become liable for as a result of or in connection with any claim asserted against the Teranet Group arising the Account Holder, Administrator, or User’s breach of Sections 2(e), 3 and 100.
(b) Teranet. Teranet shall defend you from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties alleging Teranet Undertakings, used by you in accordance with this Agreement, infringes third party Intellectual Property Rights (collectively “Claims”) and shall hold you harmless from and against damages and costs finally awarded or entered into in settlement (collectively, “Losses”) to the extent based upon such a Claim. Excluded from the above indemnification obligations are Claims to the extent arising from (a) use of Teranet IP or Services in violation of this Agreement or Applicable Law; (b) use of the Teranet IP after Teranet notifies you to discontinue use because of an infringement claim, or (c) use of the Teranet IP in combination with any software, application or service made or provided other than by Teranet, if infringement would not have happened except for such combination.
(c) Options. If an infringement, violation or misappropriation of any third party Intellectual Property Rights in relation to the Teranet IP is perceived, threatened or pending, Teranet may, at its entire expense and sole option: (i) procure for you the right to continue any such activity giving rise to the infringement, violation or misappropriation; or (ii) replace or modify the affected elements of the Teranet IP with other elements that will not be so enjoined or constitute an actionable infringement, violation or misappropriation, provided that the replaced elements are of equivalent functionality and performance to those contracted for; or (iii) if neither (i) nor (ii) are reasonably possible, terminate this Agreement and provide you with a pro-rated refund of any prepaid and un-used Fees for the terminated portion of the applicable monitoring term. The foregoing shall be your sole remedy and Teranet’s sole obligation in relation to any third party claim of Intellectual Property Rights infringement.
(d) Process. If a party seeks indemnification in accordance with this Agreement, it must promptly notify the other party in writing. The indemnifying party will control the defense and settlement, but the indemnified party may participate with its own counsel at its expense. The indemnifying party may not settle without the indemnified party’s consent if the settlement imposes obligations on the indemnified party that are not covered by an indemnity set out in this Agreement or requires an admission of wrongdoing on the part of the indemnified party.
(e) Province of Ontario. You shall indemnify, defend and save harmless the Province of Ontario against any claims that arise due to the use of the Services by you, or from any breach of your obligations hereunder, and you shall pay the resulting costs, damages, reasonable legal fees, penalties and expenses of any kind whatsoever. Additionally, the Account Holder shall indemnify, defend and save harmless the Province of Ontario against any claims that arise due to the use of the Services by Administrators or Users, or from any breach of Administrator or User of their obligations hereunder, and the Account Holding shall pay the resulting costs, damages, reasonable legal fees, penalties and expenses of any kind whatsoever. The process in subsection (d) does not apply to this indemnity.
14.GENERAL PROVISIONS
(a) Audit. You shall maintain complete and accurate records relating to this Agreement and in particular relating to the use of the Services. Such records shall be open for inspection or audit by. Teranet or its suppliers, or their agents and representatives, at the expense of Teranet, during normal business hours upon reasonable prior written notice and you shall maintain all such records for a period of at least 5 years after the termination of this Agreement. Teranet shall have the right to require you to take such actions as Teranet requires, both remedial and prospective, to ensure Customer's compliance with its obligations pursuant to Sections 9 and 10. Teranet shall have the right to make copies of such records at its own expense. Teranet shall bear the cost of the audit unless the audit determines that accurate records have not been maintained by you or you are in material breach of this Agreement, in which case you shall bear the cost of the audit.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
(c) Notices. Any notice to be given under this Agreement shall be in writing and delivered by hand, courier, or email to the following addresses. Any notice delivered by hand or courier shall be deemed to be received on the Business Day of delivery. Any notice delivered by email shall be deemed to be received on the Business Day following transmittal; provided that a bounceback notification of non-delivery is not received. Either party may change its address for notice by providing notice to the other party. Any deliveries to give effect to this Agreement shall be delivered to the following addresses:
In the case of Teranet: 123 Front Street West, Suite 700, Toronto, Ontario M9A 2J5.
In the case of you: to the address listed on the Account Holder’s account.
(d) Assignment. You may not assign this Agreement or its rights or obligations, or portions thereof hereunder, without the prior written consent of Teranet.
(e) Currency. All dollars amounts referred to in this Agreement or required to be paid under this Agreement are in the lawful money of Canada.
(f) Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no representations, inducements, promises, agreements, arrangements or undertakings, oral or written, between the parties with respect to the subject matter hereof other than those set forth herein and duly executed in writing.
(g) Changes. Teranet may update or modify this Agreement or any Teranet IP at any time. If Teranet makes material changes to this Agreement, Teranet will provide notice to you by email, through Teranet Undertakings, or by other reasonable means. The updated Agreement will become effective on the date specified in the notice, but no sooner than 30 days from when the notice is provided, unless a shorter timeframe is required to comply with Applicable Laws or address security, legal, or regulatory changes.You are encouraged to regularly check the Teranet Undertakings website for updates to this Agreement. If you continue to use the Teranet IP or Services after the updated Agreement takes effect, you agree to the revised terms. If you do not agree to the updated Agreement, you must stop using the Teranet IP and Services.
(h) Enurement. Except as provided herein, this Agreement shall be binding upon and enure to the benefit of the respective successors, heirs, administrators, trustees, attorneys, and permitted assigns of the parties.
(i) Force Majeure. No failure or omission in the performance of any obligation hereunder, except for the obligation to pay any monies required to be paid hereunder, will be deemed to be a breach of this Agreement or create any liability for damages if such failure shall be due to any pandemic, epidemic, labour disputes, strikes, lock-outs, civil commotion, invasion, rebellion, hostilities, sabotage, government, regulation or controls or acts of God, fire, unusual delay by common carriers, or unavoidable casualties or without limit to any of the foregoing by a cause beyond the reasonable control of such party, including without limitation, statutory or regulatory changes.
(j) Headings. The headings in this Agreement are inserted solely for convenience of reference, do not form a part of this Agreement and are not to be used as an aid in interpreting this Agreement.
(k) Independent Contractor. The parties acknowledge and agree that they are independent contractors, and nothing contained in this Agreement shall be construed as constituting a partnership, joint venture or agency between the parties.
(l) Severability. Where possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid pursuant to Applicable Laws, and if any provision of this Agreement would be prohibited by or invalid pursuant to such Applicable Laws, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(m) Waiver. A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by a party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.
V.1.1 January 14,, 2026