InStaff Cloud Terms of Service Agreement


Welcome to InStaff!

This Service Agreement states the terms of the transaction between Hutility Integrated TechSystems Corp. ("HutilityTS") and you (the "Customer"), for the sale, implementation, usage and support of "InStaff", a proprietary software and web application developed by HutilityTS.

By accessing the software and tools provided by HutilityTS on the Site or through HutilityTS's applications, the Customer agrees to the following terms and conditions set forth herein.

Description of Parties Involved

The "HutilityTS" refers to Hutility Integrated TechSystems Corp., a Canadian federally incorporated company and the developer, HutilityTS and provider of the employee portal software and web application and service "InStaff".

The "Customer" refers to the entity you represent in accepting this Service Agreement.

Description of "InStaff"

"InStaff" is a software and web application developed by HutilityTS that follows a typical "Software as a Service" (SaaS) model (the "Software"). In addition to having use of the software, users of InStaff can expect a service component provided by HutilityTS that includes the implementation, training, maintenance, and ongoing support of the software. InStaff can be described as employee portal software. InStaff's official domain is registered at https://instaff.org/.

InStaff is a modular application with "add-on modules" available to the Customer.

Level of Service

The implementation of InStaff and its applicable modules.

Assistance with InStaff setup and training by phone, email or web conference for the Customer's portal administrators upon request during HutilityTS's regular business hours.

Ongoing technical support by phone, email or web conference exclusively for the Customer's portal administrators and excluding the Customer's regular employees, upon request during HutilityTS's regular business hours.

Ongoing maintenance of InStaff and InStaff components developed by HutilityTS.

Flat Rates & Fair Use Limit

Flat rates and alternative payment plans (e.g., monthly, annual, contract) are available upon request.

Flat rate plans are offered based on an estimated usage provided by the Customer and are conditioned upon the Customer using the service in a manner consistent with the estimated usage.

The Fair Use Limit accounts for prolonged unexpected increase in the Customer's actual usage and its effect on the load of HutilityTS. The Fair Use Limit is equal to 140% of the estimated usage unless otherwise agreed upon.

In the event that the Customer's actual usage continually exceeds the established Fair Use Limit, HutilityTS reserves the right to administer a new flat rate or pricing plan based on the Customer's actual usage.

Payment Terms

A monthly invoice will be sent on the 1st business day of each month. The Customer can pay by credit card or cheque. If paying by credit card, the credit card will be charged on the 1st business day of each month. If paying by cheque, payment is due within 30 days of the invoice being sent.

If paying by credit card, payment is processed through our 3rd party payment processor, Stripe.

Communication

HutilityTS may send service and administrative emails to the Customer, for the purposes of: informing the Customer of important service related notices such as a for security and fraud, changes in the service, and changes in the service offerings. These emails are considered part of the service and you may not opt-out of them.

In addition, HutilityTS may send promotional emails about new product features or other news about the service. You can opt out of these at any time.

Hosting

The Customer is hereby granted a non-exclusive, non-transferable license to access and use the Software via the Site or App as described and on the terms set out herein. The Customer acknowledges that HutilityTS may, in its discretion, update and modify the Software and the Site and any applications from time to time. If HutilityTS considers any such update or modification to be material, it shall notify the Customer prior to or at such time as the update or modification comes into effect. HutilityTS may in its discretion update or modify the Software or the Site or App or create new modules without making the update or modified versions or new modules available to the Customer, provided that HutilityTS shall make the same available to the Customer if the Customer agrees to pay such additional fees for the same as HutilityTS may require. HutilityTS may re-locate the Site to a new domain provided that HutilityTS gives notice of such re-location to the Customer. The Customer shall provide at its expense all equipment and facilities necessary to access the Site from time to time. The license does not include any right to: (a) download the Software to any computer or storage device; or (b) have access to the object or source code of the Software. HutilityTS is not obligated to provide the Customer with any maintenance except where necessary to keep the site and service available and/or as specified in the agreement. HutilityTS is not responsible for any maintenance or support related to software that is not developed by HutilityTS. HutilityTS is not obligated to provide additional training (other than the initial training) or enhancements in respect of the Site or the Software, nor is HutilityTS obligated to assist the Customer with the importing of the Customer's data into the Software. However, at the Customer's request, HutilityTS may provide additional services of the nature referred to above at HutilityTS's then standard rates for such services.

Service Exit Procedure

Service cancellation can be initiated via the Customer's InStaff portal. Cancellation must be initiated formally via the portal to ensure that authorized administrative users are making the request.

One month after exiting our service or upon immediate request, we delete all your associated records in our databases, and permanently hard delete any uploaded files.

Limitations

The Customer shall not permit any unauthorized access, alteration, theft, corruption or destruction of files, data, transmission facilities or equipment related to the Software or the Site, and shall not use the Software or the Site for illegal, improper or unacceptable practices and shall, without limiting the generality of the foregoing, not permit the dissemination of any viruses, Trojan horses, time bombs, worms, or other code which may interrupt, destroy, or limit the function of any software, hardware or communications equipment, unsolicited mass email or other improper internet based advertising campaigns, privacy breaches, denial of use attacks, spoofing, or impersonation and shall not interrupt or attempt to interrupt the operation of the Software or the Site in any way. The Customer represents and warrants that its use of the Software and the Site and any files information or data that it may upload to the Site, or database: (i) will not infringe any copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be defamatory or trade libelous; (iv) will not be fraudulent, infringing, abusive, lewd, obscene, pornographic or act otherwise contrary to the laws of Quebec, Ontario or the laws of Canada. The Customer shall not tamper with the Site and/or Software, without limitation, attempts to translate, reverse engineer, decompile, disassemble to modify the Site and/or Software, or to merge the Site and/Software with other system. Data mining, scraping, framing or mirroring is strictly prohibited and data may not be extracted from the Site and/or Software except as expressly provided for within these Terms and Conditions and/or Agreement. Notwithstanding any other provision, the Customer will be allowed to download the application onto any computer, phone, or tablet and use it as per the terms of this agreement and as instructed by HutilityTS. HutilityTS will not be required to routinely monitor the Customer's use of the Software or the Site, but reserves the right to do so. In addition to any other termination rights set out in this Agreement, HutilityTS may remove or have removed from its servers any files which it believes violates these terms in its discretion and may suspend or terminate this license and block access to the Software and the Site without notice if it becomes aware of, or has reason to suspect that, a violation of the terms of this Agreement has occurred or is occurring.

Security

HutilityTS shall provide the Customer with account and password information granting access to the Software via the Site. The Customer is solely responsible for the confidentiality of its account, and all acts and omissions associated with its account, including, without limitation, the acts and omissions of third parties. In the event of any known or suspected unauthorized use of the Software or the Site, or any known or suspected breach of security, including without limitation, loss, theft, or unauthorized disclosure of the Customer's password information, the Customer shall notify HutilityTS immediately in writing. Despite such disclosure, the Customer will remain responsible for all acts and omissions associated with its password. The Customer will not attempt to access the Site or use the Software or the App except during the term of this Agreement using the password assigned to the Customer by HutilityTS.

Proprietary Rights

The Customer acknowledges that HutilityTS is the sole and exclusive owner of all rights in and to the Software and the Site and all intellectual property which has been used to develop the same, or which may be used to update or modify the same, and that all intellectual property which comprises a part of the Software or the Site, or which HutilityTS has created or acquired in the conduct of its business, including, without limitation, all patents, copyrights, trade-marks, trade-names, trade secrets, business methods, source code, internet domains, registrations, artwork, logos, text, pictures, sound, graphics, video, data, the nature of the screen content generated by the Software, the manner in which the Site is organized and presented and the manner in which reports are generated, formatted, organized and presented, the text of reports, and the nature and type of reports generated by the Software and other material (all of the foregoing being referred to as the "Intellectual Property"). HutilityTS agrees that all information and materials, however recorded, including images and data provided by the Customer to HutilityTS or imported into the Software by or on behalf of the Customer shall remain the sole property of the Customer at all times and do not form any part of HutilityTS's Intellectual Property. The Customer shall not and shall not permit any third party to, at any time: (a) sublicense, pledge, sell, lease, rent, or otherwise transfer or share its rights under this Agreement; (b) use the Software or Site to process or store data for other parties except with HutilityTS's prior written consent; (c) disclose any of the Intellectual Property to any third party without HutilityTS's prior written consent; (d) directly or indirectly, use any of the Intellectual Property in connection with the development of computer programs for its own use or use by third parties; or (e) attempt to do any of the foregoing. This clause does not prevent the Customer from printing or reproducing the content of screens displayed at the Site nor disclosing the same to third parties. The Customer shall at all times treat all of the Intellectual Property as confidential and shall not use it for any purpose other than as contemplated by this Agreement. The Customer shall not, and shall not permit any third party to, at any time, reverse engineer, decompile, disassemble, or create derivative works from the Intellectual Property, or to modify, interfere or corrupt any part of the same in any way, or attempt to do any of the foregoing.

Third Party Intellectual Property

The Customer shall not and shall not permit any third party to, at any time: (a) upload, import, host, transfer, or download any intellectual property that it does not own, or that it does not have a specific license to use. The Customer shall in no way shape or form use Site or Software in such a way that violates the intellectual property rights of a third party.

Indemnity

The Customer shall indemnify and hold HutilityTS harmless from and against all claims, direct damages, losses, liabilities (whether accrued, actual, contingent or otherwise), demands, suits, judgments, causes of action, legal proceedings, penalties or other sanctions and any costs and expenses arising in connection therewith, including, without limitation, legal fees and disbursements on a solicitor and Customer basis (including, without limitation, all such legal fees and disbursements in connection with any appeals) suffered or incurred by HutilityTS in connection with any breach of this Agreement by the Customer, including, without limitation, any breach of any provision of this section entitled "Proprietary Rights" or "Third Party Intellectual Property". The Customer shall not, however, be liable for any indirect, consequential or other damages suffered or incurred by HutilityTS in connection with any breach of this Agreement by the Customer.

Accuracy of Information

HutilityTS shall make commercially reasonable efforts to keep the files, information, documents, and data (collectively or separately "Files") it provides to Customers on Site up to date, but does not warrant the accuracy or completeness of any information or documents provided on Site. HutilityTS is in no way whatsoever responsible or liable for any information Customer changes, revises, adds to, deletes or otherwise modifies in any way.

Verification of Accuracy

The Customer is solely responsible for the verification of the accuracy, completeness, and quality of any data, documents, files, or other information imported to, or exported from, Site and the fitness of Files for the intended purpose of the Customer and Customer user.

Warranties

HutilityTS shall make commercially reasonable efforts to keep the Software and Site available, but does not warrant or guarantee that access to the same shall be uninterrupted.

Service Continuity

In the case that HutilityTS is no longer able or willing to provide the InStaff service as agreed, HutilityTS shall provide the Customer with a written notice of its plans to terminate service at least 6 months in advance of its planned termination of service to provide the Customer with a reasonable timeframe in which to evaluate alternative solutions.

Exclusion of Representations, Warranties and Conditions

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SITE ARE PROVIDED "AS IS" AND THERE ARE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED IN FAVOUR OF THE Customer, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO THE PROVISION OF UNINTERRUPTED ACCESS, ABSENCE OF ERRORS IN THE SOFTWARE OR SITE, PRIVACY OF FILES, SECURITY, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, the appropriateness of the use, output, or results of the use of this software or program in terms of its correctness, accuracy, reliability, currency or otherwise AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING PURSUANT TO STATUTE OR OTHERWISE, OR FROM A COURSE OF DEALING OR TRADE, IN CONNECTION WITH THE SOFTWARE OR SITE.

Force Majeure

If the total or partial execution of this contract is prevented or hindered by a case of force majeure including any natural cause, drought, flood, storm, frost, fire, war, market condition, government restriction or other cause beyond the control of the parties concerned, whether or not similar to those specifically listed above, the prevented party will not be held liable for damages resulting for the other party, provided that the party which cannot perform the contract notifies as soon as possible the other party of the impediment or obstacle to the total or partial performance of this contract and that it indicates its nature.