Terms and Conditions

Last updated: Feb 13, 2024

This Terms of Service (“Agreement”) is entered into by Tariff Hippo Canada (“Provider”) and the entity or person placing an order for accessing the Service (“Customer”) or “you”. This Agreement consists of the terms and conditions set forth below. If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Service
1. Access and Use. During the Subscription Period and subject to the Use Limitations, Customer may:
  - (a) access and use the Cloud Service; and
  - (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes and only if Customer complies with the terms of this Agreement.
2. Service Level. are as described in our Service Level Agreement (SLA).
3. Support. During the Subscription Period, Provider will provide Technical Support as described in the Cover Page as specified in our Support Policy
4. User Accounts. Only registered Users may access or use the Service. Customer is responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. Customers and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
5. Affiliates. If authorized in a Cover Page, individuals from Customer’s Affiliates may access Customer’s account as Users under Customer’s Agreement and Customer will be responsible for its Affiliates’ compliance with this Agreement. If a Customer Affiliate enters a separate Cover Page with Provider, the Customer’s Affiliate creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.
6. Age Requirements for Users. The Service is not intended for, and may not be used by, anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years of age.
7. Administrators. Customer may designate a User as an administrator with control over Customer’s Service account, including management of Users and Customer Content, as described in the Documentation. Customer is fully responsible for its choice of administrators and any actions they take.
8. Registration Using Corporate Email. If you created an account using an email address belonging to your employer or other entity, you represent and warrant that you have authority to create an account on behalf of such entity and further acknowledge that the Provider may share your email address with and control of your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to:
  - (i) access, disclose, restrict, or remove information from the account,
  - (ii) restrict or terminate your access to the Service, and
  - (iii) prevent you from later disassociating such account from the Customer.
9. Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Providers may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Providers may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users.
10. Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.
Restrictions & Obligations
1. Restrictions on Customers.
  (a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
  (b) Customer’s use of the Product must comply with all Documentation and the Acceptable Use Policy.
2. Suspension of Service. Provider may suspend Customer’s or a User’s access to and use of Service and related services if Customer breaches specified conditions, including without limitation, this Agreement. Provider may also suspend access to and use of the Product to the extent necessary to prevent a risk to the Product, Customer, or other users of the Product, and to the extent necessary to ensure the continued functionality and security of the Product.
3. Access to Support and Technical Services. Access to Support and Technical Services are subject to compliance with this Agreement, the Acceptable Use Policy, and any other policies Provider makes available to Customer. Customer is solely responsible for maintaining necessary communications systems (such as internet connections) to receive Support and Technical Services.
4. Professional Services. Provider will perform the Professional Services as detailed in a Cover Page, if any, and Customer will reasonably cooperate with Provider to allow the performance of Professional Services, including providing Customer Content as needed. Provider is not responsible for any inability to perform the Professional Services if Customer does not cooperate as reasonably requested.
Privacy & Security
1. Personal Data and Privacy. Provider will comply with our Privacy Policy.
2. Prohibited Data. Customers will not submit Prohibited Data to the Product unless authorized by the Cover Page.
3. Security. Provider will comply with the Security Policy.
4. Individual User Account Takeover. The Service may contain functionality allowing Customer to convert accounts previously registered by individuals using email addresses from Customer’s domain into User accounts under Customer’s control.
Payment & Taxes
1. Fees and Invoices. All fees are in Canadian Dollars and are exclusive of taxes. Fees are non-refundable.
2. Payment. Customers will pay the Provider the fees and taxes in each invoice in Canadian Dollars within the Payment Period. If Provider does not receive fees from Customer within 30 days from the date of the invoice, Provider may (a) charge interest on unpaid amounts at 1.5% per month or the maximum amount permitted by law, whichever is less; (b) recover its reasonable costs of collection (including reasonable attorneys’ fees); (c) suspend the Service until payment is made in full; and (d) immediately terminate the Agreement if the unpaid fees remain unpaid for more than 15 days after Provider has notified Customer of the non-payment.
3. Taxes. Customer is responsible for all taxes that apply to fees, including retail sales, GST, Provincial, that Provider itemizes and includes in an invoice.
4. Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, the parties will work together to resolve the dispute within 15 days.
5. Credit Card Information. If Customer pays fees by credit card, the card information must be kept accurate and up-to-date. If the card information is not kept up-to-date, Provider may suspend the Service until the card information is updated.
Term & Termination
1. Subscription Period. Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal.
2. Non-Renewal Notice Date. A minimum of five (5) days before the last business day of the subscription period end date.
3. Agreement Term. This Agreement will start on the Effective Date and continue until all Subscription Periods have ended.
4. Termination. Either party may terminate this Agreement for specified reasons, including without limitation if the other party breaches this Agreement and does not cure within 15 days of receiving written notice. Provider may also terminate this Agreement immediately upon written notice to Customer if (a) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (b) there is an assignment or transfer of any assets by Customer for the benefit of creditors.
5. Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms upon expiration, termination, or non-payment. If the Agreement is terminated, Customer must promptly pay any unpaid fees incurred before the date of termination. If the Agreement is terminated by Provider for breach by Customer, Customer must promptly pay any unpaid fees for the remainder of the Subscription Period. All terms of this Agreement that by their nature are intended to survive termination will survive termination.
6. Termination for Convenience. Either party may terminate this Agreement at any time for any reason upon 90 days notice.
7. Survival. Certain sections will survive expiration or termination of the Agreement.
Representations & Warranties
1. Mutual. Each party represents and warrants to the other that:
  (a) it has the legal power and authority to enter into this Agreement;
  (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin;
  (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and
  (d) it will comply with the Additional Warranties.
2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
3. From Provider. Provider represents and warrants to Customer that
  (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and
  (b) it will perform Professional Services in a competent and professional manner.
4. Provider Warranty Remedy. If Provider breaches a warranty in Section 7.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service or reperform the Professional Services. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. Provider’s restoration and reperformance obligations, and Customer’s termination right, are Customers only remedies if Provider does not meet the warranties in Section 7.3.
Disclaimer of Warranties
1. Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7.3 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 7, Provider and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
Limitation of Liability
1. Liability Caps. If there are Increased Claims, each party’s total cumulative liability for the Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount. Each party’s total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the General Cap Amount.
2. Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
3. Exceptions. The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any Unlimited Claims. The damages waiver in Section 9.2 does not apply to any Increased Claims.
Indemnification
1. Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claim.
2. Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claim.
3. Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party:
  (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection;
  (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and
  (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
4. Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may:
  (a) obtain the right for Customer to continue using the Product;
  (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or
  (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a prorated refund of prepaid fees for the remainder of the Subscription Period.
5. Exclusions.
  (a) Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from
  (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim.
  (b) Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
6. Exclusive Remedy. This Section 10 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
7. Trails and Betas. If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Provider (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Provider may never release, and their features and performance information are Tariff Hippo Canada’s Confidential Information. Notwithstanding anything else in this Agreement, Provider provides Trials and Betas “AS IS” with no warranty, indemnity, or support and its liability for Trials and Betas will not exceed CAD$50.
Insurance

During the Subscription Period and for six months after, Provider will carry commercial insurance policies with coverage limits that meet the Insurance Minimums, if any. Upon request, Provider will give Customer a certificate of insurance evidencing its insurance policies that meet the Insurance Minimums. Provider’s insurance policies will not be considered as evidence of Provider’s liability.
Disclaimer

The Service, Professional Services, and Product are provided “AS IS” and “AS AVAILABLE” and Provider makes no warranties, express or implied, including any implied warranties of noninfringement, merchantability, or fitness for a particular purpose. Without limiting the generality of the foregoing, Provider does not warrant that the Service will be error-free or uninterrupted, that Provider will correct all defects or prevent third-party disruptions, or that the Service will meet Customer’s requirements.
Miscellaneous
1. Notices. All notices and communications between the parties must be in writing.
  (a) To Provider: notices to Provider must be addressed to the attention of the legal department and sent by overnight courier or certified mail, return receipt requested, or by electronic mail with return confirmation of receipt, to the addresses set forth in the invoice or Order Form.
  (b) To Customer: notices to Customer will be sent to Customer’s address as indicated in Customer’s billing records for the Product, or to an address the Customer otherwise designates in writing. All notices will be deemed given when received by the party to which notice is given.
2. Governing Law and Venue. This Agreement is governed by the laws of the Province of British Columbia, excluding any laws that direct the application of another jurisdiction’s laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby submit to the jurisdiction of the provincial and federal courts located in British Columbia.
3. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure, or another cause beyond its reasonable control.
4. Entire Agreement. This Agreement and the documents referenced in this Agreement comprise the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and representations, whether oral or written.
5. Amendment. Provider may change this Agreement, and any applicable fees or charges, upon notice to Customer as provided in this Agreement; provided, however, that changes to the SLA will comply with its terms. If Customer does not agree to the change, Customer must notify Provider in writing within 15 days after receiving notice of the change. If Customer notifies Provider as required, then Customer will remain governed by the terms in place immediately before the change until the end of the then-current Subscription Period, at which time this Agreement will terminate as provided in the notice.
6. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
7. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may bind the other in any way.
9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
10. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
11. Surviving Provisions. The following provisions will survive expiration or termination of this Agreement:
  (a) any obligation of Customer to pay fees incurred before termination;
  (b) Sections 2 (Restrictions & Obligations), 3 (Privacy & Security), 4 (Payment & Taxes), 5 (Term & Termination), 6 (Representations & Warranties), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Insurance), and 12 (Miscellaneous); and
  (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

Terms and Conditions

Service

Restrictions & Obligations

Privacy & Security

Payment & Taxes

Term & Termination

Representations & Warranties

Disclaimer of Warranties

Limitation of Liability

Indemnification

Insurance

Disclaimer

Miscellaneous