Terms Of Service
These Terms of Service (the “Agreement”) is a legal agreement between you and Pave Metrics Inc. (“Pave”) respecting your use of Pave services as described herein and on Pave’s website. BY INDICATING YOUR ACCEPTANCE BY SIGNING UP FOR THE SERVICES, PAYING FOR THE SERVICES OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at [email protected]
1.1. “Customer” shall mean the entity agreeing to this Agreement, on its own behalf and/or on behalf of any organization which it may represent.
1.2. “Deliverables” means the report to be delivered to Customer by Pave under this Agreement in the course of, or as a result of, performing the Services.
1.3. “Services” has the meaning set forth in Section 2 below.
2. The Services
2.1. Pave will provide Customer with a report respecting Customer’s website, based on data obtained through Google Analytics, including an analysis of such data with regard to Customer’s desired objective, as specified by Customer to Pave, and where such report requires adjustment to Customer’s Google Analytics implementation, Pave will reasonably assist Customer in making such adjustments (collectively, the “Services”).
2.2. In order to use the Services, Customer must:
(a) be validly signed up with the Google Analytics and provide Pave with access to up-to-date, complete and accurate analytics data obtained through Google Analytics;
(b) provide up-to-date, complete and accurate registration information as required by Pave to perform the Services, which may include Customer’s name, mailing address, phone number and email address;
(c) where paying by credit card, provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to Customer or Customer’s authorized representative; and
(d) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
Customer specifically agrees that Pave may rely on the accuracy of the information provided by Customer to Pave, and that Pave will have no liability whatsoever, whether to Customer or to any third party, for any claims or damages resulting from inaccurate information provided to Pave.
2.3. The schedule for the Services shall be as mutually agreed between Customer and Pave. Delays not caused by Pave may result in additional costs or rescheduling of Deliverable dates and timelines, as mutually agreed upon by the parties acting in good faith. Additionally, any alterations in timelines and delivery dates arising from such delays are dependent upon the availability of Pave resources, both human and equipment, and is also is dependent on Customer’s availability to provide input and to perform Customer’s responsibilities, and Customer acknowledges that the altered timelines and delivery dates may therefore not proportionally correspond with the length of the original delay. Pave shall not be liable in any way for any delay or damage arising from Pave’s failure to meet Customer’s requirements or any deadlines.
2.4. Changes to the Services must be agreed to by Pave and Customer, and will not be considered effective unless and until both parties agree as to the impact of the requested change on the cost, timing or any other aspect of the Services or this Agreement.
2.5. Use of the Services may contain references to third parties, links to third party websites or documents, and may incorporate information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, documents, information, opinions, advice or statements (including from Customer’s customers) are not under the control of Pave, and Pave is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content. Pave does not assess Google Analytics data for their quality or otherwise. Under no circumstance will Pave be liable for any loss or damage caused by Customer’s reliance on information obtained through the Services. Without limiting the foregoing, Pave does not assess Customer data for quality or otherwise; metrics, analyses and reports generated by Pave are based solely on algorithms that are designed to detect whether certain patterns are present within the data, not as the result of any specific examination of the data by Pave or its employees, or any judgment exercised by Pave or its employees respecting such specific data. It is Customer’s responsibility to evaluate the accuracy, completeness or usefulness of any content and data available through the Services, including metrics and analytic results.
2.6. Customer acknowledges and agrees that an integral part of the Services entails the collection of information and data from its customers, and the processing of such information and data by Pave. Such information and data may include personal information of such customers. Nothing herein transfers any ownership of such information and data to Pave; however, Customer grants Pave a license to use such information and data solely to provide Customer with the Services. Customer is solely responsible for obtaining all relevant permissions for Pave to collect such information and data from its customers or other applicable third parties, including Google. Pave will have no liability whatsoever respecting any claim by Customer, its customers, or any third party whose information and data are collected in Customer’s use of the Services, whether related to privacy or otherwise, in relation to Pave’s use of such information to provide the Services, and Customer agrees to indemnify, defend and hold Pave harmless against any such claims.
2.7. Customer is solely responsible for establishing and maintaining its record keeping, management, decision-making and other management functions. Pave’s work performed under this Agreement does not guarantee that errors or irregularities will not occur or that errors or irregularities will be detected should they occur. Customer shall be fully and solely responsible for applying independent business judgment with respect to the Services and the Deliverables provided by Pave, to make implementation decisions, if any, and to determine further courses of action with respect to any matters addressed in any advice, recommendations, services, reports or other Deliverables provided by Pave to Customer.
2.8. Customer specifically acknowledges that the Services are not intended for use in any inherently dangerous, time-sensitive or mission critical applications. Customer agrees that Pave shall not be liable for any claims or damages arising from such use if Customer use the Services for such applications. Customer agrees to hold Pave harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Services for such applications.
2.9. Pave may perform similar services or comparable services and functions for third parties, and may use ideas, expressions, skill and experience acquired by it before and while rendering services to Customer to perform such other third party engagements, provided that Pave abides by the confidentiality provisions herein.
2.10. Customer acknowledges that Pave and others involved in the provision or reception of the Services may correspond or convey documentation via Internet e-mail and that no party has control over the performance, reliability, availability, or security of Internet e-mail. As a result, neither party shall be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail due to any reason beyond that party’s reasonable control.
3.1. Ownership of the Deliverables and the intellectual property rights thereto shall be transferred to Customer upon delivery to Customer by Pave; provided however that nothing herein shall transfer any intellectual property rights in the report format, or in the Services themselves from Pave to Customer.
3.2. Acceptance of the Deliverables shall occur upon delivery to Customer of the final Deliverables.
3.3. Pave reserves the right to make changes in the design of its standard services without the obligation to make equivalent changes to Deliverables or other services that have previously been supplied to Customer.
3.4. Deliverables are intended for the use and benefit of the Customer only and not for any other party (each a “Third Party”), including Customer’s affiliates, shareholders, business partners or advisors. Pave accepts no liability or responsibility to any Third Party who benefits from or uses Services hereunder or gains access to the Deliverables. Because Pave accepts no liability to any Third Party with respect to the Services or Deliverables rendered hereunder, Customer agrees to indemnify, defend and hold Pave harmless against any and all Third Party losses, claims, damages or liabilities (including the costs, expenses and reasonable attorney’s fees) to which Pave may become subject arising in any manner out of or in connection with the Services or Deliverables rendered by Pave hereunder, except to the extent that it is finally judicially determined that the losses, claims, damages or liabilities were the direct result of Pave’s gross negligence or willful misconduct in the rendering of Services hereunder.
4. Fees for Services and Taxes
4.1. Customer agree to pay all applicable fees in connection with the Services, as set forth in Pave’s invoice to Customer, as set forth on Pave’s website or as otherwise provided to Customer.
4.2. Fees are quoted and payable in Canadian dollars, and are based on Services purchased and not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable.
4.3. Where Customer pays fees by means of a credit card, Customer authorizes Pave to automatically charge Customer for any and all fees incurred by Customer for Services. If Customer’s credit card is rejected for any reason, Customer will be responsible for any fees and charges associated with such rejection. The foregoing shall not limit Pave’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and Customer shall also be responsible for paying for all reasonable fees and costs incurred by Pave, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
4.4. In addition to any other rights and remedies available to Pave, Pave shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.
4.5. Customer is responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of Pave. Unless otherwise indicated, all amounts payable by Customer under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Services, the execution of this Agreement or otherwise. If Customer is required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to Pave shall equal the amount invoiced or otherwise due. Customer shall promptly furnish Pave with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.
5. Privacy and Confidentiality
5.2. Additionally, by submitting personal information to Pave pursuant to this Agreement, including without limitation Customer’s name, address, e-mail address and credit card or other financial information, Customer consents to the collection, processing, transmission and disclosure of such information by Pave for the purposes of Pave’s provision of the Services and Pave’s internal use, and specifically the purposes for which such information has been requested, such as billing requirements. Customer specifically agrees that Pave may disclose Customer’s name, address, e-mail address and/or account information to third party service providers to the limited extent necessary to provide Customer with the Services, and also provides its express consent to communications from Pave (including e-mail communications, both marketing and informational) respecting Pave’s products and services, including the Services.
5.3. Customer acknowledges that, due to the nature of the Services, information or data processed by the Services may be hosted on servers residing in jurisdictions other than Canada, over which Pave has no direct control. By using the Services, Customer acknowledges that its information and data may become, during the period that they are hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers. Customer acknowledges that Pave has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. Customer therefore hereby releases Pave from all liability for any governmental or third party action taken in such jurisdictions with respect to such data (including Customer’s information, data, and any results, such as metrics and analytic reports, based on such data) and/or the servers on which such data resides, and Customer acknowledges that it retains sole responsibility to back up and retain copies of such information, data and reports.
6. Intellectual Property Rights
6.1. Except as expressly set forth in this Agreement, Customer does not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Services, or any part thereof. Customer’s only rights to the Services and any part thereof shall be those rights expressly licensed or granted to Customer under this Agreement. Any rights not expressly granted under this Agreement are reserved.
7.1. Each party warrants that:
(a) it has the full power to enter into this Agreement and to perform its obligations hereunder;
(b) it shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over this Agreement or any part thereof;
(c) if access to the other party’s facilities and computer systems is provided to it, it shall take all necessary precautions to protect the integrity of such party’s facilities and computer systems, including without limitation, complying with any policies applicable thereto provided to it;
(d) its performance of its obligations under this Agreement shall not breach any other agreement entered into by it; and
(e) it shall perform all of its obligations hereunder in a professional and competent manner, and in good faith.
7.2. Except as otherwise expressly stated herein, the Services and Deliverables are provided “AS IS”, without any warranty whatsoever, express or implied, and Pave shall have no obligation or liability to Customer or any other party whatsoever in respect of the Services (including support services) or Deliverables, or Customer’s use thereof, including without limitation any indemnity or support obligations. Except to the extent expressly otherwise agreed upon in a written agreement between the parties, Pave specifically does not warrant that the operation of the Services or Deliverables, or any of its products or services, will be uninterrupted or error-free.
7.3. To the extent permitted by law, any implied warranties or conditions relating to the Services and Deliverables to the extent that they cannot be excluded as set out herein are limited to ninety (90) days from the acceptance date, as set forth in Section 3.2.
7.4. THE WARRANTY SET FORTH IN THIS SECTION 7 IS THE EXCLUSIVE WARRANTY MADE BY PAVE RESPECTING THE SUBJECT MATTER HEREIN. PAVE DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO THE PAVE SERVICES AND DELIVERABLES PROVIDED HEREUNDER. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions; the limitations, exclusions, and disclaimers set forth in this Agreement shall not apply only if and to the extent that the laws of a competent jurisdiction requires liabilities beyond and despite these limitations, exclusions, and disclaimers.
8. Limitation of Liability
8.1. The only type of damages that can be recovered against Pave arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be Customer’s direct damages, if any, arising from Pave’s gross negligence, wilful misconduct or breach of this Agreement. In no event shall the aggregate liability of Pave exceed the amount paid by Customer for the portion of the Services that gave rise to the claim. PAVE SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY PARTY CLAIMING BY OR THROUGH CUSTOMER FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES OR FOR THE SUITABILITY OF THE DELIVERABLES.
8.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAVE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES OR DELIVERABLES, EVEN IF PAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
9.1. Unless otherwise terminated in accordance with this Agreement, this Agreement will expire upon the completion of the Services.
9.2. Each party may terminate this Agreement immediately upon notice to the other party if: (a) the other party materially breaches, fails to comply with, or otherwise contravenes a term or condition of this Agreement, or (b) the other party becomes involved in any legal proceeding concerning its solvency, commence liquidation proceedings, have a receiver or administrator appointed of any of the other party’s assets, ceases or threatens to cease operations, or otherwise has a serious and reasonable doubt arise respecting its solvency. Additionally, Pave may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if Pave is prevented from providing any portion or all of any Services due to the acts or omissions of Customer or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require Pave to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
9.3. Upon termination of this Agreement for Customer’s breach or insolvency: (a) all of Pave’s performance obligations hereunder shall immediately cease, and (b) any payments then due to Pave become immediately payable in full.
9.4. The above-described actions are not Pave’s exclusive remedies and Pave may take any other legal, equitable or technical action it deems appropriate in the circumstances. Pave will not have any liability to Customer or any third party in relation to the termination of this Agreement for any reason whatsoever.
9.5. Termination of this Agreement for any reason shall not affect Customer’s payment obligation for any fees accruing hereunder or payments owing prior to the date of termination. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
10.1. Force majeure: Neither party shall be deemed to be in default of this Agreement for failure to fulfill its obligations due to causes beyond its reasonable control. This provision shall not be construed as excusing any payment obligations of either party hereunder.
10.2. Independent Contractors: Each Party shall perform its obligations hereunder as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties. Except as expressly authorized by Pave in writing, Content Provider shall neither act nor purport to be acting as the legal agent of Pave, nor enter into any agreement on behalf of Pave or otherwise bind or purport to bind Pave in any manner whatsoever.
10.3. Notices: Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to Customer or Pave at their respective addresses as advised in writing.
10.4. No Waiver: No waiver by either Party of a breach or omission by the other party under this Agreement shall be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
10.5. Severability: If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.
10.6. Governing Law: This Agreement shall be governed by and construed under the laws of the Province of Ontario. Each Party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the Province of Ontario. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles shall not apply.
10.7. Entire Agreement/Modification: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.
10.8. Electronic Agreement. Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
10.9. English language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
11.1. Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Pave or its business, should be directed to Pave at:
151 Charles Street West, Suite 100