Tech Platforms Terms of Service

Last Updated: May 2008

Technology Platforms provides Service to many Customers across Canada. We have a responsibility to protect these Customers and to provide the best service available. The following guidelines were designed to insure that all Customers receive quality service.

Tech Support

Technology Platforms provides tech support through various means such as: phone support, email support (ie. inquiries), remote support (ie. we connect to your computer, take control of your computer) and/or but not limited to onsite support. We charge for all support unless otherwise stated. We charge for our remote services in increments of 15 minutes. Onsite support is a minimum 1 hour fee, and we charge for travel one way at our regular support rate. It is not the responsibility of Technology Platforms to determine if the person calling in is authorized to make the call, it is the responsibility of the Customer to inform it’s employees and it’s representatives of it’s policies with regards to calling in for tech support. All calls will be considered valid and billable.

Order Acceptance

When Technology Platforms receives an inquiry for, but not limited to, Hardware, Software, Hosting, Site Review and/or General Consulting, Technology Platforms will prepare a Quote or Estimate and send to the Customer. If the Customer wants to proceed with the Quote or Estimate, Customer will sign and submit the “Agreement to Proceed” document found on the last page of the Quote or Estimate. In emergency situations where a fax machine or scanner is not readily available to Customer, an emailed version of the “Agreement to Proceed” may be accepted, but the signed document must be mailed within 24 hours. The emailed version of the document is as binding as the signed version. When the “Agreement to Proceed” is received by Technology Platforms, it creates a contract between the Customer and Technology Platforms consisting of the Quote / Estimate / Invoice, the applicable Service Description and the Terms spelled out in the “Agreement to Proceed” which include these Terms of Service. Technology Platforms will provide, and Customer will purchase and pay for, the Services and/or product specified in the Quote / Estimate / Invoice based on the payment plan in the “Agreement to Proceed” and these Terms of Services.

Hosting Terms and Termination

Hosting Services require a one-year commitment, after which the contract will be on a month-to-month basis.

The Initial payment for Hosting accounts will be prorated to the first day of the following month. The billing period is from the 1st of the month to the end of the month.

The Hosting services will automatically renew unless terminated in accordance with these Terms, or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current term. Written notice may be provided via email to sales[at]techplatforms.com.

Technology Platforms may terminate this Agreement: (i) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable; or (ii) immediately by giving written notice to Customer, if Technology Platforms determines in good faith that Customer’s use of the Customer Web site or the Customer Content violates the Acceptable Use Policy.

Upon termination of this Agreement the customer shall remain liable for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Technology Platforms may be entitled.

Payment

Technology Platforms currently accepts VISA, cheque, money orders or wire transfers on a case by case basis.

Hosting Setup fees, Domain costs (if applicable) and Hosting Initial Term’s Service Fees are due on the Effective Date.

For Hosting Service Fees, the payment due date will be the 1st of the month of the Term being billed for.

Where hardware or software is being purchased from Technology Platforms, payment is due upfront before the order will be placed. 50% of any labour costs are also required upfront. The balance of money owing is due as work is completed, whether or not final testing has been completed by the Customer. If there is post-implementation work to be done once Customer has completed testing, that does not permit the Customer to withhold any payments.

Unless otherwise specified, all other Invoices will be due upon receipt. All invoices are emailed to the initial contact person on file. If this is not the person who should be receiving the invoices, please send an email to: accounting@techplatforms.com. You will only receive an electronic invoice unless other arrangements have been made.

Accounts which are 30 days overdue may be subject to interest charges of 24% per annum (2% per month). Accounts which are 90 past due may be submitted to a Collection Agency.

Technology Platforms reserves the right to change its policies or prices at any time. Hosting prices are good only for the period of pre-payment. Customers will be notified by email of changes to prices or billing policy prior to renewal of service agreement.

Technology Platforms reserves the right, in its sole discretion, to deactivate the Customer’s host account(s) upon an indication of credit problems including but not limited to frequent delinquent payments.

If Technology Platforms collects any payment due through an Attorney at Law or under advice therefrom, or through a Collection Agency, the Customer will pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.

If any cheque is returned for insufficient funds, a $25 NSF charge will be issued to the Customer.

Accounting issues should be addressed to accounting[at]techplatforms.com.

Refund Policy

For our Hosted clients, Technology Platforms agrees to refund up to the first 30 days Hosting Service Fees on a pro-rated basis, less setup fees and any Domain Registration or renewal costs if Customer wishes to discontinue service during the first 30 days of this agreement. Refunds will be processed within 30 days of cancellation. After the first 30 days of the Initial Term, no refunds will be issued. Refunds WILL NOT be given for any Hosting Add-on Services such as, but no limited to, Domain Registration and SSL Secure Certificates.

Refunds for other services provided by Technology Platforms may be considered on a case by case basis.

General

Technology Platforms Services are provided on an “as is, as available” basis. Technology Platforms gives no warranty, expressed or implied, for the Services provided, including, without limitation, warranty of merchantability and warranty of fitness for a particular purpose. This “no warranty” expressly includes any reimbursement for losses of income due to disruption of service by Technology Platforms unless otherwise specified. We do not guarantee that we will have a solution for every problem.

Technology Platforms is not responsible for any damages arising from Customer’s use of Technology Platforms’ services or by Customer’s inability to use the hosting services (if applicable) for any reason.

For our Hosted clients, due to the public nature of the Internet, all information on the Customer Website should be considered publicly accessible, and important or private information should be treated carefully. Technology Platforms is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network Technology Platforms or its customers may utilize. All Terms of Service shall apply to those sub-hosted accounts which may be controlled by Customer.

Technology Platforms reserves the right to change its policies at any time for any reason in the interest of providing all customers the best performance possible.

Technology Platforms and Customer agree to use their best efforts and cooperation in the performance of this agreement.

Technology Platforms reserves the right to record in full any written or oral conversation with the client for training, security and administrative purposes.

Terms for Hosting begin and expire at midnight Eastern Time.

Hosting Customers Acceptable Use Policy

Hosting customers will abide by, and utilize the Services and the Customer Web site only in accordance with the Acceptable Use Policy (the “Acceptable Use Policy” or “AUP”) that Technology Platforms posts on its Web site, as such Acceptable Use Policy may be changed by Technology Platforms from time to time. The Acceptable Use Policy is hereby incorporated herein and made a part hereof by this reference. Customer shall impose the Acceptable Use Policy on its Customers and End Users to the extent necessary to ensure their compliance. Customer shall familiarize itself with the Acceptable Use Policy and periodically access Technology Platforms’ Web site to determine if Technology Platforms has made any changes thereto.

Hosting Customer’s Responsibilities

Hosting customers will use the host services in a manner consistent with any and all applicable laws of the Province of Ontario and Canada.

Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.

Customer will notify Technology Platforms of any change in Customer’s mailing address, telephone, e-mail or other contact information by contacting: accounting[at]techplatforms.com.

Customer will provide Technology Platforms with a registered Domain Name for the Customer Web site, or, upon Customer’s request and subject to the terms and conditions set forth below, Technology Platforms will register an Internet Domain Name on behalf of Customer. Technology Platforms’ registration of any Domain Name is subject to (i) Technology Platforms receiving from Customer all information needed from Customer in order to complete such registration, and (ii) such Domain Name not being in violation of any applicable law, rule or regulation or the policies of the applicable registration service. Registration of a Domain Name is subject to availability of such Domain Name for registration, and Technology Platforms will not be responsible if a Domain Name is not available for any reason. Technology Platforms will also not be responsible for any infringement of third-party rights caused by its registration of a Domain Name for Customer. Customer waives any claims it may have against Technology Platforms for, and hereby releases Technology Platforms of and from, any loss, damage, liability or expense arising out of, or relating to, the registration of such Domain Name in any online or offline network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Technology Platforms for any reason. Customer will reimburse Technology Platforms for all costs and expenses incurred by Technology Platforms in registering or maintaining a Domain Name for Customer, including, without limitation, all fees charged by the applicable Registrar. Customer acknowledges that its rights to any Domain Name registered by Technology Platforms are not being granted by Technology Platforms but are subject to the Rules and Regulations of the applicable Registrar and applicable law. Customer agrees to be bound by the terms and policies of the applicable Registrar and the policies of the national DNS registration authorities to which Customer becomes subject upon registration of the Domain Name. Customer’s inability to use a Domain Name shall not entitle Customer to a refund by Technology Platforms of any fees paid with respect to the registration of such unusable Domain Name. The Domain Name for the Customer Web site shall be the property of the Customer.

Approximately one month before renewal of the Domain Name (they usually renew annually), Technology Platforms will email the contact person on file that the Domain Name is up for renewal. Technology Platforms will automatically renew the Domain Name unless otherwise advised. Client is responsible for this fee if they fail to notify Technology Platforms otherwise.

Because the Hosting Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by Technology Platforms to provide the Hosting Services, as the same may be changed by Technology Platforms from time to time. Specifications for the hardware and software used by Technology Platforms to provide the Hosting Services will be available on request. Technology Platforms shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by Technology Platforms to provide the Hosting Services.

In connection with any Hosting Services, Customer will not use storage space in excess of the storage limits established for the Services in the Service Descriptions, plus any storage space purchased by Customer. If Customer uses storage space in excess of such amounts, Technology Platforms may, without limiting its other rights or remedies, assess Customer with additional fees.

In connection with any Hosting Services, if Customer’s actual bandwidth usage or disc space usage in any month exceeds the limit in the Service Description, if specified, Customer will pay Technology Platforms such additional fees as may be specified in the Service Description. Overage fees are billed as Net 7 days.

Entire Agreement; Amendments

This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any Estimate, Quote, Invoice, Purchase Order, Service Order, Work Order, Confirmation, correspondence or other communication of Customer or Technology Platforms, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Customer and Technology Platforms. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by Technology Platforms in its sole discretion, which modifications will be effective upon posting to Technology Platforms’ Web site.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Assignment; Successors

Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Technology Platforms. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Technology Platforms may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Limitation of Actions

No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than one year after the cause of action has arisen.

Limitation on Liability

Technology Platforms, its licensors, service providers, employees, agents, contractors, Officers and Directors, will not be liable for any direct, indirect, incidental, consequential, or special damages of any kind, including, but without limitation, Loss of Revenue or Income, Pain and Suffering, Emotional Distress or similar damages, even if such parties have been advised of the possibility of such damages. In no event will the collective liability of Technology Platforms and its licensors, service providers, employees, agents, contractors, Officers and Directors to you or any other person (regardless of the form of action, whether in Contract, Tort or under any other legal theory, including, but without limitation, negligence or strict liability) exceed the amount, if any, Customer has paid to Technology Platforms as provided in these Terms of Service for the applicable content or service out of which liability arose.

Indemnity

You will indemnify and hold Technology Platforms, its licensors, service providers, employees, agents, contractors, Officers and Directors (the “Indemnified Parties”) harmless from Your breach of any of these Terms of Service or any other terms, conditions, policies or procedures contained on the Web site, including, but without limitation, any use of Content other than as expressly authorized in these Terms of Service. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information accessed from the Web site.

Trademarks

Technology Platforms is a Registered Trademark, and the Technology Platforms logo and other Technology Platforms marks appearing on the Web site are either registered or unregistered Trademarks of Technology Platforms. Other trademarks, service marks and logos appearing in this Web site are the property of either Technology Platforms or other third parties. Technology Platforms and such third parties retain all rights with respect to any of their respective trademarks, service marks or logos.

Headings

The headings of sections of these Terms and Conditions are for ease of reference only and shall not be admissible in any action to alter, modify or interpret the contents of any section hereof.

Governing Law and Jurisdiction

The validity and effect of these Terms of Service shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario, without regard to its conflicts of laws principles. Any Suit, Action or Proceeding concerning any services provided by Technology Platforms, including Hosting Services, the web site, its use, these Terms of Service, or concerning any other policy or procedure of Technology Platforms regarding use of Hosting Services or the web site, must be brought in a Provincial Court located in Kitchener, Ontario, and You hereby Irrevocably Consent to the jurisdiction of such courts (and of the appropriate Appellate Courts therefrom). In any such Suit, Action or Proceeding You irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of the venue of any such Suit, Action or Proceeding in any such Court or that any such Suit, Action or Proceeding which is brought in any such Court has been brought in an inconvenient forum.

Waiver

No failure or delay on the part of Technology Platforms to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by Technology Platforms preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by Technology Platforms to any breach of or default in any of these Terms and Conditions shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

Definitions

For purposes of this Agreement, the following terms have the meanings specified below:

“Agreement” means each contract created between Technology Platforms and Customer for the provision of Services consisting of an Estimate or Quote or Invoice, an “Agreement to Proceed” signed or emailed in by the authorizing party, the applicable Service Description itemized in the Invoice and these Terms of Service.

“Customer Content” means all data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information incorporated in, transmitted through or published or displayed on the Customer Web site.

“Customer Web site” means Customer’s site on the World Wide Web portion of the Internet that Technology Platforms hosts under this Agreement.

“End User” means any Person who accesses or uses the Customer Web site via the Internet.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof.

“Proprietary Information” means all technical, business and other information of a party (i) that is not generally known to the public, (ii) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and (iii) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof.

“Order” means the authorized Quote / Estimate. It becomes an Order when Technology Platforms receives the “Agreement to Proceed” from the authorizing party, whether such Order is submitted via fax, email or direct mail.

“Prepaid Plan” means Service provided by Technology Platforms to Customer where the Order provides that the Customer must pay for the Service in advance for the Initial Term. “Non-Prepaid Plan” means any Service provided by Technology Platforms to Customer that is not a Prepaid Plan.

“Terms and Conditions” means these Terms of Service, as the same may be modified, altered or amended from time to time by Technology Platforms.

“Service” means either Service or Optional Service. “Service” means the Service provided by Technology Platforms in response to an Order whereby Technology Platforms provides the Customer with specified connectivity, storage space and bandwidth for the hosting of a Customer Web site as more particularly described in the applicable Service Description.

“Optional Service” means any additional Service (other than Service) Technology Platforms may provide such as remote support, onsite support, consulting, etc.

“Service Description” means the applicable web pages and/or documents made available by Technology Platforms to Customer to describe the applicable Services at the time the Order is accepted by Technology Platforms.

“Term” means the duration of any Agreement between Technology Platforms and Customer. With respect to Services, the “Initial Term” is the initial term specified in the Order and the “Renewal Term” is the period of time beginning on the expiration of the Initial Term and ending on the termination of expiration of the Order in accordance with its terms. With respect to Optional Services, the “Term” begins when Technology Platforms accepts the Order and ends on the first to occur of (i) Technology Platforms’ completion of performance, or (ii) the earlier termination of the Order in any manner permitted by these Terms of Service.