Civica Infrastructure Inc. – General Terms and Conditions for Software License
1 Introductions and Definitions
1.1 These General Terms and Conditions (the “Terms and Conditions”) including appendices, apply between Civica Infrastructure (“Civica”) and the Customer, with regard to the Civica software (“Software”) referred to in the Order Form as defined below. The Customer confirms that it understands and agrees to be bound by these Terms and Conditions with respect to all use and handling of the Software.
1.2 In these Terms and Conditions “Order Form” shall mean any ordering document, accepted by Civica, including any appendices used by the Customer to order a Software or services from Civica.
1.3 The Order Form contains a description of the “Software” ordered, which is a computer program in machine-readable form including specifications, documentation and material provided by Civica. The Software includes each Software Program and any updated, improved or otherwise modified version(s) thereof furnished by Civica pursuant to a product quotation or an order from Customer for Customer’s sole and exclusive use. The Order Form also specifies the license fee for the Software.
2 Grant of License
The Customer obtains a non-exclusive right to use the Software (“License”).
3 License Fee
The License is conditioned upon the Customer having paid the license fee stated in the Order Form or otherwise agreed in writing between Civica and the Customer. The license fee is exclusive of any taxes or public duties and fees. All such taxes, duties and fees shall be paid by the Customer.
4 Scope of the License
4.1 The Customer may use, access, display, run or otherwise interact with the Software, or any prior version for the same operating system, on a single computer, workstation, terminal, “smart phone”, or other applicable digital electronic device (“computer”). The Customer may use only the licensed copy of the Software for processing of data.
4.2 The Customer may store or install a copy of the Software on a storage device, such as a network server, used solely to run the Software on the Customer’s other computers over an internal network; however the Customer must acquire and dedicate a license for each separate computer that may access the Software from the storage device. A single-user license for the Software may not be shared or used concurrently on different computers.
4.3 The Customer shall introduce routines and control functions in order to ensure that the number of computers that may access the Software do not exceed the number of Licenses granted.
4.4 Copies of the Software may be made for safety or archival purposes only, and for no other purpose whatsoever. These Terms and Conditions shall apply also to such copies.
4.5 Without Civica’s prior written consent, the Customer is not entitled to use, copy or in any other way transfer or use the Software in any manner except as stated in the Order Form or these Terms and Conditions. Consequently, the Customer is not entitled to decompile or disassemble the Software or information or material connected to the Software, except to the extent expressly permitted by mandatory law.
4.6 Marking and/or information regarding patent, copyright or copyright notices in software or computer media through which the Software is accessible to the Customer may not be removed, changed or modified in any way. The same applies to corresponding marking of all documentation provided by Civica.
4.7 Customer is not entitled to grant any sub licenses, lease, lend or in any way let anyone else,whether directly or indirectly or against compensation or free of charge, use or in any way dispose of the Software; provided, however, that nothing herein shall prevent Customer from using the Product in its ordinary course of its business.
5 Civica’s right to the Software License
5.1 Civica owns the Software, including the copyright and/or as applicable, patent rights to the Software.
5.2 The License does not include any transfer to the Customer of Civica’s ownership of the Software (including the computer media through which the Software is made available), such as copyrights, or as applicable, patents rights.
The Software shall be delivered in accordance with what is stated in the Order Form. Civica is not responsible for the installation of the Software, unless otherwise agreed between the parties in writing. If Civica agrees to assist with installation of the Software, Customer shall pay for this in accordance with Civica’s price list for such services in force at the time of the installation.
7.1 Examination of the Software and claims
At delivery, the Customer shall examine the functionality and quality of the Software. If the Customer concludes that the Software deviates from the agreed specifications or requirements for the Software (hereinafter referred to as “Defects”), the Customer shall notify Civica in writing within thirty (30) days of delivery, with all available details regarding the alleged Defect. Failing this, the Customer loses the right to claim any support or remedy with respect to any Defects which could have been discovered within such 30-day period. The Customer’s right to claim any support or remedy in accordance with Section 7.2 – 7.4 hereof is further conditioned on full compliance with each and all of the following provisions:
(i) the Customer shall have utilized the Software in the work environment prescribed by Civica and according to manuals and all other instructions and directions of Civica,
(ii) the Customer shall have utilized the Software with machine equipment and operative systems stated in the Order Form or in the product specifications provided by Customer and accepted by Civica,
(iii) it can be shown that the Defect has occurred in an unaltered most current version of the Software,
(iv) the Customer at its own costs shall have provided Civica with all necessary information and/or material, in order for Civica to verify the alleged Defect, and
(v) the Defect shall have occurred within one hundred eighty (180) days from delivery of the Software.
Civica will, subject to Section 7.1 hereof, free of charge provide the Customer with appropriate support in case of Defects of the Software. The support will be provided within reasonable time from the date Customer has notified Civica in writing of the Defect. At the request of the Customer, Civica may, at its sole discretion, provide support not related to any Defects. The Customer shall pay Civica for such support in accordance with Civica’s price list in effect from time to time.
7.3 Remedy in case of Defects
In case of a Defect, Civica will, subject to Section 7.1 hereof, free of charge either, at the option of Civica, (i) remedy the Defect, (ii) replace the Software, or (iii) refund the license fee.
7.4 Limited warranty and limitation of liability
Civica represents and warrants that the Software will be free from defects in material and workmanship for a period of one-hundred-eighty (180) days after delivery.
EXCEPT FOR THIS WARRANTY, CIVICA MAKES NO, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE OR ANY OTHER MATTER. NO EMPLOYEE, REPRESENTATIVE OR AGENT OF CIVICA HAS ANY AUTHORITY TO BIND CIVICA TO ANY AFFIRMATION,REPRESENTATION OR WARRANTY EXCEPT AS STATED IN THIS SECTION 7.4.
Civica’s sole obligation in case of a breach of warranty under this Section 7.4 hereof shall be to either, as set forth in Sections 7.2 and 7.3 hereof.
UNDER NO CIRCUMSTANCES SHALL CIVICA HAVE ANY LIABILITY TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOST GOODWILL, LOSS OF INVESTMENT OR OTHER LOSSES.
Civica shall not be liable at all for the functionality or quality of plug-ins or other auxiliary programs designed to work together with the Software, or for the interoperability of such programs together with the Software.
8 Term and Termination
8.1 Period of validity of the License.
Unless otherwise agreed in writing between the parties, after the license fee has been paid the License remains in force, subject to Section 8.2 hereof, until terminated in writing by the Customer with three (3) months notice of termination.
8.2 Civica’s right of termination.
Civica shall have the right to terminate the License with immediate effect (and claim damages as set forth in Section 11 hereof) if the Customer should breach any of its material obligations under these Terms and Conditions.
8.3 The Customer shall not be entitled to any refund of the license fee irrespective of the reason for termination of the License.
9 Return of the Software
In case of termination of the License, irrespective of the reason for such termination, the Customer shall immediately return to Civica the Software and any hardware (dongle) that may or may not have been supplied, and all copies, parts and documents related thereto (with exception for archived copies archived by the Customer in accordance with any applicable law). In connection therewith, the Customer shall confirm in writing that it has fully complied with this obligation.
The Software contains business and professional know-how and other confidential information belonging to Civica that have been disclosed and made accessible to third parties only through the License. The Customer is obliged not to make the Software available to third parties without Civica’s written permission, and to take all appropriate measures to prevent disclosure to third parties of such know-how and confidential information. The Customer shall ensure that its employees, agents and other representatives are informed of and complies with this confidentiality obligation as well as the obligations regarding the rules for the use of the Software as set forth in Section 4. During the term of the License, the Customer shall use, store and maintain the Software in a manner that will prevent any dissemination of know-how and confidential information. The confidentiality obligation will remain in force after the expiry of the License and these Terms and Conditions.
If the Customers shall breach any of the material provisions of these Terms and Conditions, the Customer shall fully compensate Civica for any loss incurred by Civica as a result thereof.
12 Force Majeure
12.1 Civica shall not be liable to the Customer for any delay or non-performance of its obligations here under in the event and to the extent that such delay or non-performance is due to an event of force majeure.
12.2 Events of force majeure are events beyond the control of Civica which occur after the date that these Terms and Conditions has entered into force and which were not reasonably foreseeable at that time and whose effects are not capable of being overcome without reasonable expense and/or loss of time. Events of force majeure shall include (without being limited to) war, civil unrest, blockades, boycotts, strikes, lock-outs and other general labor disputes, acts of government or public authorities, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions and general shortages of energy, failures in external network, software defects or inefficiencies (other than with respect to the Software), or other defects in computer equipment. Strikes, lock-outs, boycotts or blockades are events of force majeure even if Civica has taken the action itself or is the subject of the action.
13.1 These Terms and Conditions shall be governed by and construed according to Canadian law.
13.2 Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof, shall be settled by arbitration. The place of arbitration shall be in Toronto, Canada. The language to be used in the arbitral proceedings shall be English.
Civica Infrastructure Inc. – Security Statement
Civica Infrastructure (Civica) is dedicated to protecting all customer data using industry best standards.
Many of our biggest customers demand the highest levels of data security, and have tested our services to verify that it meets their standards. Our most important concern is the protection and reliability of customer data.
Our servers are protected by high-end firewall systems, and scans are performed regularly to ensure that any vulnerabilities are quickly found and patched. All services have quick fail-over points and redundant hardware, with complete backups performed nightly.
Most important is our confidential system component design. Access to our systems is restricted to specific individuals, whose access is monitored and audited for compliance. Civica uses Transport Layer Security (TLS) encryption (also known as HTTPS) for all transmitted data. We can also protect surveys with passwords and HTTP referrer checking. Our services are hosted by trusted data centers that are independently audited using the industry standard SSAE-16 method.
Since our subscribers control their users and their data, it is important for the users to practice sound security practices by using strong account passwords and restricting access to their accounts to authorized persons. Civica safeguards all customer data, and uses secure data centers to ensure the highest protection requirements.
Civica Infrastructure Inc. – Privacy Statement
Last Updated August,2017
At Civica Infrastructure, we pride ourselves on our commitment to protecting your privacy. Our Data Stewardship Principles reflect our company’s values and how we strive to maintain your privacy. This Privacy Statement describes in greater detail the privacy practices for collecting and maintaining certain information collected about you.
1. WHEN THIS PRIVACY STATEMENT APPLIES: If a Service you’re using links to this Privacy Statement, this Statement applies to you. This Privacy Statement (“Statement”) applies to our sites, products, and services (collectively, “Services”) that link to this Statement. Civica Infrastructure is the controller of all Personal Information subject to this Statement for our Services.
2. WHAT WE DO WITH YOUR INFORMATION: We want to be clear about what information we collect and how we use it to deliver our Services to you, operate our business, and help make our Services useful, more intelligent, and work better for you. We do not sell or share your Personal Information with third parties for their own commercial uses without your consent.
a) TYPES OF INFORMATION WE COLLECT: In connection with accessing our Services, we may collect information from you which can be used to identify you (“Personal Information”), such as your name, shipping/billing address, email address, phone, username and password. We collect information when you register or open an account, sign in, use a Service, call us for support, or give us feedback. We may also get information from other companies or third parties, such as when you sync a third party account or service with your Civica Service, or when we may use service providers to supplement the Personal Information you give us (e.g., validate your mailing address) to help us maintain the accuracy of your data and provide you with better service. Finally, we also collect content or other information that you may provide or create when you interact with our Services. We may also automatically collect certain usage information when you access our Services (“Usage Data”), such as Internet Protocol (“IP”) addresses, log files, unique device identifiers, pages viewed, browser type, any links you click on to leave or interact with our Services, and other usage information collected from cookies and other tracking technologies. For example, we collect IP addresses to track and aggregate non-personal information, such as using IP addresses to monitor the regions from which users navigate to our Services. We also collect IP addresses from users when they log into the Services as part of our log-in and security features. We may also, when you enable location-based Services, collect Global Positioning System (GPS) location data and/or motion data. Our Services may change over time and we may introduce new features that may collect new or different types of information.
b) HOW WE USE YOUR INFORMATION: We may use your information, including your Personal Information, for the following purposes:
ACCOUNT REGISTRATION: We may use your name, address, phone number, and email address to register your account for certain Services we provide and to communicate important information to you. We may obtain additional Personal Information about you, such as address change information, from commercially available sources, to keep our records current. If you set up an administrator account that may be accessed by people other than you, please note that they may see and have the ability to change or delete your Personal Information. To Provide Our Services and Operate Our Business. We may use your information to operate our business, including providing Services you requested, provide you with support related to our Services, and to help us protect our Services, including to combat fraud and protect your information.
CUSTOMER SERVICE AND TECHNICAL SUPPORT: We may use your name, address, phone number, email address, how you interact with our Services, and information about your computer configuration to resolve questions you may have about our Services and to follow up with you about your experience.
COMMUNICATE WITH YOU AND TELL YOU ABOUT OTHER SERVICES: We may use your information to communicate with you about our Services and to give you offers for third party products and services that we think may be of use to you. Please see below under “What You Can Do to Manage Your Privacy” for the choices you have regarding these communications.
TO IMPROVE AND DEVELOP NEW SERVICES: We will use your information to personalize or customize your experience and the Service, develop new features or services, and to improve the overall quality of Civica’s Services.
FEEDBACK: We may use any information you volunteer in surveys you answer for us and combine them with answers from other customers in order to better understand our Services and how we may improve them. Answering any survey is optional. Research, Including Publishing or Sharing Combined Information from Many Users, But Only in a Way that Would Not Allow You or Any Other Person to be Identified. Only in a way that would not allow you or any other person to be identified, we may prepare and share information about our customers with third parties, such as advertisers or partners, for research, academic, marketing and/or promotional purposes. For example, we may share demographic data that describes the percentage of our customers who use mobile services or who use a particular operating system. We or our third party partners may publicly report the aggregated findings of the research or analysis, but only in a way that would not allow you or any other person to be identified.
c) HOW WE SHARE YOUR PERSONAL INFORMATION: From time to time, we may need to share your Personal Information with others.
THIRD PARTY SERVICE PROVIDERS: We may share your information, including Personal Information and Usage Data, with third party service providers who perform various functions to enable us to provide our Services and help us operate our business, such as website design, sending email communications, fraud detection and prevention, customer care, or performing analytics. Our contracts with these third parties require them to maintain the confidentiality of the Personal Information we provide to them, only act on our behalf and under our instructions, and not use Personal Information for purposes other than the product or service they’re providing to us or on our behalf.
RESPONSE TO SUBPOENAS AND OTHER LEGAL REQUESTS: We may share your information with courts, law enforcement agencies, or other government bodies when we have a good faith belief we’re required or permitted to do so by law, including to meet national security or law enforcement requirements, to protect our company, or to respond to a court order, subpoena, search warrant, or other law enforcement request. With your Consent: Other than as set out above, we will provide you with notice and the opportunity to choose when your Personal Information may be shared with other third parties.
a) UPDATING YOUR PERSONAL INFORMATION: In connection with your right to manage your Personal Information you provide to us, you may access, update, change, correct or request deletion of your information either through the Service or through our customer support. You can reach our customer support by using the contact information provided in the “How to Contact Us” section of this statement.
b) MANAGING MARKETING COMMUNICATIONS FROM US: We will honor your choices when it comes to receiving marketing communications from us. You have the following choices if you have been receiving marketing communications from us that you no longer wish to receive:
Click the “unsubscribe” or opt-out link in the email or newsletter you received. Change your marketing preferences by sending your request via mail and/or email addresse provided below. Please include the contact information to which you no longer wish to receive marketing communications.
VIA REGULAR MAIL
Attention: Opt Out
330 Rodinea Rd, Maple, Ontario L6A 4P5, Canada
Subject: Opt Out
PLEASE NOTE: Remember that even if you choose not to receive marketing communications from us, we will continue to send you mandatory service or transactional communications.
c) COOKIES AND OTHER TRACKING TECHNOLOGIES: The following is a high level summary of our practices and your controls for cookies and other tracking technologies. For more information, please see our Cookies Policy. In accordance with applicable law, Civica and our service providers may use commonly-used tools to recognize your visit and track your interactions with our Services such as cookies, web beacons, pixels, local shared objects, and similar technologies (collectively, “Cookies”). Sometimes this tracking is necessary in order for us to provide you the Service you requested. Other times, we combine Usage Data collected from Cookies with that of other customers to improve your and other customers’ experience. You have control over some of the Usage Data we collect from Cookies and how we use it. Information on changing your browser settings to opt out of Cookies can be found in your browser settings.
a)DATA RETENTION: In accordance with and as permitted by applicable law and regulations, we will retain your information as long as necessary to serve you, to maintain your account for as long as your account is active, or as otherwise needed to operate our business. When you close your account, we may continue to communicate with you about our Services, give you important business updates that may affect you, and let you know about products and services that may interest you, unless you have opted out of receiving marketing communications. We may also continue to use some of your information for business purposes and to improve our offerings or in some cases to develop new ones. We will retain and use your information as required by applicable regulations and Civica’s records and information management policies to comply with our legal and reporting obligations, resolve disputes, enforce our agreements, complete any outstanding transactions and for the detection and prevention of fraud.
b)YOUR ACCESS RIGHTS: As required by applicable law, you may contact us to confirm whether we maintain, or process on behalf of a third party, any of your Personal Information and to review it in order to verify its accuracy and the lawfulness of our processing of such Personal Information. Where you have determined that the Personal Information we collected about you is inaccurate or processed in violation of applicable law, you may also request that your Personal Information be corrected, amended, or deleted. Requests for access to your Personal Information and to have it corrected, amended, or deleted should be sent to firstname.lastname@example.org or to the mailing address provided under “How to Contact Us.”
5.SECURITY OF YOUR INFORMATION: Keeping your Information safe is important to us. We provide reasonable and appropriate security measures in connection with securing Personal Information we collect.
For example, we:
• Constantly work to update our security practices to implement accepted best methods to protect your Personal Information, and review our security procedures carefully.
• Comply with applicable laws and security standards.
• Securely transmit your sensitive Personal Information.
• Train our staff and require them to safeguard your data.
9. HOW TO CONTACT US: All inquiries or complaints regarding privacy, including any questions or comments about this Privacy Statement, should be directed to the privacy officer by mail, fax or e-mail at the addresses below. Inquiries will be responded to in accordance with the legislated time frames. We want your feedback and comments.
a) VIA EMAIL: If you have questions or complaints regarding our Privacy Statement or practices, please contact us by email at email@example.com
b) VIA DIRECT MAIL
Attention: Privacy Officer
330 Rodinea Rd, Vaughan, ONTARIO, Canada, L6A-4P5
10. CHANGES TO OUR PRIVACY STATEMENTS: From time to time we may change or update our Privacy Statements. We reserve the right to make changes or updates at any time. More information about how we will notify you is below. If we make material changes to the way we process your Personal Information, we will provide you notice via our Service or by other communication channels, such as by email or community post. Please review any changes carefully. If you object to any of the changes and no longer wish to use our Services, you may close your account(s). All changes are effective immediately upon posting and your use of our Service after a notice of material change or posting of an updated Privacy Statement shall constitute your consent to all changes.
11. COLLECTION AND USE OF CHILDREN’S PERSONAL INFORMATION: We do not knowingly collect information from minors. Civica Services are intended for and directed to adults. Our Services are not directed to minors and we do not knowingly collect Personal Information from minors.