InfraDog Inc. Terms of Service
These Terms of Service ("Agreement") created by InfraDog Inc., an Ontario corporation (“InfraDog”), covers your purchase and use of our products and services (whether under the Free Trial or through paid subscription) and your use of this website (collectively, the “Services”). If you register for a Free Trial for our Services, that Free Trial will also be covered.
You may use the Services only if you can form a binding contract with InfraDog, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms and Conditions, in which case the terms "YOU" or "YOUR" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms and Conditions, you must not accept this Agreement and may not use the Services.
- License to Use Services
- Free Trial
- Purchased Services (Subscriptions)
- Use of the Services
- Fees and Payment
- Term and Termination
- Proprietary Rights
- Warranties and Disclaimers
- Limitation of Liability
- Governing Law
- Other Provisions
License to Use Services
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. InfraDog reserves all rights not expressly granted herein in the Services and the InfraDog Content (as defined below). InfraDog may terminate this license at any time for any reason or no reason.
If you register on our website for a free trial, the free of charge, trial basis service will be available until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by you.
Any data you enter into the services during your free trial will be permanently lost unless you purchase a subscription to the same services as those covered by the trial, purchase updated services, or export such data, before the end of the trial period. During the free trial, the services are provided "as-is" without any warranty.
Purchased Services (Subscriptions)
InfraDog shall make the Purchased Services available to you pursuant to this Agreement during a subscription term. “Purchased Services” are those services subscribed and paid for by you hereunder (and include any incentives or promotions made available to you by InfraDog from time to time in its sole discretion).
Purchased Services are purchased on the basis of the number of Managed Devices per month on the InfraDog system. Each “Managed Device” refers to a single network connected instance supported by the InfraDog system. Subscriptions and may be accessed by no more than the specified number of Users/Mobile Devices listed in the specific subscription.
Any future price increases by InfraDog will not affect existing subscriptions of Purchased Services. However, any new subscriptions added or any changes to existing subscriptions made following any price increases by InfraDog will be fully subject to such increased prices applicable at the time such new subscriptions are added or at the time such existing subscriptions are changed.
Any requests to decrease or reduce any current subscriptions for Purchased Services cannot be handled on our website and must be made directly through InfraDog’s billing department.
Fees for Purchased Services are payable on a monthly basis such that the fees for any new or modified subscriptions made during any part of an existing month will be pro-rated for the remaining period of such month with full monthly billing commencing on the immediate next month.
Use of the Services
InfraDog shall provide support for the Purchased Services to you at no additional charge. Subject to the provisions of our agreements with our third party cloud hosting providers, we will use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) any unavailability cause by circumstances beyond our reasonable control, including without limitation, internet service provider failures or delays, or denial of service attacks, and (iii) provided the Purchased Services are used by you only in accordance with applicable privacy and other laws and government regulations.
Subject to the provisions of our agreements with our third party cloud hosting provider, InfraDog shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. We shall not (a) modify your data, (b) disclose your data except as compelled by law or as expressly permitted in writing by you, or (c) access you data except to provide the Services and prevent or address service or technical problems, or at your request in connection with customer support matters.
You shall be responsible for compliance with this Agreement and also use the Services only in accordance with the applicable privacy and other laws and government regulations.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, “offline readers”, etc., to access the Services in a manner that sends more request messages to the InfraDog servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Services; (x) accessing any data or content on the Services through any technology or means other than those provided or authorized by the Services; (xi) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any data or content or enforce limitations on use of the Services or the data or content therein; or (xii) uploading, transmitting, or distributing any data or content that violates any applicable laws or third party rights, including without limitation any intellectual property rights or rights of privacy or publicity.
We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
Fees and Payment
You shall pay all fees in U.S. dollars as specified in subscription order or any renewal orders.
- Fees are based on the actual Purchased Services purchased.
- Payment obligations are non-cancelable and fees paid are non-refundable.
Subscription fees are based on monthly periods that begin on the subscription start date and the first day of each subsequent month. Therefore, fees for subscriptions added in the middle of a monthly period will be charged on a prorated basis.
You will provide us with valid and updated credit card information. If you provide credit card information to us, you authorize us to charge such credit card for all Purchased Services listed in the Subscription Order for both (a) the initial subscription term and (b) all renewal subscription terms. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
All payments through the Services are processed in a secure manner using a third-party payment processor. Details for our payment gateway vendor can be found at www.moneris.com. You acknowledge that InfraDog is not liable for any breaches of credit card or debit card security or privacy.
If InfraDog is unable to proceed with your purchase because of a lack of authorization or other error from your credit card issuer, your order for any Purchased Services will be suspended within 7 calendar days and will be reinstated with proper authorization from your credit card issuer. If in the course of validating an order for any Purchased Services with the cardholder, it is determined that the order was placed without cardholder authorization (including any alleged fraudulent use of any credit card), your use of Purchased Services will be suspended immediately pending further investigation by InfraDog.
InfraDog cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use any personal information you may provide to InfraDog for improper purposes. You acknowledge that you provide your personal information at your own risk.
We will give you notification once your account is overdue and we will offer you a maximum of 7 calendar days to complete such overdue payment before suspending the Purchased Services without further notice to you.
Unless otherwise stated, our fees do not include any taxes, levies and duties assessable by any local, state, provincial or federal jurisdiction. You are responsible for paying all taxes associated with your purchases hereunder.
Term and Termination
This Agreement commences on the date you unconditionally accept it and continues until all subscriptions for any Purchased Services granted in accordance with this Agreement have expired or have been terminated. If you choose to use the Services for a free trial period and do not purchase a subscription before the end of that period, your use of the Services will be automatically suspended unless you subscribe for any Purchased Services within 30 calendar days of suspension. Unless you subscribe for any Purchased Services before the end of such 30 calendar day period, this Agreement will automatically terminate at the end of such 30 calendar day period and, at such time, all of your data and content on the InfraDog system will be permanently deleted by us without any obligation to provide any copy to you. You alone are responsible to backup all of your data and content and InfraDog has no obligation to do so.
All subscriptions shall automatically renew for additional periods on monthly basis unless either party gives the other notice of non-renewal before the end of the relevant subscription term. The pricing during any such renewal term shall be the same as that during the prior term, unless any changes are made to subscriptions in which case the current pricing at the time of the change will apply to your entire changed subscription.
However, InfraDog reserves the right to change all prices at any time.
You may terminate your subscription at any time using the “Close Account” functionality provided on our website. All paid fees prior to your online subscription termination are non-refundable. Once you terminate your subscription, all of your content and data on the InfraDog system will be permanently deleted by InfraDog without obligation to reinstate same or provide any copy to you. You alone are responsible to backup all of your data and content and InfraDog has no obligation to do so.
After the effective date of termination of a Purchased Service subscription, we shall have no obligation to maintain any of your data, and unless legally prohibited, we are irrevocably authorized to delete all of your data in our system or otherwise in our possession or under our control.
Except for your own data and content provided to us using the Services, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, visual interfaces, templates, designs, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music and data (the “InfraDog Content”), and all intellectual property rights related thereto, are the exclusive property of InfraDog and its licensors, if any. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any InfraDog Content. Use of the InfraDog Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place InfraDog under any fiduciary or other obligation, and that we are free to use the Ideas without any additional compensation to you, and/or to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, InfraDog does not waive any rights to use similar or related ideas previously known to InfraDog, or developed by its employees, or obtained from sources other than you.
Warranties and Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INFRADOG OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, INFRADOG, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INFRADOG, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL INFRADOG BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INFRADOG ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF YOUR DATA; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND DATA STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VI) ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL INFRADOG, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO INFRADOG HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF INFRADOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY DEPENDING ON JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated through various third party hosted servers located throughout the world as solely determined by, and under the control of, our third party cloud hosting providers. For more information about our third party cloud hosting providers, please visit www.windowsazure.com. InfraDog makes no representations that the Services are appropriate or available for use in any particular locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by Canada, or are a foreign person or entity blocked or denied by the Canadian government.
You agree to defend, indemnify and hold harmless InfraDog and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your infringement, misappropriation or violation of any third-party right, including without limitation Intellectual Property Rights or rights of privacy or publicity; (iv) any violation of any applicable law, rule or regulation by you; (v) your data that is submitted via your account; or (vi) any other party’s access or use of the Services with your unique username, password or other appropriate security code.
InfraDog may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by InfraDog in our sole discretion. InfraDog reserves the right to determine the form and means of providing notifications to you. InfraDog is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. InfraDog may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this website page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this website page. Your continued use of the Services or this website after any such changes constitutes your acceptance of the new or revised Terms of Service If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Services.
You agree that: (i) the Services shall be deemed solely based in Ontario, Canada; and (ii) the Services shall be deemed not to give rise to personal jurisdiction over InfraDog, either specific or general, in jurisdictions other than Ontario, Canada. This Agreement shall be governed by the internal substantive laws of the Province of Ontario, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and provincial courts located in Toronto, Ontario for any actions or proceedings arising under or in connection, directly or indirectly, with this Agreement.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by InfraDog without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
This Agreement, together with any amendments and any additional agreements you may enter into with InfraDog in connection with the Services, shall constitute the entire agreement between you and InfraDog concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and InfraDog’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us directly with any questions regarding this Agreement at:
7271 Warden Ave
Markham, ON L3R 5X5
Phone: +1 (416) 473-4096
Fax: +1 (888) 863-3936
This Agreement was last modified on May 31, 2013.