Policies
Terms and Conditions – Data and VOIP Subscription
MAD ELEVATOR – MosaicONE Monitoring Service
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to the agreed terms (the “Agreed Terms”) between MAD Elevator Inc. (“MAD”) and the customer identified on those Agreed Terms (“Customer”). The Agreed Terms and these terms and conditions form the agreement between MAD and Customer.
1. Introduction and Scope
These Terms and Conditions (the "Agreement") are entered into between MAD Elevator Inc. ("MAD") and the customer identified in the contract (the "Customer"). This Agreement governs the provision of Data (SIM card) and VOIP services by MAD to the Customer and outlines the rights and obligations of both parties.
2. Definitions
In this Agreement, the following terms shall have the meanings set forth below:
Customer Data: Any data, information, or material transmitted or processed using the SIM card or VOIP services provided by MAD.
VOIP Service: The voice-over-internet-protocol service provided by MAD to enable voice communication over the internet.
SIM Card: The subscriber identity module card provided by MAD that allows the Customer to access the data service.
Service Fees: The fees specified in the service order for the provision of the Data (SIM card) and VOIP services.
Term: The duration of this Agreement as defined in Section 4.
3. Services Provided
MAD will provide the Customer with a SIM card, data service plan, and VOIP functionality as outlined in the contract. These services are provided solely for the purpose of enabling internet data connectivity and VOIP communication for the elevator communication system. This Agreement does not include monitoring services or licensing for the use of the MAD Platform for texting or video streaming.
4. Term and Termination
Term, Renewal and Termination will as agreed in contract.
5. Fee and Payment
5.1 Service Fees: The Customer agrees to pay MAD the Service Fees as outlined in the service order. All payments are due within 30 days of the invoice date.
5.2 Late Payments: If the Customer fails to make any payment when due, MAD reserves the right to charge interest on the overdue amount at a rate of 1.5% per month (18% per annum) until the payment is made in full. Additionally, MAD may suspend or terminate the services if payment is not received within 10 days of notice of non-payment.
5.3 Taxes: The Customer is responsible for all applicable taxes, duties, or fees imposed by any governmental authority related to the provision of services under this Agreement, excluding taxes based on MAD's income.
6. Customer Responsibilities
6.1 Proper Use: The Customer agrees to use the SIM card and VOIP services only for lawful purposes and in compliance with all applicable laws and regulations.
6.2 Equipment: The Customer is responsible for ensuring that all equipment used in conjunction with the SIM card and VOIP services meets the technical requirements specified by MAD and is properly configured and maintained.
7. SIM Card and VOIP Service Use
7.1 Restrictions: The Customer shall not resell, lease, or otherwise transfer the SIM card or VOIP services to any third party without MAD's prior written consent. Any unauthorized use of the services will result in immediate termination of this Agreement.
7.2 Prohibited Activities: The Customer shall not use the SIM card or VOIP services for any activities that violate local, state, or federal laws, including but not limited to fraud, illegal surveillance, or unauthorized data access.
8. Service Availability and Uptime
8.1 Availability: MAD will use commercially reasonable efforts to make the SIM card and VOIP services available 24/7. However, MAD is reliant on 3rd parties in performance of the service and therefore does not guarantee that the services will be uninterrupted or error-free, and there may be occasions where the services are unavailable due to scheduled maintenance, upgrades, or unanticipated technical issues.
8.2 Uptime Guarantee: While MAD strives for high availability, the services are provided on an "as-available" basis. MAD will endeavor to notify the Customer in advance of any planned maintenance or downtime but is not liable for any unscheduled outages.
9. Monitoring and Emergency Response Exclusion
9.1 No Monitoring Services: This Agreement explicitly excludes monitoring services. MAD is not responsible for any monitoring or emergency response activities. The Customer acknowledges and agrees that they are solely responsible for responding to any incidents or emergencies involving the use of the services.
9.2 Customer Responsibility: The Customer is responsible for ensuring that appropriate measures are in place for monitoring and responding to any emergencies or critical situations that may arise during the use of the SIM card and VOIP services, in addition to ensuring the service is regularly tested and operating as required.
10. Indemnification
10.1 General Indemnification: The Customer agrees to indemnify and hold harmless MAD and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses arising out of or in connection with the Customer's use of the SIM card or VOIP services, including any breach of this Agreement or violation of applicable laws.
10.2 Specific Indemnification: The Customer shall indemnify MAD against any third-party claims arising from: (i) the Customer's use of the services in a manner not permitted by this Agreement; (ii) the Customer's failure to comply with applicable laws or regulations; and (iii) any unauthorized access to or use of the services by third parties using the Customer's credentials.
11. Security and Data Protection
11.1 Data Security: MAD will implement reasonable security measures to protect the confidentiality and integrity of Customer Data transmitted or stored using the SIM card and VOIP services. However, the Customer acknowledges that no method of data transmission over the internet is completely secure, and MAD cannot guarantee the absolute security of the data.
11.2 Data Usage: Customer Data may be used by MAD to improve the services provided, and anonymized data may be extracted and used for analytical purposes. MAD will not sell or disclose Customer Data to third parties without the Customer's consent, except as required by law.
11.3 Compliance with Laws: The Customer is responsible for ensuring that their use of the services complies with all applicable data protection and privacy laws, including obtaining any necessary consents from individuals whose data may be processed using the services.
12. Force Majeure Events
12.1 "As-Is" Services: The SIM card and VOIP services are provided on an "as-is" and "as-available" basis. MAD disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
13. Limitation of Liability
13.1 No Liability for Consequential Damages: In no event shall MAD be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or in connection with this Agreement, even if MAD has been advised of the possibility of such damages.
13.2 Maximum Liability: MAD's total liability under this Agreement shall not exceed the amount paid by the Customer for the services during the 12 months immediately preceding the event giving rise to the claim.
14. General Provisions
MAD shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, war, strikes, or governmental actions.
15. General Provisions
Both parties agree to keep confidential any non-public information obtained under this Agreement and to use such information solely for the purpose of fulfilling their obligations under this Agreement.
16. Governing Law and Dispute Resolution
16.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.
16.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in Toronto, Ontario, in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc.
17. General Provisions
(a) Notices. All notices given under this agreement will be in writing and given either by nationally recognized overnight express courier (with all fees pre-paid) or registered mail (return receipt requested, postage pre-paid) to the address set out on the cover page, or to such alternate address that a party has specified by notice given in accordance with this Section. Notices will be deemed to be received: (a) the third business day, if sent by registered mail, postage prepaid, return receipt requested; or (b) the next business day, if sent by a nationally recognized overnight express courier. In this paragraph, “business day” means a day that is not a Saturday, Sunday or statutory holiday in Toronto, Ontario.
(b) External Documents. Any external MAD documents referred to by hyperlinks in this agreement are hereby incorporated into and form part of this agreement.
(c) Headings. The headings in this agreement are for identification and reference purposes only and will not be used in the construction or interpretation of this agreement.
(d) Precedence. Any conflict between the terms of these General Terms and Conditions and the Agreed Terms or any other schedule or other document under or relating this agreement will be resolved in favour of these General Terms and Conditions unless both parties agree otherwise in writing. All standard terms contained in any Customer purchase order or other form will be overridden by this agreement’s terms and conditions and will have no force or effect.
(e) Waiver. No waiver of any of the provisions of this agreement will be deemed to constitute a waiver of any other provision nor will such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound.
(f) Severability. If any term of this agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable or, to the extent it cannot be made enforceable will be deleted, and the remaining portions of this agreement will remain in full force and effect.
(g) Amendment. This agreement may not be modified or altered except in writing duly executed by both parties.
(h) Persons Bound. This agreement is binding upon and enures to the benefit of the parties and their respective lawful successors and permitted assigns.
(i) No Third-Party Beneficiaries. Except for the indemnified parties set out in Section 19, who are third-party beneficiaries under this agreement, this agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and nothing in this agreement, whether expressly or by implication, is intended to or will confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever.
(j) Assignment. Neither this agreement nor any rights under it may be assigned, transferred, shared or delegated by Customer without MAD’s prior written consent.
(k) Subcontractors. MAD may engage subcontractors to provide or assist in performing its obligations under this agreement, in which case MAD remains responsible for the fulfillment of its obligations under this agreement and for the provision of the Services.
(l) Parties’ Relationship. The parties are independent contractors. This agreement does not and will not be construed as creating a partnership, joint venture, agency of principal and agent, or other relationship between the parties.
(m) Entire Agreement. Customer acknowledges that it has read and understands this agreement and agrees to be bound by its terms and conditions. Customer acknowledges and agrees that this agreement is the complete agreement between the parties and that this agreement supersedes all prior agreements, oral or written and all other communications between the parties relating to this agreement’s subject. This agreement may supersede any previous rights to access and use the Platform or Monitoring services.
(n) Governing Law. This agreement and all related matters are governed solely by the laws of Ontario, Canada and the applicable federal laws of Canada. Subject to Section 14, the parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the Ontario courts of competent jurisdiction sitting in Toronto, Canada, in respect of all disputes that the parties are permitted to take to court under this agreement. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
(o) Language. The parties have required that this agreement and all documents and notices resulting from it be drawn up in English. Les parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soient rédigés en anglais.
ous les documents et avis qui s’y rattachent ou qui en découleront soient rédigés en anglais.