Software as a Service Terms and Conditions
Subscription Services Agreement and Support Terms
IMPORTANT – READ CAREFULLY. These Software as a Service Terms and Conditions form a legal agreement between Process Fusion Inc. (“PFI,” “we,” “us,” or “our”) and the customer, organization, or other legal entity that orders, accesses, or uses the SaaS Services (“Customer,” “you,” or “your”). By executing an order form, statement of work, subscription document, or other ordering document that references these Terms, or by accessing or using the SaaS Services, Customer agrees to be bound by these Terms. If Customer does not agree to these Terms, Customer must not access or use the SaaS Services. These Terms apply to the SaaS Services, related support services, documentation, and any other services provided by PFI under an applicable ordering document.
1. Definitions
“Authorized User” means an individual, system account, service account, or other permitted user authorized by Customer to access and use the SaaS Services in accordance with these Terms and the applicable ordering document. “Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential, including business, technical, financial, security, product, pricing, customer, personal information, personal health information, and other sensitive information. “Customer Data” means all data, content, records, files, personal information, personal health information, documents, or other materials submitted to, uploaded to, transmitted through, stored in, or processed by the SaaS Services by or on behalf of Customer or its Authorized Users. “Documentation” means user guides, specifications, policies, technical materials, training materials, and other documentation made available by PFI in connection with the SaaS Services. “PFI” means Process Fusion Inc., with its principal office at 3280 Bloor Street West, Suite 1202 Centre Tower, Toronto, Ontario, Canada M8X 2X3. “Pilot,” “Proof of Concept,” or “Trial” means temporary access to the SaaS Services for evaluation purposes, whether provided free of charge or for a nominal fee, and subject to any scope, duration, functionality, or usage limitations specified by PFI. “SaaS Services” or “Services” means the cloud-based subscription services, related functionality, hosted applications, support services, and Documentation provided by PFI under these Terms and any applicable ordering document. “Subscription Term” means the period during which Customer is authorized to access and use the SaaS Services, as set out in the applicable ordering document. “Terms” means these Software as a Service Terms and Conditions, together with any applicable ordering document, statement of work, schedule, or addendum that expressly references these Terms.
2. Access to and Use of the SaaS Services
Subject to Customer’s compliance with these Terms and the applicable ordering document, PFI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the SaaS Services and Documentation solely for Customer’s internal business purposes. Customer is responsible for ensuring that all Authorized Users comply with these Terms. Access rights may not be shared, transferred, resold, or used by any person or system other than the applicable Authorized User or permitted system process.
Unless expressly authorized in writing by PFI, Customer shall not: copy, modify, translate, adapt, or create derivative works of the SaaS Services or Documentation; reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying structure; use the SaaS Services to develop a competing product or service; make the SaaS Services available to third parties on a service bureau, outsourcing, rental, resale, or time-sharing basis; remove proprietary notices; or use the SaaS Services in violation of applicable law or these Terms.
3. Orders, Subscription Term, Fees, and Payment
The SaaS Services may be ordered under one or more ordering documents, quotes, statements of work, purchase orders accepted by PFI, or other written agreements that specify the applicable Services, Subscription Term, fees, usage limits, support scope, and other commercial terms. Unless otherwise stated in the applicable ordering document, fees are non-refundable and payable in accordance with the payment terms set out in the ordering document. Customer is responsible for applicable taxes, duties, and similar governmental charges, excluding taxes based on PFI’s net income.
PFI may suspend access to the SaaS Services upon reasonable notice if Customer fails to pay undisputed overdue amounts, materially breaches these Terms, exceeds applicable usage limits, or if suspension is reasonably necessary to protect the security, integrity, or availability of the SaaS Services, Customer Data, PFI systems, or other customers. PFI will use commercially reasonable efforts to limit any suspension to the affected portion of the SaaS Services and to restore access once the issue is resolved.
4. Acceptable Use and General Service Rules
Customer shall use the SaaS Services only for lawful business purposes and in accordance with these Terms. Customer shall not use the SaaS Services to transmit, store, process, or distribute content that is unlawful, harmful, threatening, abusive, defamatory, obscene, discriminatory, infringing, malicious, or otherwise objectionable or that violates applicable law or the rights of any third party. Customer shall not interfere with or disrupt the SaaS Services, attempt to gain unauthorized access to the SaaS Services or related systems, introduce malware, conduct unauthorized vulnerability testing, or use the SaaS Services in a manner that could impair the operation, security, or availability of the Services.
Customer is responsible for maintaining the confidentiality of user credentials, managing Authorized User access, and all activities that occur under Customer’s accounts, except to the extent caused by PFI’s breach of these Terms. Customer shall promptly notify PFI of any known or suspected unauthorized access, credential compromise, or security incident involving the SaaS Services.
5. Customer Data, Privacy, and Security
Customer retains all right, title, and interest in and to Customer Data. PFI will use Customer Data only to provide, secure, maintain, support, and improve the SaaS Services; to comply with applicable law; and as otherwise permitted by these Terms or authorized by Customer. Customer is responsible for the accuracy, quality, legality, and appropriate authorization for the collection, use, disclosure, transmission, and processing of Customer Data through the SaaS Services.
PFI will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, integrity, and availability of Customer Data, taking into account the nature of the SaaS Services and the sensitivity of the information processed. PFI will use reasonable measures to prevent unauthorized access to or disclosure, alteration, loss, or destruction of Customer Data. Customer acknowledges that no security program can guarantee absolute security and that Customer remains responsible for implementing appropriate controls within Customer’s own environment, including user access management, backups where applicable, and appropriate use of the SaaS Services.
Each party shall comply with applicable privacy, data protection, and data security laws in relation to its respective obligations under these Terms, including Canadian privacy laws where applicable. Where Customer Data includes personal information, personal health information, or similarly regulated information, Customer is responsible for determining whether additional privacy, health information, data processing, data residency, or regulatory terms are required. Any such additional terms should be documented in an applicable schedule, data protection addendum, statement of work, or other written agreement between the parties.
PFI will notify Customer without undue delay after confirming a security incident involving unauthorized access to or disclosure of Customer Data within PFI’s possession or control. PFI will take reasonable steps to contain, investigate, and remediate the incident and will provide Customer with information reasonably required to meet Customer’s legal and contractual obligations, to the extent such information is available to PFI and may be disclosed without compromising security, confidentiality, privilege, or legal obligations.
6. Confidentiality
Each party may receive Confidential Information from the other party in connection with these Terms. The receiving party shall protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The receiving party shall use Confidential Information only for the purpose of performing or receiving the SaaS Services, exercising rights, or fulfilling obligations under these Terms, and shall not disclose Confidential Information except to its personnel, affiliates, contractors, professional advisors, or service providers who have a legitimate need to know and are subject to confidentiality obligations at least as protective as those set out in these Terms.
Confidential Information does not include information that the receiving party can demonstrate: is or becomes publicly available without breach of these Terms; was lawfully known to the receiving party before disclosure; is lawfully received from a third party without breach of a confidentiality obligation; or is independently developed without use of or reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information where required by law, provided it gives the disclosing party reasonable notice where legally permitted and cooperates with reasonable efforts to limit the disclosure.
Upon termination or expiry of the applicable Subscription Term, each party shall cease using the other party’s Confidential Information and, upon request, return or securely destroy it, except to the extent retention is required by law, maintained in archival backups, or necessary to enforce rights or comply with legal obligations. Confidentiality obligations shall survive termination for as long as the information remains confidential.
7. Intellectual Property
PFI and its licensors retain all right, title, and interest in and to the SaaS Services, Documentation, software, technology, processes, know-how, templates, designs, trademarks, service marks, logos, and other intellectual property made available by or on behalf of PFI. Except for the limited access and use rights expressly granted in these Terms, no rights are transferred to Customer. Customer may provide suggestions, enhancement requests, recommendations, or other feedback relating to the SaaS Services, and PFI may use such feedback without restriction or obligation, provided PFI does not disclose Customer’s Confidential Information.
8. Warranties and Disclaimers
PFI will provide the SaaS Services in a professional and workmanlike manner and will use commercially reasonable efforts to maintain the availability, security, and functionality of the SaaS Services in accordance with these Terms and any applicable ordering document. Except as expressly stated in these Terms, the SaaS Services, Documentation, and support services are provided “as is” and “as available.” To the maximum extent permitted by applicable law, PFI disclaims all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted or error-free operation, or that the SaaS Services will meet Customer’s specific requirements.
9. Indemnities
Customer shall defend, indemnify, and hold harmless PFI and its directors, officers, employees, contractors, and agents from and against third-party claims, damages, liabilities, costs, and expenses arising from Customer Data, Customer’s or Authorized Users’ use of the SaaS Services in breach of these Terms, or Customer’s violation of applicable law, except to the extent caused by PFI’s breach of these Terms.
PFI shall defend Customer against third-party claims alleging that the SaaS Services, as provided by PFI and used in accordance with these Terms, infringe a Canadian copyright, trademark, or patent, and shall indemnify Customer for damages finally awarded by a court or agreed in settlement by PFI. PFI shall have no obligation for claims arising from Customer Data, Customer systems, unauthorized modifications, use in combination with non-PFI products or services where the claim would not have arisen but for such combination, or use outside the scope of these Terms. If the SaaS Services become or are likely to become subject to an infringement claim, PFI may procure the right for Customer to continue using the Services, modify or replace the Services to avoid infringement, or terminate the affected Services and provide a pro-rated refund of prepaid unused fees for the terminated portion.
10. Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business interruption, or loss of data, even if advised of the possibility of such damages. Except for excluded claims, each party’s total aggregate liability arising out of or relating to these Terms shall not exceed the fees paid or payable by Customer for the affected SaaS Services during the twelve months immediately preceding the event giving rise to the claim.
The liability cap shall not apply to payment obligations, misuse of the other party’s intellectual property, breach of confidentiality, indemnity obligations, gross negligence, wilful misconduct, or liabilities that cannot be limited under applicable law. The parties agree that the limitations in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between them.
11. Termination and Data Return or Deletion
Either party may terminate the applicable ordering document or these Terms if the other party materially breaches these Terms and fails to cure the breach within thirty days after receiving
written notice, unless the breach is incapable of cure or a shorter period is required to address a security, legal, or operational risk. Upon termination or expiry, Customer shall cease accessing and using the affected SaaS Services, and all unpaid fees through the effective date of termination shall become due.
Upon termination or expiry, PFI will make Customer Data available for export or retrieval for a commercially reasonable period, unless otherwise stated in the applicable ordering document or prohibited by law. After that period, PFI may delete Customer Data from active systems in accordance with its standard data retention and deletion practices, subject to legal retention requirements, backup retention cycles, and any agreed data protection terms. Sections relating to fees, confidentiality, intellectual property, privacy and security obligations, indemnities, limitation of liability, dispute resolution, and any provisions that by their nature should survive shall survive termination.
12. Governing Law and Disputes
These Terms and any dispute arising out of or relating to them shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to any mandatory dispute resolution process agreed by the parties in writing, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for disputes arising out of or relating to these Terms.
13. Fair Usage Policy
The SaaS Services may be provided in a multi-tenant environment and are intended to be used in a fair and reasonable manner. Customer shall not use the SaaS Services in a way that disproportionately degrades performance, security, availability, or functionality for other customers or users. PFI may monitor usage levels to ensure compliance with this Fair Usage Policy and may contact Customer to discuss appropriate measures where usage materially exceeds reasonable or contracted limits. Where unusually high usage is foreseeable, Customer should provide PFI with reasonable advance notice so that PFI can assess operational requirements. PFI may update this Fair Usage Policy from time to time, provided that any update does not materially reduce Customer’s rights during the then-current Subscription Term unless required for security, legal, or operational reasons.
14. Customer Responsibilities
· Customer shall provide timely, accurate, and complete information, cooperation, approvals, access, and assistance reasonably required for PFI to provide the SaaS Services. Customer is responsible for configuring and using the SaaS Services in accordance with Documentation, applicable laws, Customer’s internal policies, and any agreed technical or security requirements.
· Customer shall ensure that its Authorized Users comply with these Terms; maintain appropriate user access controls; promptly disable access for users who no longer require access; use reasonable efforts to prevent unauthorized access to the SaaS Services; and promptly notify PFI of any known or suspected unauthorized access, misuse, or security incident. Customer shall not provide false identity information, misuse administrator privileges, or use the SaaS Services to process data for which Customer lacks lawful authority.
· Any publicity, joint marketing, case study, use of a party’s name or logo, or public reference to the relationship between the parties requires the prior written approval of the other party, unless otherwise expressly permitted in an applicable ordering document.
15. PFI Responsibilities, Support, and Maintenance
· PFI will provide the SaaS Services in accordance with these Terms, the applicable ordering document, and any agreed service descriptions or support terms.
· PFI will use commercially reasonable efforts to maintain the security, availability, and performance of the SaaS Services, subject to planned maintenance, emergency maintenance, events outside PFI’s reasonable control, Customer-caused issues, third-party service dependencies, and other exclusions specified in the applicable ordering document.
· PFI will provide support services in accordance with the support scope, support hours, response targets, and escalation procedures specified in the applicable ordering document or support policy made available to Customer.
· PFI may update, modify, enhance, or maintain the SaaS Services from time to time, provided such changes do not materially reduce the core functionality of the SaaS Services during the then-current Subscription Term unless required for security, legal, regulatory, or operational reasons.
16. General Terms
Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms to an affiliate or in connection with a merger, corporate reorganization, sale of substantially all assets, or similar transaction, provided the assignee assumes the assigning party’s obligations. Neither party shall be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, labour disruptions, utility failures, internet or telecommunications failures, cyberattacks, governmental actions, or other force majeure events, provided the affected party uses reasonable efforts to mitigate the impact.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be interpreted or replaced to achieve, as closely as legally permissible, the original intent. No waiver is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other or future breach.
These Terms, together with the applicable ordering documents, schedules, statements of work, addenda, and policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the SaaS Services and supersede all prior or contemporaneous agreements, discussions, proposals, or representations relating to the same subject matter. In the event of conflict, the applicable ordering document shall prevail over these Terms only to the extent of the conflict. It is the express wish of the parties that these Terms and all related documents be drafted in the English language.
17. Language
It is the express wish of the parties that the agreement and all related documents be drafted in the English language.