1. Introduction
These Terms of Service (the "Agreement") govern your access to and use of the Anyset web-based collaborative platform and associated software ("Services"). By accessing or using the Services, you agree to be bound by this Agreement unless you have a separate written agreement expressly covering the Services. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity.
2. Definitions
2.1 Access Credentials
Access Credentials means any user name, identification number, password, license or security key, security token, personal identification number (PIN) or other security code, method, technology or device used to verify identity and authorization.
2.2 Action
Action means any claim, lawsuit, arbitration, inquiry, audit, proceeding, or investigation of any nature, whether civil, criminal, administrative or otherwise.
2.3 Affiliate
Affiliate means any entity that controls, is controlled by, or is under common control with another entity.
2.4 Authorized User
Authorized User means individuals authorized to use the Hosted Services under this Agreement.
2.5 Available
Available means the Hosted Services are accessible for use by Customer over the Internet.
2.6 Beta Service
Beta Service means any service designated as beta, preview, or evaluation.
2.7 Airtasks
Airtasks is a web-based collaborative platform for coordination workflows across construction phases.
2.8 Business Day
Business Day means any day other than a Saturday, Sunday, or a public holiday in Ottawa.
2.9 Control
Control means the direct or indirect power to direct management or policies.
2.10 Customer
Customer means the entity or individual identified in the preamble of this Agreement.
2.11 Customer Data
Customer Data means any data provided by Customer for use with the Services.
2.12 Customer Systems
Customer Systems refers to the infrastructure Customer uses to access the Services.
2.13 Disclosing Party
Disclosing Party means a party that shares Confidential Information.
2.14 Documentation
Documentation means any materials describing the Services' features and use.
2.15 Governmental Authority
Governmental Authority includes federal, provincial, or other governmental bodies.
2.16 Governmental Order
Governmental Order means an official order or ruling issued by a Governmental Authority.
2.17 Harmful Code
Harmful Code includes malware or unauthorized software designed to disrupt or harm systems.
2.18 HST and HST Act
HST refers to harmonized sales tax as per the HST Act, being Part IX of the Excise Tax Act (Canada).
2.19 IP Rights
IP Rights refers to intellectual property rights including patents, trademarks, and copyrights.
2.20 Law
Law means any statute, regulation, or legal requirement.
2.21 Losses
Losses include damages, liabilities, penalties, and legal costs.
2.22 Party
Party or Parties refers to Customer and Provider.
2.23 Permitted Use
Permitted Use means use solely for internal business operations.
2.24 Person
Person means any individual or entity.
2.25 Personal Information
Personal Information means data that identifies or can identify an individual.
2.26 Process
Process means to collect, use, store, or handle data.
2.27 Provider
Provider means Anyset Inc., as identified in the preamble.
2.28 Provider Disabling Device
Provider Disabling Device refers to tools used by Provider to restrict access.
2.29 Provider Materials
Provider Materials include all software, documentation, and systems provided by Provider.
2.30 Provider Personnel
Provider Personnel means individuals engaged by Provider.
2.31 Provider Systems
Provider Systems includes infrastructure operated by or for Provider.
2.32 Receiving Party
Receiving Party is the party receiving Confidential Information.
2.33 Representatives
Representatives means employees, agents, or advisors of a Party.
2.34 Service Software
Service Software includes all software provided by Provider.
2.35 Taxes
Taxes includes all applicable government-imposed charges.
2.36 Territory
Territory means worldwide.
2.37 Third-Party Materials
Third-Party Materials refers to non-Provider content used in connection with the Services.
3. Services
3.1 User Categories
Provider offers different subscription levels based on the number of Authorized Users. Only Domain Managers (Hub Owner or Hub Administrator) can invite users to collaborate. There are three roles: Project Administrator, Project Editor, and Project Viewer. One of these roles will be assigned to Customer.
3.2 Individual Accounts
Each Authorized User will have their own account to access and use the Hosted Services.
3.3 Service Provision
Subject to compliance with this Agreement, Provider will provide the Services on a 24/7 basis, except for downtime caused by Force Majeure Events, misuse, or authorized suspension.
3.4 Updates to Service Software
Provider may make updates, including bug fixes and improvements, without additional fees. New features or add-on services may incur separate charges and require a new agreement.
3.5 Beta Services
Provider may offer Beta Services at no cost for evaluation purposes. These are not for production use and come without warranty.
3.6 Service and System Control
Provider retains control over the infrastructure and delivery of Services. Customer is responsible for their own systems and data use.
3.7 Data Location
Domain Managers can choose where Customer Data is stored (Canada, US, or EU) during hub creation. This location cannot be changed afterward.
3.8 Service Management
Each Party will assign a Service Manager to coordinate daily operations.
3.9 Changes to Services
Provider may make changes to improve quality, efficiency, or legal compliance. Customer-requested changes require mutual written agreement.
3.10 Use of Subcontractors
Provider may engage subcontractors to deliver Services and remains responsible for their compliance.
3.11 Suspension or Termination of Services
Provider may suspend or terminate Services due to legal requirements, breach, fraud, or inactivity, without liability.
3.12 API Access
If Customer has an API Agreement, API usage will follow those terms along with this Agreement.
4. Subscription Packages
4.1 Subscription Term
Domain Managers may choose monthly or annual subscriptions. Subscriptions auto-renew unless terminated in accordance with this Agreement.
4.2 Payment
Annual subscriptions are paid upfront. Monthly subscriptions are paid upon order and auto-renew monthly.
4.3 Fee Increases
Provider may raise fees, which apply after the current subscription term ends.
4.4 Reimbursable Expenses
Customer agrees to reimburse reasonable out-of-scope expenses.
4.5 Currency
All fees are in U.S. dollars.
4.6 Taxes
Customer is responsible for all applicable taxes, excluding taxes on Provider’s income.
4.7 Payment Method
Payments are made via credit card and processed by Stripe. Provider may change payment processors at any time.
4.8 No Deductions
All payments must be made without deductions or offsets.
5. Authorization and Customer Restrictions
5.1 Authorization
Subject to payment of applicable Fees and compliance with this Agreement, Provider authorizes the Domain Manager and Authorized Users to access and use the Hosted Services within the Territory for Permitted Use. This authorization is non-exclusive and, except as explicitly stated, non-transferable.
5.2 Limitations and Restrictions
Customer shall not, and shall not permit others to:
(a) Copy, modify, or create derivative works of the Services or Provider Materials
(b) Resell, sublicense, lease, distribute, or otherwise make the Services or Provider Materials available to third parties
(c) Reverse engineer or decompile any software within the Services
(d) Circumvent any access controls or security features
(e) Transmit unlawful or harmful content through the Services
(f) Interfere with the operation of the Services
(g) Remove intellectual property notices from the Services or Provider Materials
(h) Use the Services in violation of any law or third-party rights
(i) Use the Services to develop a competing product
(j) Access or use the Services outside the scope of the authorization granted
6. Customer Obligations
6.1 Customer Systems and Cooperation
Customer shall maintain and support their systems used to access the Services and cooperate with Provider as needed.
6.2 Effect of Failure or Delay
Provider is not liable for delays or performance issues caused by Customer’s failure to meet obligations.
6.3 Corrective Action and Notice
Domain Managers must take action and notify Provider immediately upon discovery of any unauthorized use or security breach, using the contact security@anyset.ai.
7. Data Backup
The Services do not replace the need for Customer to maintain data backups. Provider will follow standard industry practices but is not liable for any data loss.
8. Security
8.1 Provider Security Obligations
Provider will implement security measures in accordance with its Privacy Policy.
8.2 Data Breach Procedures
Provider maintains a data breach response plan and will act in accordance with it upon a Data Breach.
8.3 Domain Manager Responsibility
Domain Manager is solely responsible for Customer Data, including its content and security.
8.4 Access and Credential Management
Domain Manager must protect all Access Credentials and control uploaded content in accordance with security protocols.
9. Intellectual Property Rights
9.1 Reservation of Rights
All rights not expressly granted are reserved by Provider and any third-party licensors.
9.2 Ownership of Customer Data
Customer retains ownership of all Customer Data.
9.3 Consent to Use Data
Customer grants Provider and subcontractors the rights needed to perform and enforce this Agreement using Customer Data.
9.4 Data Analysis
Provider may analyze Customer Data using automated tools such as machine learning to improve the Services.
9.5 Mobile Features
Mobile services may be limited by carrier or device compatibility. Provider is not responsible for associated costs or functionality.
9.6 App Store Terms
Use of Apps from the Apple App Store is governed by Apple’s terms. Provider is responsible for the App but not for Apple’s obligations. Users must comply with third-party terms when using mobile applications.
10. Confidentiality
10.1 Confidential Information
Each Party (the "Disclosing Party") may disclose Confidential Information to the other Party (the "Receiving Party"). Confidential Information includes proprietary business, technical, and financial information, whether disclosed orally or in writing, that is designated as confidential or should reasonably be understood to be confidential.
10.2 Exclusions
Confidential Information does not include information that:
(a) Was lawfully known to the Receiving Party before disclosure;
(b) Is or becomes publicly known through no fault of the Receiving Party;
(c) Is received from a third party without breach of any obligation; or
(d) Is independently developed without use of Confidential Information.
10.3 Protection of Confidential Information
The Receiving Party shall:
(a) Use Confidential Information only as permitted under this Agreement;
(b) Limit disclosure to its Representatives with a need to know and under obligations of confidentiality;
(c) Protect Confidential Information using at least the same care it uses for its own sensitive information; and
(d) Be liable for breaches of confidentiality by its Representatives.
10.4 Compelled Disclosure
If the Receiving Party is required by law to disclose Confidential Information:
(a) It must provide prompt notice (unless legally prohibited) to the Disclosing Party; and
(b) It shall disclose only the minimum required information and provide reasonable assistance to seek protective measures.
11. Termination
11.1 Termination Rights
This Agreement may be terminated:
(a) By Provider with written notice if Customer fails to pay amounts due, breaches confidentiality, or is inactive for over 12 months;
(b) By either Party for uncured material breach after 30 days’ written notice;
(c) Immediately by either Party in cases of insolvency, bankruptcy, or cessation of business.
11.2 Effect of Termination
Upon termination:
(a) All rights and authorizations granted will terminate;
(b) Provider will delete Customer Data, subject to legal retention requirements;
(c) Customer must stop using Services and return or destroy Confidential Information;
(d) Provider may retain backup data under standard retention policies;
(e) Hub Owner or Hub Administrator will retain limited access to inactive data for 12 months;
(f) If terminated due to breach by Customer, all remaining Fees become due immediately.
11.3 Surviving Provisions
Sections that, by their nature, should survive termination will continue, including Sections 5.2, 10, 11.2, 11.3, 12, 13, 14, and 16.
12. Representations and Warranties
12.1 Mutual Representations
Each Party represents and warrants that:
(a) It has full legal authority to enter into this Agreement;
(b) This Agreement constitutes a legal, valid, and binding obligation.
12.2 Provider Warranties
Provider warrants it will provide Services in a professional and workmanlike manner consistent with industry standards.
12.3 Customer Warranties
Customer warrants that it owns or has rights to all Customer Data and that its use does not violate any third-party rights or laws.
12.4 Disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13. Indemnification
13.1 Provider Indemnification
Provider will indemnify Customer against third-party claims that the use of Services (excluding Customer Data or Third-Party Materials) infringes intellectual property rights in Canada, subject to exclusions.
13.2 Customer Indemnification
Customer will indemnify Provider against third-party claims arising from:
(a) Customer Data;
(b) Customer-provided materials;
(c) Breach of this Agreement;
(d) Negligence or misconduct by Customer.
13.3 Procedure
The indemnified Party must promptly notify the indemnifying Party, cooperate in the defense, and allow the indemnifying Party to control the defense.
13.4 Remedies
If Services are claimed to infringe IP rights, Provider may:
(a) Obtain a license;
(b) Modify Services to avoid infringement;
(c) Terminate the Agreement with notice.
This Section provides the exclusive remedy for IP infringement claims.
14. Limitations of Liability
14.1 Exclusion of Damages
Except as provided in Section 14.3, in no event shall Provider or its licensors, service providers, or suppliers be liable under any legal theory for:
(a) Loss of production, business, revenue, or profits;
(b) Interruption or delay of Services;
(c) Loss or corruption of data;
(d) Breach of data or system security; or
(e) Any indirect, incidental, consequential, special, punitive, or exemplary damages, even if foreseeable or advised of the possibility.
14.2 Cap on Liability
Except as provided in Section 14.3, Provider’s total liability under this Agreement shall not exceed $100, regardless of the cause of action.
14.3 Exceptions
The exclusions and limitations in this Section do not apply to Provider’s indemnity obligations under Section 13 or to liability arising from gross negligence or willful misconduct.
15. Force Majeure
15.1 No Breach or Default
Neither Party shall be liable for delays or failure to perform due to causes beyond reasonable control, including:
(a) Natural disasters; (b) War or terrorism; (c) Governmental actions; (d) Labor disputes; (e) Internet or utility failures; or (f) Any other event deemed a Force Majeure Event.
15.2 Notification and Mitigation
The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate delays and resume performance.
16. Miscellaneous
16.1 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership or joint venture.
16.2 Public Announcements
Provider may reference Customer in marketing materials unless Customer opts out in writing.
16.3 Communications
Customer consents to receive communications from Provider related to product use and updates. Essential communications may continue even if the Customer unsubscribes.
16.4 Notices
Notices must be in writing and may be delivered by hand, courier, email (with confirmation), or registered mail.
16.5 Interpretation
Interpretation rules include:
- “Including” means “including without limitation”
- Singular includes plural and vice versa
- Headings are for reference only
16.6 Entire Agreement
This Agreement is the entire agreement unless superseded by a prior written contract. Changes must be in writing and signed by both Parties.
16.7 Assignment
Customer may not assign this Agreement without Provider’s written consent. Unauthorized transfers are void.
16.8 No Third-Party Beneficiaries
This Agreement does not confer rights on any third party.
16.9 Amendments and Waivers
Amendments must be in writing. Failure to enforce any term is not a waiver of future enforcement.
16.10 Severability
If any provision is invalid or unenforceable, the remaining terms remain in effect.
16.11 Governing Law and Jurisdiction
This Agreement is governed by the laws of Quebec and the federal laws of Canada. All disputes shall be resolved in the courts of Quebec.
17. Equitable Relief
Each Party agrees that breaches of confidentiality, misuse of the Services, or security obligations may cause irreparable harm. The non-breaching Party may seek equitable relief, including injunctions and specific performance, without posting bond or proving monetary damages.