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AirSuite Inc. Saas Agreement

BEFORE USING SERVICES PROVIDED BY AIRSUITE INC., PLEASE READ CAREFULLY THE FOLLOWING SUBSCRIPTION TERMS AND CONDITIONS. BY ACCEPTING OR USING ANY SERVICES PROVIDED BY AIRSUITE INC., YOU EXPRESSLY AGREE TO BE BOUND BY THESE STANDARD TERMS AND CONDITIONS, INCLUDING ANY FUTURE MODIFICATIONS THERETO (THE “AGREEMENT”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, IT IS YOUR RESPONSIBILITY TO TERMINATE YOUR SERVICES WITH AIRSUITE INC.

1. Parties

This Agreement is between you and AirSuite Inc. (“AirSuite”), an Ontario corporation and the owner of the air-suite.com website and AirSuite application, Cirro. If you are acting on behalf of a company, organization, or another individual, “you,” “your,” and “yourself” refer to that entity or person. By accepting this Agreement, you confirm that you are authorized to act on their behalf and legally bind them to these terms. References to “we,” “us,” “our,” “this website,” or “this site” refer to AirSuite Inc. and the air-suite.com website, including any associated pages, as applicable.

2. Agreement

The agreement between you and AirSuite includes this Agreement, your registration information, our Privacy Policy, and any documents executed, acknowledged, signed or filed in conjunction with the foregoing, all of which are incorporated by reference herein and accessible on our website’s home page. If there is any conflict or discrepancy between this Agreement and any other document relating to the provision of AirSuite’s services, this Agreement shall govern.

3. Modification of Agreement

We reserve the right to modify this Agreement at any time. When we update this Agreement, we will revise the “Last Updated” date at the bottom of the Agreement, and will post the updated agreement on our website, prior to the changes becoming effective. If you continue to use our software or any services ancillary thereto after the date on which this Agreement has changed, you are deemed to have accepted the updated agreement and/or supplemental terms.

4. Subscription Eligibility

Subscriptions are not available to minors under the age of 18 years of age.

5. Services

AirSuite shall provide the Services to you as more specifically set out in one or more Proposals to be executed by both you and AirSuite. The Services are to be provided in accordance with the requirements of the Proposal, and for the applicable Fees detailed in the Proposal. Upon a Proposal becoming effective, it shall form part of this Agreement and be governed by the terms and conditions herein contained.

In this Agreement:

  • “Proposal” means a written agreement between AirSuite and a customer that defines the deliverables, subscription term, pricing, and other terms governing the Servies provided by AirSuite. Each Proposal shall be subject to the terms of this Agreement but may also include additional terms as agreed upon by both AirSuite and you; and
  • “Services” means any services provided by AirSuite to a customer pursuant to a Proposal. The Services include access for the term of your subscription to the selected AirSuite application in the cloud, pursuant to which data synced through our sync software can be viewed in a variety of “management- intelligence” formats that enable you to make informed management decisions. The Services do not include add-on modules or applications that we may offer from time to time at an additional cost. You are not receiving a license to use the Services, only a right of access for the term of your subscription. The AirSuite application is software-as-a-service. We reserve the right to update and modify the Services from time to time.

6. Software License

The Services are enabled by a software application that must be downloaded and installed on your iOS or Android device or cached within a compatible web browser. This software is called Cirro™. By signing up or registering for, or using the Services, you are being granted an individual, limited, non-exclusive, and non-transferable end-user license agreement permitting your use of Cirro™, on the terms and conditions set forth in this Agreement; and without limiting any of the other provisions herein, you understand and acknowledge that:

  1. The Software licensed under this Agreement consists of computer programs in compiled, object code form, and provided as web applications referred to as Cirro™ (the “Software”).
  2. The term of the license granted herein for the registered version of the Software shall be on a subscription basis beginning on the first day of the Term (as the term is defined below) and continuing for so long as you have a valid subscription for the Services.
  3. If you are a registered user of the Software, you are granted non-exclusive rights to install and use the Software on any mobile device, computer, or workstation and/or to install and use the Software and/or transmit the Software over an internal computer network.
  4. You may not:
    1. permit others to use the Software, except as expressly provided above for authorized network use;
    2. modify or translate the Software;
    3. reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law;
    4. create derivative works based on the Software;
    5. merge the Software with another product;
    6. copy the Software, except as expressly provided above; or
    7. remove or obscure any proprietary rights notices or labels on the Software.
  5. AirSuite Inc. owns the Software, any physical copies thereof, and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software’s design and coding methodology. The Software is protected by Canadian copyright laws and international treaty provisions. This Agreement provides you only a limited use license, and no ownership of any intellectual property. We may require you to return or transfer possession of the Software to us, whether physical or digital, at any time, for such purposes as reissuance, replacement, compliance, or any other reason deemed necessary by AirSuite in our sole discretion.

7. Subscription Use and Responsibilities

Subject to the terms and conditions of this Agreement, and our Privacy Policy, you may access and use the Services. By signing up or registering for, or using, the Services, you agree as follows:

  1. Authorized Access & Security you will be granted authorized login protocols for the Services, and you agree not to use the Services in excess of your authorized login protocols. You agree not to access (or attempt to access) this site by any means other than through the interface we provide, unless otherwise agreed to in writing. You agree not to access (or attempt to access) this site through any automated means (including use of scripts or web crawlers), except where documented public application programming interfaces (APIs) allow. You shall manage and be responsible for ensuring the security, confidentiality and authorized use of your authorized login protocols and passwords. You may not allow any person to share or use your authorized login protocols to access or use the Services and shall notify us promptly of any unauthorized access or use upon becoming aware of the same.
  2. Prohibited Actions. You shall not (i) resell, sublicense, transfer, assign, or distribute the Software, Services, or content, (ii) modify or make derivative works based upon the Software, its Services or content, (iii) “frame” or “mirror” the Software, Services or content on any other server or Internet-enabled device, (iv) reverse engineer, decompile, or disassemble the Services or the Software for any purpose, (v) interfere with or disrupt the integrity or performance of the Services, or third-party data contained therein, or (vi) attempt to gain unauthorized access to our related systems or networks
  3. Acceptable Use. You are not authorized to, and you agree not to use our Services or servers (i) for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable (the designation of any such materials is entirely at our sole discretion), (ii) for any illegal or illegitimate business purpose, or (iii) to transmit any spam, malware, or virus.
  4. Updates & Modifications. You must accept all updates, fixes, and upgrades to the applications for which you are subscribing. We may modify, enhance, replace, or make changes to the Services, in our sole discretion at any time and from time to time; provided that for any paid subscriptions, we will endeavour to maintain reasonable equivalence in terms of features and capabilities.
  5. Communication & Marketing. For the purposes of customer service, technical support, interaction with customers, and marketing services or products of third parties with whom we have (now or in the future) agreements that allow such marketing, we and/or such third parties may periodically send you messages of an informational or advertising nature via email, messaging, or other means. We may share your account information with affiliated parties. If you are subscribing to a paid AirSuite application, you may “opt out” of receiving these messages or information sharing by sending an email to [email protected] requesting opt out and specifying which messages you wish to opt out of. You acknowledge that by “opting out” you will not receive messages about upgrades and enhancements; however, we may still send messages of a technical nature. If you are subscribed to a free AirSuite application, you agree to receive the messages described in this subsection, in consideration of us providing the Services for which you are subscribed, and you may not opt out.
  6. Use of Company Name. We may use your company name in a general (but not necessarily complete) list of our customers, for so long as you or your company is a subscriber.
  7. Data Responsibility. You are responsible for securing, storing, and/or backing up any sensitive information, including without limitation, your Customer Data (as defined in Section 14.3) and we are not liable for the loss or corruption of any data.
  8. Printed Reports. You acknowledge that the ability to print data and reports from the Software shall be used solely for the purposes set out in this Agreement and on the air-suite.com website. More specifically, you agree that any printed reports cannot be relied upon for navigation purposes, and you shall not print any reports for navigation purposes.
  9. User Equipment. You are solely responsible for obtaining, operating, maintaining, and keeping secure, all computers, equipment and communication services required to access the Services through the Internet and to use them within your facilities, and all expenses related thereto.
  10. Compliance with Laws & Regulations. You are responsible for ensuring that your use of the Software and/or Services complies with all applicable local, national, international laws and industry regulations.
  11. Account & Subscription Management. You are responsible for managing your subscription plan, including renewals, cancellations, and any changes to account settings. Failure to cancel a subscription before the renewal date may result in automatic charges.
  12. Free Trials. If we offer a free version of our application, and you are subscribed to a free version, the term of the subscription is month-to-month and is subject to termination by us at any time, without notice.

8. Ownership

The Software, Services, and all materials provided on this site are protected by law, including, but not limited to, Canadian copyright law and international treaties. All copyrights, trademarks, and intellectual property rights related to the Software and Services are exclusively owned by AirSuite. Except for the limited rights granted in this Agreement, all rights are reserved by us, and no rights, express or implied, transfer to you. You also acknowledge and agree that any suggestions, ideas, enhancement suggestions or requests, feedback, or recommendations that you provide relating to the Software or the Services become AirSuite’s sole property, and you are not entitled to any compensation or other benefit on account thereof. No license, right, or interest in our logos or Trademarks is granted to you under this Agreement, and you agree not to remove any product identification or notices of proprietary restrictions. “Trademarks” means all the trademarks and trade names, whether or not registered, owned by or licensed to AirSuite and which appear on the air-suite.com site, Software, Services or related materials.

9. Subscription Term

  1. Term. The term of your subscription will begin on the date indicated in the Proposal and continue for the period set forth therein, subject to earlier termination in accordance with this Agreement (the “Term”). You may purchase one or more additional subscriptions at any time in accordance with the terms and conditions posted on the site.
  2. Renewal. Unless otherwise specified in this Agreement, the Term shall automatically renew on its anniversary date. The pricing for the current Services during any renewal term shall be the same as that during the prior term unless we have given you written notice of a pricing change at least 60 days before the end of such prior term, in which case the pricing change shall be effective upon renewal and thereafter, or a pricing change has been mutually agreed to in writing.

10. Termination

  1. You agree that we may terminate your account and access to the Services without prior notice, upon the occurrence of any one of the following:
    1. any breach of this Agreement, including without limitation, any failure to pay fees as they become due, any specified reason for termination in this Agreement, or any unauthorized use of the air-suite.com site, the Software or Services,
    2. if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or iii. to comply with requests by law enforcement or other government agencies.

Termination of your account includes (i) removal of access to all Services, and (ii) deletion of your login data, password, and all related information. Further, you agree that any termination shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Services.

If we terminate this Agreement pursuant to this Section 10 (1) we may elect, in our sole discretion, not to refund any prepaid fees or other amounts to you, and you consent to our retention of such fees or other amounts, subject to the terms and conditions set forth in this Agreement (including, without limitation, Section 28 (Arbitration)).

  1. If we elect to terminate this Agreement for any other reason, or if you elect to terminate this Agreement on the basis of our material breach, provided you have given us 30 days’ notice of intent to terminate and we have not resolved the breach within that 30-day period, then we will give you a pro-rated refund of any non-accrued, prepaid fees you have paid for the balance of the Term that would have been applicable but for the termination, less any costs incurred to terminate this Agreement.

You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing your account. If you knowingly share your login ID and password with another person who is not authorized to use the Services, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login ID, password, or account or any other breach of security. You agree not to allow any third-party access to your account for purposes of using the Services under your name, and you acknowledge that any such use is prohibited and grounds for termination of your account. We may audit your account to confirm authorized or unauthorized use.

12. Subscription Fees; Periodic Payment; Free Trials.

  1. Subscription Fees. In consideration of the provision of the Services by AirSuite and the rights granted to you under this Agreement, you shall pay the fees set out in the applicable Proposal, which may include any one or more of the following:
    1. a monthly recurring fee;
    2. a one-time fee;
    3. a professional service fee; and/or
    4. any other fees charged by AirSuite for ad hoc services as requested or consumed by the customer and provided by AirSuite.
  2. Payment. Payment of subscription fees may be by credit card online at the air-suite.com site or through any other approved payment method. All subscription fees are non-refundable, unless otherwise agreed to in writing. If we are unable to process payment from your credit card for any reason, or if a previously processed payment is reversed or disputed (chargeback), we reserve the right to suspend or terminate your account and access to the Services, and take any available legal or collection actions to recover the outstanding amount. Your card charge will begin upon activation of your account, regardless of when you start using the application or Services.
  3. Credit Card Authorization. You hereby authorize AirSuite to charge the credit card used in the registration process. Charges will be for access to the AirSuite application selected (and for any add-on modules selected), for the dollar amount and billing periods (including recurring billing periods and charges) specified in the registration process, including charges for any renewal subscription term(s), if applicable. You are responsible for providing us with valid credit card information, including complete and up to date billing and contact information. If the credit card authorization fails, we will request updated credit card information. However, if you do not provide updated credit card information that successfully authorizes within 72 hours after notice, we may terminate your account and rights to all Services from the Software.
  4. Free Trials. If you initially subscribed pursuant to a free-trial offer, your credit card information will be taken, but your card will not be charged until the end of the free trial. If you cancel prior to the end of the free trial, your card will not be charged. If you do not cancel at least ten (10) days prior to the end of the free trial, your card will be automatically charged upon the expiration of the free trial and on a recurring monthly basis thereafter until you either cancel or change to annual billing. We may terminate any free trial anytime at our sole discretion. The limited warranty set forth in Section 16 does not apply during any free-trial period.
  5. Missed Payments. If any amount owing by you under this Agreement becomes overdue, we may, without limiting our other rights and remedies, suspend access to the Services until such amounts are paid in full. If any fees are not paid by the due date, then at our discretion such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. You shall have no right to a refund for any period of suspension due to late payment.
  6. No Right of Set-Off. You agree that all subscription fees and other payments due under this Agreement shall be paid in full, without any right of set-off, deduction, or counterclaim. You may not withhold or reduce any payment due to AirSuite based on any dispute, claim, or alleged obligation owed to you by AirSuite or any third party.

13. Technical Support; Integration

We will answer questions by phone or email during our regular business hours regarding the use of the Services. Our regular business hours currently are 9 am to 5 pm Monday to Friday, EST, excluding holidays. Our response time will generally be within four hours after a help request is submitted through our system or the next business day if the request is submitted on a non-business day or on a business day with less than five hours remaining in the day at the time submitted. Unless otherwise agreed to in writing with us, all integration and configuration requirements are your responsibility to implement, and in any event are solely at your expense. We will, however, answer any questions you may send via email to our technical support during normal business hours. Email and phone support are provided at no charge. We are not obligated to provide any maintenance or similar support, and we do not provide technical support for any non-AirSuite applications, software, or operating systems. After-hours support services, if requested, will be handled on a best effort basis, and may result in additional charges to you, at AirSuite’s sole discretion.

14. Data Management, Use, and Security

  1. You acknowledge that we may directly and remotely communicate with devices synced to the AirSuite application for purposes consistent with the provision of the Services, including, without limitation, (i) collection and consolidation of user and company data from the synced application(s), (ii) verifying your credentials, (iii) issuing reports and alerts such as automated support requests and alert messages, (iv) providing upgrades, fixes, maintenance, configuration protocols, or similar actions as we deem appropriate for provisioning the Services and the Software, and (v) extracting usage information, service performance information, and data logs. These communications may include, without limitation, SMS text messages and other push notifications.
  2. Data collected may include proprietary and/or personal information, including, without limitation, names, email addresses, telephone numbers, and other contact details, account usernames, and IP addresses (collectively referred to as “Personal Information”). Data collected may also include; usage data (login history, feature interactions), technical data (device type, browser, error logs), behavioral data (email engagement, preferences), and customer support data (help desk requests, feedback) (collectively referred to as “Customer Data”).
  3. ALTHOUGH WE MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE PROTECTION OF CUSTOMER DATA, INCLUDING, LIMITING INTERNAL ACCESS TO SUCH DATA TO ONLY THOSE EMPLOYEES OF OURS THAT HAVE A VALID REASON AND NEED TO OBTAIN ACCESS TO SUCH CUSTOMER DATA, BY USING OUR SERVICES YOU EXPRESSLY ACKNOWLEDGE THAT WE CAN NOT PROVIDE OR GUARANTEE ABSOLUTE SECURITY OF CUSTOMER DATA.
  4. Our collection, use, and disclosure of Personal Information is governed by the terms of our Privacy Policy, as amended by us from time to time, which can be found and reviewed here.

15. Service Level Agreement

  1. AirSuite will make reasonable efforts to ensure no disruption to your use of the Services; provided however, you acknowledge and agree that there may be occasional downtime to AirSuite Services for:
    1. scheduled maintenance,
    2. upgrades,
    3. a problem caused by you,
    4. taking the application offline as a cybersecurity defensive measure, denial-of-service, or similar attacks, and/or
    5. force majeure.

You acknowledge and agree that AirSuite may schedule and perform emergency maintenance when deemed necessary by AirSuite in its sole discretion. AirSuite shall make its best efforts to notify you of any emergency maintenance and its expected duration. For clarity, emergency maintenance is not considered a period of downtime for the purposes Subsection 15.1.

16. Limited Warranty

  1. We warrant that during the Term, the Software and the Services will operate in substantial conformance with the then-current advertised standards, under normal use. We will use reasonable efforts to remedy any significant non-conformance in the Software or the Services that is reported to us and that we can reasonably identify and confirm.
  2. Provided your subscription is in good-standing, and you are not in breach of this Agreement, we will extend credit via an extension of your subscription for any Services downtime you incur as a result of our breach of this warranty calculated as follows: for each day or partial day of downtime caused by our breach of the limited warranty set forth in this Section 16, you will receive two days of extension of the Services for which you are subscribed, at no charge. This Section 16 sets forth your sole and exclusive remedy and our entire liability for any breach of warranty or other duty relating to the Software or the Services. Any unauthorized modification of the Software or the Services, tampering with the Software or the Services, use of the Software or the Services in a manner inconsistent with the intended uses, or any other breach of this Agreement by you voids this limited warranty. This warranty does not apply to any AirSuite application subscribed for on a free basis.

17. Warranty Disclaimers

Except as may be expressly provided elsewhere in this agreement, (1) the Services, Software, content, and products on the air- suite com site are provided “as is” and with all faults, (2) neither we nor any of our licensors, suppliers, or resellers make any representation or warranty of any kind, express or implied, with respect to such products, services, software, and/or content, and (3) AirSuite and its licensors, suppliers, and resellers specifically disclaim, to the fullest extent permitted by applicable law, any and all warranties, express or implied, relating to the air suite com site or products, the Services, Software, and/or content acquired from the air suite com site, including, but not limited to, any implied warranties of title, merchantability, completeness, timeliness, correctness, non-infringement, fitness for any particular purpose, system integration, or data accuracy.

Neither AirSuite nor its licensors, suppliers, or resellers represent or warrant that the air-suite com site, the Software, the products, the Services, and/or content:

  1. will be secure, timely, uninterrupted, or error free,
  2. operate in combination with any other hardware, software, system or data,
  3. will meet your requirements or expectations or any particular criteria of performance, quality, accuracy, purpose, or need, or
  4. will be free of defects, viruses or other harmful components. These disclaimers constitute an essential part of this agreement. No purchase or use of the items and/or services offered by the air suite com site is authorized hereunder except under these disclaimers. If implied warranties may not be disclaimed under applicable law, then any implied warranties are limited in duration to the period required by applicable law.

18. Limitation of Liability

  1. Except as expressly provided in this Agreement, neither AirSuite nor any of its officers, directors, employees or other representatives shall be liable for damages of any kind arising out of or in connection with your use of the Services, the Software, or any other products provided by AirSuite.
  2. IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL AIRSUITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND/OR ITS LICENSORS, SUPPLIERS, OR RESELLERS BE LIABLE TO YOU OR YOUR LICENSORS, SUPPLIERS, OR RESELLERS FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, GOODWILL, WORK STOPPAGE, OR COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, THE SOFTWARE, THE SITE, AND/OR THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES OR THE AIR-SUITE.COM SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF AIRSUITE OR AIRSUITE’S LICENSORS, SUPPLIERS, OR RESELLERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, AIRSUITE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE CAUSED, CONTRIBUTED OR FACILITATED BY ANY THIRD-PARTY ACCESS TO THOSE NETWORKS, SYSTEMS OR APPLICATIONS USED BY AIRSUITE AND YOU AS PART OF THIS AGREEMENT.
  3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AIRSUITE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY YOU FOR THE SERVICES OVER THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (B) ONE HUNDRED DOLLARS.

19. Indemnities

  1. YOU AGREE TO INDEMNIFY AND HOLD AIRSUITE, AND ITS OFFICERS, DIRECTORS, EMPLOYEES LICENSEES, OR OTHER REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION, OF ANY THIRD-PARTY, RELATED TO OR ARISING FROM THE PROVISION OF THE SERVICES, OR ANYTHING ANCILLARY THERETO, INCLUDING WITHOUT LIMITATION, ANY CLAIM THAT CUSTOMER DATA INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR ANY SUCH CLAIMS WHICH ALLEGE NEGLIGENT ACTS OR OMISSIONS OF AIRSUITE OR ITS AGENTS, DIRECTORS, EMPLOYEES, LICENSEES OR OTHER REPRESENTATIVES.
  2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AIRSUITE, SHALL NOT HAVE ANY LIABILITY TO YOU, YOUR RESPECTIVE HEIRS, ADMINISTRATORS, EXECUTORS, ASSIGNS, SUCCESSORS, OR INSURERS, IN CONNECTION WITH, OR AS A RESULT OF, ANY ACTIONS, OMISSIONS, OR BREACHES OF AIRSUITE, OR ITS AFFILIATES (OR THIRD PARTY PROVIDERS) WITH RESPECT TO THIS AGREEMENT, AND THE PROVISION (OR NON-PROVISION) OF THE SERVICES HEREUNDER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

20. Confidential Information

  1. During the Term of this Agreement, the Parties acknowledge and agree that it will be necessary to disclose or make available to the other Party non-public proprietary and confidential information, including, but not limited to, information relating to a Party’s business operations, financials, research, software, trade secrets, discoveries, ideas, designs, drawings and marketing plans (“Confidential Information”).
  2. When disclosed in writing or other tangible form, the disclosing Party shall clearly designate Confidential Information as “CONFIDENTIAL” or, if disclosed orally, identify Confidential Information as confidential when disclosed. However, in any event, all non-public information that we provide regarding the Services, including without limitation, our pricing, marketing methodology, and business processes, shall be deemed Confidential Information.
  3. The receiving Party shall:
    1. protect and safeguard the confidentiality of the disclosing Party’s Confidential Information with at least the same degree of care as the receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
    2. not use the disclosing Party’s Confidential Information or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and
    3. not disclose any such Confidential Information to any third party without the prior written consent of the disclosing Party, except to the receiving Party’s employees or agents who need to know the Confidential Information to assist the receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
  4. No obligations will arise under Section 20.3 of this Agreement if the Confidential Information:
    1. is already, or otherwise becomes, publicly known by third parties by no act or omission of the receiving Party;
    2. is lawfully received, after disclosure hereunder, from a third party having the right to disseminate the Confidential Information without restriction on disclosure;
    3. is furnished to others by the disclosing Party without restriction on disclosure; or
    4. after being proved by the receiving Party, was independently developed by the receiving Party prior to the execution of this Agreement.
  5. The Parties agree that any breach of Section 20 of this Agreement by either Party, or any of its officers, directors, employees or agents, may cause immediate and irreparable injury to the other Party and that, in the event of such breach, the injured Party will be entitled to seek injunctive relief as well as any and all other remedies at law or in equity.

21. Intended Use and Jurisdiction Limitation

The Services and Software are primarily designed for use in North America. However, AirSuite also markets and provides its Services to business users in a wide range of jurisdictions globally, including but not limited to the European Union (EU), the European Economic Area (EEA), the United Kingdom (UK), Asia-Pacific (APAC), Latin America (LATAM), the Middle East, and Africa, subject to the following conditions.

AirSuite complies with all applicable data protection and privacy regulations when processing personal data, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”) for individuals located in the EEA, the UK, and Switzerland. Where applicable, AirSuite acts as a data controller or data processor, as defined under relevant laws, and processes such data in accordance with its Privacy Policy & Notice and Privacy Data Protection Policy.

Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), under which AirSuite operates, is recognized by the European Commission as providing an adequate level of data protection under the GDPR.

Notwithstanding the above, users located outside Canada and the United States access and use the Services at their own risk and are solely responsible for compliance with any local laws or regulations applicable to their use of the Services, including but not limited to laws relating to data privacy, consumer protection, regulations governing the import, export, or use of Software and Services.

AirSuite makes no representations or warranty that the Services are appropriate or legally permissible in any specific jurisdiction outside of North America. To the fullest extent permitted by applicable law, AirSuite disclaims all liability related to non-compliance by users with such local requirements.

This Agreement shall be governed exclusively by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of law principles. All disputes shall be subject to the exclusive jurisdiction of the courts located in Ontario, Canada. The availability or marketing of the Services in other jurisdictions does not constitute a submission to the laws or courts of those jurisdictions.

AirSuite reserves the right to restrict or terminate access to the Services at its sole discretion.

22. Onward Transfer of Personal Information Outside Your Country of Residence

Any Personal Information that we may collect on the air-suite.com site or through the Software or Services, and all Customer Data, will be stored and processed in our servers located only in Canada and the United States. If you reside outside one of these countries, you consent to the transfer of personal information outside your country of residence to the other.

23. Export Control

The Software provides Services and uses software and technology that may be subject to export controls. The user of the Software (“User”) acknowledges and agrees that the air-suite.com site, the Software, and the Services shall not be used in, and none of the underlying information or technology may be transferred or otherwise exported or re-exported to, countries to which Canada maintains an embargo (collectively, “Embargoed Countries”). By using the Software and/or Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country. You agree to comply strictly with all Canadian export laws and regulations and assume sole responsibility for obtaining licenses to export or re-export as may be required. You agree not to export or re-export the Software in violation of any such restrictions, laws or regulations, or without all necessary approvals. By downloading or using the Software and/or the Services, you agree to the foregoing restrictions and represent and warrant that you will comply with these conditions, and agree to indemnify and save harmless AirSuite, its agents, officers, directors, employees, consultants, successors and assigns from and against the consequences of any breach of this Section.

24. Registration Data

  1. Registration is required for you to establish an account at the air-suite.com site. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form (“Registration Data”), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate the right to use your account.
  2. By providing us Registration Data you agree that we may (i) convert such Registration Data into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of using digital information, and (ii) combine the Registration Data with other content provided by us in our sole discretion.

25. Monitoring

We reserve the right to monitor your access and use of air-suite.com and the Software without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible through the Privacy Policy link on air-suite.com’s home page.

26. Security

You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. We shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, we cannot provide or guarantee absolute security. We will report to you, any unauthorized access to your data within a reasonable amount of time upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.

27. Notices

We may give notice to you by means of (i) a general notice in your account information or, if the notice is general in nature (not specific to you), by posting on our website , (ii) electronic mail to your e-mail address on record in your Registration Data, or (iii) written communication sent by first class mail to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing by first class mail, or 12 hours after sending by email. You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: (a) electronic mail to [email protected], with “Customer Notice, Attention: Manager of Customer Support” in the subject line; (b) written communication sent by first class mail to our address provided in this Agreement (as it may be changed as provided in any modification of this Agreement); or (c) written communication to our address delivered by a nationally-recognized overnight delivery service.

Our current address for notice is AirSuite Inc., Suite 109, 1205 Amber Drive, Thunder Bay, Ontario, Canada, P7E 6M4 in either case, addressed to the attention of “President of the Company”. Notices will not be effective unless sent in accordance with the above requirements.

28. Arbitration

Except for any action to protect intellectual-property rights or to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement shall be submitted to and finally resolved under the Arbitration Rules of the ADR Institute of Canada, Inc. then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with ADR rules. The arbitration shall take place in Thunder Bay, Ontario, Canada, and may be conducted by telephone or online. Both parties waive any objections or defense based on lack of personal jurisdiction or venue. The arbitrator shall apply the laws of the Province of Ontario, Canada to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Each party shall bear its own costs of arbitration. Arbitration fees shall be split equally between the parties. Should either party file an action contrary to this provision, the other party may recover reasonable attorney’s fees and costs incurred as a result of such filing.

29. Jurisdiction and Venue; Applicable Law

The courts in Thunder Bay, Ontario, Canada shall be the exclusive jurisdiction and venue for all legal proceedings under this Agreement. You waive any objections or defense based upon lack of personal jurisdiction or venue. The laws of the Province of Ontario, Canada shall apply to all issues in dispute, excluding its rules regarding conflicts of law.

30. Severability

If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

31. Force Majeure

We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, internet disruptions, hacker attacks, or communications failures.

32. Survival

Any provisions of this Agreement the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this Agreement.

33. Assignment

You may not transfer any of your rights to use the Software or the Services or assign this Agreement to another person or entity without first obtaining prior written approval from us. We agree not to withhold approval unreasonably. We may assign any of our rights and/or obligations under this Agreement, and we agree to notify you promptly of any such assignment.

34. Entire Agreement

This Agreement, including any applicable Proposal(s), constitutes the entire understanding of the parties with respect to the air-suite.com site, the Software, and the Services, and supersedes all prior communications, representations, and agreements.

> Last Updated: April 22, 2025