Trusty Ox Systems Ltd. Website Terms of Use and Notices for Users

Effective Date: July 1, 2014
Last Updated: July 31, 2024

THIS IS AN AGREEMENT BETWEEN YOU AND PEOPLESAFE PERSONAL SAFETY LTD.

This is an agreement (“Agreement”) between you, the person, proprietorship, partnership, charity or company or other entity using a Website, a Service or Software (herein referred to as “You” and/or “Your” as applicable) and Peoplesafe Personal Safety Ltd. (“PPS”) which has its registered office located at Suite 300-848 Courtney Street, Victoria, BC, V8W 1C4.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, and in consideration of the terms and conditions contained herein, the parties agree as follows:
This Agreement governs Your use of any Website owned or operated by PPS, Your use of any Service provided by PPS and Your use of any Software developed by PPS, all of which IS CONDITIONAL ON YOUR ACCEPTANCE OF, AND COMPLIANCE WITH, THIS AGREEMENT WITHOUT MODIFICATION.

1.1 Definitions
In this Agreement, in addition to other terms defined herein, the following capitalized terms shall have the following meanings:
(a) “Agreement” means this agreement, any confirmation of enrolment email sent to You confirming the Services subscribed for and/or any subsequent change of subscription notification email sent to you to confirm revisions to Your subscribed Services and, if applicable, a mutually agreed and signed Schedule 1, all of which are incorporated herein by reference.
(b) “Business Day” means a day other than Saturday, Sunday and Statutory Holidays in the Province of British Columbia, Canada.
(c) “Charge” means the fees due for any and all Services provided, licenses granted and access to Websites or Software given by PPS, including any additional service charges included on Your statement, as set out in this Agreement.
(d) “Commencement Date” means the date on which You first had access to or used or installed a Website, a Service or the Software.
(e) “Confidential Information” means any information of a confidential or proprietary nature (irrespective of the form of presentation or communication) relating to the business, operations, customers, sales, processes, budgets, software, smart phone apps, maps, product information, know-how and strategies of PPS.
(f) “Database” means any data entered into or contained within a Website or the Software, including, but not limited to, that entered by You, Your agents, Your sub-contractors, Your employees, Your customers or PPS. The Database includes all of the data held in a Website, or the Software, including any derivative datasets that may be created from it.
(g) “Due Date” means the anniversary day of the Commencement Date each calendar month. For the avoidance of doubt, if Your Commencement Date was March 9, Your Due Date would be the 9th day of each subsequent calendar month.

(h) “Enhanced Monitoring” means the component part of the Service in relation to Enhanced Monitoring, which applies where You have subscribed to the Enhanced Monitoring service as part of this Agreement, and which is subject to the limitations, terms and conditions set forth in Section 26 below.
(i) “Intellectual Property” means all intellectual property rights (whether registered or unregistered) including but not limited to copyright, database rights, trade secrets, industrial designs, algorithms, designs, patents, moral rights and trademarks.
(j) “Live Monitoring” means the component part of the Service in relation to Live Monitoring, which applies where You have subscribed to the Live Monitoring service as part of this Agreement, and which is subject to the limitations, terms and conditions set forth in Section 25 below.

(k) “Materials” means all documents and information delivered by PPS to You with respect to a Website or the Software or a Service in any form or medium whatsoever including, without restricting the generality of the foregoing, Websites or Software in any media, samples, prototypes, drawings, visual media, video, printed documents, training material or presentations.
(l) “Schedule 1” means the document which outlines additional, agreed terms between You and PPS. Schedule 1 may include, but is not limited to, such details as a set-up fee, a minimum monthly fee, Your license fee, the fee for Your Service, additional service level terms, the decision to use the live monitoring service, live monitoring plan details, voicemail instructions, outside of plan fees per minute, escalation procedures, live monitoring service termination points and Your contact details. For the avoidance of doubt, in the absence of a signed Schedule 1, the Charges outlined on Your invoice each month shall be deemed the going-rate and You agree to pay these Charges in accordance with the terms of this Agreement and the Services indicated in any confirmation of enrolment or subsequent change of subscription notification email are the Services You have agreed to subscribe for. Any additional terms outlined on Your invoice each month shall also be deemed the agreed terms for PPS’s delivery of the Websites, Software or Services to You.
(m) “Service” means the combination of any Website, Software, Live Monitoring, Enhanced Monitoring, documentation, training, guidance, business processes, video, live monitoring, presentations, consultancy, support or other services which may be provided by PPS to You in order to fulfil PPS’s obligations under this Agreement and as confirmed in your enrolment notification email or modified by a subsequent change of subscription notification email. For the avoidance of doubt, the Service also includes the set-up process or data processing done on Your behalf by PPS.
(n) “Set-up Fee” means the fee payable for the initial set-up of the Website, the Software and the system in general.
(o) “Software” means any software supplied by PPS as part of the Service. This includes, but is not limited to the Website(s) provided by PPS and the various smart phone applications provided by PPS.
(p) “Technology” means the apparatus, processes, methods, algorithms, software, designs, inventions, technical know-how, information and materials, whether or not they are the subject of the Patents and Registrations, copyright, trade secrets or other forms of Intellectual Property, owned by PPS and embodied in the Software, Software updates, Websites or the Materials supplied to You in any form by PPS pursuant to this Agreement.
(q) “Term” means the initial term of this Agreement which is one month from the Commencement Date and all subsequent Renewal Terms.
(r) “Trademark” refers to PPS’s trademarks, registered or otherwise, including, but not limited to “Ok Alone”, or any such other name or design as may be specified by PPS or used in connection with the Websites or the Software.
(s) “Website” or “Websites” any website or webpage owned or operated by PPS.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 10, 11, and 12); AND AN EXCLUSIVE REMEDY (See Section 11). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST PROVIDE WRITTEN NOTICE TO PPS THAT YOU WANT PPS’S SERVICES TO YOU TO BE STOPPED IMMEDIATELY. FAILURE TO PROVIDE SUCH NOTICE WITHIN FOURTEEN DAYS OF YOUR FIRST ACCESS TO A WEBSITE SHALL BE DEEMED AS YOUR ACCEPTANCE OF THESE TERMS.

HOW PPS MAY MODIFY THIS AGREEMENT

PPS reserves the right to change the terms, conditions, privacy policies, and notices under which it offers a Website, a Service or its Software, including but not limited to any Charges associated with the use of a Website, a Service or Software, at its sole discretion and without notice. You are responsible for regularly reviewing these terms, conditions, privacy policies and notices, and any additional terms posted on a Website, statement, invoice or email. Your continued use of a Website, Service or Software after the effective date of any such changes constitutes Your acceptance of and agreement to said changes.

ADDITIONAL TERMS

Any Website, Service or Software may itself contain additional terms (for example, codes of conduct or guidelines) that further govern use of that Website, Service or Software, including without limitation, particular features or benefits (for example, escalation procedures, directions or participation in an online forum). If any terms contained in this Agreement conflict with any terms contained within a PPS Website, Service or Software, then the terms in this Agreement shall control. In addition, Your use of the Websites, Service and Software are subject to and governed by the terms of PPS’s privacy policy, which can be viewed at https://www.okaloneworker.com/work-alone-monitoring-privacy (as may be amended, restated, replaced or superseded from time to time, the “Privacy Policy”). The Privacy Policy is incorporated by reference into and forms part of this Agreement.

LINKED SITES AND SERVICES NOT CONTROLLED BY PPS

PPS prohibits caching, unauthorized hypertext links to the Websites. PPS reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for any services, software or content available on any other Internet sites linked to a Website (each, a “Linked Site”). Access to any Linked Sites is at Your own risk. You should be aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided in this Agreement or that may otherwise apply in respect of a Website, Services or Software. PPS is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.
Some of the Websites, Software and/or Services may be accessible, or give You the ability to use such Software and/or Services, on or through a website, service or device not controlled by PPS or a PPS Party. For example, You may download install or access the Software and/or Services through a mobile or web-based online marketplace or have the option to use the Websites, Software and/or Services online on servers not owned or controlled by PPS or a PPS Party, or PPS may make the Websites, Software and/or Services through servers that are not owned or controlled by PPS or a PPS Party. PPS takes no responsibility for Your use or access of the Websites, Software and/or Services through or on any third party website, service or software not controlled by PPS or a PPS Party and otherwise has no control over how such websites, services or software are offered, administered or operated. Any such use of serviced not controlled by PPS is at Your own risk and may subject You to additional or different terms and conditions imposed by the third party that owns and controls such websites, services or software.

NO UNLAWFUL OR HARMFUL USE OF THIS WEBSITE

You will not use a Website, Service or Software in any way that is unlawful, or harms PPS, its affiliates, customers, resellers, distributors, partners and/or suppliers, Your customers, or any other third parties (each, a “PPS Party” and collectively, the “PPS Parties”) or any customer of an PPS Party, as determined in PPS’s sole discretion. PPS may tell You about certain specific harmful uses in a code of conduct or other notices available through a Website, but has no obligation to do so. You may not use a Website, Service or Software in any way that breaches any code of conduct, policy or other notice applicable to a Website, Service or Software. Without limiting the generality of this section, You may not use a Website, Service or Software in any manner that could damage, disable, overburden, or impair any Website, Service or Software (or the network(s) or servers connected to, hosting or supporting any Website, Service or Software) or interfere with any other party’s use and enjoyment of any Website, Service or Software. Failure to do so may result in Your loss of access, without any recourse by You, to the Website, Service or Software or any combination thereof.

INFORMATION YOU POST OR PROVIDE; COMMUNICATIONS MONITORING

For information You post or otherwise provide to PPS through a Website, Service or Software, including but not limited to Your monitor information, worker information, email, sms, fax, contact details, telephone numbers, logos, locations, GPS co-ordinates, password, escalation procedures, monitoring hours, account settings, images, trademarks, customer names/addresses or order details (each, a “Submission”), You grant PPS a perpetual, royalty free, sub-licensable, fully transferable license to all of Your rights, including any intellectual property rights and associated moral rights in the Submission including, but not limited to the rights to: (1) use, copy, distribute, transmit, publicly display, reproduce, edit, modify, translate and reformat Your Submission; and (2) to sublicense these rights, to the maximum extent permitted by applicable law. At PPS’s sole discretion, PPS may remove Your Submission from a Website, a Service or Software at any time without recourse by You. For each Submission, You warrant that You have all rights necessary for You to make the grants in this section, including, without limiting the generality of the forgoing, all necessary tights to Intellectual Property in such Submission. To the maximum extent permitted by applicable law, PPS may monitor Your e-mail, or other electronic communications and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring Your compliance with this Agreement, and protecting the rights, property, and interests of PPS Parties or any customer of a PPS Party or any governmental body.

FEEDBACK

Any and all creative suggestions, ideas, notes, drawings, concepts, feedback or other information that you provide to PPS (collectively, “Feedback”) are deemed to be the property of PPS and PPS will own all now known or hereafter existing copyrights and all other intellectual property rights to all Feedback of every kind and nature, worldwide and in perpetuity, and you hereby assign to PPS all such Intellectual Property rights to the extent owned by you.
In the event that any of the Feedback is not assignable, you agree that PPS is irrevocably, throughout the world and in perpetuity, entitled to use reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, creative derivative works from and distribute any Feedback for any purpose whatsoever, commercial or otherwise, in any medium now known or hereafter devised, without compensation or credit to the provider of the Feedback, including sublicensing any third party to do any or all of the foregoing.
You agree, at PPS’s request, to execute such further documents and do such further acts as may be necessary or desirable to document or enforce PPS’s ownership of the Feedback, including, without limitation, execution of a copyright assignment in a form provided by PPS in its sole discretion. If you fail or refuse to execute any such documents, you hereby appoint PPS as your attorney in fact, which appointment is coupled with an interest and is irrevocable, to act on your behalf and to execute, deliver, record and file any such documents as may be necessary or desirable.

END USER LICENSES

Your use of any Software associated with a Website or a Service will be governed by the terms and conditions of the end user license agreement (“EULA”) associated with such Software. PPS reserves all rights to such Software not expressly granted to You in this Agreement or any such EULA. Such Software is protected by copyright and other Intellectual Property laws and treaties. PPS or its suppliers own the title, copyright, and other Intellectual Property rights in such Software, and such Software is licensed, not sold. You will not disassemble, decompile, or reverse engineer, such Software, except and only to the extent that such activity is expressly permitted by applicable law. PPS may automatically check Your version of such Software and may automatically download upgrades to such Software to Your computer to update, enhance and further develop a Website or a Service from time to time.

INFORMATION AVAILABLE FROM THIS WEBSITE

PPS does not warrant or guarantee the accuracy or timeliness of any information available on a Website, its Software or provided as part of a Service, including but not limited to Your Submissions or the Submissions of other third parties, even if such information appears in any e-mail, pager, mobile phone or other alerts available through a Website. PPS does not authorise the use of information available from a Website, Service or Software, including financial and marketing information, for any purpose except to support the operation of Your business as defined herein, and prohibits to the maximum extent allowable by law the resale, redistribution, and use of this information for other commercial purposes.
A Website, a Service or the Software may be unavailable at certain times to allow for maintenance, upgrades or system outages. Although PPS will endeavour to notify You in advance of any service unavailability, this cannot be guaranteed. PPS reserves the right to alter or withdraw the Service or a Website or the Software for the purposes of maintenance, upgrading, or repairing damage at any time without recourse by You. Notwithstanding anything else in this Agreement, PPS does not make any representation or warranty as to any guaranteed or minimum system availability or “up time” in respect to any Website, Service or Software.

PPS MAKES NO WARRANTY

PPS PROVIDES ITS WEBSITES, SOFTWARE AND ITS SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PPS MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. PPS DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF A WEBSITE, SOFTWARE OR A SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

IN NO EVENT WILL PPS OR PPS PARTIES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT, ANY EULA OR YOUR USE OF A WEBSITE, A SERVICE OR SOFTWARE, EVEN IF PPS OR PPS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH A WEBSITE, A SERVICE OR THE SOFTWARE, OR YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST PPS OR ANY PPS PARTY WITH RESPECT TO THIS AGREEMENT, ANY EULA, A WEBSITE, A SERVICE OR SOFTWARE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING SUCH WEBSITE, SERVICE OR SOFTWARE, AS APPLICABLE.
For the avoidance of doubt, You also agree to indemnify and hold PPS, its directors and PPS Parties harmless and to keep them indemnified against all direct or indirect loss, costs, expenses – including legal expenses, damages – including consequential damages or claims arising from Your use of a Website, Service or Software.

CHANGES TO A WEBSITE OR SERVICE; ADDITIONAL LIABILITY LIMITATION

PPS MAY CHANGE A WEBSITE, A SERVICE OR SOFTWARE OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. AS YOU USE A WEBSITE, A SERVICE, OR SOFTWARE, YOU SHOULD EXPECT TO RECEIVE, ACCESS OR USE INFORMATION, MATERIALS, GRAPHICS, SOFTWARE, DATA AND CONTENT (collectively, “Content”) ORIGINATED BY PPS AND PPS PARITES. WITHOUT LIMITING THE GENERALITY OF SECTIONS 10 AND 11, YOU ACKNOWLEDGE AND AGREE THAT NEITHER PPS NOR ANY PPS PARTY IS RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 10 AND 11, YOU ACKNOWLEDGE AND AGREE THAT PPS IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY BUGS, VIRUSES, SPYWARE, TROJAN HORSES, KEYSTROKE LOGGERS, WORMS, TIME BOMBS OR OTHER COMPUTER PROGRAMMING ROUTINES THAT DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR MINE, SCRAPE OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION OR AFFECT YOUR ACCESS TO OR USE OF THIS WEBSITE, A SERVICE OR SOFTWARE (2) ANY INCOMPATIBILITY BETWEEN THIS WEBSITE AND OTHER WEBSITES, SERVICES, SOFTWARE AND YOUR HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THIS WEBSITE IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THOUGH LINKS CONTAINED ON THIS WEBSITE, OR (5) THE CONTENT OF ANY SUBMISSION. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 10, 11 AND 12 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

TERM; TERMINATION; ACCESS RESTRICTION

13.1 Upon expiry of the initial one month Term or any one month Renewal Term, the Term of this Agreement shall continue to automatically renew and extend for successive one month period (each, a “Renewal Term”) unless terminated by written notice of termination sent by either party to the other at least one week prior to the expiration of the then current Term OR this Agreement is terminated under the early termination provisions of this Section 13 OR Section 21.2.1.
13.2 Notwithstanding PPS’s right to terminate this Agreement at the end of each Term, PPS may also terminate this Agreement, or terminate or suspend Your access to a Website, a Service or its Software at any time, with or without cause, with or without notice at PPS’s sole discretion.
13.3 Upon any termination or suspension, Your right to use a Website, a Service or the Software will immediately cease without recourse by You. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON A WEBSITE OR A SERVICE OR IN THE SOFTWARE MAY NOT BE RETRIEVED LATER EXCEPT AS PROVIDED BY LAW.
13.4 Upon termination of this Agreement, howsoever occasioned:
(a) all rights and licenses granted by PPS to You hereunder shall immediately terminate;
(b) You shall immediately deliver up, or at the election and direction of PPS destroy and provide evidence of the destruction satisfactory to PPS, all of the Materials or Technology, any written or electronic documents or records containing reference to the Software;
(c) any fees outstanding up to the effective date of termination shall immediately become due and payable;
(d) the termination of this Agreement shall otherwise be without prejudice to any rights or obligations which shall have accrued prior to such termination and shall not destroy or diminish the binding force or effect of any of the provisions of this Agreement which are expressly or by implication provided to come into force upon or continue in force after such termination.

CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

This Agreement, and any claims for enforcement, breach or violation of duties or rights under this Agreement, shall be governed by, interpreted and constituted in accordance with the laws of the British Columbia, Canada, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of British Columbia, Canada. Each of You and PPS irrevocably and unconditionally submits and attorns to the exclusive jurisdiction of the courts of the Province of British Columbia to determine all issues, whether at law or in equity, arising from this Agreement. To the extent permitted by applicable law, each of You and PPS:
14.1 irrevocably waives any objection, including any claim of inconvenient forum, that it may now or in the future have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of that province, or that the subject matter of this Agreement may not be enforced in those courts;
14.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court which may be called upon to enforce the judgment of the courts referred to in this Section 14, of the substantive merits of any suit, action or proceeding; and
14.3 to the extent a party has or in the future may acquire any immunity from the jurisdiction of any court or from any legal process, whether through service or notice, attachment before judgment, attachment in aid of execution, execution or otherwise, with respect to itself or its property, that party irrevocably waives that immunity in respect of its obligations under this Agreement.

INTERPRETING THE AGREEMENT; ASSIGNMENT

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. PPS may assign this Agreement, in whole or in part, at any time with or without notice to You. You may not assign this Agreement, or assign, transfer or sublicense Your rights, if any, in a Website, a Service or the Software. Except as expressly stated herein, this Agreement constitutes the entire agreement between You and PPS with respect to Websites, Services and Software and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and PPS with respect to a Website or a Service.
15.1 Formatting
In this Agreement, unless the context otherwise requires:
(a) the section headings are included for convenience only and shall not affect the construction of nor form a part of this Agreement and they are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(b) words denoting the singular shall include the plural and vice versa;
(c) a reference to any statute, enactment, regulation or other similar instrument shall be construed as a reference to the statute, enactment or regulation as amended or re-enacted from time to time; and
(d) the section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

YOU HAVE LIMITED TIME TO BRING YOUR CLAIM

YOU AND PPS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO A WEBSITE, A SERVICE OR THE SOFTWARE MUST COMMENCE WITHIN SIX MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

INTELLECTUAL PROPERTY

Copyright, and all other intellectual property rights, in the Websites, the Software and the Materials are the property of Peoplesafe Personal Safety Ltd. and/or its licensors, as applicable. All information contained in a Website, the Software, as part of a Service or the Materials or Technology is the property of PPS or used by You under license. You may not use, copy or publish information from a Website, a Service or the Software without PPS’s prior written consent.
You also covenant and agree not to reverse engineer, replicate, copy, de-compile or reproduce in any form the Software, Technology or any Website, nor will you assist others to do so. For the avoidance of doubt, this includes showing or working with a third party to develop a product or a service that has a similar look or feel or functionality to the Software or any Website provided by PPS. Failure to comply with this covenant is deemed a material breach of this Agreement and subject to further legal action by PPS against You for damages.
All trademarks, databases, website addresses (i.e. URLs), Submissions, source code and software are owned by or properly licensed to PPS and may not be used without prior written consent. For the avoidance of doubt, You agree and acknowledge that all customer databases, usage data, traffic data, statistics, website addresses (i.e. URLs), email addresses, customer provided content and information, website copy and graphic designs are owned by PPS.
Any rights not explicitly granted herein are reserved by PPS.

REPRESENTATIONS

PPS makes no representations about Your business, its quality, its service or its fitness for purpose. Nor does PPS attest to the availability, technical merit or legal right of You to provide Your products or services. You accept full responsibility for the goods and services provided by You regardless of Your use or reliance on a Website, a Service or Software.

NO WAIVER

PPS’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

PASSWORD PROTECTION

You agree to keep your password protected and confidential at all times. You are fully responsible for protection and concealment of all passwords used in Your use of a Website, a Service or the Software. You therefore agree to indemnify and hold PPS and its directors harmless against any use, authorised by You or otherwise, of Your account and/or any Website, Service or Software.

PAYMENT

21.1 All payments in relation to a Website, a Service or the Software provided by PPS are non-refundable.
21.2 You shall pay PPS for Charges in accordance with this Section 21 and all payments must have cleared PPS’s bank by the Due Date or You will be subject to additional service charges.
21.2.1 If Your payment for a Charge is not paid in full within seven days of the Due Date, You acknowledge and agree that PPS has the right to immediately suspend access to any and all Services, Websites or Software AND immediately terminate this Agreement without recourse by You for losses or damages of ANY kind incurred by You or a third party.
21.3 PPS shall charge You in advance each month. For the avoidance of doubt, Your statement shall be dated on either the Commencement Date or the Due Date, and Your payment in full is immediately due.
21.4 If You have any questions regarding any Charges that have been applied to Your account, You must contact PPS in writing within thirty days of the payment Due Date. Failure to question a Charge within the thirty day period will be deemed as irrevocable acceptance of the Charge. Failure to use a Website, the Service or the Software will not be deemed a basis for refusing to pay any Charges applied to Your account by PPS in accordance with this Agreement.
21.5 All Charges are expressed exclusive of any value added tax, including but not limited to the Goods and Services Tax or the applicable Provincial Sales Tax or the Harmonised Sales Tax. You shall pay all such taxes, in addition to the Charges, in the manner and at the rates prescribed by law from time to time.
21.6 If You fail to make any payment to PPS under this Agreement by the Due Date then, without prejudice to any other right or remedy available to PPS, PPS may charge You the sum due at the rate of 12% per annum above the base lending rate of the Bank of Canada prevailing on the Due Date for payment until the date on which the obligation to pay such sum is discharged.
21.7 PPS reserves the right to suspend or terminate Your access to a Website, a Service or the Software without notice upon rejection or failure of completion of any Charge when PPS believes You are liable for the Charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to PPS. For the avoidance of doubt, charges will continue to accrue despite the loss of access to a Website, a Service or the Software caused by a Customer’s non-payment.
21.8 Termination of this Agreement, however caused, will not invalidate any claim by PPS for monies due prior to termination of this Agreement, and such monies will remain payable to PPS by You as per the terms and conditions of this Agreement.
21.9 In the event PPS stops providing the Service due to non-payment by You, You acknowledge and agree to indemnify PPS against any loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss whatsoever, howsoever arising from the loss of a Website, a Service or the Software.
21.10 In the absence of a signed Schedule 1, You agree to pay the Charges as stated on Your statement.

LICENSE GRANT

Subject to the terms and conditions hereof, and solely for the purpose of running your business more effectively, PPS hereby grants You a non-exclusive, non-transferable and non-sub-licensable licence to i) use the Websites, ii) use the Materials, iii) use the Services and, iii) use, and if applicable, install the Software, in each case to the extent You have subscribed for the use of such Website, Materials, Service or Software (other than where made available by PPS without a subscription). Your license shall begin on the Commencement Date of this Agreement, and subject to the provisions for earlier termination, continue for the Term.

SALE OF THIRD PARTY PRODUCTS OR SERVICES

From time to time, PPS may offer third party products or services to You. This may include but is not limited to GPS hardware and live monitoring services. You hereby agree and acknowledge that, to the fullest extent permitted by applicable law, these products or services are sold “as is” with no warranty intended or implied by PPS.

SERVICE LEVEL OUTLINE – WEBSITES, SOFTWARE AND SERVICES

24.1 Background
PPS has invested in and developed a unique lone worker monitoring system. The system has two components: a variety of web and software applications that work together to enable operational efficiencies and the supporting IT infrastructure and documentation. This Agreement enables You to license the Website, Services, Software, Materials and to receive the on-going support services required to help You achieve your organisational goals.
24.2 Service Description
You wish to improve the operational effectiveness of Your organisation and have therefore outsourced certain activities and processes to PPS. As such, PPS shall provide access to the Websites, Services and Software from the Commencement Date, subject to the terms of this Agreement.
24.3 Scope
The Service will enable You to monitor Your workforce in an efficient way, support compliance with health and safety regulations and centralise some of the communications between field staff and the office. The Service is there to support internal and external emergency response teams (i.e. line managers and police/ambulance services). It is NOT a replacement for them.
24.4 Boundaries of Service Features and Functions
PPS provides You with a monitoring system that You can modify and use in many different and unique ways. However, the operation of PPS’s Websites and Software AND the maintenance and accuracy of the operational data AND the writing of accurate and effective escalation procedures, remains with You. For the avoidance of doubt, if You enter a poorly designed escalation procedure, such as, but not limited to, one without an end point or with an undefined resolution, then the consequences shall remain solely with You and You agree to indemnify and hold PPS and PPS Parties harmless against all such claims.
24.5 User Requirements
Your requirements as defined in this Agreement are for a system that can:
(a) set predetermined check-in times for each lone worker;
(b) alert a monitor in the event of missed check-in; and
(c) send help messages to the office/monitor in the event of an emergency.
The above are all provided through the Websites and/or Services and/or Software being licensed as part of this Agreement.
24.6 Indicative Service Level Performance Measures
System availability = 99%
Back-ups = daily
Response time to level 1 calls is one Business Day
Complete disaster recovery within 96 hours
24.7 PPS’s Responsibilities
PPS will provide the people, processes and monitoring tools necessary for the Websites, Services and Software and will:
(a) meet response times associated with the priority assigned to incidents and service requests;
(b) generate annual reports on service level performance when requested and if possible; and
(c) send appropriate notification to You for all scheduled maintenance if possible.
24.8 Your Responsibilities
Your responsibilities and/or requirements in support of this Agreement include, but are not limited to:
(a) using the Websites, Services or the Software in the manner instructed by PPS;
(b) allocating sufficient staff training time to learn the system;
(c) utilising the customer service centre for incident reporting;
(d) contacting PPS for additions or changes in established service levels; and
(e) promoting the system to your staff, suppliers and stakeholders, thus supporting smooth operations.

SERVICE LEVEL OUTLINE – LIVE MONITORING

25.1 Background
Organisations sometimes require live monitoring of their staff outside of normal business hours or when they do not have the necessary people available in house to do this monitoring. As a result, PPS works with experienced call centres to provide live monitoring as an additional component of the Service. In particular, this means that a live person is there to respond in a way defined by You in the event of an emergency situation.
25.2 Service Description
You wish to improve the operational effectiveness of Your organisation and have therefore outsourced certain activities and processes to PPS. As such, PPS shall provide access to a live monitoring service based on these requirements from the Commencement Date, and subject to the terms of this Agreement.
25.3 Scope
The live monitoring component of the Service will enable You to monitor Your workforce in an efficient way, support compliance with health and safety regulations and centralise some of the communications between field staff and the office. The Service is there to support internal and external emergency response teams (i.e. line managers and police/ambulance services). It is NOT a replacement for them.
25.4 Boundaries of Service Features and Functions
PPS provides You with a monitoring system that You can modify and use in many different and unique ways. However, the operation of PPS’s Websites and Software AND the maintenance and accuracy of the operational data AND the writing of accurate and effective escalation procedures, remains with You. For the avoidance of doubt, if You enter a poorly designed escalation procedure, such as, but not limited to, one without an end point or with an undefined resolution, then the consequences shall remain solely with You and You agree to indemnify and hold PPS and PPS Parties harmless against all such claims.
25.5 User Requirements
Your requirements as defined in this Agreement are for a system that can:
(a) turn on or off the live monitoring component of the Service;
(b) alert a live monitor in the event of missed check-in and give them the approved procedures to follow based on that alert;
(c) end the alert after appropriate remedial action has been taken; and
(d) provide logging of all such activities.
The above are all provided through the Websites and/or Services and/or Software being licensed as part of this Agreement, including the telephone system used by the live monitoring call centre.

25.6 Indicative Service Level Performance Measures
System availability = 99%
Back-ups = daily
Target acknowledgement time for each received alert is five minutes or less.
25.7 PPS’s Responsibilities
PPS will provide, or procure from the third party call centre, the people, processes and monitoring tools necessary for the Websites, Services and Software and will:
(a) meet response times associated with the priority assigned to incidents and service requests;
(b) generate annual reports on service level performance when requested and if possible; and
(c) send appropriate notification to You for all scheduled maintenance if possible.
25.8 Your Responsibilities
Your responsibilities and/or requirements in support of this Agreement include, but are not limited to:
(a) using the Websites, Services or the Software in the manner instructed by PPS;
(b) allocating sufficient staff training time to learn the system;
(c) utilising the customer service centre for incident reporting;
(d) contacting PPS for additions or changes in established service levels; and
(e) promoting the system to your staff, suppliers and stakeholders, thus supporting smooth operations.

SERVICE LEVEL OUTLINE – ENHANCED MONITORING

26.1 Background
Organisations may require alarm monitoring of their staff to be carried out by a third party whose agents are available to monitor workers on a 24/7 basis and, where relevant, to request emergency services to respond to the worker. For example, this may apply where the company does not have the ability to monitor workers in-house on a 24/7 basis. As a result, PPS works with an experienced alarm monitoring centre to provide enhanced monitoring as an additional component of the Service. In particular, this means that the third party alarm monitoring centre is there to respond in a way defined by You in the event of an emergency situation and, where relevant, to request emergency services to respond to the worker.

26.2 Service Description

You wish to improve the operational effectiveness of Your organisation and have therefore outsourced certain activities and processes to PPS. As such, PPS shall provide access to an enhanced monitoring service based on these requirements from the Commencement Date, and subject to the terms of this Agreement.

26.3 Scope

The enhanced monitoring component of the Service will enable You to monitor Your workforce in an efficient way, support compliance with health and safety regulations and centralise some of the communications between field staff and the office. The Service is there to support internal and external emergency response teams (i.e. line managers and police/ambulance services). It is NOT a replacement for them.

26.4 Boundaries of Service Features and Functions

(a) PPS provides You with a monitoring system that You can modify and use in many different and unique ways. However, the operation of PPS’s Websites and Software AND the maintenance and accuracy of the operational data AND the writing of accurate and effective escalation procedures, remains with You. For the avoidance of doubt, if You enter invalid emergency contact numbers, or a poorly designed escalation procedure, such as, but not limited to, one without an end point or with an undefined resolution, then the consequences shall remain solely with You and You agree to indemnify and hold PPS and PPS Parties harmless against all such claims.

(b) The enhanced monitoring service is provided by a third party alarm monitoring centre (the “AMC”). PPS and the AMC (together the “Providers”) shall not be responsible for alarm signals which do not reach the AMC (including but not limited to where the user’s telephone, internet or other applicable alarm communication service is not working or is disabled) or for alarm signals which are received but not recognised by or understandable by the AMC’s agents, or where user location information is switched off, not up to date, or otherwise not correctly received by the AMC.

(c) Where alarm signals are received, the AMC shall make every reasonable effort to respond to the alarm according to the emergency contacts and escalation procedure defined by You. You agree that no more than one call to Your nominated monitor is required and any form of notification, including without limitation leaving a message on an answering machine, is deemed sufficient to meet the Providers’ alarm response obligations.

(d) Where the AMC’s agents determine that an emergency situation exists, the AMC shall make every reasonable effort to promptly transmit notification of the alarm to the police, fire or other emergency responders (the “Emergency Services”) to respond to the user. You agree that the assessment of the alarm as an emergency situation is solely at the discretion of the AMC’s agents, and you agree to indemnify and hold the Providers harmless against all claims in relation to such assessments.

(e) The AMC will comply with alarm verification requirements in jurisdictions requiring compliance and may implement the same alarm verification procedures in jurisdictions where verification is not required Where required or at the AMC’s option, the AMC shall verify the alarm signal by electronic telephone communication, video verification or such other verification system deemed appropriate by the AMC or as required by local law and only verified alarm emergency situations shall be communicated to the Emergency Services.

(f) The Providers are not responsible for the Emergency Services and shall have no liability for their actions, timeliness or effectiveness of their response, or any damage to personal or real property or personal injury caused by their response, or their refusal to respond, or lack of response.

(g) You agree that You are responsible for, and will indemnify the Providers in full, for:

i) permit fees, fines or penalties (including false alarm fines or penalties), legal or other costs incurred in relation to such fees, fines or penalties, that have been imposed by the Emergency Services or any government authority on You, your users or the Providers, for any reason.
ii) legal or other costs incurred by the Providers where required by subpoena or summons to provide any material, service, testify, or make any appearance regarding Your account.

iii) reasonable operational costs incurred by the Providers in the event that your users generate an excessive number of alarms outside of reasonable fair usage to the AMC

(h) You agree that the Providers are not insurers, and no insurance coverage is offered herein. The Providers do not guarantee that no loss or damage will occur in the event of an alarm or emergency situation. The Providers are not assuming liability, and, therefore, shall not be liable to You or any other third party, and You covenant not to sue the Providers for any loss, economic or non-economic, business loss or interruption, consequential damages, in contract or tort, data corruption or inability to retrieve data, personal injury or property damage sustained by You, your workers or others as a result of equipment failure, human error, burglary, theft, hold-up, fire, smoke, water or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by the Providers’ breach of contract, negligent performance to any degree in furtherance of this Agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this Agreement or any other legal duty. You understand that (a) Your equipment communicates with the AMC over wireless, telephone, or other networks and (b) communications over the networks may be interrupted, delayed, or otherwise limited for a variety of reasons, including environmental conditions, unavailability of radio frequency channels, system capacity, and priority access by emergency responders in the event of a disaster or emergency. You understand that no form of monitoring is error-free and that the Providers are not responsible for any interruption of monitoring services due to network outages, faulty equipment, faulty transmission, power outages, or other interruptions in wireless or telephone service, systems that have been tampered with or any damage or destruction to the AMC equipment or facilities.

(i) The Providers will not be required to render the Enhanced Monitoring Service if the failure to render such service is due to strikes, riots, acts of terrorism, acts of God, or any other causes beyond the control of the Providers.

(j) PPS reserves the right to change its third party AMC supplier of Enhanced Monitoring Services at its sole discretion. PPS will make every reasonable effort to provide You with 30 days’ notice of any change in AMC.

26.5 User Requirements

Your requirements as defined in this Agreement are for a system that can:
(a) alert a third party AMC monitor in the event of missed check-in and give them the approved procedures to follow based on that alert;
(b) end the alert after appropriate remedial action has been taken; (c) in the event of an emergency situation, allow for the AMC to request a response from the Emergency Services; and
(d) provide logging of all such activities.
The above are all provided through the Websites and/or Services and/or Software being licensed as part of this Agreement, including the telephone and other systems used by the AMC.

26.6 Indicative Service Level Performance Measures

System availability = 99%
Back-ups = daily
Target acknowledgement time for each received alert is five minutes or less.

26.7 PPS’s Responsibilities

PPS will provide, or procure from the third party AMC, the people, processes and monitoring tools necessary for the Websites, Services and the Software, and will:
(a) meet response times associated with the priority assigned to incidents and service requests;
(b) generate annual reports on service level performance when requested and if possible; and
(c) send appropriate notification to You for all scheduled maintenance if possible.

26.8 Your Responsibilities

Your responsibilities and/or requirements in support of this Agreement include, but are not limited to:
(a) using the Websites, Services or the Software in the manner instructed by PPS;
(b) allocating sufficient staff training time to learn the system;
(c) utilising the customer service centre for incident reporting;
(d) contacting PPS for additions or changes in established service levels; and
(e) promoting the system to your staff, suppliers and stakeholders, thus supporting smooth operations;

SERVICE LEVEL – GENERAL

27.1 PPS customer service centre contact information
Online – www.okaloneworker.com
Phone +1-844-900-0478
Email info@okalone.net
27.2 Hours of Coverage
(a) PPS shall provide support services during normal office hours, Business Days between the hours of 9am – 5.00pm, British Columbia time.
(b) Any additional processing required by You outside of these hours will be chargeable.
27.3 Response Times and Escalation
For all requests, PPS’s goal is to have a staff member assigned and acknowledge requests within one Business Day of receipt.
27.4 Incidents
(a) Incident Response: Incidents should be reported to the customer service centre as detailed above.
(b) Prioritisation: Incidents will be prioritised based on the following criteria:
(i) safety of worker;
(ii) effect on availability of system;
(iii) proper operation of the system; and
(iv) improvements/requested changes to the system.
(c) Service Request Escalation Information: The escalation process shall rise through PPS’s standard chain of command.
27.5 Other Requests
Requests for service features and functions not yet implemented can be submitted by You to PPS and may be chargeable. Any change to the Website or the Service or the Software shall be agreed in writing between the parties.
27.6 Maintenance and Service Changes
In the event of a planned service outage, PPS will endeavour to give You no less than three days’ notice, although in most cases, such outages will be planned during non-peak times for You.
27.7 Reviewing and Reporting
You have the right to ask for an operational review once per year. At such time, PPS may provide performance and availability reports for discussion.

FEE CHANGES

(a) PPS shall be entitled on one (1) month prior written notice to increase or decrease Charges or Minimum Monthly Fee payable by You.
(b) PPS agrees not to increase either the Charge or the Minimum Monthly Fee for a period of at least one year after the Commencement Date.

DATA PROTECTION

PPS and You will comply with the applicable personal data protection laws in force in British Columbia, Canada.
You are the data controller, and are responsible for providing true, correct and accurate personal information to PPS, as defined by the requirements of the Websites, Services and Software. PPS shall not have any liability for personal information that has been supplied inaccurately.
You confirm that you have all of the user’s and escalation contact’s consent for all personal information provided to PPS.
PPS is the data processer, and shall process personal information for the purposes of providing the Websites, Services and Software laid out in this Agreement.
For the Enhanced Monitoring Service, the AMC is a sub-processor. PPS will be responsible for processing personal information to the AMC whilst the AMC will process the personal information for the purposes of responding to alarms as part of the Services. The AMC may store personal information, including audio and video recordings, as required to meet their legal obligations and shall be the exclusive owner of such property. You agree your consent for the AMC to act as a sub-processor of personal information and authorise the recording and maintaining of audio and video recordings for the purpose of responding to alarms.
You confirm that you have all of the user’s and escalation contact’s consent for contacting them by SMS, phone call or email as required.
You grant consent to use aggregated data for analysis and comparison purposes.
For the Enhanced Monitoring Service, You confirm your consent and authorisation required under any applicable privacy laws to transfer personal information outside of Canada for the specific purpose of providing, maintaining or improving the Websites, Services and Software.
We may utilize your personal information, including history of alarms, to train our Artificial Intelligence (AI) models in order to improve the quality and efficiency of our Services. Personal data will be anonymized before being used to ensure confidentiality. You grant us explicit consent to process your personal information for the aforementioned purposes. By providing your consent, you play a vital role in helping us improve our services for all our users. You have the right to withdraw your consent at any time by emailing info@okalone.net with details of your subscription and stating “Withdrawal of consent for AI model training”.