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Terms Of Service

Signature Ace Inc.

These terms are a legal agreement between Signature Ace Inc. (“Signature Ace”, “we” or “us”) and the Customer and/or a user of the Platform, as hereinafter defined,  as the case may be, which Customer or user accepts these terms for access to and use of Signature Ace’s software, the Signature Ace website, online services, mobile app for collecting metrics for worksite health and safety, billing purposes, audit compliance and other business purposes, and any updates, upgrades, supplements or new features that we may introduce from time to time (the “Platform”).  

The Customer and Signature Ace have entered into a Software License and Hardware Lease Agreement (the “License Agreement”) for the use of the Platform and the Customer hereby agrees to the amendment of that License Agreement to incorporate the provisions of this agreement and the Customer agrees to be bound by these terms as a condition of using any updates or upgrades to the software or other components of the Platform in addition to the terms of the License Agreement. 

If new terms accompany any of those updates, upgrades, supplements or new features, then those terms will apply and the License Agreement entered into with the Customer shall be deemed to be amended by such new terms. By using the Platform, you accept these terms. If you do not accept them, do not use the Platform. You are bound by these terms even if you do not read all the terms. 

  1. Definitions:  Unless otherwise defined herein, all capitalized terms shall have the meaning given to them in the License Agreement.

 “Job” means a job created by Signature Ace on the Platform for a Customer in respect of a particular worksite;

 “Personal Data” means all personal information about an identifiable individual input by users (but excluding business contact information); 

“Platform” means the Signature Ace Software and Signature Ace mobile app, online services provided through the Signature Ace website. The term “Platform” specifically includes any new features and tools that we may introduce from time to time under these terms, together with any content that we have uploaded or input. The term “Platform” specifically excludes all User Content and Personal Data;

“Privacy Policy” means Signature Ace’s privacy policy which may be in effect from time to time and which may be amended or modified by Signature Ace from time to time; 

“User Content” means other data (other than Personal Data) that users may upload, input or generate through use of the Platform; 

“user”, “you” and “your” means any end users of any part of the Platform, including authorized users who are issued a login, and users who access features of the Platform through a worksite tablet or device. 

  1. Your Access: Some areas of the Signature Ace Platform are accessible without an account.  If you access areas of the site without an account, you are still bound by these terms. To access and use certain tools and features of the Platform, you will be required to register and create an account. If you register and create an account, you are responsible for maintaining the confidentiality of your account information and password. You are responsible for all uses of your account. You agree to immediately notify us of any unauthorized use of your account. 
  2. Fees: The Customer shall pay the Fees as set out in the License Agreement. 
  3. Grant of License : Pursuant to the License Agreement, the Platform is licensed to Customer (not sold) based on the number of users of the Platform. The Customer is only permitted to access the Platform for the number of users as set out in the Job. 
  4. Circumvention Prohibited. Any hardware or software used by the Customer to directly or indirectly access the Platform or reduce the number of devices or users that directly access or use the Platform (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of users on a Job for the purpose of calculating the Fees payable. If the Customer exceeds the maximum number of users, through any such method, the Customer will be in breach of the License Agreement and this agreement. 
  5. Hardware Leased by the Customer from Signature Ace. Warranties for the Hardware may be provided directly to the Customer by the manufacturer of the Hardware. While Signature Ace may lease the Hardware to the Customer, Signature Ace does not manufacture or provide warranties or support for the Hardware. The Hardware is supplied by hardware or device manufacturers and may be subject to intellectual property rights owned by those third-party manufacturers. 
  6. IMPORTANT: Customer Responsibilities. The Customer accepts responsibility for its use and the use of the Platform and all Hardware by its users. The Customer is responsible for (a) assessing suitability of the Platform and all user configurations of the Platform for the Customer’s own requirements, in light of the Customer’s personnel, the travel routes, facilities or locations in which the Platform will be used, and the risks associated with those travel routes, facilities and locations, including the specifications and needs of any other hardware or software, equipment, machinery and the overall operating environment, (b) assessing and approving the Hardware which are supplied for use with the Platform, (c) configuring the Platform for use with the Customer’s existing hardware and devices and the overall operating environment, (d) confirming line-of-sight access to telecommunications (cellular network or satellite access) in those travel routes, facilities and locations in which the Platform will be deployed, (e) managing any internal workplace and privacy policies between the Customer and its own employees, contractors or personnel who are accessing the Platform as users of the Customer, and (f) handling collection, through the Platform, of data from Customer’s own equipment. 
  7. Customer’s Representation & Warranty. The Customer represents and warrants that the Customer or the person entering into these Terms of Service on behalf of Customer has the authority to do so, and in doing so will not violate any other agreement to which Customer is a party. 
  8. Termination Rights: 
    • By Us: At the end of the Term and/or in the event there is a breach of this agreement or the terms of the License Agreement, we may suspend or terminate your account and your access to the Platform. We may suspend or terminate your account in the event the account is inactive and abandoned by you. 
    • By You: You may terminate your account and cease use of the Platform at any time. 
    • Effect of Termination : Once your account is terminated, you will not have access to the contents of that account. You are responsible for backing-up or saving any of your User Content or Personal Data, as you wish, prior to the termination of your account. After termination, we reserve the right to delete or keep any User Content remaining on the Platform for archive purposes. We will retain Personal Data in accordance with these terms and our Privacy Policy. 
  9. Personal Data & Privacy: As a user, you may input and we may collect certain Personal Data, as part of your use of the Platform. The Personal Data is covered by our Privacy Policy, and we claim no rights of ownership to Personal Data that is provided by you. By agreeing to the terms of this agreement, you agree to be bound by the Privacy Policy. We take all reasonable precautions to protect personal information according to strict industry standards. We reserve the right to remove or correct Personal Data if we receive notice of corrections, or if any Personal Data contravenes our acceptable use standards.  

You acknowledge that in your capacity as an employee, contractor or personnel of a customer, you may also be governed by any other any internal workplace and privacy policies related to Personal Data handling. 

  1. User Content:  As a user, you may input User Content as part of your use of the Platform, as the Platform permits. We claim no rights in User Content. You represent and warrant that (a) such User Content is complete and accurate, (b) you have rights to input the User Content, (c) that such User Content will not infringe the rights (including intellectual property and privacy rights) of others, and (d) such User Content will comply with our acceptable use standards. You are responsible for all User Content that you generate and input.  We reserve the right to remove or correct User Content if we receive notice of corrections, or if any User Content contravenes our acceptable use standards. 
  2. Acceptable Use: The Platform, including the Platform may be used only for authorized purposes by users who have agreed to this agreement. You must comply with all applicable federal, provincial and local laws and regulations. You must also abide by our acceptable use standards, and any acceptable use policy published by us from time to time. You may not: 
    • post, input or upload any User Content that is vulgar, obscene, contains explicit or graphic descriptions or accounts of sexual acts or sexual language of a violent or threatening nature or constitutes child pornography under applicable law; 
    • threaten bodily harm, destruction of property or otherwise engage in harassment; 
    • transmit, post, store, link or distribute any threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent information or information that is invasive of another’s privacy, or infringes another’s rights; 
    • transmit, post, store, link or distribute material that victimizes, harasses, degrades, threatens to harm or intimidates an individual or group of individuals, including without limitation minors, on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; 
    •  reverse engineer, decompile or otherwise attempt to decipher any code or any portion of the Platform for any purpose; 
    • use the output of the Platform for any purpose other than as permitted under this agreement; 
    • delete or revise any portion of the Platform; 
    • distribute, sell, lease, transfer, assign, trade, rent, publish or license the Platform as a stand-alone service to others; 
    • engage in linking or framing of any portion of our sites; 
    • aggregate, scrape, harvest or duplicate any portion of the Platform, including any personal or contact information, or use such personal or contact information for any secondary marketing purposes or unsolicited mass e-mail, or any purpose inconsistent with the stated purposes; 
    • corrupt, falsify or distort any User Content or Personal Data or upload, post or submit User Content that infringes any copyright, or other intellectual property rights, or offends privacy rights, or otherwise offends the standards set by us from time to time; or 
    • copy, misuse or duplicate the layout and design of our sites, or the underlying code and database structures, or any of our trade-marks. 
  3. Intellectual Property Rights: You agree that the Platform and all object and source-code, trade-marks, intellectual property rights, trade-secrets, and know-how related thereto, are owned by us or our licensors, and you will not contest or challenge such ownership. All other company names and logos displayed on our sites may be trade-marks of their respective owners. 
  4. Indemnity. You agree to indemnify us, from any and all liabilities, costs, claims and expenses, including reasonable solicitor’s fees, related to any breach or violation of this agreement by you or users of your account, or in connection with (a) the uploading, posting or submission of any User Content or Personal Data by you or users of your account, (b) any breach by you of any representation or warranty, or (c) any other breach by you of this agreement or any other agreement with us , including the License Agreement. 
  5. General Disclaimers: While we strive for accuracy and completeness, we do not provide any guarantee or warranty with respect to the Platform. We expressly disclaim any and all liability in connection with our Platform. Since some content has been provided by others and/or compiled by us from a variety of sources including third-party providers, it is provided to you “as is” and “as available”. We do not warrant or make any representations of any kind regarding the use or the results of the use of our Platform, in terms of their correctness, accuracy, reliability, or otherwise. The content on this Platform could include technical inaccuracies or typographical errors.  WE ASSUME NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR OMISSIONS OF ANY KIND IN THE CONTENT, AND DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE USER CONTENT, PERSONAL DATA, OUR PLATFORM, AND TO ANY MATTER RELATING TO OUR SITES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
  6. RELEASE & LIMITATION OF LIABILITY: IN THE EVENT OF AN ALLEGED LOSS OR CLAIM BY YOU, YOU RELEASE AND WAIVE ANY CLAIMS AGAINST US. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR THE PERFORMANCE OF THIS SITE OR THE USER CONTENT AVAILABLE OR REFERRED TO ON THIS SITE, OR ANY OTHER SITE YOU MAY ACCESS THROUGH THIS SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, YOU AGREE THAT (A) THE AGGREGATE LIABILITY OF US SHALL BE LIMITED TO THE AMOUNT OF THE FEE, IF ANY, PAID BY YOU OR THE CORPORATE ENTITY UNDER WHOM YOU ACCESS THE PLATFORM, OR THE AMOUNT OF ONE DOLLAR ($1), WHICHEVER IS GREATER; AND (B) ANY SUCH CLAIM MUST BE BROUGHT WITHIN ONE YEAR OF OCCURRENCE. 
  7. Jurisdiction & Applicable Law: This agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada and the federal laws applicable therein. In the event of any dispute arising under this agreement, you agree to submit to the exclusive jurisdiction of the courts in the Province of Alberta, Canada. 
  8. Downtime: The Platform may experience temporary downtime as we perform routine maintenance or updates. 
  9. Aggregated Data:  We may collect aggregate and use data that is input by users or collected by the Platform subject to the following: (a) All aggregated data will be anonymized and stripped of Personal Data identifiers and will not be traceable back to you; and (b) we will abide by all applicable privacy protection laws and our Privacy Policy in our handling of such aggregated data. 
  10. Linked Sites: Links available on our website may link to third-party websites not maintained or controlled by us and we provide these links for your convenience, and we are not responsible for the contents of any linked site. 
  11. Changes: Changes to this agreement may be made from time to time by us, and the modified form of the agreement will take effect upon posting on the Platform. Continued use of the Platform after the effective date will indicate your acceptance of the amended terms.  No amendment shall apply to any dispute of which we had actual notice on the date of amendment, or to any dispute which arose prior to the date of amendment.  To improve our systems, we reserve the right to change or remove any of our content, functionality or features from the Platform, in whole or in part, at our sole discretion, at any time, without notice. 
  12. Survival: All terms which require performance by the parties after the expiry or termination of this agreement, will remain in force despite this agreement’s expiry or termination for any reason. The following terms shall survive the termination of this agreement: 6 , 9 , 11 , 13 , 14 , 15 , 16 and 17.
  13. Miscellaneous: You may not assign or transfer the rights granted to you under this agreement without our prior written consent. We may assign this agreement to a third-party upon written notice to you. This agreement constitutes the entire agreement between us and you with respect to your use of the Platform. Any failure by us to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. If any of the terms and conditions of this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions. The parties have required that this agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais. This agreement may be agreed to by electronic acceptance. 
  14. Additional Terms Applicable to iDevice Users 

If you download the Signature Ace mobile app (the Application) to an iPad®, iPod®, iPhone®, the following terms apply to you: 

  • Your use of the Application is subject to the Usage Rules set forth in the iTunes App Store and Terms and Conditions published by Apple Inc. (“Apple“) as those terms may be updated by Apple from time to time. 
  • You acknowledge that this license is concluded between us and you only, and not with Apple. Apple is not responsible for the Application. 
  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. 
  • In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the Application to you in accordance with its policies. You acknowledge that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be as between you and Signature Ace Inc. 
  • You acknowledge that Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of that Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. 
  • You acknowledge that, in the event of any third party claim that the Application or your possession and use of that Application infringes that third party’s intellectual property rights, Signature Ace Inc. (not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 
  • You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon the end-user’s acceptance of these terms and conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary hereof. 
  • We hereby notify you that the Application may use push notifications, and you hereby consent to receive such notifications. Any denial or withdrawal of consent may reduce or limit the Application’s functionality. Apple is not responsible for the transmission and use of any push notifications. 
  • We hereby notify you that the Application must collect and transmit location data to permit certain location-based services and functionality; you hereby consent to the collection, transmission and use of your location data by the Application strictly for purposes of these location-based services and functionality. Any denial or withdrawal of consent may reduce or limit the Application’s functionality. Apple is not responsible for the collection, transmission and use of any location data. 
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

END OF TERMS 

[Revised 10/2020] 

© Signature Ace. All Rights Reserved.

© Signature Ace. All Rights Reserved.

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