Agreement for Remote Services
YOU ALSO REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND YOUR CURRENT SERVICES AGREEMENT WITH ED TECH(IF ANY), THE TERMS AND CONDITIONS OF YOUR CURRENT SERVICES AGREEMENT WITH ED TECH CONTROLS. YOU MUST ACCEPT THIS AGREEMENT BEFORE YOU CAN PURCHASE OR USE ED TECH SERVICES FROM THIS WEB SITE.
This Agreement for ED Tech Services (the “agreement”)is entered into by and between the entity ordering the services (“you”, “your” or “customer”) and the closest ED Tech affiliate located in your country or region, unless we designate. “Affiliate” means any legal entity that you or we own, which owns you or us, or which is under common ownership with you or us. “Ownership” means more than 50% ownership.
Terms and Conditions
We agree to use commercially reasonable efforts to provide the services you purchase as described on the services Web site (otherwise known as the “customer services guide”). The Web site URL for the customer services guide is: https://edts.ca/help. If the URL changes for any reason, we will provide the new URL to you upon your request. Our ability to deliver the services depends upon your full and timely cooperation, as well as the accuracy and completeness of any information you provide.
The terms and conditions of this agreement are confidential, and any and all information identified by either party as “confidential” and/or “proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary ("confidential information"), will not be disclosed by the receiving party to any third person without the express consent of the other party except under the terms of this agreement for five (5) years following the date of its disclosure. These confidentiality obligations shall not apply to any information which,
(i) became known to receiving party from a source other than disclosing party other than by the breach of an obligation of confidentiality owed to disclosing party,
(ii) is, or becomes, available to the general public other than through a breach by the receiving party,
or (iii) is developed through the independent efforts of the receiving party.
We may use any technical information we derive from providing services related to our products for problem resolution, troubleshooting, product functionality enhancements and fixes, and for our knowledge base. We agree not to identify you or disclose any of your confidential information in any item in the knowledge base.
3. LIMITATION OF LIABILITY, EXCLUSIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
1) OUR TOTAL LIABILITY IS LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE SERVICES REGARDLESS OF THE REASON FOR YOUR CLAIM;
2) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE,
AND 3) IN THE EVENT SERVICES OR ANY SERVICES ARE PROVIDED TO YOU FREE OF CHARGE, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED US$5.00 OR ITS EQUIVALENT IN LOCAL CURRENCY.THIS EXCLUSION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION, THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR IN THE EVENT OF FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OR FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
Either party may terminate this agreement if the other party is
(i) in material breach or default of any obligation that is not cured within 30 calendar days notice of such breach
or (ii) fails to pay any invoice that is more than 60 calendar days outstanding.
You agree to pay all fees for services performed and expenses incurred.
Last updated: June 2019