This agreement represents our Subscription Terms and Conditions regarding our services (“Agreement”).
We may amend this Agreement at any time by posting the amended terms on our Website. We may or may not post notices on the homepage of our Website when such changes occur.
1. Services provided.
The Citypassenger’s solution provides for simplification of hardware architectures —————————————–(“Solution” or “Services”).
The Solution makes it possible to simplify hardware architectures in a technical bay and on the client site in order to install and manage new services, in particular, digital services, that need managed connectivity, optimized bandwidth and service quality.
When you subscribe, we will provide you with authorized Citypassenger equipment (“Equipment”) specifically multi-performing router and Wi-Fi Terminal(s). A preliminarily charged inspection of your site will be conducted in order to evaluate the Equipment to install for optimal coverage. We strongly recommend installing the Equipment in an air-conditioned room with an inverter.
We activate remotely the Solution and if requested a patch bay configuration of the Equipment is also offered at a fixed price. For any additional services, you must hire a third-party provider.
You are responsible for maintaining safe access to Equipment and its security and for any data backup required. You must take reasonable care of any Equipment and maintain it in good working condition following the manufacturer’s recommendations.
1.5 Defective Equipment.
Defective Equipment will be retrieved and replaced by us within twenty-four (24h) hours following notification of the failure. We shall bear all organizational costs including the return of Defective Equipment. Notwithstanding the above, if Defective Equipment is not made available to the carrier at the time of replacement, you will be charged fifty Canadian dollars (50 CAD) for each day of default. A spare system is available with a monthly subscription fee of fifty Canadian dollars (50 CAD) per customer site.
You commit to give us authorization to remotely access the Equipment.
2. Term, Fees & Payment
This Agreement is effective from the activation of the Services and either party may terminate the Agreement effective as from ten (10) days after a written notice of termination. However, if you subscribe to our Services for a fixed period of thirty-six (36) months, you will benefit from a ten percent (10%) discount.
We require a deposit to ensure the safe use and storage of our Equipment, repaid digressively each month.
2. 2 Your Billing Cycle.
You will receive a monthly electronic invoice for your subscription, for services provided during the period specified in your invoice. The term of payment is indicated in your invoice. Your first invoice covers the first thirty (30) days of services from the activation date.
2.3 Payment method.
In order for us to apply pre-authorized debits to your bank account or credit card, you must activate the pre-authorized payment mode by contacting us. An additional three Canadian dollar fee (3 CAD) will be charged in your invoice for any other payment method.
2.4 Late Payment Charges.
The deadline to pay your invoice is indicated on your invoice.
In case of late payment, you must pay interests on the unpaid amount at the rate of 1.5% per month.
2.5 Contesting a Billing Error.
You may contest your invoice within thirty (30) days from the billing date for an overbilled amount or an amount billed in error. Once the thirty (30) days have expired, you may no longer contest your invoice. If you contest only a portion of the amount of your invoice, you must pay the uncontested portion no later than the deadline indicated on your invoice.
You are entitled to a credit if access to the Solution is interrupted and unusable for at least forty-eight (48) hours consecutively. You must apply in writing within fifteen (15) days following the end of the interruption. You are not entitled to any other compensation. The amount of the credit is prorated to the number of days of interruption.
However, you are not entitled to any credit if the interruption results from any circumstances beyond Citypassenger’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or Internet Services Provider failures or delays.
3.1 Technical Support.
Citypassenger will provide remote basic support for the Solution from Monday to Friday, from 8 AM to 6 PM and Saturday, from 8 AM to 12 AM (Eastern Time) and will (i) use commercially reasonable efforts to make the Solution available except for (a) planned downtime; or (b) any unavailability caused by circumstances beyond Citypassenger’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or Internet Service Provider failures or delays; and (ii) provide the Solution only in accordance with applicable laws and government regulations.
3.2 Citypassenger consultant.
If the remote basic support is not sufficient, Citypassenger will send a consultant on your site at a date agreed with service assistance. Technical support will not be charged if the technical problem is attributable to the Equipment or the Solution. Otherwise, the intervention will be charged at one thousand Canadian dollars (1000 CAD).
3.3. Maintenance Services.
Citypassenger will provide updates and upgrades to the technology underlying the Solution from time to time, to provide new features and improvements, bug fixes, and error corrections, which will be available across the Citypassenger platform.
4. Data and Privacy
1. Use of your Data.
Unless it receives your written consent, Citypassenger: (a) shall not access, process, or otherwise use your data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third party access to your Data (Data “means data in electronic form input or collected through the System by or from you”), except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Citypassenger may disclose your Data as required by applicable law or by proper legal or governmental authority. Citypassenger shall give you prompt notice of any such legal or governmental demand and reasonably cooperate with you in an effort to seek a protective order or otherwise to contest such required disclosure, at your expense.
Your Data will be stored in a Private Cloud associated with your country. You will have access to an interface for monitoring the Solution and accessing the services. On this interface, some data is accessible, such as history files of visits, connected equipment, and instantaneous flow.
3. Risk of Exposure.
You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Solution, you assume such risks. Citypassenger offers no representation, warranty, or guarantee that your Data will not be exposed or disclosed through errors or the actions of third parties.
4. Data Accuracy.
Citypassenger shall have no responsibility or liability for the accuracy of data uploaded to the System by you.
5. Data Deletion.
Citypassenger may permanently erase your Data if your account is delinquent, suspended, or terminated for thirty (30) days or more.
6. Aggregate & Anonymized Data.
Notwithstanding the provisions above of this Article, Citypassenger may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to your Data with the following removed: Personally Identifiable Information and the names and addresses of Customers and any of its Users.)
5. Warranty and exclusion
Provided that you perform your obligations to Citypassenger under this Agreement, Citypassenger warrants you that the Services performed by Citypassenger will be performed consistently with generally accepted industry practice. Citypassenger’s sole and exclusive obligation for breach of warranty shall be, at Citypassenger’s option, to (a) use commercially reasonable efforts to perform the Services in a manner that conforms to the warranty, or (b) refund the Client the fees paid by the Client to Citypassenger in accordance with section 2.5.
5.2. Exclusion of Warranties.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 5.1 OF THIS AGREEMENT, THE SERVICES AND ALL RESULTS AND REPORTS GENERATED THEREFROM, AND ANY PROFESSIONAL SERVICES, ARE PROVIDED “AS IS.” NEITHER CITYPASSENGER NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CITYPASSENGER DOES NOT WARRANT THAT YOUR USE OF THE SOLUTION AND THE EQUIPMENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL REVIEW THE SOLUTION’S DATA FOR ACCURACY, THAT IT WILL PRESERVE OR MAINTAIN THE DATA WITHOUT LOSS, OR THAT THE SERVICES WILL MEET YOUR BUSINESS GOALS OR OTHER REQUIREMENTS OR EXPECTATIONS (OR, IF ACHIEVED, THAT SUCH RESULTS WILL BE SUSTAINABLE). CITYPASSENGER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CITYPASSENGER (INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY PLATFORM). YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF SUCH STATUTORY RIGHTS, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
5.3 Liability Limitation.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NONE OF CITYPASSENGER’S REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THESE TERMS AND CONDITIONS SHALL APPLY WITH RESPECT TO THIRD-PARTY DATA OR THIRD-PARTY PLATFORMS. CITYPASSENGER MAKES NO WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY THIRD-PARTY DATA, INCLUDING THE ACCURACY OR LEGALITY OF ANY THIRD-PARTY DATA. ALL SERVICES WITH RESPECT TO THIRD PARTY PLATFORMS AND THIRD-PARTY DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MAY BE DISCONTINUED AT ANY TIME BY CITYPASSENGER.
6. A single point of contact:
Through its Equipment, Citypassenger will make its best efforts to offer a single interface service and manage all relations with the other network providers of the Client directly or with a dedicated contact person on the client’s premises with available human and technical resources.
7. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada. The Service Provider hereby consents and submits to the jurisdiction and forum of the province and federal courts in Quebec, judicial district of Montreal, in all questions and controversies arising out of this Agreement.