Terms of Service

Scope

SITEMAX SYSTEMS INC. ("SiteMax") has developed a suite of mobile and web applications deployed in a software-as-a-service environment for the management of a construction site ("Solution"). This Solution is provided to the Customer under the terms of this Agreement. These terms cover all services SiteMax provides through our applications ("App"), our web application at any domain under .sitemax.cloud or restorify.cloud ("Site"), and our external portal (all services accessed through the Apps and Sites, collectively the "Solution").

This Agreement will also apply to any other services by which SiteMax assists the Customer in using the system for its purposes.

1. The Solution

1.1 The Solution is intended to work on the latest versions of mobile operating systems (e.g. Android, iOS) and Chromium browsers (Chrome, Edge). The Customer agrees that SiteMax has the right to change the Solution in any manner at SiteMax's absolute discretion, including for compatibility with the latest mobile operating systems, legal requirements, or security implementations. If the Solution's functionality is materially degraded and SiteMax is unable to rectify such issues within 30 days of notification, the Customer may immediately terminate this Agreement.

1.2 Should changes to the Solution require additional software or hardware resources on the part of the Customer, SiteMax shall provide at least four weeks' advance notice.

1.3 It is the Customer's responsibility to:

1. Provide and pay for Internet access and ensure secure connectivity;
2. Train end-users in basic app access and mobile security;
3. Provide device or basic technical support to end-users;
4. Provide and maintain computer hardware and/or mobile devices;
5. Ensure proper setup, use, and access for users;
6. Ensure users are on the latest version of the mobile app;
7. Ensure compatibility with any third-party applications and extensions;
8. Manage security requirements including receiving emails from the domains sitemax.cloud and sitemaxsystems.com.

1.4 The Customer may only use the Solution for legal purposes and only for Customer's own business. Any violation of the terms of this Agreement is a breach of the Agreement. SiteMax will provide written notice of such breach. If the breach is not corrected within 30 days, SiteMax may terminate this Agreement.

1.5 SiteMax may engage third parties to provide the Solution or perform its obligations. SiteMax will remain responsible for the performance of its obligations to the same extent as if performed directly by SiteMax.

2. Data Protection & Data Security

2.1 Any corporate or personal data provided by the Customer to SiteMax ("Relevant Data") will be protected under SiteMax's Privacy Policy. The Customer is responsible for ensuring that any disclosure of Relevant Data to SiteMax is permissible under applicable law.

2.2 SiteMax will use Relevant Data only under this Agreement and such other instructions as the Customer may issue from time to time.

2.3 Relevant Data is hosted on third-party servers within a data container reserved for that Customer, ensuring that other customers and third parties have no access to Relevant Data.

2.4 SiteMax shall employ state-of-the-art technologies for the Solution and ensure that all third-party services are provided only by suitably qualified subcontractors employing state-of-the-art technology.

2.5 The Customer is provided with a user ID and password enabling access to their data. The Customer acknowledges that the confidentiality of SiteMax-hosted data can only be guaranteed if the Customer protects the confidentiality of their access details. Any compromise of access details must be reported to SiteMax immediately.

2.6 In the event of a disruption to operations, SiteMax shall begin problem resolution activities:

1. Within two hours (severity level 1) where such disruption affects components essential to system availability or operability;
2. Within 24 hours (severity level 2) where the disruption affects availability or operability as described in documentation but is not critical to the Customer's work.

2.7 Customer requests for additional or modified functionality will, wherever possible, be taken into account in the next Solution update (severity level 3).

2.8 SiteMax support can be reached:

• By telephone at 1 (888) 885-4036
• By email at support@sitemaxsystems.com
• Via the Solution web application using the chat functionality
• Via the Mobile Solution using the "Report an Issue" functionality

3. Use for Reference Purposes

3.1 SiteMax shall be entitled to refer to the Customer's name and logo for reference purposes in its advertising, including its website, exhibition stand, brochures, and newsletters. The Customer's name and/or logo shall be used in press releases or case studies only with the Customer's express consent.

4. Use of Solution & Relevant Data

4.1 The Solution is owned by SiteMax. Any customisations of the Solution provided as a service to the Customer are the intellectual property of SiteMax. All proprietary and intellectual property rights, title, and interest including copyright and trade secret rights in and to the Solution remains that of SiteMax.

4.2 The Customer may not use the Solution in a service bureau environment without the prior written approval of SiteMax. Resale or exchange of SiteMax seats must be approved in writing by an authorised senior SiteMax representative.

4.3 The Customer may give access to the Solution to its employees and permitted third-party contractors ("Collaborators"). All such personnel must agree to the terms of SiteMax's End User Services Agreement.

4.4 The Customer may not use, copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the Solution, in whole or in part.

4.5 Relevant Data remains the exclusive property of the Customer and may only be modified, deleted, or supplemented by the Customer. SiteMax shall not use Relevant Data for its own purposes or those of any third party, nor sell, trade, or disclose this data to third parties.

4.6 Following termination of the Agreement, Relevant Data shall remain available to the Customer for 90 days. After this period, SiteMax shall be entitled to remove the Customer's Relevant Data from its servers.

5. Term & Termination

5.1 The Agreement shall come into force on the date the Customer accepts these terms and conditions ("Contract Commencement Date") and shall remain enforced for a minimum subscription period of 12 months, regardless of whether paying annually or in monthly instalments.

5.2 Upon each new billing cycle, SiteMax may amend the Agreement to maintain the Customer on the current applicable pricing structure and number of paid end users.

5.3 Fees for the Solution are non-refundable and based on a minimum subscription period of 12 months. Termination can only take place after this 12-month period and only with 3 months' written notice. If the Customer requires transitional support upon termination, the Customer agrees to pay all transitional support fees at a rate of USD $300.00 per hour.

5.4 Either party may terminate the Agreement immediately upon written notice if the other party commits a material breach and fails to remedy such breach within thirty (30) days of written notice requiring remedy.

5.5 Either party may terminate the Agreement immediately upon written notice if the other party enters into liquidation, receivership, or any analogous insolvency procedure.

5.6 With effect from the date of termination, the Customer shall no longer be entitled to use any part of the Solution.

6. Remuneration

6.1 The Customer shall pay all Charges under the Agreement, together with any applicable taxes. Customers on a monthly billing cycle shall be charged for each calendar month in advance. Customers on an annual billing cycle shall be charged every 12 months in advance, starting at the Contract Commencement Date.

6.2 Charges are calculated based on the Customer's end users and any Collaborators permitted to use the Solution. SiteMax may periodically audit the number of end users and notify the Customer of any additional sums owing.

6.3 Payment shall be made without deduction, withholding, or set-off. Customers located in Canada shall pay in Canadian Funds by credit card; customers located outside Canada shall pay in US Dollars by credit card. Cheque payments are accepted for Customers in Canada on an annual billing cycle.

6.4 If the Customer fails to make any payment by the due date, SiteMax may suspend access to the Solution and charge interest on the unpaid amount from the due date until payment is received in full.

6.5 Implementation, onboarding, monthly, and annual transaction fees are non-refundable. If either party terminates after the minimum subscription period with 3 months' written notice, all pro-rated fees remain owed for the 3 months following the notice period.

7. No Warranties; Exclusion of Liability

7.1 SiteMax has the right and all necessary permissions to provide the Solution to the Customer. In the event of a third-party intellectual property claim, SiteMax shall defend and indemnify the Customer against damages finally awarded, provided the Customer: (a) promptly gives SiteMax written notice of the claim; (b) gives SiteMax sole control of the defence and settlement; and (c) provides all reasonable assistance at SiteMax's expense.

7.2 SiteMax has no responsibility to Customer other than as expressly set out in this Agreement. Without limitation, SiteMax has no responsibility for:

1. Data charges;
2. Computer hardware or mobile device degradation;
3. Compliance with building processes, safety instructions, or applicable workplace safety laws;
4. Serving data where end-users are at a location without an Internet or data connection;
5. Accurate delivery of push notifications or email reminders;
6. Personal injury, harm, death, or any other injury to persons detailed within forms or processes provided within the Solution.

7.3 The Solution is offered "as-is" without warranties beyond those in section 7.1. All warranties, express or implied, including merchantability and fitness for a particular purpose, are disclaimed. Neither party shall be liable for indirect damages, lost profits, or consequential losses. Total liability is capped at amounts paid in the prior 12 months.

8. General Provisions

8.1 This Agreement and any dispute or claim arising in connection with it shall be governed by the laws of British Columbia and Canada and shall be subject to the exclusive jurisdiction of the Provincial and Federal Courts.

8.2 If any provision of this Agreement is found to be void or unenforceable, that provision shall be severed without prejudice to the validity and enforceability of the remainder of the Agreement.

8.3 These Terms of Service shall prevail over the terms of any purchase order issued by the Customer.

8.4 The Customer shall not assign, transfer, or otherwise dispose of any of its rights or responsibilities under this Agreement without the prior written consent of SiteMax.