Last Updated: May 2025
Modifications to this Agreement: From time to time, CoLab may modify this Agreement. Changes will become effective for Customer upon renewal of Customer's current Subscription Term (as defined below), or entry into a new Order Form, except to the extent the changes apply to new functionality or the Data Processing Addendum, or are required by applicable law, in which case they will be effective immediately.
This Subscription Agreement is entered into between Customer and CoLab Software Inc., a Canadian corporation with offices at 251 E White Hills Road, St. John’s, NL, Canada, A1A 5N8 (“CoLab”). Customer and CoLab may be referred to individually as “Party” or collectively as “Parties.” This Subscription Agreement is effective as of the Start Date of the applicable Order Form.
The parties agree as follows:
DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer. “Control” for purposes of definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Subscription Agreement, including any exhibits, schedules and addenda, together with any Order Form(s).
“CoLab Services” means the services ordered by Customer as set out in a signed Order Form and made available by CoLab.
“Customer” means the customer which has signed one or more Order Forms.
“Customer Data” means (a) electronic data and information (i) submitted by or for Customer to the CoLab Services for processing by the CoLab Services, or (ii) created by Customer’s Users within the CoLab Services, and (b) information submitted to CoLab by the Customer’s administrator for the purpose of assigning a User’s login credentials. Customer Data does not include Usage Data as defined below.
"Documentation" means online user guides and knowledge base articles found at help.colabsoftware.com.
“Order Form” means an ordering document specifying the CoLab Services to be provided under this Subscription Agreement.
“Security Breach” means any unauthorized access to the CoLab Services or systems used to offer the CoLab Services, which results in the unauthorized access to or processing, alteration, disclosure or loss of Customer Data.
“User” means an individual who is authorized by the Customer to use the CoLab Services, for whom the Customer has purchased a subscription and to whom the Customer administrator has supplied a login and password.
“Virus” means any computer instructions designed to disrupt, disable, harm, alter, destroy or otherwise impede the operation of the CoLab Services, or Customer or CoLab’s computer systems. Viruses include programs or computer instructions that self-replicate without manual intervention, and instructions programmed to activate at a pre-determined time or upon a specified event.
All terms capitalized but not defined in this Agreement shall have the meanings ascribed to them in the Order Form.
1. COLAB RESPONSIBILITIES
1.1. CoLab will make the CoLab Services available to the Customer in accordance with (a) this Agreement and Documentation and (b) the Service Level Terms attached as Exhibit A. CoLab will provide the Services in accordance with all laws and regulations applicable to CoLab's provision of its Services to its customers generally (i.e. without regard for Customer's particular use of the Services), subject to Customer’s use of the CoLab Services in accordance with this Agreement, and any Documentation.
1.2. CoLab will provide Customer with technical and customer support services applicable to the package purchased by Customer at no additional charge.
1.3 CoLab will not access, view, delete, modify or process Customer Data except (a) as provided for in this Agreement; (b) as authorized or instructed by Customer, (c) as required to perform its obligations under this Agreement; or (d) as required by applicable law or government agency.
1.4 CoLab will implement and maintain industry-standard administrative, physical and technical safeguards designed to prevent unauthorized access to, or unauthorized loss, alteration, or disclosure of, Customer Data. These safeguards are described in CoLab’s trust portal. In the event of a Security Breach, CoLab shall notify Customer within 48 hours following CoLab’s confirmation of Security Breach and shall use commercially reasonable efforts, to contain such Security Breach and to secure at-risk Customer Data.
1.5 CoLab will be responsible for the performance of its employees and their compliance with CoLab’s obligations under this Agreement.
1.6 CoLab provides optional extensions (“CoLab Extensions”) which may be downloaded and installed by Customer. CoLab Extensions are used to integrate the CoLab Services with third-party software and applications (“Third Party Services”). CoLab hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to download, install and use the CoLab Extensions during the Subscription Term in order to connect with the CoLab Services (the “License”). Any use of the CoLab Extensions other than to connect with the CoLab Services is not permitted. Any acquisition of the Third Party Services and any exchange of data between Customer and the Third Party Services is solely between the Customer and the Third Party Service. CoLab is not responsible for Customer’s use of Third Party Services or for any access, disclosure, modification, deletion or loss of Customer Data resulting from Customer’s use of Third Party Services with the CoLab Integrations.
1.7 Customer may purchase certain analytical, reporting and predictive tools (“AI Features”) which return results and feedback generated by the AI Features. AI Features will be governed by additional terms of the AI Addendum.
1.8 To the extent personally identifiable information (“Personal Data”) from the European Economic Area (EEA), and the United Kingdom are processed by CoLab, the Standard Contractual Clauses and applicable addenda shall apply, as further set forth in the Data Protection Addendum (“DPA”). For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and execution of an Order Form by Customer or any Affiliate, shall be treated as its execution of the Standard Contractual Clauses and Appendices.
2. CUSTOMER RESPONSIBILITIES
2.1 Customer will access and use the CoLab Services in compliance with (a) the Agreement, (b) all applicable laws and regulations, and (c) any agreements between Customer and third parties.
2.2 Customer is responsible for the legality, quality and accuracy of Customer Data, the means by which the Customer has acquired Customer Data and Customer’s use of the Customer Data in connection with the CoLab Services.
2.3 Customer is responsible for (a) the actions of its Users in accessing and using the CoLab Services and (b) Users’ compliance with this Agreement, any Documentation and any applicable laws.
2.4 The number of User subscriptions are set out in an Order Form. User subscriptions may only be assigned to individuals. A User’s subscription and login credentials may not be shared with any other individual. User subscriptions may be reassigned to a new individual. If Customer exceeds the number of permitted Users, CoLab will work with Customer to address and remedy the issue.
2.5 Customer is responsible for maintaining the security of (a) its devices and systems, (b) Customer account, and (c) User subscriptions and login credentials (including but not limited to administrative and user passwords). Customer will identify an administrative user name and password for Customer’s CoLab account who will be responsible for administering the Customer account and User login credentials. Customer is responsible for all use of User subscriptions with or without Customer’s knowledge or consent. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Colab Services and will notify CoLab promptly of any such unauthorized access or use.
2.6 The CoLab Services support multi-factor authentication. Without limiting the generality of Sections 2.3, 2.4 and 2.5 or Customer’s obligation to indemnify and defend under Section 9, CoLab will not be liable for any damages, losses, costs or expenses caused by unauthorized access to and use of the Customer’s CoLab and User accounts (a) if the unauthorized access to and use of the accounts could have been prevented through use of multi-factor authorization and (b) through failure of Users to maintain the confidentiality of any password or login credentials.
2.7 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the CoLab Services or any code, documentation or data related to the CoLab Services (all of the above, “Software”); (b) copy, frame, mirror, modify, translate, or create derivative works based on the CoLab Services or any Software; (c) sell, re-sell, license or share for a fee the CoLab Services; (d) remove any proprietary notices or labels; (e) circumvent or attempt to circumvent any security controls, authentication or access controls; or (f) perform security testing in any form on the CoLab Services, or any CoLab-owned solutions, websites or APIs.
2.8 Misuse and abuse of the CoLab Services and login credentials may threaten the availability and integrity of the CoLab Services. Should CoLab reasonably believe that the integrity and availability of CoLab Services are affected by a User's actions resulting in the following: (i) denial of service attacks, excessive bandwidth use, or other disruptive activity, (ii) creation of a security vulnerability in the CoLab Services, or (iii) is otherwise causing harm to CoLab or other customers, CoLab may suspend Customer’s access to and use of the CoLab Services until the offending actions have been rectified. CoLab will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy such violation prior to suspension. Repeated violation of this Section 2.8 may result in termination of the Services under Section 6.4. In the event that it is proven Customer has violated the provisions of this Section 2.8, Customer waives any and all claims against CoLab for any loss, cost, damages or expenses, that Customer may incur by virtue of such suspension or termination of use of the Services under this Section 2.8.
2.9 From time to time, CoLab may make services and features not otherwise generally available and designated as beta, limited release, developer preview, or description of similar import (“NGA Services”) available to Customer. Participation in a beta or similarly designated test and access to the NGA Services is voluntary. Unless otherwise provided under a separate agreement, use of the NGA Services is subject to the terms and conditions of this Agreement except for sections 8.1 and 9. With respect to access and use of NGA Services only, in no event shall CoLab have any liability hereunder to Customer for any damages whatsoever, including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, data or use, however caused and, whether in contract, tort or under any other theory of liability, whether or not Customer has been advised of the possibility of such damages unless such disclaimer of liability is not enforceable under applicable law in which case CoLab’s liability with respect to this agreement shall not exceed $100.00. CoLab does not warrant or represent that NGA Services will become generally available. Customer agrees that CoLab, in its sole discretion, may (a) terminate the NGA Services or (b) terminate Customer’s access to the NGA Services or any part thereof. CoLab will endeavour to give prior notice of termination of the NGA Services or Customer’s access to same. Customer agrees that CoLab will not be liable to Customer or any third party for such termination. Any Customer Data entered into the NGA Services will be permanently lost upon the suspension or termination of the NGA Services. Customer is solely responsible for exporting Customer Data from the NGA Services.
3. CONFIDENTIALITY
3.1 “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information of CoLab includes, without limitation, non-public information regarding business and marketing plans, pricing, roadmaps, features, pricing, functionality and performance of the CoLab Services, and the terms and conditions of this Agreement. Confidential Information of Customer includes the Customer Data.
3.2 The Receiving Party agrees (a) to take reasonable precautions to protect such Confidential Information and (b) not to use (except as permitted under Section 3.4) or divulge to any third person any such Confidential Information
3.3 Confidential Information does not include any information that: (a) is or becomes generally available to the public (with the exception of personally identifiable information contained in Customer Data); (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
3.4 The Receiving Party agrees that it shall only use Confidential Information of the Disclosing Party for the purpose of accessing or providing the CoLab Services or as otherwise permitted by the scope of this Agreement.
3.5 The Receiving Party agrees to take all necessary and appropriate steps to keep confidential, and protect, the Disclosing Party's Confidential Information, including by: (a) restricting access to all Confidential Information received from the Disclosing Party to those employees of the Receiving Party who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party; and (b) not using, disclosing, or allowing access to Confidential Information received by it to any third party, except as authorized by the Disclosing Party in writing. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s express written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliates, legal counsel’s or accountants’ compliance with this “Confidentiality” section.
3.6 Should Receiving Party receive a request for disclosure of any Confidential Information, Receiving Party shall (a) inform Disclosing Party, to the extent that it is able to do so, in order for Disclosing Party to, in its discretion, contest the disclosure of the Confidential Information and (b) only disclose the minimal amount of Confidential Information necessary.
4. PROPRIETARY RIGHTS
4.1 Ownership of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information.
4.2 Ownership of Customer Data. Customer shall own all rights, title and interest in and to the Customer Data.
4.3 Ownership of CoLab Services. CoLab shall own and retain all right, title and interest in and to; (a) the CoLab Services and software, and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with support services; and (c) all intellectual property rights related to any of the foregoing.
4.4 Limited License to Host Customer Data. Customer grants CoLab a worldwide, limited term license to use, host, copy, transmit and display Customer Data as necessary in order for CoLab to provide the CoLab Services.
4.4 Feedback. In the course of using the CoLab Services, Customer or its Users may provide CoLab with feedback and suggestions regarding the CoLab Service. Customer hereby assigns to CoLab ownership in all such feedback and suggestions and all rights therein, including all intellectual property and moral rights, without any royalty or accounting obligations as long as such feedback does not contain Confidential Information of the Customer.
4.5 Publicity Rights. CoLab grants to Customer the right to use CoLab's name and trademarks solely to identify CoLab as a provider of the Colab Services to Customer. Customer grants CoLab the right to use Customer's company name and trademarks in marketing, sales, and public relations materials (including use on CoLab’s website) solely to identify Customer as a CoLab Services customer. Other than as expressly stated herein, neither party shall use the other party's trademarks without the prior written permission of the other party. Any trademark usage shall be in accordance with the Party’s trademark usage guide, as applicable.
4.7 No other rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1 The CoLab Services are purchased as subscriptions and are subject to the quantities and limits set out in the Order Forms. Payment obligations are non-cancelable and quantities purchased cannot be decreased during the relevant Subscription Term.
5.2 Customer will pay CoLab the price for all CoLab Services as set out in the Order Form.
5.3 At any time during the Subscription Term, Customer may increase the number of User subscriptions by either (a) upgrading its subscription package or (b) purchasing additional User subscriptions and, where necessary, the signing of a new Order Form. If the Customer incurs the payment of additional fees for the upgraded package or additional subscriptions, Customer shall be billed, and Customer agrees to pay, the additional fees.
5.4 Full payment for invoices must be received by CoLab thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
5.5. If any amount owed by Customer is 30 days or more overdue, CoLab may, without limiting its other rights and remedies, suspend or terminate the CoLab Services. Further, CoLab may condition future renewals and Order Forms on payment terms shorter than those specified in this Agreement. CoLab will give Customer 10 days' notice that its account is overdue before triggering any remedies under this Section 5.5.
5.6. CoLab will not exercise its rights under Section 5.4 or 5.5 if Customer is disputing the applicable amounts reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.7 CoLab’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature including, for example, HST GST, sales, use or withholding taxes (“Taxes”). Customer shall be responsible for all Taxes associated with the CoLab Services other than Taxes based on CoLab’s net income, property and employees for which CoLab is solely responsible.
5.8 Customer shall supply CoLab with its billing contact information upon registration. Customer is responsible for maintaining accurate billing contact information. If Customer believes that CoLab has billed Customer incorrectly, Customer must contact CoLab no later than 60 days after the closing date on the billing statement in which the error or problem appeared.
6. TERM AND TERMINATION
6.1 This Agreement commences on the Effective Date and continues until all subscriptions have expired or been terminated.
6.2 The initial term of each subscription shall be as specified in the Order Form, and shall commence on the Subscription Start Date and continue for the stated length of the Subscription Term. Except as otherwise specified in the Order Form, subscriptions shall automatically renew for successive one year terms (each, a “Renewal Term”), unless either party gives the other party notice of non-renewal at least 30 days before the end of the then-current term. Upon the commencement of a Renewal Term and unless otherwise stated in an Order Form, CoLab reserves the right to increase the annual fees for a Renewal Term by up to 7% above the applicable pricing in the prior term, provided CoLab notifies Customer of the increase, different pricing, or new charges and fees at least 60 days prior to the applicable Renewal Term (which may be sent by email). Notwithstanding anything to the contrary, any renewal in which the number of Customer’s Users has decreased from the prior term will result in re-pricing at renewal, without regard to the prior term’s fees.
6.3 Except as expressly provided in the applicable Order Form, renewal of promotional, discounted or one-time priced subscriptions or packages will be at CoLab’s list price in effect at the time of the Renewal Term.
6.4 In addition to any other remedies it may have, either Party may terminate this Agreement upon thirty (30) days’ notice (or with 10 days’ notice in the case of nonpayment), if (a) the other Party materially breaches any of the terms or conditions of this Agreement and such breach has not been cured within the thirty (30) day notice period or (b) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
6.5 If this Agreement is terminated by Customer in accordance with Section 6.4, CoLab will refund Customer any prepaid fees covering the remainder of the Subscription Term. If this Agreement is terminated by CoLab in accordance with Section 6.4, Customer will pay in full for the CoLab Services up to and including the last day of the Subscription Term and shall not be entitled to any refund.
6.6 Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, CoLab shall deliver to Customer, at no cost to Customer, a copy of all Customer Data in a mutually agreed-upon, generally available, format. After that thirty-day period, and no later than 90 days after that period has expired, CoLab shall erase and/or destroy all copies of Customer Data in CoLab’s possession.
7. WARRANTY AND DISCLAIMER
7.1 CoLab warrants that, during the Subscription Term, (a) it shall use reasonable efforts consistent with prevailing industry standards to maintain and provide the CoLab Services in a manner which minimizes errors and interruptions in the CoLab Services; (b) it will not materially decrease the functionality of the CoLab Services and (c) the CoLab Services will perform materially in accordance with the Documentation. For any breach of these warranties, Customer’s exclusive remedy is that described in the Termination section above or under Exhibit A where applicable.
7.2 CoLab warrants that, during the Subscription Term, it shall not materially decrease the security of the CoLab Services. Customer warrants that Customer Data it uploads into the CoLab Services will not contain any Viruses.
7.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COLAB SERVICES ARE PROVIDED “AS IS". SPECIFICALLY, COLAB DOES NOT WARRANT THAT THE COLAB SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
8. INDEMNIFICATION
8.1 CoLab will defend Customer (including any Affiliates) against any claim, demand, suit or proceeding brought against Customer by a third party (a) alleging that the CoLab Services infringe any such third party’s intellectual property rights or (b) alleging that the CoLab Services, as generally provided, breaches applicable laws or (c) arising from a Security Breach (each, a “Claim against Customer”) CoLab will indemnify Customer from any damages, attorney’s fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by CoLab of, a Claim against Customer. CoLab will indemnify and defend against a Claim only to the extent such Claim is based on or arises from or relates to an action solely attributable to CoLab.
8.2 Customer will defend CoLab (including any Affiliates) against any claim, demand, suit or proceeding brought against CoLab by a third party (a) alleging that Customer’s use of the CoLab Services (i) breaches this Agreement or applicable law or (ii) breaches an agreement between a third party and Customer; or (b) alleging that Customer’s use of Customer Data with the CoLab Services (i) infringes the intellectual property rights of a third party or (ii) violates any applicable law or (c) arising from a Security Breach (each, a "Claim Against CoLab"). Customer will indemnify CoLab from any damages, attorney’s fees and costs finally awarded against CoLab as a result of, or for amounts paid by CoLab under a settlement approved by Customer of, a Claim Against CoLab. Customer will indemnify and defend against a Claim to the extent such Claim is based on or arises from or relates to an action solely attributable to Customer.
8.3 As a condition to indemnification, the indemnified Party will provide the indemnifying Party with written notice of such claim. Neither Party will enter into any settlement or compromise of any such claim without the indemnifying Party’s prior written consent. The indemnifying Party may assume the exclusive defense and control of any matter subject to indemnification. In all events, each Party will cooperate with the other in the defense of any claim.
8.4 This "Indemnification" section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third party claims described in this section.
9. LIMITATION OF LIABILITY
9.1 Except for damages arising from a Security Breach, in no event shall the aggregate liability of either Party together with all its Affiliates exceed the fees paid by Customer for the CoLab Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Parties have been advised of the possibility of such damages. The foregoing limitation will apply whether an action is in contract or in tort and regardless of the theory of liability. The foregoing shall not limit Customer’s obligations under Section 5 (Payment of Fees).
9.2 In no event will either Party have any liability arising out of or relating to this Agreement for: (a) loss of business, profits, revenue and goodwill, and (b) any punitive, indirect, exemplary, incidental, cover, business interruption, special or consequential damages, arising out of or related to this Agreement. The foregoing will not apply to the extent prohibited by law.
10. MISCELLANEOUS
10.1 Export Control. The CoLab Services may be subject to export laws and regulations of Canada, the United States and other jurisdictions. CoLab and Customer each represent that it is not on any government denied-party list. Customer will not permit any User to access or use the CoLab Services in a Canada- or US-embargoed country or region or in violation of any Canadian or American sanction, export law or regulation.
10.2 Anti-Bribery and Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement.
10.3 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.4 Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment (Section 5), confidentiality obligations (Section 3), warranty disclaimers (Section 7), and limitations of liability (Section 9).
10.5 Assignment. Neither Party may transfer any of its rights and obligations under this Agreement without the other Party's prior written consent (not to be unreasonably withheld); provided however, either Party may assign this Agreement in its entirety (including all Order Forms) without the other Party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of a direct competitor of the other Party then the other Party may terminate this Agreement upon written notice and will received a pro-rated refund for the remainder of any prepaid fees effective the date of the termination.
10.6 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter(s) (including confidentiality) of this Agreement. All waivers, amendments and modifications must be in a writing signed by both parties, except as otherwise provided herein. The Parties agree that terms or conditions contained in any order or purchasing documentation presented by Customer are void.
10.7 Order of Precedence. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the Subscription Agreement, (3) any exhibits or addenda to the Agreement.
10.8 Independent Contractors. No agency, partnership, or joint venture is created as a result of this Agreement. Each of Customer and CoLab is and shall remain an independent contractor with respect to all performance rendered under this Agreement and any Order Forms. Neither party shall have the authority to bind or make commitments on behalf of the other party for any purpose, nor shall neither Party shall hold itself out as having such authority
10.9 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10.10 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
10.11 Governing Law and Forum. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of laws provisions. The parties hereby attorn to the jurisdiction of the courts located in Toronto, Ontario for any disputes related to this Agreement.
EXHIBIT A
Service Level Terms
CoLab Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CoLab or by third-party providers, or because of other causes beyond CoLab’s reasonable control, but CoLab shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption
During the Term, CoLab will use commercially reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.5% for any calendar month and scheduled maintenance (“Service Provider SLA”). If CoLab does not meet the Service Provider SLA, and so long as Customer’s account is current, Customer will be eligible to receive the credits described below. These credits are Customer’s exclusive remedy for any failure by CoLab to meet the Service Provider SLA.
CoLab and Customer hereby agree as follows:
“Downtime” means the time in which any CoLab Service is not capable of being accessed or used by the Customer, as monitored by CoLab.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
“Exclusion from Downtime” The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage:
Service Credits
Credits are issued as a financial reimbursement if CoLab does not meet the Service Provider SLA for a particular month of the ordered term. Upon approval of a claim we will provide the applicable remedy set forth below:
Claim Procedure
To receive a service credit for a particular calendar month, Customer must submit a claim by email to the support team within 30 days of the end of the month during which the CoLab Services did not meet the Service Provider SLA, and include the following information:
