Terms and Conditions

1. INTRODUCTION

These Terms and Conditions (“Terms”) form a legal agreement ("Agreement") between Blackline Safety Corp. ("Blackline", "We", "Us", or "Our") and you as an individual or, if you are acting on behalf of a business, then both the business and you as an individual (collectively "You" or "Your"). This Agreement governs the services (“Services”) We may provide to You in connection with Your Blackline network user account (“Network Account”). Please read these Terms, Privacy Policy, Limited Warranty, Cartridge Policy and any other terms referenced in this document carefully.

Any current Blackline document including, but not limited to Our plans, features, Services, Products, or client software that You have selected and any other contract with Us or other document incorporated by reference (collectively, the “Materials”) together with this Agreement constitutes Our entire Agreement with You. If there is any inconsistency between the Materials and this Agreement, this Agreement will prevail.

By signing up or otherwise using Our Services, including any content or software application associated with Our Services, You are entering into this binding Agreement with Blackline. If You do not agree with (or cannot comply with) this Agreement, then you must not create a Network Account or use any of Our Services.

In order to use the Blackline Services, you need to (1) have the authority to enter into a binding contract with Us and not be prohibited from doing so under any applicable laws; and (2) provide registration information to Us that is true, accurate, and complete.

2. CHANGES TO THIS AGREEMENT

Blackline may amend this Agreement from time to time, which changes shall become effective upon posting to the Blackline website, currently available at www.blacklinesafety.com (“Site”) or within Your Network Account. To stay up to date, please make sure You check the Site or Contact Us at support@blacklinesafety.com and We will email You the latest version of this Agreement.

If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the Services.

3. ELECTRONIC COMMUNICATIONS

You consent to receive communications from Us electronically. We may communicate with You by e-mail, text message, posting notices through smartphone or mobile interfaces, or by posting notices on Our Site. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing. You acknowledge and agree that Blackline may contact You by text or e-mail in order to provide You with updates pertaining to Services and Your Network Account.

4. YOUR NETWORK ACCOUNT

You must provide accurate and current information as required by the relevant activation process, and promptly update the information as necessary to ensure that it is kept accurate and complete. You agree to immediately notify Blackline of any unauthorized use of Your Network Account (including an Authorized User) password or account. Blackline shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred by You or any Authorized User as a result of, or in connection with, Your Network Account and any Authorized Users’ failure to comply with these requirements.

5. RESTRICTIONS

When using the Services, You must comply with all applicable laws, this Agreement, and other Blackline policies adopted from time to time. You must not use the Services in any way that is illegal, fraudulent, abusive, or interferes with another subscriber's services or with the underlying network. You must not harass, threaten, embarrass, abuse, cause distress, unwanted attention, or discomfort to any entity or person. You must not alter any of the hardware or software We provide to You in connection with the Services. You agree that You are not authorized to, and You will not, combine the Services with other software programs, create derivative works based upon the Services or integrate any plug-in or enhancement that uses or relies upon the Services. You must not resell any or all of the Services. You must not transfer Your Network Account to any third party without Our prior written approval. Transmission of SPAM using the Services is prohibited.

6. PRIVACY

Blackline does not sell or rent Personal Information to any Third Party. Blackline may use Personal Information in order to provide the Services, analyze Blackline’s customer base, and fulfill other purposes described within our Privacy Policy. Blackline may share statistical information with Third Parties; where it does share statistical information, Blackline will ensure such information is in an anonymized form.

7. FEES AND PAYMENTS

You agree to pay Blackline, or where applicable, an authorized Blackline distributor (“Authorized Distributor”), for all Blackline hardware products (“Products”) and Services provided to You by Blackline. Service charges (“Service Charges”) for each Service will commence on the activation date (“Activation Date”) for such Service, which is the earlier of: the date of the initial activation of such Service or 30 days after delivery of the Product for which the Service will be provided.

Each Service requires You, on or before the Activation Date, to agree to pay for Service Charges for such Service for a committed period of time (the “Commitment Period”). When the Commitment Period for a Service has expired, that Service shall continue until terminated by You by providing 30 days written notice to Blackline.

You are liable for all Services Charges associated with Your Network Account, regardless of who has incurred them. You are responsible for the security of any user-names, passwords or authorization codes relating to Your Network Account and the security of any Products in Your possession or control.

Where You are invoiced by Blackline (and not an Authorized Distributor), all amounts associated with Your Network Account are due and payable in full from the date of the applicable Blackline invoice or statement. Each Blackline invoice will include, and You agree to pay (in addition to the Service Charges for Services) any applicable taxes, any other fees imposed by law, interest on prior invoices, and fees for returned or refused payments (collectively, “Fees”). All Service Charges and Fees are non-refundable unless otherwise expressly noted, even if any or all of Customer’s Services are suspended, terminated, or transferred prior to the end of the applicable Service term.

Changes to Your Network Account (e.g. price, plan, features or identifiers) will be made on a prospective basis and will not take effect until after Your next scheduled billing date.

7.1 RENEWALS AND CANCELLATIONS

Upon expiry of the Commitment Period for a Service, such Service shall continue to be provided or You cancel Service before the end of the applicable Commitment Period by providing written notice to (a) Your Authorized Distributor from which You purchased Service or (b) directly to Blackline. Blackline will not refund any pre-paid Fees already paid to Us for a Commitment Period. If you fail to provide Blackline or the Authorized Distributor from which you purchased Service within your cancellation notice for the applicable Service (“Cancellation Notice”) thirty (30) days prior to the end of the Commitment Period for such Service, you will be charged for each additional month until a Cancellation Notice is received. Cancellation Notices must be in writing and, in the case of a business customer with more than one user, will only be accepted by Blackline from a person authorized by such customer to make changes to the Network Account.

7.2 CUSTOMS; IMPORT DUTIES; BROKERAGE FEES

You are responsible for the payment of any customs clearance fees, import duties or brokerage charges imposed on or as consequence of the importation of the Products or Services provided to You.

7.3 BANK CHARGES

You agree that You are responsible and liable for the payment of any fees and charges in effect from time to time charged by any Bank, whether charged directly to you or to Blackline on your behalf, relating to Services rendered to You pursuant to this Agreement.

7.4 EMERGENCY RESPONSE FEES

You agree that you are responsible and liable for the payment of all emergency response fees and charges charged by any emergency service, whether charged directly to you or to Blackline on your behalf, relating to Services rendered to You pursuant to this Agreement.

7.5 LATE PAYMENTS

If You are invoiced by Blackline (and not an Authorized Distributor) and payment of an amount due on Your Network Account is not received by Blackline by the required payment date specified on the applicable invoice, the unpaid amount will be considered a delinquent amount and may be subject to a late payment charge of 2.0% per month, calculated and compounded monthly on the delinquent amount from the date of the first invoice on which the delinquent amount appears until the date Blackline receives such amount in full.

Blackline will notify You of any amount due on Your Network Account. If Blackline does not receive payment within thirty (30) days of said notice, then Blackline will provide a second notice (“Second Notice”) to You for the outstanding amount due on Your Network Account. If You fail to provide payment within 30 days of receipt of the Second Notice, then Blackline may suspend or cancel Service.

7.6 DISPUTED CHARGES

Where You are invoiced by Blackline (and not an Authorized Distributor),and You believe there has been an error in an invoiced Service Charge or Fee, You must notify Us within thirty (30) days after the charge was invoiced to request an adjustment. If You fail to provide such notice, then the applicable charge will not be adjusted, and You will be deemed to have accepted the Service Charges and Fees as they appeared on the applicable invoice.

8. CREDIT REQUIREMENTS

At the time of Your application for Services, You may be required to complete and sign an application to establish financial credibility (the “Credit Application”). Based on the Credit Application, Blackline may assign a credit limit and payment terms to You. You authorize Blackline to obtain information about Your credit history at any time, and from time to time, during the provision of Services. Blackline may require a deposit or impose other payment or credit requirements on You (e.g. interim payments; mandatory pre-payments) from time to time on such terms as determined by Blackline in its reasonable discretion. When Your Services are terminated, Blackline will apply any deposits or other payments against the outstanding final balance on Your Network Account.

Upon notice to You, Blackline, acting reasonably, may adjust the credit limit on Your Network Account. Activated Services may be suspended upon notice to You, to any or all of Your Accounts, if Your balance, including unbilled usage and pending Service Charges, Fees and adjustments, exceeds Your then-current credit limit. Recurring Service Charges continue to apply during any suspension of Services.

9. OUR SERVICES

Blackline’s Service are provided at Our discretion. We may modify, suspend, restrict, or cancel any or all of the Services or take corrective action at any time without prior notice and for any reason, including installation of required updates to the Services or the Products or software that utilizes the Services, or in response to Your breach of any of Your obligations under this Agreement.

The Services may use wireless communication networks provided by network operators. Wireless service coverage may be dependent upon the service plan You choose. If you require more information on Our Service plans, please Contact Us.

Blackline reserves the right to change the Services and the features, plans, Products, and software used in conjunction with the Services, without obligation to notify You of such changes. Visit Our Site for current updates and information concerning the use and operation of the Services. We may change the Site from time to time in our sole discretion.

10. DOWNLOADS

Any software made available to You for downloading in connection with the Services may be subject to additional terms and conditions provided to You during the downloading and/or installation process for such software. You agree to review and abide by any applicable terms and conditions, and assume all risks, associated with the use of such software.

11. YOUR CONTENT

Blackline and its Representatives will be free to copy any messages, data, media, text, content or other information (“Information”) transmitted through or to the Services by You or, in the case of a business customer, any of Your Authorized Users (“Content”) may be used, internally disclosed as required all Content for its own internal purposes as needed to provide and maintain the Services, and as needed to comply with applicable laws. You and any of Your Authorized Users may not upload, download, edit, modify or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual property right ("Intellectual Property Rights") of any person. Infringement may result from the unauthorized copying, posting, editing, modifying or distributing of any Content, including graphics, pictures, photographs, logos, software, and articles. By posting any Content, You represent (in the case of a business customer, on Your own behalf and on behalf of each of Your Authorized Users) that You have the legal right to use, distribute, and publish all such Content.

12. MONITORING AND DISCLOSURE

Blackline has no obligation to monitor any Information or Content accessible, transmitted or posted through or to the Services. Blackline may monitor Your use of the Services electronically from time to time and disclose to any third party any information necessary to:

(1)   Satisfy any legal, regulatory or other government request;

(2)   Operate the Services properly; or

(3)   Protect Us, other customers or users in accordance with Our Privacy Policy.

Blackline reserves the right to refuse to post or to remove or limit access to any Information or Content in whole or in part, that violates this Agreement or is otherwise deemed objectionable by Us in Our sole discretion.

13. LIMITED TWO-YEAR PRODUCT WARRANTY

Limited Warranty

Blackline Safety offers a two (2) year limited Product warranty ("Limited Warranty") to the original purchaser that the Blackline Product will be free from non-conformities in materials and workmanship for a period of two (2) years from the date of the Product’s first-time activation. If You, as the original purchaser of a Product, make a valid warranty claim for a defective Product ("Defective Product") during the Limited Warranty period, then upon receipt of Your Defective Product, Blackline’s sole obligation under the Limited Warranty is, at Blackline’s option, to repair or replace a Defective Product with a new or remanufactured Product ("Repaired Product"), at no cost to You. For more information Our Limited Warranty and how to request a return merchandise authorization (“RMA”) please visit see Our Limited Warranty page.

Advance Replacement Program

Blackline offers an Advanced Replacement Program (“Advanced Replacement Program”) to all eligible Customers who choose to opt in during the Limited Warranty period. For more information on the Advanced Replacement Program and Your eligibility, please Contact Us.

14. LOST OR STOLEN EQUIPMENT

We are not responsible for the loss, theft or unauthorized use of prepaid Service, Product or software. Once You call Us and notify Us of any such loss or unauthorized use, Your Network Account will be suspended. When You purchase a replacement Product or software, any remaining pre-paid Services will remain available for Your use with the replacement Product or software. If You have pre-paid Services remaining, You must contact Blackline in order to activate the replacement Product or software, rather than activate the replacement Product or software through the on-line activation process.

15. CARTRIDGES

You may either own or lease the Blackline base unit You use in connection with Your Services, depending on the agreement You have with Us relating to such Products. Information pertaining to our cartridges can be found in Our Cartridge Policy.

16. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the following, in each case as associated with Your Services: the software ("Software"), documentation ("Documentation"), and any other materials ("Materials") are provided under license, and not sold, to You. You do not acquire any ownership interest in any of the Software, Documentation or Materials, or any Intellectual Property Rights to any of the foregoing or the Products, under this Agreement, or any other rights thereto other than to use the same in accordance with, and subject to all terms, conditions and restrictions of, this Agreement. Blackline and its licensors and service providers reserve and retain their entire right, title and interest in and to the Software, Documentation, and Materials, and all Intellectual Property Rights arising out of or relating to the foregoing and the Products, except as expressly granted to You in this Agreement. You agree to safeguard all Software, Documentation, Materials, and Products from infringement, misappropriation, theft, misuse or unauthorized access. You must promptly notify Blackline if You become aware of any infringement of Blackline's Intellectual Property Rights in the Software, Documentation, Materials or Products and fully cooperate with Blackline in any legal action taken by Blackline to enforce its Intellectual Property Rights.

17. COPYRIGHT

All content included on the Site, including text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software (including the Software), is the property of Blackline and is protected by Canadian and international copyright laws. The compilation of all content on the Site is the exclusive property of Blackline and protected by Canadian and international copyright laws. All software (including the Software) used on the Site is the property of Blackline, its partners, or service providers, and protected by Canadian and international copyright and trade secret laws.

18. SOFTWARE LICENSE

Subject to Your strict compliance with all terms and conditions set forth in this Agreement, and provided You have an active Service which involves the use of Software, Blackline hereby grants to You a non-exclusive, non-transferable, non-sublicensable, limited license during the term of your Services to use, solely by You and, in the case of a business customer, through Your Authorized Users, the Software and Documentation. This license grants You the right, exercisable solely by You and, if applicable, through Your Authorized Users, to:

(a)   access and use the Software in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Your internal business purposes; and

(b)   download or otherwise copy or use the Documentation, solely in support of Your licensed use of the Software in accordance with this Agreement. All copies of the Documentation made by You will be subject to the terms and conditions of this Agreement; and must include all trademark, copyright, patent and other Intellectual Property Rights notices contained in the original.

19. WARRANTY DISCLAIMER

19.1   Blackline represents and warrants that all Products and Services will be free from material non- conformities in materials and workmanship for the term of this Agreement.

19.2   Subject to clause 20.1 and any applicable warranty referred to in clause 13 the Products and Services (including the Software and Documentation) are provided to You “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Blackline on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties whether express, implied, statutory or otherwise, with respect to the Products and Services (including any Software and Documentation), including all implied warranties of merchantability, fitness for particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage and trade secrets. Without limiting the foregoing, Blackline provides no warranty or undertaking, and makes no representation of any kind that the Products and Services (including Software and Documentation) will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected; and Your use of Products and Services, and equipment, facilities, and services of telecommunications providers and other suppliers and third parties is at Your own risk.

20. LIMITATION OF LIABILITY

To the fullest extent permitted under applicable law, in no event will Blackline or its affiliates, or any of its or their respective licensors or service providers, be liable to You or any third party for any use, interruption, delay or inability to use the Products or Services, lost revenues or profits, delays, interruption or loss of Services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with this Agreement, breach of contract, tort (including gross negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not Blackline was advised of the possibility of such damages.

In no event will Blackline and its affiliates' (including any of its or their respective Representatives', licensors' and service providers') collective aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including gross negligence) or otherwise, exceed the total amount paid to Blackline by You pursuant to this Agreement for the Products or Services (including the Software) that are the subject of the claim.

These limitations of liability apply to acts or omissions of Blackline, its partners, affiliates and Suppliers and each of their respective officers, directors, employees, suppliers, agents, consultants or other persons for whom in law such parties are responsible (together "Representatives"), which would give rise to a cause of action in tort, contract or any other doctrine of law.

21. DISPUTE RESOLUTION

Either Party may give notice, at any time, with respect to any dispute, claim or controversy arising out of or relating to the interpretation, performance or breach of this Agreement (“Dispute”). Any Dispute shall be referred to two representatives, one a representative of You, and the other a representative of Blackline, for negotiation of the Dispute. Failing final resolution of the matter within 30 days from the initial notice, the Dispute shall be referred to a mediator mutually agreed upon by the parties for non-binding mediation. The costs of the mediation shall be borne equally by the parties. The mediation must be held within 90 days of the conclusion of the negotiations between the representatives of the parties. Failing final resolution of the matter by mediation, the parties may refer the matter to binding arbitration in accordance with the rules of the ADR Institute of Alberta (“ADRIA”). The place of the arbitration shall be Calgary, Alberta. The arbitration shall be by a single arbitrator who shall be agreed upon by the parties. If the parties fail to agree on an arbitrator, a single arbitrator shall be appointed in accordance with the rules of ADRIA.

Nothing in this clause 22 shall prevent Blackline from continuing or commencing court proceedings to recover sums due to Blackline from You pursuant to this Agreement.

22. NOTICES

You may notify Us by mail sent to:

Blackline Safety Corp.
Unit 100, 803 24 Ave SE
Calgary, AB T2G 1P5
Canada

23. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

24. SEVERABILITY; WAIVER; INTERPRETATION

If any provision of this Agreement is held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Blackline or any third-party beneficiary to enforce the Agreement or any provision thereof shall not waive Blackline or the applicable third-party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including” and variations thereof, will be deemed to be followed by the words “without limitation”.

25. ASSIGNMENT AND SUB-LICENSING

Blackline may assign this Agreement, and any of its rights under this Agreement, in whole or in part, and Blackline may delegate any of its obligations under the Agreement. You may not assign the Agreement, in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party.

26. INDEMNIFICATION

You agree to indemnify and hold Blackline, its partners, affiliates and Suppliers, and each of their respective Representatives harmless from any and all liabilities, penalties, claims, causes of action and judgements brought by third parties (including costs, expenses and related reasonable legal fees) resulting from Your use or misuse of the Services, the Site or a breach of any of this Agreement whether based in contract, tort (including strict liability), or other doctrine of law and regardless of the form of action.

27. GOVERNING LAW

This Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the province of Alberta, and the federal laws of Canada applicable therein without regard to the conflict of laws provisions thereof.

28. ENUREMENT

This Agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns.

29. FORCE MAJEURE

Any delay or failure of Blackline to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused by an event beyond Blackline’s reasonable control, without its fault or negligence and that by its nature could not have been foreseen by Blackline or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism).

30. INFORMATION UPDATES

If any of Your information associated with your Network Account is out-of-date, You may provide the updated information to Your company's administrator who is approved by Blackline as an administrative contact. If you contact Blackline monitoring or customer care personnel to provide the updated information, Blackline will follow its internal processes to update the information as soon as it is practical to do so. You acknowledge and agree that; (i)Blackline is under no obligation to immediately update your information in such circumstances, since Blackline may need to seek approval from your company's approved administrative contact before processing the change and (ii) Blackline may process the change immediately and seek confirmation from company’s approved administrator contact after processing such change.