Thank you for signing up for a subscription with JobSnap provided by Arvio Inc. (“Arvio” or “We” or “Our”). By placing an order, clicking to accept this Agreement, or using or accessing any JobSnap Service or related services, You agree to all the terms and conditions of this Terms of Service Agreement (“Agreement”). If you are subscribing to the JobSnap Services on behalf of a company or other entity, then the “Customer” or “You” or “Your” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
Please read the following Terms of Service carefully, as such actions are a symbol of Your consent to become a party to this Agreement and agree that this Agreement is enforceable like any written negotiated agreement signed by you. If you do not agree to all of the terms hereof, do not indicate your consent and make no further access and use of the product.
If you subscribe for a free trial, you will have the right to use the service for the trial period. Your ability to use all features of the app will terminate on expiry of the trial unless you subscribe to a paid plan granting full access to the Service.
The JobSnap Services allow Customers to manage time sheets, payroll and assets in the construction industry as provided on the employer-only section of the JobSnap website www.jobsnap.ca (which includes the Customers only portal) in combination with the JobSnap Mobile App (together the “JobSnap Platform”).
2.1. “Admin Users” refers to users specially designated and authorized by the Customer or its Affiliates to have certain administrator rights to manage and configure Customer’s subscription to the JobSnap Platform.
2.2. “Affiliate(s)” refers to any entity which is controlled by, in control of, or is under common control with a party to this Agreement, where “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
2.3. “JobSnap Services” refers to Arvio’s proprietary software-as-a-service product(s) to manage time sheets, payroll and assets as provided on the JobSnap Platform from time to time, including any technical support services detailed on Our website, but excluding any Third-Party Services.
2.4. “Customer Data” refers to any information, including but not limited to, first and last name of contact person, business email address, business phone number, employee ID and End User role, collected by Arvio from Customer that is required to set up and manage a subscription to the JobSnap Platform and to contact Customer with regards to the JobSnap Platform, and shall not include End-User Personal Information, or information collected by Arvio’s third party service providers such as its hosting service provider and its e-commerce service provider.
2.5. "Documentation" means all manuals, guides, and other information materials in any form related to access and use of the JobSnap Platform and the JobSnap Services provided by Arvio.
2.6. “End-Users” refers to employees, contractors, and sub-contractors specially designated and authorized by the Customer to access the Mobile App. End Users may also be Admin Users.
2.7. “End-User Personal Information” refers to any information, including but not limited to, first and last name, email address, cell phone number, Employee ID, GSP location, and log in/log out time stamped information of End-User that is collected by Arvio on behalf of and for the benefit of the Customer, at the Customer’s option depending on the functionality setting selected by the Customer on the JobSnap Platform.
2.8. “Mobile App” means the mobile application known as JobSnap downloaded from third-party digital distribution stores.
2.9. “Subscription Term” means the initial monthly or annual term for the subscription to the applicable JobSnap Services, as specified on the Customer’s online order form, and each subsequent renewal term (if any) as specified under Section 7.
3.1. Admin Users. Admin Users will need to register for a JobSnap account in order to receive the JobSnap Service. Account information submitted by Admin Users must be accurate, current, and complete. The Customer agrees to keep information on Admin Users up-to-date so that Arvio may send notices, statements, and other information by email or through the Customer’s account to Admin Users.
3.2. End Users. The Customer may grant access to End Users, who get access to designated functionality on the JobSnap Platform, depending on their roles within the Customer’s organization. The Customer is responsible for the accuracy and completeness of End User information.
3.3. Account Security. The Customer must ensure that any user IDs, passwords, and other access credentials for the JobSnap Platform are kept strictly confidential and not shared with any unauthorized person. If any Admin User or End User stops working for the Customer, the Customer must immediately terminate that person’s access to its account and any JobSnap Services. The Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords, or access credentials. The Customer must notify Arvio immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific customers and users and must not be shared with others.
3.4. Liability. The Customer is fully liable for its Admin Users and any action taken or performed by them. The Customer is responsible for ensuring that any individual who has access as an Admin User is authorized to act on its behalf with respect to the use of the JobSnap Platform.
4.1. Use of JobSnap Services. Arvio grants the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable limited license during the applicable Subscription Term to access and use the JobSnap Platform solely for the Customer’s (and the Customer’s Affiliates’) internal business purposes, subject to and only in accordance with the terms and conditions of this Agreement.
4.2. Documentation. Arvio’s Documentation is available online and constantly being developed and improved, and, as a result, during a Subscription Term, Arvio may update the Documentation to reflect best practice with respect to the JobSnap Platform and the relevant JobSnap Services. As part of the right and license in Section 4.1 above, the Customer and its Affiliates may use limited copies (digital or print) of the Documentation for internal use for the purposes of educating Admin Users and/or End Users on how to use the JobSnap Platform and the relevant JobSnap Service. The Customer is solely responsible for keeping any internal copies of the Documentation up-to-date with Arvio’s version.
4.3. Jobsnap Mobile App. For the Jobsnap Mobile App, the right and license granted in Section 4.1, subject to the same conditions, further includes: (i) for those that download the Jobsnap Mobile App from an app store, a worldwide, non-exclusive, non-transferrable, non-sublicensable limited license during the Subscription Term to install and use the Jobsnap Mobile App; and (ii) for the Customer, the right and license during the Subscription Term to distribute the Jobsnap Mobile App (such as through an email link or a download page) through an app store.
4.4. Ownership of Intellectual Property. The Customer acknowledges that it is obtaining only a limited right to use the JobSnap Platform and Service and that no ownership rights are transferred to the Customer under this Agreement. The JobSnap Services are offered as an online, hosted product accessible through the JobSnap Platform. Accordingly, the Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any JobSnap Services and that Arvio at its option may make updates, bug fixes, modifications, or improvements to the JobSnap Services from time-to-time. Customer agrees that Arvio retains all rights, title and interest (including all intellectual property rights) in and to the website, the customers’ portal, the Mobile App, and all components thereof (which is Arvio’s confidential information) and reserves any rights not specifically granted in this Agreement.
4.5. Suggestions. If You choose to contact us about improvements to Our products and services, we will retain any right, title and interest in and to the suggestions and will be entitled to use the suggestions without restriction. The Customer grants Arvio all rights, titles and interest in and to the suggestions, waive all moral rights on the suggestions and agree to provide us with such assistance as we may request to document, refine and retain our rights in such suggestions. The Customer represents that Your suggestions do not contain confidential information or information that is the property of third parties and you agree that: (i) Arvio has no explicit or implicit obligation of confidentiality with respect to the suggestions; (ii) Arvio is authorized to use or disclose (or choose not to use or disclose) the suggestions for any purpose whatsoever, in any manner whatsoever, on any medium whatsoever, anywhere in the world; (iii) Arvio may already have considered or be in the process of developing the same or similar features as those mentioned in the suggestions; and (iv) the Customer will not receive any compensation or reimbursement of any kind from us, regardless of the circumstances under which the suggestions are given to us.
4.6. Export Control. The Customer shall not access, use, or export, or re-export, or permit any End User or third party to access, use, export or reexport the JobSnap Platform, JobSnap Services or the Documentation to a country subject to a Canadian or United States embargo. By using the JobSnap Platform and Services, You represent and warrant that neither You nor the End user is located in any such country.
4.7. U.S. Government Rights. Each of the JonSnap Platform and Documentation that constitute the JobSnap Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the JobSnap Platform, JobSnap Services, and Documentation as are granted to all other customers and/or end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
5.1. Customer Responsibilities. The Customer owns all right, title and interest in all the End User Personal Information and same shall be collected by Arvio on Customer’s behalf. The Customer shall be solely responsible for: (a) the content, quality and accuracy of the End User Personal Information; (b) notifying the End Users regarding what personally identifiable information will be collected and how it will be used, and receiving appropriate consent of End Users to collect and use this information; (c) ensuring a valid legal basis for collecting, storing, and using End User Personal Information via an applicable Customer Privacy Policy; and (iv) ensuring that the Customer complies with applicable laws and regulations, including without limitation privacy laws and data protection laws in all relevant jurisdictions. Customer’s privacy polices governing its use of End User Personal Data must clearly state that Arvio is collecting and storing such information on Customer’s behalf and that Arvio shall not be liable for any breach of privacy or data protection laws relating to this information.
5.2. Arvio Responsibility. Unless provided or expressly agreed by the Customer, Arvio: (a) shall not access, process, or otherwise use the Customer Data or the End User Personal Information other than as necessary to fulfil the purposes in this Agreement; and (b) shall not grant any third-party access to the Customer Data or the End User Personal Information, except its employees, advisors, consultants, and agents who need such access in order to facilitate the terms in this Agreement. The Customer Data and End User Personal Information may be used by Arvio in the aggregate (so as to not identify a person) for marketing purposes, statistical and analytical purposes, and/or in the creation of machine learning technology.
5.3. Third-Party Service Providers. Customer acknowledges that Arvio uses third-party service providers such as Amazon Web Services for is web hosting and data storage services as well as Stripe for its e-commerce solution provider. Stripe will collect your name, address, credit card, and billing information to complete your transaction. Customer shall refer to the privacy policies for Amazon Web Services (add hyperlink to AWS privacy policy) and Stripe (add hyperlink to Stripe privacy policy) to ensure You understand how these third parties collect, use and store personally identifiable data, including the use of cookies, when Customer is using the JobSnap Platform.
5.4. Customer Data Security. Arvio shall ensure that is has in place appropriate administrative, physical, and technical measures designed to protect the security and confidentiality of the Customer Data, yet the Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the JobSnap Services, the Customer assumes such risks. Arvio offers no representation, warranty, or guarantee that the Customer Data will not be exposed or disclosed through errors or the actions of third parties.
5.5. Customer Data Deletion. Arvio may deactivate the Customer’s account and delete any End User Personal Information contained on the JobSnap Platform: (a) upon 90 (ninety) days after the end of the trial period if Customer does not enter into a Subscription Agreement with Arvio; (b) upon ninety (90) days after the termination of Customer’s Subscription Term; (b) if Customer’s account is delinquent, suspended, or terminated for 90 (ninety) days or more. In these cases, Arvio shall have no liability for any failure of the Customer to retrieve the End User Personal Information and shall have no obligation to retain it.
6.1. Subscription Fee. The Customer agrees to pay all fees in the currency, payment period, and payment frequency for the Subscription Term specified in the online order form, including all specified taxes and tariffs. Information about the current fees for Customers who are registered on the JobSnap Platform can be found in the billing section of your account.
6.2. Free trial. New Customers can use the JobSnap Platform and Service for free for thirty (30) days. Upon the end of the thirty (30) day trial, the Customer must subscribe to either a monthly or annual subscription, or their account and the data stored within will no longer be accessible by the Customer as per Section 5.5.
6.3. Billing, Changes to Service Tiers, and Cancellations. The JobSnap Service is billed in advance on a monthly or annual basis. There will be no refunds or credits for partial months or year of service, upgrade or downgrade refunds, or refunds for months unused with an open account. To treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If you upgrade your account in a manner that affects your re-occurring rate (ex. Add additional End Users), this will trigger a pro-rated charge which will be processed immediately using the payment method you have provided. If you downgrade your account, we will adjust your fees down as of the next billing cycle. Downgrading your JobSnap Service may cause the loss of content, features, or capacity of your account. Arvio does not accept any liability for such loss. If you cancel your subscription before the end of your current paid up month, your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and you will not be charged for the next month or be able to access your account. Prices of all services, including but not limited to monthly subscription plan fees to the JobSnap Service, are subject to change upon fourteen (14) days’ notice from us. Such notice may be provided by email or through an in-app notification.
7.1. Term. This Agreement is effective until the Customer’s Subscription Term has expired or access to the JobSnap Platform is terminated as expressly permitted in this Agreement.
7.2. Subscription Term. By executing an online order form for the purchase of the JobSnap Service, the Customer is agreeing to pay applicable fees for the entire Subscription Term. The Customer can cancel or terminate a Subscription Term at any time.
7.3. Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with Section 9 below. After your initial Subscription Term, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Arvio’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or, in the event that you receive a notice from Arvio that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Arvio notice), by logging in and going to the “Cancel your account” section of your “Account and Billing” page and by notifying Arvio of the intended termination by phone.
8.1. Termination for Cause. Arvio may suspend or terminate this Agreement, at its option, if (i) the Customer breaches the provisions listed in Sections 4 or 5, or for repeated violations of this Agreement; (ii) the Customer’s account is overdue by fourteen (14) or more days; or (iii) if, at any time and without notice, Arvio determines that there has been serious misconduct taken by the Customer, including but not limited to, any attempt to steal information, share personal data, reverse engineer or make fraudulent, illegal, or unlawful use of the JobSnap Platform.
8.2. Termination Without Cause. Subject to Section 8 above, the Customer may terminate the Agreement at any time, directly within your JobSnap account. Arvio will take the necessary steps to stop automatic payments for your account and cancel your access to the JobSnap Platform. You will continue to have access to your JobSnap account until the end of the period that has already been paid.
8.3. Effect of Termination. Upon any expiration or termination of this Agreement: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable JobSnap Service(s); (b) stop distributing any Mobile Apps; and (c) delete (or, at Arvio’s request, return) any and all copies of the Arvio Documentation, passwords, or access codes, and any other Arvio confidential information in Customer’s possession, custody, or control; (ii) The Customer’s right to access any End User Personal Information in the applicable JobSnap Service will cease and Arvio may delete the End User Personal Information at any time after ninety (90) days from the date of termination; and (iii) The Customer may self-export content using the available functionality in the JobSnap Services prior to the end of the Subscription Term, or if self-export is not available, Arvio, on written request within ninety (90) days of the end of the Subscription Term, will make available a copy of Customer’s content in an industry standard format, with the costs for the data export to be paid by the Customer.
8.4. Termination of End User Access. In the event that Arvio determines, in its sole discretion acting reasonably, that an End User is not complying with the Terms of Service for use of the Mobile App, Arvio reserves the right to suspend access of the End User to the Mobile App. Arvio agrees to notify Customer of such suspension and provide Customer with an opportunity to rectify any issues capable of being cured.
The Customers agrees to indemnify and hold Arvio and our affiliates, directors, officers, shareholders, employees, mandataries and licensors harmless from and against any and all damages, claims, liabilities, losses, costs, fines, penalties and debts, including reasonable legal fees and costs that We or they may incur or be required to pay, directly or as a result of a third-party claim resulting from: (i) your use of the JobSnap Platform; (ii) any use by you of the End User Personal Information; (iii) any complaint from a third party regarding soliciting electronic messages sent by You; (iv) any other alleged violation this Agreement on Your part; and (v) any illegal, unauthorized use of the Mobile App by the End Users.
IN NO EVENT SHALL ARVIO INC. BE LIABLE TO THE CUSTOMER OR ITS END USERS FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE, ACCESS OR USE OF THE JOBSNAP PLATFORM OR SERVICES, AND THE INFORMATION CONTAINED IN OR COMPILED BY THE JOBSNAP PLATFORM OR SERVICES, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY ARVIO OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT WILL ARVIO INC. BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE ACCESS OR USE OR INABILITY TO ACCESS OR USE THE JOBSNAP PLATFORM OR SERVICES, EVEN IF ARVIO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ARVIO’S TOTAL LIABILITY TO THE CUSTOMER OR THE END USER FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR ACCESS TO THE JOBSNAP PLATFORM AND SERVICES DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
11.1. Assignment. Customer may not assign this Agreement without the advance written consent of Arvio.
11.2. Applicable Law. This Agreement is governed by the laws of the Province of Nova Scotia and the laws of Canada applicable therein and must be interpreted in accordance with them, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction and without reference to the UN Convention on Contracts for the International Sale of Goods. Any dispute relating to this Agreement or your use of the JobSnap Platform and/or Services must be submitted to a court of competent jurisdiction in the Province of Nova Scotia, to the exclusion of any other court or jurisdiction.
11.3. Notices. Any notice or communication under this Agreement must be in writing. The Customer must send any notices under this Agreement to Arvio via mail to its registered office, as well an email copy to [email], and include “[LEGAL NOTICE]” in the subject line. Arvio may send notices pursuant to this Agreement to Customer’s email contact points provided by the Customer, and such notice will be deemed received 24 hours after they are sent. Arvio may also provide operational notices regarding the JobSnap Service or other business-related notices through conspicuous posting of the notice on the Arvio’s Service for Admin Users. Each party consents to receiving electronic notices.
11.4. Publicity. Unless otherwise negotiated with the Customer, Arvio may use the Customer’s name, logo, and marks to identify Customer as a Arvio customer on Arvio’s website and other marketing materials.
11.5. Independent Contractors. This Agreement should not be construed as creating a partnership or joint venture. In addition, the parties hereto will in no event act on behalf of the other party or otherwise expose that other party to liability, unless consent to do so is given in writing.
11.6. Amendment to this Agreement. Arvio may change the terms of this Agreement at any time an it is Your responsibility to check the version numbers on this Agreement from time to time as any non-material changes will apply to You and you hereby agree to be bound by same. You will receive notice of any substantial modification of the terms of this Agreement by email before the entry into force of the amended Agreement. If you establish that a modification to the Agreement materially reduces your rights under the Agreement, you may terminate your subscription to the JobSnap Platform without penalty by notifying us in writing within 30 days of receiving the notice, noting the offending modification.
11.7. Entire Agreement. Our failure to exercise or enforce any right or provision of these terms shall not operate as a waiver of such right or provision. If any provision of these terms is held to be invalid or unenforceable, the other provisions of these terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.8. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, pandemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
Version 1.0 - Effective as of _____, 2022
