Terms and Conditions

Digitact Inc. operating as Scription (“Scription”) provides a Software as a Service marketplace platform (“Service” or “Scription Platform”) that supports the businesses of commercial foodservice equipment Distributors and Service Partners (“Service Partners”), and a marketplace for services between Service Partners and foodservice equipment owners and operators (“Customers”). The Services are more fully described on the website https://www.scription.ai (“Site”).  This Agreement applies to any Service Partner or Customer (each referred to together as a “User” or “you”) who uses the Service, with certain specific terms applying depending in whether the User is a Service Partner or Customer, as set out below.

THESE TERMS (TOGETHER WITH ANY ORDER ARE JOINTLY REFERRED TO AS THE “AGREEMENT”) CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES.  BY CREATING AN ACCOUNT WITH SCRIPTION, CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE SERVICES, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.  IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE SITE OR ANY OF ITS CONTENT OR SERVICES.  

1.           THE SERVICE.  

1.1.       The Services and Order Forms.
Scription will provide the Services set out in a written order form (“Order Form”) incorporating these Terms and entered into between Scription and you. The Order Form describes the scope of the Services, the fees payable (if any) and the other commercial terms. In the event of conflict, the terms of the Order Form shall prevail. Scription will (a) make the Services available to Users pursuant to this Agreement and the applicable Order Forms, (b) provide applicable Scription standard support for the Services to User at no additional charge, and/or upgraded support if purchased and as specified in the applicable Order Form, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Scription shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Scription’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Scription employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Scription’s provision of its Services to its Users generally (i.e., without regard for User’s particular use of the Services), and subject to User’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

1.2.       Subscriptions.
Unless otherwise provided in the applicable Order Form or the documentation made available by Scription (“Documentation”) , (a) Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. User agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Scription regarding future functionality or features.

1.3.       Usage Limits.
Services are subject to usage limits specified in Order Forms and Documentation. If User exceeds a contractual usage limit, Scription may work with User to seek to reduce User’s usage so that it conforms to that limit. If, notwithstanding Scription’s efforts, User is unable or unwilling to abide by a contractual usage limit, User will execute an Order Form for additional quantities of the applicable Services promptly upon Scription’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

1.4.       User Responsibilities.
User will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of User Data, the means by which User acquired User Data, User’s use of User Data with the Services, and the interoperation of any Third Party Applications with which User uses Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Scription promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Third Party Applications with which User uses Services. Any use of the Services in breach of the foregoing by User or Users that in Scription’s judgment threatens the security, integrity or availability of Scription’s services, may result in Scription’s immediate suspension of the Services, however Scription will use commercially reasonable efforts under the circumstances to provide User with notice and an opportunity to remedy such violation or threat prior to any such suspension.

1.5.       Usage Restrictions.
User will not (a) make any Service available to anyone other than User or Users, or use any Service for the benefit of anyone other than User or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Scription intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on User's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, or (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent. 

1.6.       Service Updates, Changes and Limitations
The Services change frequently, and their form and functionality may change without prior notice to you. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.We may also from time to time, as we see fit, develop and provide updates for certain Services. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. These Updates may include updated versions of our applications, which may automatically electronically upgrade the versions used on your device, as well as updates to wearables and other connected products. You expressly consent to such automatic Updates. Further, you agree that the Terms (and any additional modifications of the same) will apply to any and all Updates to the Services. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service.

1.7.       Service Monitoring and Suspension
We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content. We may also deactivate, terminate or suspend your account at any time: (1) if we, in our sole discretion, determine that you are or have been in violation of these Terms or the spirit thereof, (2) if we, in our sole discretion, determine that you have created risk or possible legal exposure for Scription. or any other User, (3) in response to requests by law enforcement or other government agencies, (4) upon discontinuance or material modification of any Services, or (5) due to unexpected technical issues or problems. We will endeavor to notify you by email or at the next time you attempt to access your account after any such deactivation, termination or suspension.

1.8.       Security
We care about the security of our users. While we work hard to protect the security of your account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any actual or suspected breach or unauthorized access or use of your account. 

2.           MARKETPLACE TERMS

2.1.
      Service Partner Account Registration.
You may register as a Service Partner as an individual or as a corporation. If an individual, you must be at least eighteen (18) years old to register for an account as a Service Partner. When you register, you will be required to provide your full name, phone number, email address, address, and such other information as SCRIPTION may reasonably request. 

2.2.       Customer Account Registration. 
You may register as a Customer as an individual or as a corporation. If an individual, you must be at least eighteen (18) years old to register for an account as a Customer. You will be required to provide your name, phone number, and such other information as Scription may reasonably request. 

2.3.       Use of the Marketplace Services. 
Scription is not an equipment delivery or servicing company. Scription is in the business of providing an online platform to support its Users, including a marketplace where Service Partners and Customers can connect, subject to these Terms. By using the Services you understand and acknowledge that Scription provides a marketplace that connects Service Partners with Customers, and that Service Partners and Customers are independent contractors and not employees of Scription. Scription reserves the right to remove any User from the Services at Scription's sole discretion. Except to the extent expressly provided in these terms, Scription is not responsible for any User’s conduct, including any Service Partner’s or third party’s products or any failure by any Service Partner to provide its services or hardware in an appropriate manner, nor any failure by a Customer to accept any goods or make any payment, nor will we be responsible for or liable in any way for any act or omissions of Service Partners, Customers or third party’s or for any damage, loss, liability or claim however caused in connection with or in relation to any and all use of the Services. 

2.4.       No Endorsement
Scription does not endorse any Service Partners or Customers. In addition, although these Terms require Users to provide accurate information, we do not attempt to confirm, and do not confirm, any User’s purported identity or other information provided by such User. You are responsible for determining the identity and suitability of others who you contact via the Services. Except as provided by these Terms we will not be responsible for any damage or harm resulting from your interactions with other Users. 

2.5.       Contracts
The legal contract for the provision of services by Service Partners to Customers will in all cases be between the Service Partner and the Customer. YOU ACKNOWLEDGE AND AGREE THAT SCRIPTION HAS NO CONTROL OVER THE PRODUCTS OR GOODS PROVIDED BY SERVICE PARTNERS OR ANY DAMAGE, LOSS OR OTHER MISHAP THAT MAY ARISE AND THAT SCRIPTION WILL NOT HAVE LIABILITY FOR PRODUCTS, SERVICES OR ACTS OR OMISSIONS OF ANY SERVICE PARTNER OR CUSTOMER.

3.           FEES.

3.1.       Fees.
User will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

3.2.       Invoicing and Payment.
User will provide Scription with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Scription. If User provides credit card information to Scription, User authorizes Scription to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Scription will invoice User in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. User is responsible for providing complete and accurate billing and contact information to Scription and notifying Scription of any changes to such information.

3.3.       Overdue Charges.
If any invoiced amount is not received by Scription by the due date, then without limiting Scription’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Scription may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

3.4.       Suspension of Service and Acceleration.
If any charge owing by User under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts User has authorized Scription to charge to User’s credit card), Scription may, without limiting its other rights and remedies, accelerate User’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for Users paying by credit card or direct debit whose payment has been declined, Scription will give User at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to User.

3.5.       Payment Disputes.
Scription will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if User is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

3.6.       Taxes.
Scription's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). User is responsible for paying all Taxes associated with its purchases hereunder. If Scription has the legal obligation to pay or collect Taxes for which User is responsible under this section, Scription will invoice User and User will pay that amount unless User provides Scription with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Scription is solely responsible for taxes assessable against it based on its income, property and employees..

4.  CONFIDENTIALITY;

PROPRIETARY RIGHTS

4.1.
      Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “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 disclosure, including the terms and conditions of this Agreement (including Scription pricing and other terms reflected in all SOWs hereunder), the User Data, non-public aspects of the Service, business and marketing plans, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

4.2.       Confidentiality.  The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.  Confidential Information of Scription includes non-public information regarding features, functionality, and performance of the Service.  Confidential Information of User includes User Data. The Receiving Party agrees: (i) to use at least the same degree of care to protect such Confidential Information as it employs to protect its own confidential information of a similar nature but in no event less than a reasonable standard of care consistent with accepted industry practices, and (ii) not to use (except in performance or use of the Service or as otherwise permitted herein) or divulge to any third person any such Confidential Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party and not subject an obligation of confidence of any kind, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information of the Disclosing Party if and to the extent it is required to be disclosed by law, provided that the Receiving Party gives reasonable prior notice of such compelled disclosure (except where prohibited by law from doing so). 

4.3.       Proprietary Rights.   Subject to the limited rights expressly granted hereunder, Scription and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to User hereunder other than as expressly set forth herein

4.4.       User Data. User shall own and retain its rights, title, and interest in and to all data provided by User to Scription, whether directly or through the Services (“User Data”). User hereby grants Scription and its Affiliates (i) a royalty-free, worldwide, non-exclusive, non-transferable (except as otherwise provided in this Agreement), irrevocable, unrestricted license to  the User Data to the extent required for Scription to perform its obligations pursuant to this Agreement, and (ii) a perpetual, non-exclusive, royalty-free, worldwide unrestricted, irrevocable license to any  suggestions, enhancement requests, recommendations or other feedback provided by the User or its users relating to the operation of the Service. 

4.5.       Learnings. Notwithstanding anything to the contrary, during the Term, Scription shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation: User Data and data derived therefrom; User’s inputs, selections, actions, training and interactions in relation to the Service and Software (the “Collected Data”); and machine learning models, learned elements, biases, attributes, attribute transformations, weights and other data or works derived from the User Data or Collected Data (the “Learned Elements”). Scription shall be the exclusive owner of all intellectual property rights in such Collected Data and Learned Elements and will be free to use Collected Data and Learned Elements to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Scription offerings, provided that the Collected Data and Learned Elements do not contain any Confidential Information of User or identify User or any Personal Information.

4.6.       Personal Information. Scription shall at all times (i) maintain an information security program designed to comply with applicable law and include reasonable administrative, technical, and physical measures to secure and protect the confidentiality, integrity and availability of all User Data in its possession against unauthorized, unlawful or accidental access, disclosure, transfer, destruction, loss or alteration; (ii) comply with applicable privacy laws; (iii) not use any User Data other than for the purpose of providing the Software and Service to User or as otherwise specified in this Agreement; and (iv) delete User Data upon the sooner of termination of this Agreement or request from User.

4.7.       Data Breach. In the event of actual or suspected unauthorized access to, loss or theft of any User Data comprising Personal Information ( as defined under applicable law) in the power, possession or control of Scription (“Data Breach”), Scription agrees that it shall: (i) take all reasonably necessary steps to contain the Data Breach; (ii) conduct an investigation into the cause of the Data Breach and the types of Personal Information that may have been compromised; (iii) promptly inform User of all information gathered in accordance with this section, continue to keep User informed of any new information revealed in the investigation, and keep all records relating to the investigation and Data Breach; and (iv) otherwise provide any reasonable assistance to User to allow User to comply with any legal or regulatory obligations in respect of the Data Breach. 

5.
  NO WARRANTIES

EXCEPT WHERE PROHIBITED BY LAW, SCRIPTION. EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF CUSTOMERABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS.

Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of the Services or any Content. To the maximum extent permitted by applicable law, we do not warrant that (i) the Services will meet your requirements, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to Content; User-Generated Content, in particular, is provided by and is solely the responsibility of the users providing that Content. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. 

6.  LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall Scription., its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party or user using the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content, Third-party Products or Third-Party Activities accessed via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Scription. has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of Scription, for any claim under these Terms, including for any implied warranties, is limited to the greater of one hundred dollars (CAD $100.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.In particular, to the extent permitted by applicable law, we are not liable for any claims arising out of (a) your e of the Services (including but not limited to your participation in any activities promoted by or accessed via the Services), (b) the use, disclosure, display, or maintenance of a user’s Personal Data and/or Location Data, (c) any other interactions with us or any other users using the Services, even if we have been advised of the possibility of such damages, or (d) other Content, information, services or Products received through or advertised on the Services or received through any links provided with the Services.To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms. To the extent permitted by applicable law, you also acknowledge and agree that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and us and that these warranty disclaimers, releases, and limitations of liability form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability. 

7.  INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to indemnify and hold Scription., its subsidiaries, suppliers and other partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) any services or goods requested or ordered through the Services; (b) your use of the Services, (c) any activities of yours that breach applicable law; (c) your violation of these Terms, (d) your use or misuse of any user’s personal data (including without limitation any location data), (e) any violation of the rights of any other person or entity by you, or (f) your employment of the Services to meet another user in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims. 

8.  GOVERNING LAW, JURISDICTION AND VENUE

These Terms and any action related thereto will be governed by the laws of the province of Alberta, Canada, without regard to or application of its conflict of law provisions or your province or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Alberta, Canada, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. 

9.  MISCELLANEOUS
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Order Form constitute the entire agreement between you and us with respect to your use of the Services.Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services.Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.

10.   Contact Us
If you have any feedback, questions or comments about the Services, please contact us by email at info@scription.ai , or by mail at 10160 103 St, NW Edmonton AB T5J 0X6. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.