TERMS OF USE

Updated: Nov. 29, 2019

GENERAL STATMENT

These terms and conditions (“Terms”) set forth the legally binding terms between Freely Technology Inc., its subsidiaries, representatives, affiliates, officers, directors, employees, and assigns (collectively, “Freely” or “Us” or “Our” or “We”), and you or the corporate entity you represent (collectively, “You” or “Your”).

 

These Terms will govern your use of:

  1. The service that you will receive under any agreement between you and us, including, without limitation, Free Trial Agreement, Commercial Parking Solution Agreement, and Residential Parking Solution Agreement (“Service”).

  2. The Freely ALPR camera (“Camera”).

  3.  ​The Freely Smart Parking Solution (“Parking System”, or “System”), which include the Service and the Camera.

  4. The ancillary equipment, such as supplement light and mounting parts (“Ancillary Equipment”) and any other hardware, application, system, equipment and tool that are used in association with the Parking System other than the System itself.

Your acceptance of these Terms is an express condition of your receipt or use of our Service and/or Parking System. By receiving or using our Service and Parking System, you are accepting these Terms and you represent and warrant that you have the right, authority, and capacity to enter into these Terms, and if you are using the Service or Parking System on behalf of a corporate entity, you further represent and warrant that you are an authorized representative of such entity with the authority to bind it into these Terms.

 

These Terms shall constitute an integral part of any specific agreement (“Agreement”) entered into by you and us in relation to the provision of the Service or Parking System. If there is any inconsistency between these Terms and the Agreement, the Agreement prevails to the extent of the inconsistency.

CHANGES TO THE TERMS

We reserve the right to make any changes to these Terms. When we do so, such changes will only be binding on you upon your acceptance of the modified Terms. We will notify you by email or by posting a notice on our website prior to the effective date of the changes and your continued use of the Service and/or Parking System after the effective date of the changes shall constitute your acceptance of such changes.

SERVICE AND PARKING SYSTEM

For using our Service and Parking System, you agree to the following terms:

 

  1. The Parking System is provided to you on trial use basis, or otherwise provided free of charge, or by renting or leasing, (i) the Parking System is, and will remain always as our property; (ii) you are responsible for risk of damage, loss, theft or destruction of the Parking System while the Parking System is in your custody, (iii) you shall use the Parking System properly for designated purposes at designated location; (iv) you must not make any changes, alterations, reverse engineering or any other modifications to the Parking System, and must obtain our written consent if you intend to add any attachment to the Parking System, provided that the attachment is easily removable without damaging the functionality, or economic value of the Parking System, and (v) upon the expiration or termination of the Agreement, you shall return the Parking System to us in reasonably good condition.

  2. Unless otherwise stipulated in the Agreement, the time set forth in any document with regard to the delivery of Parking System or completion of the Service is indicative only and you acknowledge and agree that a number of factors may have an impact on the timing of the performance, of which we may have no full control, and you shall not claim any loss or damage against us if any delay occurs.

  3. You must provide us with free and unlimited access to your site or the designated location(s) where the Service is to be performed or the Parking System will be installed.

  4. It is your sole responsibility to obtain and maintain any consents of any person, or any permits, licences, certifications, authorizations or approvals of, or notifications to, any federal, provincial, municipal or local government or governmental agency, board, commission or authority, which are considered necessary or desirable by us in connection with the installation of the Parking System or performance of Service at your site or designated location(s).

  5. You shall pay your fees set forth in the Agreement when due, including any interest accrued by late payment. If a default under these Terms or the Agreement occurs which is not cured in accordance with the terms therein, we shall have the right to declare the Agreement in default and to suspend our obligations under the Agreement for any period of time, to terminate the Agreement, or all other rights and remedies available under applicable law or in equity, including without limitation, the right to take possession of the Parking System.

  6. You understand that we may change the fee standard, interest rate, service charges, or other fees applicable from time to time, and notice of such changes will be provided to you via email prior to the date when such changes become effective.

  7. You acknowledge that our performance of Service and the efficient operation of the Parking System are relying on you to provide us with accurate information required by us about the site or the designated location(s) where the Service will be performed or the Parking System will be installed.

  8. In using the Product and Service, it is your sole responsibility to comply with all laws and regulations applicable for such use, including but not limited to any privacy laws.

  9. You agree that you will not: (i) permit or suffer any third party or parties to assert any liens against the Parking System, (ii) use the Parking System as collateral in any secured transaction; or (iii) perfect any security interest in the same or otherwise encumber the Parking System, except any statutory liens you have or may have against the Parking System.

  10. You shall keep the Parking System in good repair, condition and working order, reasonable wear and tear arising from ordinary use excepted, and shall abide by our maintenance manuals and related documents. Notwithstanding the above, if the Parking System malfunctions due to the defects of the Parking System and a claim is submitted by you within the defect liability period stated in the Agreement, we will repair or replace, to be chosen at our sole discretion, the defective part at our cost, which shall be the only remedy you have in such situation. The defect liability period shall be 12 months following the delivery date unless otherwise stated in the Agreement.

  11. In the event of any loss, damage, condemnation, confiscation or seizure of or to the Parking System (a “Casualty Occurrence”), you, at our option and as applicable (as determined by us, acting reasonably), shall: (i) pay us the cost of repair; or (ii) to the extent a Total Loss occurs, pay us the Casualty Value of the Parking System. For the purpose of this Section, “Total Loss” refers to any loss or damage that is not repairable, or will cost more to repair than the market value of the Parking System, and “Casualty Value” means the market value of the Parking System at the end of the Term or when in relation to a Total Loss, the market value of the Parking System would have had at the end of the Term but for the Total Loss. You assume and shall bear the risk of loss and damage to the Parking System from every cause whatsoever, whether or not insured, including without limitation the risk of Casualty Occurrence, and no Casualty Occurrence shall impair any of your obligation under these Terms, which shall continue in full force and effect. 

  12. EXCEPT FOR THE DEFECT LIABILITIES FOR THE PARKING SYSTEM WHICH MAY BE EXPRESSLY SET OUT IN THE AGREEMENT, FOR WHICH WE SHALL BE LIABLE WITHIN THE DEFECT LIABILITY PERIOD STATED THEREIN, WE MAKE NO WARRANTIES AS TO THE SERVICE OR PARKING SYSTEM OR ANCILLARY EQUIPMENT, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE SHALL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, COLLATERAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, LOSS OF USE, INTERRUPTION OF BUSINESS  AND CLAIMS OF CUSTOMERS) ARISING OUT OF THE USE OF THE SERVICE OR PARKING SYSTEM OR ANCILLARY EQUIPMENT OR OTHERWISE. WE SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE PARKING SYSTEM AND ANCILLARY EQUIPMENT IS IN COMPLIANCE WITH ANY APPLICABLE GOVERNMENTAL REQUIREMENTS OR REGULATIONS. TO THE MAXIMUM EXTEND ALLOWED BY LAW, WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, INJURIES, DESTRUCTIONS RESULTING FROM VIRUS, HACKING, MALWARE, CYBER-ATTACK, OR OTHER UNAUTHORIZED ACCESS TO YOUR FREELY ACCOUNT OF THE PARKING SYSTEM. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE PARKING SYSTEM (1) WILL MEET YOUR REQUIREMENTS; (2) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (3) WILL BE RELIABLE, ACCURATE, SATISFACTORY, FREE FROM LOSS, ONLINE ATTACK, VIRUSES OR OTHER HARMFUL CODE.

  13. We retain all right title and interest in and to all Intellectual Property (See below "Intellectual Property") embodied in the Parking System or resulting from the performance of the Service and any modification and improvements made during the term of the Agreement.​

  14. "Intellectual Property” shall mean collectively any intellectual property of any nature or kind used in, derived from or otherwise related to the Parking System and the Service (“Technology”), including without limitation: (i) all intellectual property associated with the method of construction, maintenance, future exportation and operation of the Technology; (ii) all patents, if any, rights to patent, trade-marks and trade names, registered and unregistered; (iii) all other intellectual and industrial property of any nature or kind, all moral rights therein, and any registrations and applications for registration of any of the foregoing, (including, without limitation, all contractual rights, securities, instruments and other rights and benefits relating to such property); (iv) all inventions, plans, methodologies, designs, architectures, research data, know-how, goodwill, copyrights, personality rights, collected data, algorithm, plans, software, all customer and supplier lists, and technology, records, proprietary know-how, drawings, notes, laboratory books and protocols, computer software and documentation, algorithms, source code and procedures relating to the Technology; and (v) the right to take action for an infringement of any of these rights.

  15. We grant you a non-exclusive, non-transferrable, free and non-sublicensable license to the Intellectual Property solely for the purpose of using the Parking System strictly in accordance with the Agreement, which license shall, unless otherwise renewed by the Parties, end automatically upon the expiration or termination of the Agreement.

  16. We shall defend, indemnify and hold you harmless from and against all claims, losses, damages, costs, and expenses (including, without limitation, legal cost) resulting from our breach of these Terms or the Agreement.

  17. You shall defend, indemnify and hold us harmless from and against all claims, losses, damages, costs, and expenses (including, without limitation, legal cost) resulting from (i) your breach of these Terms or the Agreement, (ii) your violation of the rights of any third party, or (iii) any claim by any third party against us resulting from or pertaining to your use, possession or operation of the Parking System or the Service, except to the extent, if any, of any gross negligence or willful misconduct of us or any material breach by us of any of our duties, obligations or warranties arising under these Terms or the Agreement.

  18. The indemnities contained shall survive the termination of the Agreement.

  19. Our liability for any claim or any loss or damage arising out of these Terms or any Agreement, whether based on contract or tort, including negligence, shall be limited to the costs of replacing or repairing, at our option, the defective part of the Parking System.

  20. During the term of the Agreement, you may have access to certain Confidential Information (See below "Confidential Information") and you understand and agree to hold such Confidential Information in strict confidence and may not make use of, or disclose it to any third party, or individual without our written authorization. You must only use the Confidential Information for the purpose of operating the Parking System pursuant to the Agreement.

  21. The “Confidential Information” means all non-public information, implicitly or explicitly, provided by us, or generated as a result of the performance of the Service, which shall include but not limited to:

    • Customers and Clients Information

    • Intellectual Property

    • Marketing and Development Information

    • Business Operation

    • Proprietary Computer Code

    • Computer Technology

    • Accounting and Financial Information

    • Camera Information

    • Trade Secret

    • Service Information

    • The confidential information will also include any confidential information that has been disclosed by a third party to the Parties, and protected by non-disclosure agreement

    • The confidential information will also include any information, data, material generated or gathered with use of our service, equipment, or techniques

  22. Upon the expiration or termination of the Agreement, you must (and must ensure that each of your personnel does), immediately cease to use or make any further disclosure of any of our Confidential Information and return same to us, or erase them from your computer system if so required by us.

  23. You assume all risks associated with the collection and use, via the Parking System, of any information about your customers or users (“Customer”), including but not limited to the license plate images of the Customers. You should use the Acceptable Use Policy (see Appendix A) as a guideline. You acknowledge and agree that Freely is not responsible for any Customer information, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Freely does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any Customer information. Freely is not obligated to backup any Customer information for you and Customer information may be deleted at any time. You are solely responsible for creating backup copies of your Customer information, if you desire.

  24. In case of having any service-related question, problem, notice, or emergency, please contact us by email info@freely.io

MISCELLANEOUS

  1. These Terms and the Agreement shall be governed and construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties shall attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

  2. Notwithstanding anything to the contrary contained herein, if any party hereto is bona fide delayed or hindered in or prevented from the performance of any work, term, covenant or act required hereunder by reason of strikes, labour disputes, lock outs, power failures, riots, insurrections, sabotage, rebellions, war, acts of God, or other reasons of a like nature which is not the fault of the party delayed in the performance of any work, term, covenant, or act required hereunder, then performance of the same is excused for the period of the delay and the party so delayed shall be entitled to perform such work, term, covenant or act within a reasonable time period after the expiration of the period of such delay; provided however that if the delay exceeds 180 days, then at any time after the expiry of such period, the party in whose favour the work, term, covenant or act was to be performed may terminate the obligation related to such work, term, covenant or act forthwith by notice in writing.

  3. These Terms and the Agreement constitute the entire agreement between the parties respecting the subject matter herein and supersede all prior agreements, undertakings, negotiations, and discussions between the parties or their representatives, whether oral or written, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as fully set forth herein.

  4. You may not assign the Agreement without our prior written approval. We may assign the Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our Freely’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Agreement or use of the Parking System or Service.

  5. If any provision of these Terms or Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Our failure to enforce any right or provision in these Terms or Agreement shall not constitute a waiver of such right or provision undless acknowledge and agreed to by us in writing.

ACCEPTABLE USER GUIDELINE

Car Photos: Image files must exclusively feature the car, and the license plate, and shall not include any unlawful, or unauthorized content, or advertisement. Image files is recommended to be clear and must not be blurry, fuzzy, or contain any flash reflections. Image files must contain an accurate depiction of the subject matter they illustrate. Image files cannot contain pornography or other unlawful graphic images and must otherwise abide by the guidelines set forth in this section.

 

Technological Restrictions: In addition, you agree not to use the Parking System to: (1) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (2) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (3) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (4) interfere with, disrupt, or create an undue burden on servers or networks connected to the Parking System or violate the regulations, policies or procedures of such networks; (5) attempt to or impersonate another user or Freely or gain unauthorized access to the Parking System, other computer systems or networks connected to or used together with the Parking System, through password mining or other means; (6) harass or interfere with another user’s use and enjoyment of the Parking System; or (7) introduce software or automated agents or scripts to the Parking System so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Parking System.

 

Monitoring, Suspension, and Termination: We reserve the right (but have no obligation) to review any Customer information (including any image files or reviews), investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your Customer information, terminating your User Account, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person.

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