Terms of Service
These Terms of Service were last updated on Feb 6, 2023.
Collectively,
(a) this webpage (“Terms of Service”); and
(B) the selection of the Checkbox next to the statement "I agree to our Terms of Service" on our SABI.ai website,
And where applicable
© a signed Sales Order
form the agreement (the “Agreement”) between Scientifically Advanced Business Intelligence ("SABI") and the Customer.
By doing this you also acknowledge that you have read and agree to our Privacy and Security policies available on SABI.ai.
1. SERVICE DESCRIPTION, FREE TRIAL, TERM OF SERVICE AND TERMINATION
1.1 Service Description.
SABI consists of a website and online services provided at SABI.ai, including subdomains, accessible through a registered account (“Account”) (collectively, the “Service”). The Service provides certain functions and may also include addons that provide other functionality for an additional fee and that are set forth at SABI.ai (collectively, “Features”). Features are subject to change at any time, at SABI's sole discretion, without notice or compensation.
1.2 Terms of Service, Privacy Policy and Free Trials.
Customer’s use of the Service is governed by this Agreement, a Privacy Policy detailing how SABI uses the information it collects from Customer and users (the “Privacy Policy”) and in the case of a paid service, the applicable Sales Order referencing these Terms of Service. All users must agree to these Terms of Service and the Privacy Policy in order to use the Service, which are subject to change from time to time as set forth in each agreement.
New Customers are eligible to participate in a free trial. The free trial starts when a Customer creates a Customer Account and ends upon the later of (i) 15 days from the free trial start date, or (ii) the date agreed upon by SABI in its sole discretion. During the free trial, certain Services and features may not be available.
At any time during the free trial, a Customer may convert its free trial Customer Account into a paid Customer Account by requesting, signing and returning to SABI a sales order.
Customers accessing the system through a relationship with one of our partner accounts is considered a paid customer account and is subject to ongoing compliance with this Agreement and any free trial terms and conditions do not apply.
Customer’s continued use of the Services after upgrading to a paid Customer Account is subject to its ongoing compliance with this Agreement and any free trial terms and conditions shall no longer apply.
1.3 Service Subscription.
SABI grants Customer a subscription to access and use the Service, as permitted by SABI (the “Subscription”). Customer hereby acknowledges that no title or ownership interest in the Service is transferred or assigned to Customer and that the Agreement is not a sale of any right to the Service.
1.4 Subscription Term.
The Subscription granted to Customer in the Agreement commences on the effective date as set out in the Sales Order and continues for a period of one year (the “Initial Term”). Thereafter the Subscription will renew automatically for successive one-year terms (each, a “Renewal Term”) unless either party provides the other party with written notice of its intention not to renew not less than 30 days prior to the end of the then current term Sales Order (the Initial Term and any Renewal Terms are, collectively, the “Term”).
1.5 Subscription Fee.
Customer shall pay SABI the Subscription fee and any additional fees or charges, as set forth in the Sales Order, during the Term. The Subscription fee may be based on the number of users, SR&ED projects, the value of tax credits and/or addons the Customer desires. SABI may increase Subscription fee upon the start of each Renewal Term provided that SABI shall provide Customer with sixty (60) days’ notice of any such increase in the Subscription fee. Unless otherwise specified in a Sales Order, all payments to SABI are due immediately and shall be made by either EFT, cheque, or wire transfer.
1.6 Subscription Termination.
Notwithstanding the foregoing or anything contained in a Sales Order, the Subscription terminates upon the earliest of:
a. upon written notice by SABI upon Customer’s failure to pay any fee or charge due and owing by Customer to SABI and Customer’s failure to remedy such non-payment within thirty (30) days after receiving notice of it;
b. Customer’s noncompliance with this Agreement, or non-compliance of any user of Customer’s Account with the Terms of Service, and failure to remedy such non-compliance within thirty (30) days after receiving notice of it;
c. at the other party’s option, if a party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the other party and not dismissed within thirty (30) days following commencement;
d. the end of the applicable term in which a party has provided notice of non-renewal pursuant to Section 1.4; or
e. SABI ceasing to offer the Service and that may occur at any time without notice.
Unless otherwise specified in a Sales Order or this Agreement, where the Subscription is terminated, Customer is not entitled to a refund of any kind. Upon termination pursuant to section 1.6, SABI may permit Customer to access the Account for 30 days. During this period Customer may remove Customer Content (as defined herein). Thereafter, SABI shall cease providing Customer with access to the Account and all associated data, including Customer Content, will be permanently deleted from SABI servers.
1.7 Subscription Limitations.
The Subscription granted to Customer in this Agreement is subject to limitations. Customer agrees to not:
a. modify, reverse engineer, decompile, disassemble, commercially distribute, sublicense, resell or transfer the Service in any way;
b. damage, harm, modify or otherwise impair the Service or any connected network;
c. use automation software or any other unauthorized software to modify the Service or the Service experience;
d. attempt to gain unauthorized access to the Service including, but not limited to, through the use of another user’s Account or through any method not provided by or approved by SABI;
e. through use of the Service, infringe or violate the right of a third party including but not limited to: (1) contractual rights; (2) copyright, patent, trademark or trade secret; (3) privacy rights; (4) publicity rights; or (5) confidential information; or
f. through use of the Service, encourage or engage in illegal activities.
In addition, Customer agrees that all parties using the Account shall be presented with, and shall agree to, the Terms of Service and the Privacy Policy.
2. ACCESSING THE SERVICE
2.1 Access.
Access to the Service requires hardware including, but not limited to, a computer or mobile device and an Internet connection. Customer agrees to provide all hardware and the Internet connection required to use the Service. Customer shall be responsible for any fees incurred when accessing the Service through an Internet connection.
2.2 Account Login Information.
Access to the Service requires that Customer obtain an Account from SABI. The Account may be accessed by a username and password provided by SABI or by way of single sign-on through permitted Third Party Services (as defined in section 5) (“Login Information”). Customer is solely responsible for keeping Login Information confidential and agrees to be bound by any use of Login Information, including any purchases, whether or not Customer authorized such use of Login Information. If Customer becomes aware, or reasonably suspects, unauthorized use of the Account, Customer must immediately change the password that is part of Login Information. Any questions concerning unauthorized use of the Account may be emailed to SABI at support@sabi.ai.
2.3 Account Access.
Customer agrees that the Account may only be used, at any time, by the number of permitted users set forth in the Sales Order. The number of permitted users may be changed by contacting SABI by email at support@sabi.ai. Customer agrees to execute any documents reasonably requested by SABI to effect a change to Customer’s Subscription and the related Sales Order, including the number of permitted users. Customer acknowledges that: (i) the number of permitted users (and the associated Subscription fee) may not be decreased except at the start of a Renewal Term with no less than 30 days advance written notice to SABI before the start of that Renewal Term; and (ii) Customer may not decrease the number of permitted users below SABI's then standard minimum number of permitted users.
2.4 Account Ownership.
CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS NO OWNERSHIP OR ANY OTHER PROPERTY INTEREST IN THE ACCOUNT AND FURTHER ACKNOWLEDGES AND AGREES THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL BE FOREVER OWNED BY AND INURE TO THE BENEFIT OF SABI, EXCLUDING CUSTOMER CONTENT (AS DEFINED IN SECTION 6).
2.5 Account Suspension and Termination.
SABI may suspend or terminate the Account at any time due to Customer’s violation of the Agreement or a user of Customer’s Account violating these Terms of Service provided SABI first gives notice to Customer providing details of the violation and Customer does not cure or cause such violation to be cured within ten (10) days of receipt of such notice. Whether an Account suspension imposed by SABI will be lifted is at the sole decision of SABI. Notwithstanding the foregoing, Customer may temporarily suspend the Account for a fee set by SABI at its discretion.
3. UPDATES AND TRAINING
3.1 Service Updates.
SABI shall update the Service as soon as reasonably possible following regular development and testing undertaken to SABI's sole satisfaction. Access to the updated Service occurs automatically and will be available to Customer at no additional cost upon Customer accessing the Service following an update. Notwithstanding the foregoing, Service updates do not include new or modified Features for which SABI decides, in its sole discretion, to charge an additional fee to use.
3.2 Training.
SABI shall provide Customer with Service on-boarding and consulting as set forth in the Sales Order (“Training”). Customer and SABI shall mutually agree to the date, time and place at which SABI shall provide such Training. Customer shall nominate a minimum of one contact(s) (“Primes”) that shall act as SABI's contact persons for Training and ongoing matters. If Training should occur onsite, Customer is liable for travel and related expenses incurred by SABI, which will be presented to Customer for approval prior to being incurred. Where Training exceeds ninety (90) days due to delays caused by Customer, SABI may impose additional fees based on the then-in-effect hourly rate SABI charges for training. If Customer desires additional Service training sessions, the parties shall negotiate a separate fee for such training.
3.3 Support.
SABI shall provide Customer with customer support as part of the Services and that shall include telephone, email and a support ticketing system as set forth at sabi.ai/support (“Support”) when deployed at the discretion of SABI. SABI shall suspend provision of Support in the case of Customer’s non-payment of any outstanding fee until remedied, provided SABI first gives notice to Customer providing details of the non-payment and Customer does not cure non-payment within ten (10) days of receipt of such notice.
3.4 Additional Services.
SABI may provide additional services upon request by Customer and mutual agreement of both parties. Any additional services are subject to SABI's then-standard rates for such services.
4. TAX
Customer shall pay all goods and services taxes applicable to amounts Customer pays to SABI under this Agreement. If SABI is obligated to pay any taxes, fees, or levies on Customer’s behalf, Customer shall reimburse SABI in full promptly following receipt of SABI's invoice for such payment made on Customer’s behalf.
Further, customer is responsible for any taxes applicable within their own jurisdiction and shall reimburse SABI in full promptly following receipt of SABI's invoice for such payment made on Customer’s behalf.
5. THIRD PARTY SERVICES
The Service may allow Customer to integrate with third-party services that are not provided by SABI but that enhance the overall functionality of the Service (“Third Party Services”). The Agreement does not grant Customer any license, right, title or interest in Third Party Services. Use of Third Party Services may require Customer to enter into agreements between Customer and a third party. It is up to Customer to determine whether to agree to the terms of any Third Party Services agreement. Integration of Third Party Services is contingent upon third parties permitting SABI to integrate the Service with their respective Third Party Services and such permission and/or integration may end at any time without notice. SABI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SERVICES OR THE CONTINUED AVAILABILITY OF THE SERVICE’S INTEGRATION WITH THIRD PARTY SERVICES. CUSTOMER AGREES THAT SABI WILL NOT BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE RELATING TO THIRD PARTY SERVICES.
6. CUSTOMER CONTENT
Customer content includes any data, personal or anonymous, including, but not limited to, text, images, user metrics or any other information that Customer or users of Customer’s Account submit or create while using the Service or Third Party Services (“Customer Content”). By providing Customer Content, Customer represents and warrants that it has all consents, licenses and rights necessary to license Customer Content to SABI for such purposes contained herein and hereby grants to SABI a limited, fully-paid, royalty-free, non-exclusive, sublicensable, worldwide license to Customer Content for the limited purposes of providing the Service to Customer, such as hosting, displaying, copying and transmitting Customer Content on or through the Service, and for such purposes as outlined in the Privacy Policy, which expires six (6) months following termination of this Agreement. SABI acknowledges and agrees that Customer Content is the exclusive property of Customer, notwithstanding the license granted above.
7. SECURITY
SABI has put in place suitable physical, electronic and managerial procedures for data security. For more information on SABI's current security practices, please review the SABI Data Security page at www.sabi.ai/security.
8. SABI OWNERSHIP AND MARKETING RIGHTS
SABI retains all right, title and interest in the Service including, but not limited to, computer code, documents and documentation, copyrights, patents, trademarks, trade secrets, trade names and methods of operation. The Service is protected by the laws of Canada and international laws.
During the Term of this Agreement, SABI may use Customer’s name and logo for the limited purpose of publicly referring to Customer as SABI's customer and otherwise reasonably marketing SABI's Service. If SABI requests, and Customer consents to provide, a review of the Service directly to SABI or to a third party, Customer agrees that SABI is automatically granted a perpetual, fully-paid, royalty-free, non-exclusive, worldwide, assignable and sub-licensable license to Customer’s name, logo, and the contents of Customer’s review for the limited purpose of marketing the Service.
9. IP INDEMNITY
9.1 Customer IP Indemnity.
SABI shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that use of the Service in accordance with the Agreement infringes or misappropriates such third party’s intellectual property rights. SABI shall indemnify Customer from any damages, costs and reasonable attorneys’ fees finally awarded as a result of, or for amounts paid by Customer under, a court-approved settlement of a claim provided that Customer: (a) promptly gives SABI written notice of the claim; (b) gives SABI sole control of the defense and settlement of the claim except that SABI shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Customer without Customer’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives SABI all reasonable assistance at SABI's expense. If SABI receives information about an infringement or misappropriation claim related to the Service, SABI may at its discretion and at no cost to Customer: (i) modify the Service so that it no longer infringes or misappropriates; (ii) obtain a licence for Customer’s continued use of the Service in accordance with the Agreement; or (iii) if (i) and (ii) cannot be implemented on a commercially reasonable basis, terminate the Service, in which case SABI shall promptly refund Customer any prepaid fees, pro-rated to the month preceding the month of termination. The above defense and indemnification obligations do not apply to the extent a claim arises from Customer Content, Third Party Services or any other non-SABI application, Customer’s breach of this Agreement or a breach of the Terms of Service by a user of Customer’s Account.
9.2 SABI IP Indemnity.
Customer shall defend SABI against any claim, demand, suit or proceeding made or brought against SABI by a third party alleging that Customer Content or Customer’s use of the Service in breach of this Agreement, or a user of Customer’s Account in breach of the Terms of Service, infringes or misappropriates such third party’s intellectual property rights or violates applicable law. Customer shall indemnify SABI from any damages, costs and attorneys’ fees finally awarded against SABI as a result of or for any amounts paid by SABI under a court-approved settlement of a claim against SABI, provided SABI: (a) promptly gives written notice of the claim against SABI; (b) gives Customer sole control of the defense and settlement of the claim except that Customer shall not enter any settlement or disposition that attributes liability or confers a financial obligation on SABI without SABI's advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at Customer’s expense.
10. DISCLAIMER
THE SERVICE IS PROVIDED TO CUSTOMER “AS IS” AND SABI DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, SABI MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT OR TRADEMARK OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, SABI MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM CUSTOMER’S COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY SABI, ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE ANY WARRANTY AND CUSTOMER SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. CUSTOMER BEARS THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE, INCLUDING RISK OF DATA FAILURE.
11. LIMITATION OF LIABILITY, INDEMNITY
NOTWITHSTANDING SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY A THIRD PARTY. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING SECTION 9, REGARDLESS OF THE SOURCE, CAUSE OR FORM OF ANY HARM OR DAMAGES SUFFERED BY A PARTY, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER WILL BE THE AMOUNT OF MONTHLY FEES PAID BY CUSTOMER TO SABI ON ACCOUNT OF THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
12. EQUITABLE REMEDIES
Customer hereby agrees that SABI would be irreparably damaged if the Agreement is not specifically observed and, therefore, Customer agrees that SABI shall be entitled, without bond, other security or other proof of damages, to seek appropriate equitable remedies with respect to Customer’s breach of the Agreement, in addition to other remedies available to SABI under applicable law.
13. MISCELLANEOUS
13.1 Governing Law.
This Agreement is governed by the laws of the province of British Columbia and the laws of Canada applicable therein, without reference to principles of conflicts of laws, and courts in Vancouver, British Columbia, will have exclusive jurisdiction to hear any proceedings related to this Agreement and to which the parties irrevocably attorn to the jurisdiction of.
13.2 Notice.
Unless otherwise specified herein, any notice required under this Agreement must be given to the respective party at the address or email specified herein or in the Sales Order and such notice is deemed received on the date of actual receipt, unless sent by mail and in which case notice is deemed received on the seventh (7th) date after sending, provided that any notice received on a statutory holiday or weekend will be deemed received on the next business day.
13.3 Entire Agreement.
This Agreement is the entire agreement between Customer and SABI pertaining to the Service and supersedes any prior agreements, discussions, representations or warranties, written or oral, relating to the Service. Notwithstanding the foregoing, SABI is not bound by any provision of any correspondence.
13.4 Survival.
Sections 4, 6, 8, 9, 10, 11, 12 and 13 of these Terms of Service survive termination of this Agreement.
13.5 Amendment.
Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, SABI MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER REASONABLE PRIOR NOTICE THROUGH A SERVICE MESSAGE OF SUCH AMENDMENT. UNLESS OTHERWISE INDICATED BY SABI, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE SPECIFIED IN SUCH SERVICE MESSAGE NOTICE. CUSTOMER’S CONTINUED USE OF THE SERVICE AFTER SUCH NOTICE AND AMENDMENT IS ACKNOWLEDGMENT OF AND AGREEMENT WITH SUCH AMENDMENT.
13.6 Assignment.
Customer may not assign this Agreement without the prior written consent of SABI. SABI may freely assign this Agreement.
13.7 Severability.
To the extent any section, clause, provision or sentence or part thereof of the Agreement is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction then such portion will be severed and the remainder of the Agreement given full force and effect.
13.8 No Waiver.
The failure of a party to assert or enforce any right contained in the Agreement will not constitute a waiver of that right.