Terms of Service

These Terms of Service ("Terms") are a binding agreement between Attlock Systems Inc. ("Attlock", "we", "us", or "our") and the customer entity identified in an order form, subscription, or other commercial document referencing these Terms ("Customer").

1. Access and Acceptance

By executing an order form, creating an account, or accessing the Services, Customer accepts these Terms. Customer may permit its employees, contractors, and other approved users ("Authorized Users") to access the Services under Customer's account.

2. Subscription and Fees

• Subscriptions, modules, and pricing are defined in the applicable order form or checkout flow.
• Unless otherwise stated in writing, subscriptions renew automatically for successive terms equal to the initial term.
• Fees are due as invoiced, non-refundable except where required by law, and exclusive of taxes.
• We may suspend Services for overdue fees after reasonable notice.

3. License and Acceptable Use

Subject to these Terms and timely payment, Attlock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term.

Customer will not, and will not permit others to:

• Reverse engineer, decompile, or attempt to derive source code.
• Copy, frame, resell, or create derivative works from the Services except as expressly allowed.
• Use the Services to build a competing product or benchmark for competitive purposes.
• Upload malicious code, interfere with system integrity, or bypass security controls.
• Use shared credentials or allow access by unauthorized persons.

4. Customer Responsibilities

• Customer is responsible for all activity occurring under its accounts and for maintaining credential security.
• Customer must obtain all necessary notices, consents, and legal authority for personal information submitted to the Services.
• Customer is responsible for compliance with employment, privacy, labor, and industry laws applicable to its operations.

5. Customer Data and Privacy

Customer retains ownership of Customer Data. Attlock may process Customer Data to provide, secure, support, and improve the Services in accordance with these Terms, applicable law, and our Privacy Policy.

For Customer Data, Customer is generally the controller and Attlock is the processor/service provider. If required by law, the parties will execute a data processing addendum (DPA).

6. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and will protect it using reasonable safeguards.

7. Service Availability and Changes

We use commercially reasonable efforts to maintain service availability and security. We may modify features from time to time, including to improve security, comply with law, or maintain product quality.

8. Third-Party Services

The Services may interoperate with third-party products or links. Attlock is not responsible for third-party products, terms, or privacy practices.

9. Intellectual Property

Attlock and its licensors retain all rights, title, and interest in the Services, software, and related intellectual property.

If Customer submits feedback or suggestions, Attlock may use them without restriction or payment.

10. Warranties and Disclaimers

Attlock warrants that the Services will materially conform to applicable documentation under normal use.

Except as expressly stated, the Services are provided "as is" and "as available." To the maximum extent permitted by law, Attlock disclaims implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

11. Indemnification

Attlock will defend Customer from third-party claims alleging that the Services, as provided by Attlock, infringe intellectual property rights, and will pay resulting damages or settlement amounts, subject to prompt notice and cooperation.

Customer will defend, indemnify, and hold harmless Attlock from claims arising from Customer Data, Customer's misuse of the Services, or Customer's violation of law or third-party rights.

12. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data.

Each party's aggregate liability arising out of or relating to these Terms will not exceed the total fees paid or payable by Customer for the affected Services during the 12 months preceding the event giving rise to the claim.

The exclusions and limits above do not apply to liability that cannot be limited by law.

13. Term, Suspension, and Termination

• These Terms remain in effect for the duration of Customer's active subscription.
• Either party may terminate for material breach if the breach is not cured within 30 days after written notice.
• Attlock may suspend access immediately for security threats, unlawful activity, or repeated violations of these Terms.
• Upon termination, Customer's access ends and Customer may request export of Customer Data during a limited post-termination period, subject to applicable law and payment obligations.

14. Governing Law and Venue

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts in Toronto, Ontario.

15. General Terms

• These Terms, together with applicable order forms and incorporated policies, are the complete agreement between the parties.
• If any provision is unenforceable, the remaining provisions remain in effect.
• Waivers must be in writing and signed by the waiving party.
• We may update these Terms from time to time. Material updates will be posted with a revised effective date.

16. Contact Information