Definitions

“MAD” means MAD Elevator Inc. and its applicable affiliates providing the Services. “Customer” means the entity identified in the signature block. “Agreement” means this Master Services Agreement, including Schedule A and any terms incorporated by reference. “Effective Date” means the date on which the last party signs this Agreement. “Platform” means MAD’s MosaicONE VMS system. “Connected Elevator” means any elevator connected to the Platform. “Services” means the services selected by the Customer. “Monitored Elevator” means an elevator receiving monitoring services.

Services

MAD provides access to the Platform, including remote viewing and communication capabilities, data connectivity via SIM card, optional VOIP services, and monitoring services including call answering, dispatching, and recording.

License Grant

Subject to the terms of this Agreement and payment of the applicable fees, MAD grants Customer, during the term, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely to respond to calls from Connected Elevators, remotely view the interior of the applicable Connected Elevators, and communicate with passengers.

Ownership

MAD and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Platform, software, documentation, updates and improvements, MAD’s trademarks, and any feedback, usage data, analytics and derivative works, including de-identified or aggregated data derived from the Services. No rights are granted except as expressly set out in this Agreement.

Service Commitments

MAD will use commercially reasonable efforts to maintain a 99.9% uptime target, maintain security safeguards, encrypt data (TLS 1.2+), provide authentication controls, and maintain and update the Platform in accordance with industry standards.

Fees

Customer agrees to pay monthly fees per elevator, in Canadian dollars (CAD), as outlined in Schedule A. Billing is monthly in arrears based on the maximum number of elevators connected during the period. MAD will add or remove Connected Elevators from Customer’s account upon Customer’s written request, and will provide a list of the Connected Elevators on Customer’s account with each invoice. Payment terms are NET 30 with a late fee of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

Taxes

All fees are exclusive of taxes. Customer is responsible for all goods and services tax (GST), harmonized sales tax (HST), provincial sales taxes (including PST and QST), excise, and similar taxes, duties, and governmental charges arising from the Services, excluding taxes based on MAD’s net income. If MAD is required to collect or remit such taxes, they will be invoiced to and paid by Customer.

Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term of six (6) months (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew on a month-to-month basis (each, a “Renewal Term”) unless either party provides at least thirty (30) days’ prior written notice of non-renewal or termination.

Customer acknowledges and agrees that the Services are subscription-based and that this Agreement will automatically renew for successive renewal terms unless Customer cancels by providing at least thirty (30) days’ prior written notice to MAD at the notice address set out in this Agreement (or by such other cancellation method as MAD makes available).

Termination of this Agreement shall not relieve Customer of any obligation to pay fees accrued prior to the effective date of termination. Any unpaid amounts shall become immediately due and payable upon termination.

Termination for Convenience

MAD may terminate this Agreement, or suspend or discontinue any or all of the Services, for any reason or no reason, at any time, upon ten (10) days’ prior written notice to Customer, without liability or penalty to MAD. Upon any termination for convenience by MAD, Customer remains liable for all fees accrued through the effective date of termination, and MAD will have no obligation to refund any prepaid fees except, at MAD’s sole discretion, a pro-rated portion of prepaid fees for Services not yet rendered.

Fee Changes

MAD may modify pricing upon one hundred eighty (180) days’ written notice. Customer may terminate without penalty within thirty (30) days of such notice if it does not accept the revised pricing.

Suspension

MAD may suspend Services if Customer fails to pay any amount within ten (10) days after written notice of non-payment, or fails to cure any other material breach within thirty (30) days after written notice of the breach. MAD may also suspend or interrupt any Services immediately, with notice to Customer as soon as reasonably practicable, to the extent MAD reasonably determines it is necessary to address a security threat or to prevent harm to the Platform, its networks, or other customers.

Use Restrictions

SIM cards and services are for authorized system use only. Unauthorized use may result in additional charges.

Privacy

MAD may collect, access, use, store, process, and transmit information, including personal information, solely as reasonably necessary to provide, maintain, support, secure, and improve the Services and Platform. Customer represents and warrants that it has obtained all necessary rights, authorizations, notices, and consents required under applicable law to permit the collection, use, disclosure, and processing of personal information by MAD in connection with the Services. Customer acknowledges and agrees that: a) the Services may rely on third-party telecommunications providers, cloud hosting providers, carriers, and technology vendors; b) data may be processed and stored in Canada, the United States, or other jurisdictions where MAD or its service providers operate; and c) electronic communications and data transmissions may not always be secure or uninterrupted. MAD will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect personal information against unauthorized access, use, disclosure, alteration, or destruction. However, Customer acknowledges that no method of electronic storage, transmission, or internet communication can be guaranteed to be completely secure or error-free. MAD will: (a) process personal information only on Customer’s behalf and for the purposes of this Agreement; (b) limit access to personnel and service providers who need it and are bound by confidentiality obligations; (c) notify Customer without undue delay after becoming aware of any unauthorized access to or disclosure of Customer personal information; (d) provide reasonable assistance with individual access requests and complaints relating to that information; and (e) delete Customer personal information within thirty (30) days after this Agreement ends, unless retention is required by law.
As between the parties, Customer retains ownership of Customer data submitted to or generated through the Services, excluding usage data and de-identified or aggregated data, which belong to MAD. Customer grants MAD a non-exclusive right to use such data solely as necessary to provide, maintain, support, secure, and improve the Services and fulfill its obligations under this Agreement.
 

Disclaimer of Warranties

Except as expressly set out in this Agreement, the Services, Platform, software, connectivity, monitoring services, and all related components are provided on an “as is” and “as available” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAD DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Customer acknowledges that telecommunications services, internet connectivity, wireless communications, third-party carriers, and emergency response systems are not under MAD’s direct control and may be subject to interruption, delay, degradation, or failure.

Limitation of Liability

MAD shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of data, loss of use, business interruption, or claims by third parties, arising out of or related to this Agreement or the use of the Services, whether based in contract, tort (including negligence), strict liability, or otherwise, even if MAD has been advised of the possibility of such damages.
MAD’s total cumulative liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer to MAD under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Force Majeure

Neither party is liable for delays caused by events beyond reasonable control. If such events continue beyond thirty (30) days, either party may terminate.

External Terms

This Agreement incorporates the following MAD terms and conditions: Monitoring Services Terms:
https://madelevator.com/terms-and-conditions-monitoring-service. Customer confirms review and acceptance of these terms prior to entering into this Agreement.
 

Order of Precedence

In the event of any conflict or inconsistency between this Agreement, Schedule A, and the terms incorporated by reference, the following order of precedence applies, despite any precedence provision in the terms incorporated by reference: (a) this Agreement; (b) Schedule A; and (c) the Monitoring Services Terms.

Governing Law; Forum

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles.
The courts of the Province of Ontario have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party irrevocably attorns to the jurisdiction of such courts.

Indemnification

Customer will defend, indemnify, and hold harmless MAD and its affiliates, officers, directors, employees, and agents from and against any third-party claims, and related losses, damages, liabilities, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) Customer’s use or misuse of the Services or Platform; (b) Customer’s breach of this Agreement, including its privacy, consent, and use-restriction obligations; (c) the unauthorized use of SIM cards or services; or (d) Customer’s violation of applicable law or the rights of any third party.‎

Confidentiality

Each party agrees to protect the other party’s Confidential Information using at least reasonable care, will use it only to perform under this Agreement, and will not disclose it except to representatives with a need to know who are bound by confidentiality obligations, or as required by law. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential, and excludes information that is or becomes public, is independently developed, or is rightfully received from a third party. These obligations survive termination for so long as the information remains confidential.

Assignment

Customer may not assign or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without MAD’s prior written consent. Any change of control of Customer, including any merger, amalgamation, consolidation, reorganization, or sale of all or substantially all of Customer’s assets or equity, or any transaction or series of transactions resulting in a change in the person or persons that directly or indirectly control Customer, will be deemed an assignment of this Agreement requiring MAD’s prior written consent. MAD may assign this Agreement. Any assignment or deemed assignment in violation of this Section is void. This Agreement binds and benefits the parties’ permitted successors and assigns.

Notices

Notices under this Agreement must be in writing and delivered by email, courier, or registered mail. Notices to MAD must be sent to MAD Elevator Inc., 6635 Ordan Drive, Mississauga, ON L5T 1K6, with a copy by email to AR@madelevator.com. Notices to Customer will be sent to the Company Address or Billing Email set out on the signature page of this Agreement. Either party may change its notice address by written notice to the other.

Entire Agreement

This Agreement, including Schedule A and the terms incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, quotes, and understandings, whether written or oral, including any prior MosaicONE VMS License Agreement and Data Plan between the parties.