Terms of Service

3.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You agree to promptly update your account information to maintain its accuracy.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password and enable multi-factor authentication if available
• Immediately notify us of any unauthorized access or security breach
• Not share your account credentials with any third party
• Not allow multiple users to share a single user account

3.3 Account Eligibility

You must be at least 18 years of age (or the age of majority in your jurisdiction) to create an account. By creating an account, you represent and warrant that you meet this requirement.

4.1 Subscription Tiers

AssetLab offers various subscription plans with different features, user limits, and pricing. Your access to specific features is determined by your active subscription tier.

4.2 Fees and Payment

You agree to pay all fees associated with your subscription plan:

• Fees are billed in advance on a monthly or annual basis, as selected
• All fees are in Canadian Dollars (CAD) unless otherwise specified
• Payment is due upon the billing date
• You authorize us to charge your designated payment method on each billing cycle
• All fees are non-refundable except as required by law or expressly stated herein

4.3 Price Changes

We reserve the right to modify our pricing with at least 30 days' advance notice. Price changes will apply to subsequent billing cycles. Your continued use of the Service after the price change constitutes acceptance of the new pricing.

4.4 Taxes and Withholding

All fees are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods and services, harmonized, value-added, or similar taxes ("Taxes"). You are responsible for paying all Taxes associated with your purchase, except for taxes based on our net income.

4.5 Free Trials

We may offer free trial periods for new users. At the end of the trial period, your subscription will automatically convert to a paid plan unless you cancel before the trial ends. No charges will be made during the trial period.

6.1 Prohibited Activities

You agree NOT to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Upload, transmit, or distribute any viruses, malware, worms, trojan horses, or other harmful code
• Engage in any form of harassment, abuse, threatening behavior, or harmful conduct
• Attempt to reverse engineer, decompile, disassemble, or derive source code from the Service
• Use the Service to store or transmit infringing, libelous, defamatory, or unlawful material
• Interfere with, disrupt, or attempt to gain unauthorized access to the security or integrity of the Service, servers, or networks
• Conduct security testing, penetration testing, or vulnerability scanning without our prior written consent
• Use automated means (bots, scrapers, crawlers) to access the Service except as explicitly permitted by our API documentation
• Resell, rent, lease, sublicense, or provide commercial hosting services using the Service
• Remove, obscure, or alter any proprietary notices, trademarks, or copyright notices on the Service
• Use the Service to develop, train, or improve competing products or services
• Conduct competitive analysis, benchmarking, or market research without our written consent
• Bypass, disable, or interfere with any usage limits, security features, or access controls
• Share login credentials or allow unauthorized persons to access your account
• Use the Service in any manner that could damage, disable, overburden, or impair our systems
• Violate any export control laws or regulations applicable to the Service

6.2 Prohibited Data Types

You are expressly PROHIBITED from uploading, storing, or transmitting the following types of data through the Service:

• Government-Issued Identifiers: Social Insurance Numbers (SINs), Social Security Numbers (SSNs), passport numbers, driver's license numbers, or other government identification numbers
• Financial Information: Credit card numbers, bank account numbers, financial account credentials, or payment card data (except as processed through our approved payment processors)
• Health Information: Protected health information (PHI), medical records, health insurance information, or other data subject to health privacy laws (HIPAA, PHIPA, etc.)
• Biometric Data: Fingerprints, facial recognition data, retinal scans, voice prints, or other biometric identifiers
• Sensitive Personal Information: Data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, or information about sex life or sexual orientation
• Children's Personal Information: Any personal information of individuals under the age of 13 (or applicable age of digital consent in your jurisdiction)
• Authentication Credentials: Passwords, API keys, access tokens, or cryptographic keys for third-party systems (except when using encrypted integrations)

6.3 Consequences of Violation

Violation of this Acceptable Use Policy may result in, at our sole discretion:

• Immediate suspension or termination of your account without notice or refund
• Removal or deletion of prohibited content or data
• Notification to law enforcement or regulatory authorities
• Legal action to recover damages and costs, including attorneys' fees
• Permanent ban from creating future accounts

7.1 AssetLab's Rights

The Service, including all software, source code, object code, algorithms, machine learning models, APIs, user interfaces, designs, documentation, trademarks, logos, trade secrets, know-how, and other content provided by AssetLab (collectively, "AssetLab IP"), is the exclusive property of AssetLab CMMS Software Inc. and its licensors. AssetLab IP is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

All rights not expressly granted to you under these Terms are reserved by AssetLab. Subject to these Terms and your payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during your active subscription term. This license terminates automatically upon termination of your subscription.

7.2 Customer Data Ownership

As between you and AssetLab, you retain all ownership rights, title, and interest in and to your Customer Data. By uploading, submitting, or otherwise making available Customer Data through the Service, you grant AssetLab and its affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to:

• Use, copy, store, transmit, display, and process your Customer Data solely as necessary to provide, maintain, and improve the Service
• Create derivative works of your Customer Data to the extent necessary for Service functionality (e.g., formatting, indexing, backup copies)
• Use your Customer Data to provide customer support and troubleshoot technical issues
• Disclose your Customer Data as required by law, regulation, or valid legal process

You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, consents, and permissions to provide your Customer Data to AssetLab; (b) your Customer Data does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other legal rights; and (c) your Customer Data complies with all applicable laws and regulations.

7.3 Aggregated and Anonymized Data

Notwithstanding Section 7.2, AssetLab retains the exclusive right to collect, use, analyze, and create aggregated, anonymized, and de-identified data derived from your use of the Service and your Customer Data ("Aggregated Data"). Aggregated Data does not identify you or any individual and may include statistical information, usage metrics, performance benchmarks, and industry trends.

AssetLab owns all rights, title, and interest in and to Aggregated Data and may use Aggregated Data for any lawful business purpose, including but not limited to:

• Improving, developing, and enhancing the Service and creating new products or features
• Conducting research, analytics, and creating industry benchmarks or reports
• Marketing and promotional activities, including white papers and case studies
• Sharing with third parties, customers, or the public in aggregated form

AssetLab will ensure that Aggregated Data cannot reasonably be used to identify you, any individual, or your specific business operations.

7.4 Feedback and Suggestions

If you provide any feedback, suggestions, ideas, enhancement requests, recommendations, or other input regarding the Service ("Feedback"), whether solicited or unsolicited, you hereby grant AssetLab an unrestricted, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, publicly display, publicly perform, and otherwise exploit such Feedback for any purpose, including incorporating Feedback into the Service or other products, without compensation, acknowledgment, or attribution to you.

You waive any moral rights or similar rights you may have in the Feedback. You represent and warrant that you have the right to provide such Feedback and that no Feedback will violate any third party's rights or any confidentiality obligation.

7.5 Service Improvements and Modifications

AssetLab retains all ownership rights in any improvements, enhancements, modifications, updates, or derivative works made to the Service, including any developments resulting from your Feedback or customization requests. You acquire no rights in such improvements or modifications, even if you funded or participated in their development.

7.6 Trademark and Brand Usage

You may not use AssetLab's trademarks, service marks, trade names, logos, domain names, or other distinctive brand features without our prior written consent. AssetLab may use your company name and logo to identify you as a customer in marketing materials, customer lists, and case studies, unless you opt out by notifying us in writing at legal@assetlab.ca.

7.7 Third-Party Intellectual Property Claims

AssetLab will defend you against any third-party claim that the Service, when used in accordance with these Terms, infringes a third party's valid Canadian copyright, trademark, or patent ("IP Claim"). AssetLab will indemnify you for damages and costs (including reasonable attorneys' fees) awarded against you by a court of competent jurisdiction or agreed to in a settlement approved by AssetLab, provided that you:

• Promptly notify AssetLab in writing of the IP Claim (delay will not relieve AssetLab of its obligations except to the extent materially prejudiced)
• Grant AssetLab sole control over the defense and settlement of the IP Claim
• Provide reasonable cooperation and assistance in the defense

AssetLab will have no obligation under this Section 7.7 for IP Claims arising from: (a) your modification of the Service; (b) your combination of the Service with non-AssetLab products, services, or data; (c) your use of the Service in violation of these Terms; (d) your Customer Data; or (e) your use of a non-current version of the Service when a non-infringing version was made available.

If the Service becomes, or in AssetLab's opinion is likely to become, the subject of an IP Claim, AssetLab may, at its option and expense: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) if neither option is commercially reasonable, terminate your subscription and refund any prepaid, unused fees on a pro-rata basis.

THIS SECTION 7.7 STATES ASSETLAB'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

8.1 Data Processing Roles (PIPEDA/GDPR Compliance)

For purposes of applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), the General Data Protection Regulation (GDPR), and provincial privacy legislation:

• You are the "Data Controller" (or "Business" under certain laws): You determine the purposes and means of processing personal information contained in your Customer Data. You are responsible for ensuring you have a lawful basis for processing personal information and for obtaining all necessary consents from data subjects.
• AssetLab is the "Data Processor" (or "Service Provider"): We process personal information in your Customer Data solely on your behalf and in accordance with your documented instructions as set forth in these Terms.

AssetLab will not: (a) use, disclose, retain, or otherwise process personal information for any purpose other than providing the Service as instructed by you; (b) combine personal information with information received from third parties, except as necessary to provide the Service; or (c) transfer, sell, or share personal information except as authorized in these Terms.

8.2 Customer Data Usage

You retain all ownership rights to your Customer Data. AssetLab will access, use, or disclose your Customer Data only in the following circumstances:

• Service Provision: To provide, maintain, troubleshoot, and support the Service in accordance with these Terms
• Legal Obligations: As required by applicable law, regulation, legal process, or governmental request (we will provide you with prior notice unless prohibited by law)
• Security and Fraud Prevention: To prevent, detect, or investigate security incidents, fraud, abuse, or illegal activity affecting the Service
• With Your Consent: With your explicit written consent for specific purposes
• Aggregated/Anonymized Data: To create Aggregated Data as defined in Section 7.3, provided such data cannot reasonably identify you or any individual

8.3 Data Security Measures

AssetLab implements and maintains industry-standard administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, including:

• Encryption: Data at rest is encrypted using AES-256 encryption; data in transit is encrypted using TLS 1.2 or higher
• Access Controls: Role-based access controls, multi-factor authentication, and principle of least privilege for AssetLab personnel
• Network Security: Firewalls, intrusion detection/prevention systems, and network segmentation
• Security Monitoring: Continuous monitoring, logging, and alerting for security events and anomalies
• Regular Assessments: Periodic security audits, vulnerability scans, and penetration testing conducted by qualified third parties
• Employee Training: Regular security awareness training for all personnel with access to Customer Data
• Backup and Recovery: Regular automated backups with tested disaster recovery procedures

8.4 Data Breach Notification

In the event AssetLab becomes aware of a security incident that results in unauthorized access to, disclosure of, or loss of Customer Data containing personal information (a "Data Breach"), AssetLab will:

• Notify you without undue delay and, where feasible, within 72 hours of becoming aware of the Data Breach
• Provide information about the nature of the Data Breach, including the categories and approximate number of affected data subjects and records (to the extent known)
• Describe the likely consequences of the Data Breach and the measures taken or proposed to address the breach and mitigate potential adverse effects
• Cooperate with you in any investigation and provide reasonable assistance to fulfill your own breach notification obligations under applicable law

You acknowledge that you are responsible for complying with all applicable data breach notification laws and regulations, including notifying affected individuals and regulatory authorities as required. AssetLab's notification to you does not constitute an acknowledgment of fault or liability.

8.5 Data Location and Transfers

Customer Data is primarily stored on servers located in Canada. AssetLab may transfer, store, or process Customer Data outside of Canada only with your prior consent or as necessary to provide the Service through our subprocessors (listed in Section 8.7).

If Customer Data is transferred outside of Canada to jurisdictions that do not provide an adequate level of data protection as determined by applicable law, AssetLab will implement appropriate safeguards, such as Standard Contractual Clauses approved by relevant regulatory authorities, to protect such data in accordance with applicable data protection laws.

8.6 Data Subject Rights and Your Obligations

As Data Controller, you are responsible for responding to requests from data subjects (individuals whose personal information is in your Customer Data) exercising their rights under applicable data protection laws, including rights to access, rectification, erasure, data portability, restriction of processing, and objection to processing.

AssetLab will provide commercially reasonable assistance to help you respond to data subject requests, including providing access to relevant Customer Data through the Service's standard functionality. You agree to reimburse AssetLab for any costs incurred in providing assistance beyond standard Service functionality, at AssetLab's then-current professional services rates.

You represent and warrant that you have:

• Obtained all necessary consents, permissions, and legal bases required under applicable law to collect, use, and disclose personal information in your Customer Data
• Provided all required notices to data subjects regarding the processing of their personal information, including AssetLab's role as Data Processor
• Complied with all applicable data protection laws in collecting and providing Customer Data to AssetLab

8.7 Subprocessors and Third-Party Service Providers

AssetLab engages certain third-party subprocessors to assist in providing the Service. By accepting these Terms, you provide general authorization for AssetLab to engage subprocessors, provided that AssetLab: (a) enters into a written agreement with each subprocessor imposing data protection obligations substantially similar to those in these Terms; and (b) remains liable for the subprocessor's compliance with such obligations.

Current Subprocessors:

• Supabase, Inc. (United States) – Database hosting and backend infrastructure
• Clerk, Inc. (United States) – Authentication and user management services
• Vercel Inc. (United States) – Application hosting and content delivery network
• Stripe, Inc. (United States) – Payment processing (Stripe processes payment card data directly and does not have access to your Customer Data)

AssetLab will provide at least 30 days' advance notice before engaging a new subprocessor or materially changing an existing subprocessor relationship by posting an updated list at https://assetlab.ca/trust or by email notification. You may object to a new subprocessor on reasonable grounds related to data protection by notifying us in writing within 30 days. If AssetLab cannot accommodate your objection, you may terminate your subscription and receive a pro-rata refund of prepaid fees for the remainder of your subscription term.

8.8 Data Retention and Deletion

AssetLab will retain your Customer Data for the duration of your active subscription and for a limited period thereafter to allow for data retrieval. Upon termination or expiration of your subscription:

• You will have 30 days to export your Customer Data using the Service's data export functionality or by requesting a data export from support@assetlab.ca
• After the 30-day retrieval period, AssetLab will delete your Customer Data from production systems within 90 days, unless retention is required by law or necessary to resolve disputes
• Backup copies of Customer Data may persist in our backup systems for up to 180 days following deletion from production systems, after which they will be permanently deleted
• Aggregated Data (as defined in Section 7.3) that cannot identify you or any individual may be retained indefinitely

You may request deletion of specific Customer Data at any time during your subscription by using the Service's deletion functionality or by contacting support@assetlab.ca. AssetLab will comply with deletion requests within 30 days, unless retention is required by applicable law.

8.9 Privacy Policy

Our collection, use, and disclosure of personal information is further governed by our Privacy Policy, available at https://assetlab.ca/privacy, which is incorporated into these Terms by reference. In the event of a conflict between these Terms and the Privacy Policy, these Terms shall prevail with respect to the Service.

8.10 Government Access Requests

If AssetLab receives a lawful request from a government authority, law enforcement agency, or court for access to Customer Data, AssetLab will:

• Notify you of the request promptly, unless legally prohibited from doing so
• Provide you with a copy of the request, unless legally prohibited
• Reasonably challenge overly broad or inappropriate requests
• Disclose only the minimum Customer Data required to comply with the request

AssetLab will not voluntarily provide Customer Data to government authorities without your consent, except as required by applicable law.

9.1 Service Availability

We strive to provide 99.9% uptime for the Service, excluding scheduled maintenance. We reserve the right to perform maintenance that may temporarily interrupt service, and we will provide advance notice when reasonably possible.

9.2 Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSETLAB DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICE
• THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE

We do not warrant that the Service will meet your specific requirements or that any defects will be corrected.

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASSETLAB, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, OR SUBPROCESSORS (COLLECTIVELY, THE "ASSETLAB PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,including but not limited to:
  • Loss of profits, revenue, business opportunities, or anticipated savings
  • Loss of data or cost of procurement of substitute services
  • Loss of use, goodwill, or reputation
  • Business interruption, downtime, or operational delays
  • Costs of recovering, reprogramming, or reproducing any data stored in or used with the Service
  • Failure to realize expected savings or benefits
  • Third-party claims against you
• DAMAGES ARISING FROM OR RELATING TO:
  • Your use of or inability to use the Service
  • Any unauthorized access to, alteration of, or deletion of your Customer Data
  • Any interruption, suspension, or termination of the Service, whether authorized or unauthorized
  • Any bugs, viruses, trojan horses, or the like transmitted through the Service
  • Any errors, inaccuracies, or omissions in the Service or Customer Data
  • Statements, conduct, or actions of any third party on or through the Service
  • Any failure of the Service to meet your specific requirements or expectations
  • Any reliance on data, information, or functionality provided by the Service
  • Any other matter relating to these Terms or the Service, however caused and under any theory of liability

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF AN ASSETLAB PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ALL ASSETLAB PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR YOUR USE THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

• The total amount of fees you actually paid to AssetLab in the twelve (12) months immediately preceding the date the claim arose; OR
• One Hundred Canadian Dollars (CAD $100.00)

For accounts on free trials or free plans, the maximum aggregate liability shall be limited to CAD $100.00.

10.3 Enhanced Cap for Data Security Breaches

Notwithstanding Section 10.2, in the event of a Data Breach (as defined in Section 8.4) caused solely by AssetLab's gross negligence or willful misconduct, AssetLab's maximum aggregate liability for such Data Breach shall not exceed two times (2x)the amount you paid to AssetLab in the twelve (12) months immediately preceding the breach, or CAD $200.00, whichever is greater.

THIS ENHANCED CAP DOES NOT APPLY TO DATA BREACHES CAUSED OR CONTRIBUTED TO BY: (a) your failure to implement reasonable security measures; (b) your violation of Section 6.2 (Prohibited Data Types); (c) unauthorized access resulting from compromised account credentials within your control; (d) your employees' or contractors' negligence or misconduct; or (e) any third-party actions.

10.4 Multiple Claims

The existence of multiple claims or causes of action, whether in contract, tort, warranty, or otherwise, will not enlarge or extend the liability caps set forth in this Section 10. The limitations in this Section apply cumulatively to all claims and causes of action, regardless of how many claims are asserted or over what period of time.

10.5 Allocation of Risk

You acknowledge and agree that the fees charged by AssetLab reflect the allocation of risk set forth in these Terms, including the limitations and exclusions of liability in this Section 10. The limitations of liability are fundamental elements of the basis of the bargain between you and AssetLab. AssetLab would not be able to provide the Service on an economically reasonable basis without these limitations.

10.6 Third-Party Services

AssetLab shall have no liability whatsoever for any acts, omissions, errors, or malfunctions of third-party services, subprocessors, or infrastructure providers (including Supabase, Clerk, Vercel, or any other third party), even if such services are integral to the provision of the Service. Your sole remedy for issues arising from third-party services is to seek recovery directly from such third parties in accordance with their own terms of service.

10.7 Force Majeure Events

AssetLab shall have no liability for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, epidemics, pandemics, or public health emergencies
• War, terrorism, riots, civil unrest, or acts of civil or military authorities
• Fire, flood, earthquake, or other catastrophic events
• Internet, telecommunications, or utility failures or disruptions
• Denial of service attacks, hacking attempts, or other malicious cyber activity
• Labor disputes, strikes, or embargoes
• Failure or delay by subprocessors or infrastructure providers
• Changes in law, regulation, or government policy
• Shortages of transportation, fuel, energy, labor, or materials

10.8 Essential Basis of Bargain

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.9 Jurisdictional Variations

Some jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental, or certain other types of damages. In such jurisdictions, the liability of the AssetLab Parties is limited to the greatest extent permitted by law. If any provision of this Section 10 is held to be unenforceable, the remaining provisions shall remain in full force and effect.

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless AssetLab, its officers, directors, employees, contractors, agents, affiliates, subsidiaries, successors, assigns, licensors, and subprocessors (the "Indemnified Parties") from and against any and all third-party claims, demands, actions, suits, proceedings, investigations, liabilities, losses, damages, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, and expenses (including reasonable attorneys' fees, expert fees, and litigation costs) (collectively, "Claims") arising from, relating to, or in connection with:

• Breach of Terms: Your breach or alleged breach of any representation, warranty, covenant, or obligation under these Terms
• Customer Data: Your Customer Data, including any claim that your Customer Data infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights
• Prohibited Data: Your upload, storage, or transmission of Prohibited Data Types as defined in Section 6.2, including claims arising from violations of data protection laws (PIPEDA, GDPR, HIPAA, etc.)
• Law Violations: Your violation of any applicable law, regulation, ordinance, or governmental order, including data protection, privacy, export control, consumer protection, or anti-spam laws
• Third-Party Rights: Your violation or alleged violation of any third-party rights, including intellectual property rights, confidentiality obligations, contractual rights, or privacy rights
• Service Misuse: Your use or misuse of the Service, including any violation of the Acceptable Use Policy (Section 6)
• Unauthorized Access: Any unauthorized access to the Service by your employees, contractors, agents, or other persons to whom you have provided access credentials
• Negligence or Misconduct: Any negligence, gross negligence, willful misconduct, fraud, or illegal activity by you, your employees, contractors, or agents
• Regulatory Actions: Any regulatory investigation, enforcement action, or penalty arising from your conduct or Customer Data
• Data Subject Claims: Any claims by data subjects (individuals) whose personal information is included in your Customer Data, including claims related to lack of consent, improper processing, or data breaches caused by your actions
• Modifications: Any combination, integration, or modification of the Service with non-AssetLab products, services, or data that you perform or authorize
• Third-Party Services: Your use of third-party services or integrations in connection with the Service

11.2 Indemnification Procedures

Your indemnification obligations under this Section 11 are conditioned upon AssetLab:

• Providing you with prompt written notice of the Claim (provided that failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such delay)
• Providing you with sole control over the defense and settlement of the Claim (subject to the limitations below)
• Providing you with reasonable cooperation and assistance in the defense, at your expense

You may not settle any Claim without AssetLab's prior written consent (not to be unreasonably withheld) if the settlement: (a) requires AssetLab to admit liability, fault, or wrongdoing; (b) imposes any obligations or restrictions on AssetLab; (c) involves injunctive or equitable relief against AssetLab; or (d) does not include a complete release of the Indemnified Parties from all liability.

AssetLab reserves the right to participate in the defense of any Claim with counsel of its own choosing, at its own expense. If you fail to promptly defend a Claim, AssetLab may assume the defense at your expense.

11.3 AssetLab's IP Indemnification (Covered in Section 7.7)

AssetLab's indemnification obligations for third-party intellectual property claims arising from authorized use of the Service are set forth in Section 7.7 (Third-Party Intellectual Property Claims). Section 7.7 states AssetLab's entire liability and your exclusive remedy for such claims.

11.4 No Limitation

Your indemnification obligations under this Section 11 are in addition to, and not in lieu of, any other obligations you may have under these Terms, including payment obligations, warranty obligations, and limitation of liability provisions. The indemnification obligations in this Section 11 will survive termination or expiration of these Terms and your use of the Service.

12.1 Termination by You

You may terminate your account at any time by contacting us or using the account cancellation feature in the Service. Termination will be effective at the end of your current billing period. You will not receive a refund for any unused portion of your subscription.

12.2 Termination by AssetLab

We may suspend or terminate your access to the Service immediately, without notice, if:

• You breach these Terms
• Your payment is overdue by more than 15 days
• You engage in conduct that harms or threatens to harm AssetLab or other users
• We are required to do so by law
• We cease offering the Service (with 30 days' notice)

12.3 Effect of Termination

Upon termination:

• Your right to access the Service will immediately cease
• We will delete your Customer Data within 30 days unless you request a data export
• You remain liable for all fees incurred prior to termination
• Sections of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you and AssetLab agree to first attempt to negotiate any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Dispute") informally for at least thirty (30) days. This informal negotiation process requires that you send a written notice to legal@assetlab.ca describing: (a) your name and contact information; (b) the nature and basis of the Dispute; and (c) the specific relief sought.

If AssetLab has a Dispute with you, we will send a similar notice to the email address associated with your account. Both parties will make good faith efforts to resolve the Dispute through informal negotiation. If the Dispute is not resolved within thirty (30) days after receipt of the notice, either party may proceed to arbitration as set forth below.

13.2 Binding Arbitration Agreement

If informal resolution fails, you and AssetLab agree that any Dispute will be resolved solely and exclusively by binding individual arbitration, and not in a court of law. You and AssetLab are each waiving the right to trial by judge or jury.

The arbitration shall be administered by the British Columbia International Commercial Arbitration Centre (BCICAC) in accordance with the BCICAC's Arbitration Rules then in effect (the "BCICAC Rules"), except as modified by this Section 13. The BCICAC Rules are available at www.bcicac.com.

Arbitration Details:

• The arbitration shall be conducted by a single neutral arbitrator selected in accordance with the BCICAC Rules
• The arbitration shall take place in North Vancouver, British Columbia, Canada, or remotely via videoconference at the arbitrator's discretion
• The arbitration shall be conducted in the English language
• The arbitrator shall apply the substantive law of the Province of British Columbia, Canada, without regard to conflict of law principles
• The arbitrator may award any relief that would be available in court, including declaratory or injunctive relief, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim
• The arbitrator's decision and award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction
• Each party shall bear its own attorneys' fees and costs, unless the arbitrator awards attorneys' fees or costs to the prevailing party

13.3 CLASS ACTION WAIVER (CRITICAL)

If this class action waiver is found to be unenforceable with respect to any Dispute, then the entirety of this arbitration agreement (Section 13) shall be null and void with respect to that Dispute only, and the Dispute must be brought exclusively in the courts described in Section 14 (Governing Law). However, the class action waiver and arbitration agreement shall remain enforceable with respect to all other Disputes.

13.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring an individual action in small claims court if the Dispute qualifies for small claims court jurisdiction. Additionally, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened:

• Infringement, misappropriation, or violation of intellectual property rights (copyrights, trademarks, trade secrets, or patents)
• Unauthorized access to or use of the Service or AssetLab's systems
• Violation of the Acceptable Use Policy or any activity that threatens the security, integrity, or availability of the Service

Such actions may be brought in the courts identified in Section 14 (Governing Law) without first engaging in the informal resolution process or arbitration.

13.5 Arbitration Fees

For Disputes involving less than CAD $10,000, AssetLab will reimburse your filing fees and pay the arbitrator's and BCICAC's fees and expenses. For Disputes involving CAD $10,000 or more, the BCICAC Rules will govern the allocation of fees and expenses.

You may be entitled to recover your attorneys' fees and costs if you prevail in the arbitration, to the extent provided by applicable law or as determined by the arbitrator.

13.6 Opt-Out Right

You have the right to opt out of this arbitration agreement and class action waiver by sending written notice of your decision to opt out to legal@assetlab.ca within thirty (30) days of your first acceptance of these Terms. Your opt-out notice must include: (a) your full name; (b) your email address associated with your AssetLab account; (c) your company/organization name (if applicable); and (d) a clear statement that you wish to opt out of the arbitration agreement.

If you opt out, all other terms of these Terms will continue to apply, but neither you nor AssetLab will be bound by the arbitration provisions of Section 13. Opting out of arbitration has no effect on any other arbitration agreements you may have with AssetLab or its affiliates.

13.7 Changes to This Section

Notwithstanding Section 15 (Changes to Terms), if AssetLab makes any material change to this Section 13 (Dispute Resolution and Arbitration) in the future, such changes will not apply to Disputes that arose before the effective date of the change. You will be notified of material changes to this Section 13, and you will have the right to opt out of any material changes by sending written notice to legal@assetlab.ca within thirty (30) days of the notice.

13.8 Severability

If any portion of this Section 13 is found to be unenforceable or unlawful for any reason: (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact on the remainder of this Section 13 or the parties' ability to compel arbitration of any remaining Disputes; and (c) to the extent that any Disputes must therefore proceed on a class, collective, representative, or consolidated basis, such Disputes must be litigated in the courts described in Section 14 (Governing Law), and the parties agree to waive the arbitration agreement with respect to those Disputes only.

13.9 Time Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This time limitation applies to the fullest extent permitted by law.

15.1 AI Feature Scope

AssetLab may offer features powered by artificial intelligence, machine learning, or large language models (collectively, "AI Features"), which may include:

• Predictive maintenance recommendations and failure predictions
• Automated work order creation, prioritization, or assignment suggestions
• Natural language processing for search, data extraction, or report generation
• AI-powered chatbots or virtual assistants for customer support
• Automated categorization, tagging, or classification of assets or data
• Anomaly detection, pattern recognition, or data analytics
• Other AI-powered features as described in your subscription plan or product documentation

15.2 AI Output Disclaimer and No Warranty

You acknowledge and agree that:

• AI Output is Informational Only: AI Output is provided for informational purposes only and should not be relied upon as professional advice, definitive recommendations, or factual statements
• Human Review Required: You are solely responsible for reviewing, verifying, and validating all AI Output before taking any action based on such output
• No Substitute for Professional Judgment: AI Output is not a substitute for professional expertise, technical judgment, or industry-specific knowledge
• Potential for Errors: AI Output may contain errors, inaccuracies, biases, hallucinations, or inappropriate content
• No Liability for AI Output: AssetLab shall have no liability whatsoever for any decisions made, actions taken, or damages incurred based on AI Output

15.3 Prohibited AI Feature Uses

You agree NOT to use AI Features for the following purposes:

• Competing Products: Developing, training, improving, or testing competing AI models, machine learning systems, or software products
• Model Training: Using AI Output to train, fine-tune, or improve any third-party AI models, large language models, or machine learning systems
• Reverse Engineering: Attempting to reverse engineer, extract, decompile, or derive the underlying AI models, algorithms, or training data
• Benchmarking: Conducting competitive benchmarking or performance testing without AssetLab's prior written consent
• Malicious Inputs: Providing malicious, adversarial, or deliberately harmful inputs designed to compromise, manipulate, or "jailbreak" the AI system
• Prohibited Content Generation: Using AI Features to generate illegal, harmful, discriminatory, defamatory, or abusive content
• Automated Abuse: Excessive or automated use of AI Features in a manner that could degrade service quality or availability for other users

15.4 Data Processing for AI Features

When you use AI Features, AssetLab may process your Customer Data as follows:

• Input Processing: Your inputs, queries, and Customer Data provided to AI Features will be processed by AssetLab's AI systems to generate AI Output
• Service Improvement: AssetLab may use aggregated, anonymized, and de-identified data derived from AI Feature usage to improve AI models and Service functionality, in accordance with Section 7.3 (Aggregated Data)
• No Third-Party Model Training: AssetLab will NOT use your Customer Data or AI inputs to train third-party large language models (e.g., OpenAI GPT, Anthropic Claude, Google Gemini) without your explicit opt-in consent
• Data Retention: AI Feature inputs and outputs may be temporarily cached or logged for performance optimization, debugging, and security monitoring

15.5 AI Training Opt-In (Future Feature)

AssetLab may offer you the option to opt in to allowing your de-identified Customer Data to be used to improve AssetLab's proprietary AI models. This opt-in program, if offered:

• Requires your explicit, informed consent through an opt-in mechanism in the Service
• Is entirely voluntary and can be revoked at any time
• Only applies to AssetLab's internal AI model training, not third-party models
• Involves rigorous de-identification and anonymization processes to protect your privacy

If you do NOT opt in, your Customer Data will NOT be used for AI model training purposes beyond what is necessary to provide the Service to you directly.

15.6 Third-Party AI Service Providers

AssetLab may utilize third-party AI service providers (e.g., OpenAI, Anthropic, Google Cloud AI) to power certain AI Features. When you use such features, your inputs may be processed by these third-party providers in accordance with their terms of service and privacy policies. AssetLab will:

• Disclose which AI Features are powered by third-party providers in product documentation
• Enter into data processing agreements with third-party AI providers that prohibit them from using your data to train their public models (where technically feasible)
• Maintain a list of third-party AI providers at https://assetlab.ca/ai-providers

You acknowledge that AssetLab cannot control the processing practices of third-party AI providers beyond contractual agreements.

15.7 Beta AI Features

AI Features designated as "Beta," "Experimental," "Preview," or similar designations are provided for evaluation and testing purposes only. Beta AI Features:

• May be unreliable, contain bugs, or produce unexpected results
• May be discontinued, modified, or changed without notice
• Are provided "AS IS" with no warranties or service level guarantees
• Should NOT be used for production-critical or safety-critical applications

15.8 Safety-Critical Applications

15.9 Changes to AI Features

AssetLab reserves the right to modify, update, replace, or discontinue AI Features at any time without notice. Changes may affect the quality, format, or availability of AI Output. AssetLab shall have no liability for any such changes or discontinuation.

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and AssetLab regarding the Service and supersede all prior agreements and understandings, whether written or oral.

17.2 Severability

If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court or arbitrator of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. The unenforceable provision shall be deemed replaced by an enforceable provision that most closely achieves the intent and economic effect of the original provision.

17.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. AssetLab's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of AssetLab.

17.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without AssetLab's prior written consent. Any attempted assignment in violation of this Section shall be null and void. AssetLab may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without restriction and without your consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

17.5 Force Majeure

AssetLab shall not be liable for any failure or delay in performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, labor disputes, strikes, internet or telecommunications failures, power outages, denial of service attacks, or shortages of transportation facilities, fuel, energy, labor, or materials. AssetLab's performance obligations shall be suspended during the period of the force majeure event.

17.6 Export Compliance

You agree to comply with all applicable Canadian, U.S., and international export and import control laws and regulations in your use of the Service, including the Export and Import Permits Act (Canada) and the Export Administration Regulations (U.S.). You represent and warrant that you and your organization: (a) are not located in, under the control of, or a national or resident of any country subject to Canadian or U.S. government embargo or designated as a "terrorist supporting" country; (b) are not listed on any Canadian or U.S. government list of prohibited or restricted parties; and (c) will not use the Service in violation of any export restrictions, including for the development, design, manufacture, or production of nuclear, chemical, or biological weapons.

17.7 Third-Party Services

The Service may contain links to, integrations with, or functionality provided by third-party websites, services, or applications ("Third-Party Services"). AssetLab is not responsible or liable for the availability, accuracy, content, products, services, or practices of Third-Party Services. Your use of Third-Party Services is governed by their respective terms of service and privacy policies, and you access and use Third-Party Services at your own risk. AssetLab does not endorse or make any representations regarding Third-Party Services.

17.8 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and AssetLab. Neither party has the authority to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

17.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and AssetLab and do not confer any third-party beneficiary rights upon any other person or entity, except that the Indemnified Parties defined in Section 11 are intended third-party beneficiaries of your indemnification obligations.

17.10 Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and addressed to the parties at the addresses set forth in Section 18 (Contact Information) or to such other address that may be designated in writing. Notices may be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Notices are deemed given: (a) upon receipt if delivered personally or by email with confirmation; (b) one business day after deposit with a courier; or (c) five business days after being deposited in the mail.

17.11 Survival

The following sections shall survive termination or expiration of these Terms: Sections 6 (Acceptable Use Policy), 7 (Intellectual Property Rights), 8 (Data Protection), 9 (Warranties), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), 14 (Governing Law), and 17 (General Provisions), along with any other provisions that by their nature should survive termination.