Software Var Terms and Conditions

These Isolocity Terms and Conditions apply to all services provided CJB Consulting Ltd., a company organised and existing under the laws of Ontario (“CJB”) to Client (defined below). Any agreement, term sheet or cover letter executed by the parties with reference to these terms and conditions (“Engagement Document”) and these Isolocity Terms and Conditions shall be referred to herein as the “Agreement”. In the event of a conflict between these Isolocity Terms and Conditions and an applicable Engagement Document, the terms and conditions of the Engagement Document shall govern with respect to the conflict.

The Isolocity Terms and Conditions posted on Isolocity’s website (available at are effective the date accepted by the Client in writing, which may be performed electronically through a website, by email acceptance, or otherwise, or upon receipt of the Services by the Client, whichever occurs first. Alternatively, the Isolocity Terms and Conditions may be executed in hardcopy form accompanied by an Engagement Document.

Unless otherwise agreed in an Engagement Document, CJB reserves the right to make changes to this Agreement. CJB will notify Client of changes by: (a) posting a notice in the Isolocity Solution for a period of 30 days before such changes will become effective (“Effective Change Date”); and/or (b) sending Client an email notification of such changes at least 30 days prior to the Effective Change Date. As of the Effective Change Date, the most current and up to date version of this Agreement will be accessible on the website or through the Isolocity Solution, and the continued use of the Isolocity Solution or any Services will signify continued acceptance to the revised Agreement.

CJB collects, uses and discloses personal information in accordance with its privacy policy available at Client consents to CJB’s collection, use and disclosure of Client’s personal information in accordance with this policy.

  1. DefinitionsThe following definitions shall apply to these Terms:
    1. “Administrator” means the authorized user(s) of Client that shall responsible for allocating Login Credentials to the specified number of Authorized Users.
    2. “Affiliate” means, with respect to any entity, any other entity which directly or indirectly controls, is controlled by or is under common control with such entity, and for the purposes of this definition the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
    3. “Authorized Users” means users of the Isolocity Solution assigned Long Credentials by the Administrator(s).
    4. “Client” means the customer of the Services that agrees to this Agreement either through online registration or an Engagement Document and its Affiliates.
    5. “Client Data” means Client’s information that is provided to CJB through the Isolocity Solution.
    6. “Confidential Information” means all or any part of the trade secrets, know-how, technical expertise, financial or business information, and any other information relating to the Discloser and its products or services, whether conveyed verbally, visually or contained in the documents provided by Discloser to Recipient or acquired by the Recipient in connection with the Agreement that is identified as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure.”
    7. “Deliverables” means, with respect to Consulting and Integration Services, the deliverables provided by CJB and set out in an Engagement Document.
    8. “Documentation” means the CJB provided documentation detailing the functionality of the Isolocity Solution, made available by CJB to Client, as updated from time to time.
    9. “Isolocity Solution” means the Isolocity software solution provided by CJB to its customers in accordance with its then current documentation, including all enhancements, modifications, updates, upgrades and versions thereof.
    10. “Personal Information” means information about an identifiable individual.
    11. “Users” means the Administrator and Authorized Users of Client.
  2. Service
    1. The “Services” provided by CJB under this Agreement consist of the following:
      1. “Software Services”: Access to and use of the Isolocity Solution, including the applicable maintenance and support.
      2. “Consulting and Integration Services”: Means the consulting and Isolocity Software integration services provided by CJB in accordance with an Engagement Document.
    2. Client agrees to, and to ensure its Users, only use the Isolocity Solution solely for Client’s internal business purposes in accordance with this Agreement. Client acknowledges that its Users are bound by these terms and that such Users are a party to this Agreement when their account is created.
    3. Software Services include a reasonable amount of customer service to be delivered by the value added reseller associated to your account. Additional customer service will constitute Consulting and Integration Services that are chargeable on a time and materials basis and will be invoiced monthly in arrears. CJB agrees to notify Client when they are reaching the threshold of chargeable customer service hours.
  3. Software Services
    1. Where registered for by Client and subject to the payment of the applicable Fees, CJB agrees to provide access to the Isolocity Solution through an online portal in accordance with its then current Documentation.
    2. The license provided by CJB to use the Isolocity Solution is based on a certain number of Users. CJB will provide the Administrator(s) with a user ID and password (“Login Credentials”) in order to allow the Administrator(s) to access and use the Services and assign and manage Authorized Users of the Services.
    3. Client is responsible for ensuring that its Administrator(s) has/have the necessary authority to administrate access to and use of the Software Services by Authorized Users.
    4. The Client shall, and shall ensure that its Users, shall
      1. keep the Login Credentials confidential and not permit any third party to access or use the Isolocity Solution;
      2. immediately notify CJB of any unauthorized use of Login Credentials;
      3. not allow more than one individual to utilize the Login Credentials assigned to a User;
      4. immediately revoke access from any Authorized User that is no longer authorized by Client to use and access the Isolocity Solution, including in the event that the Authorized User is no longer in the employ of Client.
    5. Client is responsible and liable for:
      1. all actions taken using Login Credentials assigned to Client and it Users, whether or not authorized by Client; and
      2. ensuring User’s compliance with this Agreement.
    6. In accordance with this Agreement, CJB grants Client, solely for its own internal business purposes, a non-exclusive, non-transferable right and license, for license Term agreed to by the parties, to access and use the Isolocity Solution for the agreed to number of Users.
    7. CJB expressly reserves the right to modify or amend the Isolocity Solution by introducing modifications, changes, enhancements, new versions and new releases to all or part of the Isolocity Solution from time to time.
    8. The Client will not, and will ensure that its Users do not:
      1. use the Isolocity Solution in any way that is in violation of the laws applicable to Client (including all privacy and anti-spam legislation);
      2. use the Isolocity Solution except as contemplated by this Agreement;
      3. post, send or otherwise make available through the Services any material that:
        1. contains any virus, trojan, worm or similar deleterious program that may damage or interfere with the operation of any aspect of the Isolocity Solution;
        2. infringes CJB’s or a third party’s intellectual property rights; or
        3. is defamatory, harassing, illegal, fraudulent, misleading or deceptive.
      4. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Isolocity Solution or Documentation available to any third party;
      5. attempt to copy, create derivative works of, reproduce, alter, modify, reverse engineer, disassemble, decompile or translate the Isolocity Solution or the Documentation;
      6. attempt to derive the source code of the Isolocity Solution; or
      7. remove, alter or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Isolocity Solution or the Documentation.
    9. In the event that the Client’s number of Users at any time exceeds the agreed to number and/or function, the Client agrees to pay to CJB such Fees as would have applied if such users had been agreed to by the parties. Client may request licenses to additional Authorized Users, and agrees to pay the applicable Fees for such additional licenses in accordance with CJB’s then current rates.
    10. CJB may at any time suspend or limit the Client’s access to or use of the Isolocity Solution if it reasonably believes that Client is in breach of this Agreement.
    11. In the event that Client Data stored by CJB as part of the Software Services exceeds 1 terabyte of data storage, CJB reserves the right to charge an increased monthly fee for storage at CJB’s then current rates. CJB shall notify Client before increasing the fees to determine if Client wishes to decrease stored Client Data.
    12. In the event that Users are employed by Affiliates of Client, Client remains fully responsible and liable for such Affiliates’ compliance with this Agreement.
  4. Consulting and Integration Services
    1. CJB shall provide Consulting and Integration Services to Client as detailed in an Engagement Document and will use commercially reasonable efforts to do so in accordance with the timelines set out therein.
  5. Client Data
    1. As between CJB and Client, Client owns its Client Data. CJB will only use Client Data for the purposes of providing the Services. Client represents and warrants that it has all necessary rights, consents and authority to provide CJB with Client Data. Client is responsible for implementing the procedures necessary to safeguard and back-up Client Data. Client has and always will have sole responsibility for the accuracy, quality, and legality of all Client Data.
    2. Client agrees that it will not provide any Personal Information to CJB, but in the event that it does, that Section 6 applies to such Personal Information and that it will hold the CJB harmless from use by CJB of that Personal Information in accordance with Section 14.
    3. CJB owns the aggregated/statistical data derived from the Isolocity Solution, including the number of records, the number and types of transactions, configurations, and reports processed and the performance results for the Isolocity Solution (“Aggregated Data”). Aggregated data does not identify client or individual users or contain any Personal Information of Client.
    4. CJB may, unless legally prohibited, delete all Client Data after the expiration of 60 days following the termination or expiration of this Agreement. Additionally, during the Term and for a period of 60 days thereafter, CJB agrees to export Client Data to Client in industry standard machine readable form.
  6. Personal Information / Third Party Communications
    1. With respect to any Client Data that is Personal Information, the following shall apply:
      1. Client shall be solely responsible and liable for ensuring that it complies will all applicable privacy laws with respect to Personal Information it inputs into the Isolocity Solution, including ensuring that it has all necessary consents; and
      2. CJB shall reasonably cooperate with Client to ensure its compliance with applicable privacy laws (i.e. assisting with requests for access and correction).
  7. Applicable Law
    1. CJB shall comply with the laws applicable to in performing the Services and Client shall comply with all laws applicable to it in receiving the services. Each party is fully responsible and liable for its compliance with such laws.
    2. Client has the ability to send communications to third parties through the Isolocity Solution (“Third Party Communications”). By sending Third Party Communications or providing Personal Information, Client represents and warrants that it has complied with all applicable laws, including with respect to: (a) the collection, use and disclosure of personal information (in accordance with the Personal Information Protection and Electronic Documents Act and applicable provincial legislation); and (b) the sending of commercial electronic communications (in accordance with Canadian Anti-Spam Legislation).
  8. Fees and Invoicing
    1. The fees for the Services provided by CJB under this Agreement shall be set out in an applicable Engagement Document or in the registration process online (“Fees”) and shall be invoiced in accordance with the invoicing scheduled agreed to therein
    2. With respect to Consulting and Integration Services, and unless otherwise set out in the Engagement Document, CJB shall invoice Client for services rendered monthly in arrears. Client will pay invoices within 30 days from the date of invoice. Unless otherwise agreed, CJB collects payment via credit card through the mechanisms communicated by CJB to the Client or as available through the online registration process. Client agrees and explicitly authorizes CJB to automatically charge Client’s credit card in the event that Client is 30 days overdue with respect to Fees payable under this Agreement for such overdue Fees, including with respect to Fees for Consulting and Integration Services. Additionally, CJB reserves the right to, where applicable, restrict access to the Software Services until such time as the Fees are paid in full following such 30 day period.
    3. Any amounts not fully paid within 30 days from the invoice date shall accrue interest at the lower of 18% per annum (1.5% per month) and the highest rate of interest provided by and allowed by applicable law, until paid in full.
    4. CJB may amend its Fees from time to time upon providing the Client with at least 90 days written notice. In this event, the Client may choose to terminate the Agreement by providing at least 60 days written notice. Such notice must be received by CJB within the 90 day notice period of its intention to change Fees.
    5. Where Client is resident in Canada, all Fees are in Canadian currency, and exclude any applicable federal and provincial taxes and duties. Where Client is resident in a country outside of Canada, all Fees are in the currency of the United States of America. The Client is responsible to pay all applicable taxes.
  9. Term and Termination
    1. This Agreement shall commence on: (a) the Effective Date set out in an Engagement Document; or (b) on the date registered online, and continue until terminated in accordance with this Section 9(the “Term”). Either party may terminate the Agreement (and in the case of CJB, access to the Services) for convenience upon 90 days’ notice to the other party.
    2. Either party may terminate the Agreement or any part thereof for cause at any time by written notice to the other party if:
      1. the other party breaches any term of the Agreement and fails to remedy such breach within 30 days after receipt of notice requiring it to do so; or
      2. the other party becomes insolvent, has a receiver or trustee in bankruptcy appointed, enters into liquidation, is subject to an arrangement for protection from the it’s creditors, fails to comply with a statutory demand or is otherwise unable to it’s debts when due.
  10. Audit
    1. CJB shall have the right at its own expense, to perform an inspection of the Client’s relevant records and systems solely for the purpose of ensuring compliance with the requirements of the Agreement, including access to the correct amount of Authorized User licenses. CJB shall charge client for additional licenses, where applicable, in accordance with Section 3.9.
  11. Intellectual Property
    1. The Client agrees and acknowledges that all intellectual property rights in and to the: (a) Services; (b) (unless otherwise set out in an Engagement Document) Deliverables and training materials; and (c) customised solutions (unless otherwise expressly agreed by the parties in an Engagement Document); are owned by CJB or its licensors.
    2. Except as expressly set out in an Engagement Document, nothing in this Agreement shall grant Client any interest or other right in, to or under, the ownership of all patents, copyrights, trade-marks, service marks, trade secrets and other intellectual property relating to or associated with (a) – (c) above.
  12. Confidentiality and Security
    1. Each party (“Recipient”) must keep the Confidential Information of the other party (“Discloser”) confidential, safe and secure and not disclose it to any person other than:
      1. the Recipient’s agents, advisors, contractors, subcontractors and personnel who have a need to know, provided they are subject to an obligation to keep the confidential information confidential; and/or
      2. where required to do so by law, provided that, where permitted to do so, the disclosing Recipient shall provide prior notice to the Discloser so that Discloser has the opportunity to seek a protective order.
    2. The Recipient will use the Confidential Information of the Discloser solely for the purpose of using or operating the Services in accordance with the Agreement.
    3. Confidential Information does not include any information that is:
      1. public knowledge at the time it is supplied to Recipient, or becomes public knowledge subsequently other than through breach of an obligation of confidence;
      2. received by a third party that is not under an obligation of confidence to the Discloser; or
      3. in Recipient’s lawful possession prior to it being supplied to Recipient.
    4. Each party acknowledges that any unauthorized disclosure of the other party’s Confidential Information may cause immediate and irreparable harm and, therefore, agrees (i) to take the same precautions to protect the other party’s Confidential Information from unauthorized disclosure as it takes with respect to its own Confidential Information, but in no event with less than reasonable care, and (ii) that the other party shall be entitled to seek injunctive relief and other equitable remedies for a breach of its obligations hereunder in addition to any other rights or remedies to which it may be entitled.
    5. Upon termination of the Agreement or any part thereof, each party shall immediately cease use of the other party’s Confidential Information within 30 days after any such termination, deliver to the other party, at its expense or, at the other party’s request, destroy all copies of the other party’s Confidential Information in any form then in its possession or control excepting copies that have been archived, which shall remain securely stored, and an officer of such party shall provide the other with written acknowledgement thereof.
    6. During the Term of this Agreement, CJB shall maintain a formal security program materially in accordance with industry standards that is designed to:
      1. ensure the security and integrity of Client Data;
      2. protect against threats or hazards to the security or integrity of Client Data; and
      3. prevent unauthorized access to Client Data.
  13. Warranties and Disclaimers
    1. CJB warrants that it owns or otherwise has the rights in the Services and has the right to provide the Services.
    2. The Client represents and warrants that:
      1. all Client Data provided to CJB by or on behalf of the Client is the property of the Client; and
      2. the use of the Services by the Client does not and will not violate any laws applicable to it.
    5. Client understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any law or recognized standard. Client agrees that it has an independent duty to comply with all laws and applicable standards.
  14. Indemnification and IP Infringement
    1. CJB shall defend, indemnify and hold harmless Client from and against any and all claims, demands, actions, suits or proceedings made or brought against Client by a third party alleging that Client’s access to or use of Services in accordance with this Agreement infringes the intellectual property rights (an “IP Infringement Claim”) provided that CJB shall have sole control over the defense or settlement of any such claim.
    2. If the Services, or any part thereof, is held to constitute an infringement or misappropriation, and use of the Services by the Client is enjoined, or CJB reasonably believes that such use will be enjoined, then CJB shall, at its own expense, either:
      1. procure for the Client the right to continue using the Services or part thereof;
      2. replace the Services with a non-infringing product that functions in substantially the same manner in all material respects as the Services;
      3. modify the Services to eliminate any such infringement or misappropriation; or
      4. refund to the Client the applicable pro-rata portion of the licence Fees paid by the Client to CJB upon the receipt by CJB of signed written certification from the Client that such Services and any copies thereof in the Client’s possession have either been returned to CJB or destroyed, and the Agreement, as to the infringing Services shall automatically terminate.
    3. Client shall indemnify and hold CJB and its directors, suppliers, officers and employees harmless for any third party claims, awards or liability arising from:
      1. Client’s breach, or alleged breach, of Sections 5.1 and/or 6, including allegations that CJB did not have the appropriate consent to send Third Party Communications; and
      2. use of the Isolocity Solution in a manner not contemplated by, or in breach of, this Agreement.
    4. CJB shall not be liable to the Client under any provision of the Agreement if any patent or copyright infringement or claim thereof is based upon (i) the use of the Services, or any part thereof, in connection with any product software system not delivered by CJB; (ii) the use of the Services in any manner for which it, or any part thereof was not designed; (iii) any modification of the Services, or any part thereof, by or for the Client in a manner causing it to become infringing; or (iv) use by the Client of any release or version of the Services other than the most current release or version where use of the most current release or version would have avoided the claim of infringement.
    5. The indemnified party agrees to notify the other party promptly in writing of any claim subject to indemnification and to cooperate with other party by providing such information and assistance as is reasonably necessary and appropriate for the handling of the defense of such claim.
    6. The indemnities under this Section14 survive termination or expiry of this Agreement and are Client’s exclusive remedy with respect to IP Infringement Claims.
  15. Limitations on Liability
    1. Except for Client’s payment obligations, each party’s aggregate liability under this Agreement, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability, indemnity or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the total Fees paid to CJB under this Agreement in the twelve (12) months immediately prior to the month in which the most recent event giving rise to liability occurred.
    2. In no event, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability, indemnity or under any other theory of liability whatsoever, will either party be liable to the other under this Agreement for: (i) any indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or lost profits; even if such party has been advised of the possibility of such damages in advance. Regardless of whether such losses are deemed to be direct or indirect damages, CJB shall not be liable to Client for any damages relating to a loss of Client Data, and Client is responsible for the backup of its data.
    3. The limitations of liability in this Section 15 do not apply to deliberate or grossly negligent breaches of confidence or a party’s indemnification obligations.
  16. General
    1. CJB may contract with subcontractors to provide the systems and perform parts of Services. Any subcontract that CJB enters into shall not relieve, release or affect in any manner any of CJB’s duties, liabilities or obligations hereunder, and CJB shall be and remain liable hereunder to the same extent as if CJB had performed those parts of the Services.
    2. Client is responsible for obtaining at the Client’s own cost all equipment, software and/or Internet services (including browser software and Internet service provider) necessary to enable the Client to access and use the Services.
    3. The parties are independent contractors. Nothing in the Agreement makes a party an agent, partner or joint venturer of the other.
    4. The Client may not assign the Agreement or any part thereof without CJB’s prior written consent; provided however, the Client may assign the Agreement without consent, to an Affiliate or to a successor of all or part of the business to which the Agreement relates, provided that such Affiliate or successor is not a competitor of CJB. CJB may not assign the Agreement or any part thereof without the Client’s prior written consent; provided however, CJB may assign the Agreement without consent, to an Affiliate or to a successor of all or part of the business to which the Agreement relates.
    5. An obligation of a party (other than an obligation to pay money) is suspended to the extent the party is prevented from performing that obligation because of an event beyond its reasonable control. The party shall be excused from further performance of the obligation(s) for as long as such event prevails and the party continues to use commercially reasonable efforts to recommence performance to the extent possible. The non-performing party that is prevented, hindered or delayed in its performance shall immediately notify the other party in writing.
    6. The law of the Province of Ontario governs the Agreement. Any controversy, dispute, or claim that arises with respect to this Agreement which cannot be resolved by the parties shall be settled by arbitration in accordance with the Arbitration Act of Ontario, 1991, SO 1991, c17 or any statutory modification or re-enactment thereof (the “Act”) by one arbitrator appointed in accordance with the Act and the arbitrator will sit in Toronto, unless otherwise agreed by the parties. Any provision of these Terms or any Service Agreement that should, by their nature, survive termination or expiration of the Agreement, including but not limited to Sections 1, 8, 11, 12, 13, 14, 15 and 16, shall survive termination or expiration of this Agreement.
    7. Any notice required under the Agreement may be given electronically to CJB at; and to the Client by notice through the Isolocity Solution or at the contact information the Client has provided. Additional information relating to the Services is available by contacting CJB by one of the following methods:Telephone: 1-866-611-7134
      E mail:
    8. Les parties reconnaissent que ce contrat a été négocié et est rédigé en langue anglaise. The parties acknowledge that this contract was negotiated and is made in the English language.