UgoWork general terms and conditions

Battery subscription terms and conditions

Platform subscription terms and conditions

Terms of use

UgoWork general terms and conditions

Last update: August 6, 2024

1. Applicability

These general terms and conditions (these “Terms“) are the only terms which govern the sale of goods (“Goods“) and performance of services (“Services”) by Ingeniarts Technologies Inc., dba UgoWork (“UgoWork“) to the entity to which UgoWork is providing Goods or Services under this Agreement (“Client“). Notwithstanding anything to the contrary herein, (i) these Terms do not apply to the Client’s battery or UgoPilot^TM software platform subscriptions, or to the services rendered by UgoWork pursuant to a service-level, subscriptions and services are governed by distinct terms and conditions; and (ii) if a written contract signed by both parties is in existence covering the sale of the Goods or provision of Services covered hereby, the terms and conditions of said contract shall prevail.
These Terms, together with UgoWork’s final quotation and the purchase order issued by Client and accepted in writing by UgoWork (or any release thereunder) (the “Sales Confirmation”) (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client’s general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Fulfillment of Client’s order does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.
Notwithstanding anything to the contrary contained in this Agreement, UgoWork may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

2. Delivery of Goods and Performance of Services

The Goods will be delivered within a reasonable time after the receipt of Client’s purchase order, subject to availability of finished Goods. UgoWork shall notify Client of any significant delay in the expected delivery date, but shall not be liable for any delays, loss, or damage in transit.
Unless otherwise agreed in writing by the parties, the Goods shall be delivered per Ex Works (EXW) Incoterms^® 2020 at UgoWork’s location, freight collect, located at the following address: 1095 rue Eugene-Chinic, Quebec City, Quebec (Canada) G1N 4N2 or at Client’s designated delivery location (the “Delivery Point”) during UgoWork’ normal business hours or as otherwise agreed to between the parties. Client shall take delivery of the Goods upon receipt of UgoWork’ written notice that the Goods have been delivered to the Delivery Point. Notwithstanding any terms and conditions provided under the Ex Works (EXW) Incoterms^® 2020, Client may select a common carrier of its choice and provide UgoWork with the carrier’s account number to allow UgoWork to coordinate the shipment of the Goods. If no carrier is specified, UgoWork will select a common carrier of its choice. Client shall be responsible for any transportation costs, including but not limited to, freight, insurance and special handling and packaging. UgoWork reserves the right to ship prepaid and invoice shipping charges.
UgoWork may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Client. Each shipment will constitute a separate sale, and Client shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Client’s purchase order.
If for any reason Client fails to accept delivery of any of the Goods on the date fixed pursuant to UgoWork’s notice that the Goods have been delivered at the Delivery Point, or if UgoWork is unable to deliver the Goods at the Delivery Point on such date because Client has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Client; (ii) the Goods shall be deemed to have been delivered; and (iii) UgoWork, at its option, may store the Goods until Client picks them up, whereupon Client shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).
Any liability of UgoWork for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. This shall constitute Client’s unique exclusive remedy for non-delivery of Goods.
UgoWork shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only.
With respect to the Services, Client shall (i) cooperate with UgoWork in all matters relating to the Services and provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by UgoWork, for the purposes of performing the Services; (ii) respond promptly to any UgoWork request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for UgoWork to perform Services in accordance with the requirements of this Agreement; (iii) provide such materials or information as UgoWork may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

3. Title and Risk of Loss

Title and risk of loss passes to Client upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Client hereby grants to UgoWork a lien on and security interest in and to all of the right, title, and interest of Client in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under applicable law.

4. Client’s Acts or Omissions

5. Inspection and Rejection of Non-Conforming Goods

Client shall inspect the Goods within fifteen (15) days of receipt (“Inspection Period“). Client will be deemed to have accepted the Goods unless it notifies UgoWork in writing of any Non-Conforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by UgoWork. “Non-Conforming Goods” means only product shipped is different than identified in Client’s purchase order.
If Client timely notifies UgoWork of any Non-Conforming Goods, UgoWork shall, in its sole discretion, (i) replace such Non-Conforming Goods with conforming Goods, or (ii) credit or refund the Price for such Non-Conforming Goods, together with any reasonable shipping and handling expenses incurred by Client in connection therewith. Client shall ship, at its expense and risk of loss, the Non-Conforming Goods to UgoWork’s facility located at 1095 rue Eugene-Chinic, Quebec City, Quebec (Canada) G1N 4N2. If UgoWork exercises its option to replace Non-Conforming Goods, UgoWork shall, after receiving Client’s shipment of Non-Conforming Goods, ship to Client, at Client’s expense and risk of loss, the replaced Goods to the Delivery Point. Client acknowledges and agrees that the remedies set forth in this Section are Client’s exclusive remedies for the delivery of Non-Conforming Goods. Except as provided under this Section, all sales of Goods to Client are made on a one-way basis and Client has no right to return Goods purchased under this Agreement to UgoWork.

6. Price

Client shall purchase the Goods and Services from UgoWork at the prices (the “Prices“) set forth in the Sales Confirmation. If the Prices should be increased by UgoWork before delivery of the Goods to a carrier for shipment to Client, then these Terms shall be construed as if the increased prices were originally inserted herein, and Client shall be billed by UgoWork on the basis of such increased prices.
Client agrees to reimburse UgoWork for all reasonable travel and out-of-pocket expenses incurred by UgoWork in connection with the performance of the Services.
All Prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Client. Client shall be responsible for all such charges, costs, and taxes; provided that, Client shall not be responsible for any taxes imposed on, or with respect to, UgoWork’s income, revenues, gross receipts, personnel or real or personal property, or other assets.

7. Payment Terms

Client shall pay all invoiced amounts due to UgoWork within ten (10) days from the date of UgoWork’s invoice. Unless otherwise indicated in the Sales Confirmation, Client shall make all payments hereunder by in Canadian dollars.
Client shall pay interest on all late payments at the lesser of the rate of 1,5% per month (19,56 % per year) or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse UgoWork for all costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under these Terms or at law (which UgoWork does not waive by the exercise of any rights hereunder), UgoWork shall be entitled to suspend the delivery of any Goods or performance of any Services if Client fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.
Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with UgoWork, whether relating to UgoWork’s breach, bankruptcy or otherwise.

8. Limited Warranty

UgoWork warrants to Client that for a period of six (6) months from the date of shipment of the Goods (“Warranty Period“), such Goods will materially conform to the specifications set forth in UgoWork’s published specifications in effect as of the date of shipment and will be free from material defects in material and workmanship. Notwithstanding anything to the contrary herein, this warranty does not apply to Goods that are subject to and delivered with a standalone warranty certificate, in which case such warranty certificate shall apply exclusively.
UgoWork warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8(a) and 8(b), UGOWORK MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (A) CONDITION OR WARRANTY OF MERCHANTABILITY; OR (B) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Products manufactured by a third party (“Third Party Product“) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 8(a). For the avoidance of doubt, UGOWORK MAKES NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (A) CONDITION OR WARRANTY OF MERCHANTABILITY; (B) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) CONDITION OR WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
UgoWork shall not be liable for a breach of the warranties set forth in Section 8(a) and 8(b) unless: (i) Client gives written notice of the defective Goods or Services, as the case may be, reasonably described, to UgoWork within fifteen (15) days of the time when Client discovers or ought to have discovered the defect; (ii) if applicable, UgoWork is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 8(a) to examine such Goods and Client (if requested to do so by UgoWork) returns such Goods to UgoWork’s place of business at UgoWork’s cost for the examination to take place there; and (iii) UgoWork reasonably verifies Client’s claim that the Goods or Services are defective.
UgoWork shall not be liable for a breach of the warranty set forth in Section 8(a) or 8(b) if: (i) Client makes any further use of such Goods after giving such notice; (ii) the defect arises because Client failed to follow UgoWork’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (iii) Client alters or repairs such Goods or reperforms such Services without the prior written consent of UgoWork.
Subject to Section 8(e) and 8(f) above, with respect to any such Goods during the Warranty Period, UgoWork shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if UgoWork so requests, Client shall, at UgoWork’s expense, return such Goods to UgoWork.
Subject to Section 8(e) and 8(f) above, with respect to any Services subject to a claim under the warranty set forth in Section 8(b), UgoWork shall, in its sole discretion, (i) repair or reperform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
THE REMEDIES SET FORTH IN SECTION 8(G) AND 8(H) SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND UGOWORK’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 8(A) AND 8(B).

9. Limitation of Liability

IN NO EVENT SHALL UGOWORK BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY CLIENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL UGOWORK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO UGOWORK FOR THE GOODS AND SERVICES UNDER THIS AGREEMENT.
The limitation of liability set forth in Section 9(b) shall not apply to (i) liability resulting from UgoWork’s gross negligence or wilful misconduct, and (ii) death or bodily injury resulting from UgoWork’s acts or omissions.

10. Insurance

During the term of this Agreement and for a period of one (1) year thereafter, Client shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than two million Canadian dollars (2,000,000$) per occurrence with financially sound and reputable insurers. Upon UgoWork’s request, Client shall provide UgoWork with a certificate of insurance from Client’s insurer evidencing the insurance coverage specified in these Terms.

11. Compliance with Law

Client shall comply with all applicable laws, regulations, and ordinances. Client shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Client shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Client. Client assumes all responsibility for shipments of Goods requiring any government import clearance. UgoWork may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods

12. Termination

In addition to any remedies that may be provided under these Terms, UgoWork may terminate this Agreement with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, liquidation, reorganization, or assignment for the benefit of creditors.

13. Waiver

No waiver by UgoWork of any of the provisions of this Agreement is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Confidential Information

All non-public, confidential or proprietary information of UgoWork, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by UgoWork to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by UgoWork in writing. Upon UgoWork’s request, Client shall promptly return all documents and other materials received from UgoWork. UgoWork shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party.

15. Intellectual Property

All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in the Goods or arising out of or relating to the design or manufacture of the Goods shall belong and remain vested in UgoWork. Unless it has received UgoWork’s prior written approval (which may be refused or conditioned at UgoWork’s discretion), Client must not rebrand any Good or container, document or object associated with same, or otherwise alter, remove, or tamper with any trademark or other marking appearing on any Good or container, document or object associated with same. Without limiting the foregoing, Client must not label or relabel a product or a container, document or object associated with same or include any marking that could lead anyone to believe that Client or any person other than UgoWork is the manufacturer of the Goods.

16. Products under Development

Products under Development. To the extent where a Sales Confirmation includes Goods which are still under development (the “New Products”). The design, price, availability and specifications of New Products are subject to change without liability. Should any such material change arise with respect to New Products, the Client will be notified in writing by UgoWork prior to its delivery.

17. Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party’s (“Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; and (f) other events beyond the reasonable control of the Impacted Party whether or not foreseeable and whether or not the Party was made aware of their possible occurrence. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon written notice, without further formality or delay.

18. Assignment

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of UgoWork. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

19. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

20. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

21. Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with (i) if the Client’s address as indicated in the Sales Confirmation is in the United States, the laws of the State of Delaware; or (ii) if the Client’s address as indicated in the Sales Confirmation is elsewhere, the laws of the Province of Québec and the federal laws of Canada applicable therein, in each case, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

22. Choice of Forum

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, and all contemplated transactions, shall be instituted in (i) if the Client’s address as indicated in the Sales Confirmation is in the United States, the courts of Delaware; or (ii) if the Client’s address as indicated in the Sales Confirmation is elsewhere, the courts of the Province of Québec, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.

23. Notices

Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a “Notice“) in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the third (3^rd) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

24. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Intellectual Property, Governing Law, Choice of Forum and Survival.

26. Amendment and Modification

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

27. Language

It is its express wish that this Agreement and all related documents be drawn up in English. If a version of this Agreement is provided in another language and if there is a conflict between both versions of this Agreement, the version that is in the same language as the Sales Confirmation shall prevail. Il est de la volonté expresse des parties que cette entente et tous les documents connexes soient rédigés en anglais. Dans l’éventualité où une version de cette entente est fournie dans une langue autre et qu’il existe un conflit entre les deux versions de cette entente, la version qui est dans la même langue que la confirmation de commande prévaudra.

Battery subscription terms and conditions

Last update: February 28, 2025

1. Applicability

This Agreement exclusively governs and controls UgoWork and the Client’s respective rights and obligations regarding the Client’s Battery Subscriptions. Notwithstanding anything to the contrary herein, this Agreement does not apply to the Client’s Platform subscriptions or to the purchase of goods or ancillary services (other than as part of the Battery Subscription), which are governed by distinct terms and conditions.

2. Definitions

For the purpose hereof and in addition to the capitalized terms defined elsewhere in the Agreement:

“Agreement” means collectively these Terms, including any document expressly incorporated herein by reference and any Basic Order Terms.
“Authorized Distributor” means a distributor of who is authorized by UgoWork to deliver Battery Subscriptions.
“Basic Order Terms” means any one or more of the following terms specified in an Order: (a) your contact information; (b) the quantity and model of Batteries; (ii) the applicable Battery Subscription Plan; (iii) the Delivery Point; (iv) the expected lead time for delivery; (v) the Battery Subscription Term; and (vi) the Fees, in each case, either directly included in the Order or indirectly included by reference to our or our Authorized Distributor’s quotation. For greater certainty, the Basic Order Terms shall exclude every term or condition other than those expressly listed above.
“Battery” means UgoWork’s lithium-ion batteries for forklifts or material handling and other ancillary equipment, including charging stations and Wi-Fi access points.
“Battery Subscription” means, with regard to each Battery, the limited right to access and use such Battery in accordance with this Agreement.
“Battery Subscription Plan” means the plan detailing the inclusions and exclusions to the Battery Subscription, including the maximum monthly utilization of allocated kWh.
“Client”, “you” or “your” means the entity to which UgoWork is providing a Battery subscription.
“Order” means a quotation, offer or purchase order or other similar document given by Client to UgoWork or its Authorized Distributor and expressly accepted in writing by an authorised representative of UgoWork or its Authorized Distributor.
“Platform” means UgoWork’s UgoPilot^TM software platform.
“Service Level Agreement” means the Service Level Agreement published at https://get.ugowork.com/servicelevelagreement, as modified from time to time by UgoWork, at its discretion, and incorporated herein by reference.
“Services” means the services provided pursuant to the Service Level Agreement.
“Terms” means these Battery Subscription terms and conditions.
“UgoWork”, “we”, “us” or “our” means Ingeniarts Technologies Inc., dba UgoWork, having a place of business at 1065 Lescarbot, Suite 200 Quebec, QC, Canada, G1N 1X6.

3. Battery

Subscription. UgoWork agrees to provide Client limited right to access and use such Battery during the Battery Subscription Term, subject to Client’s full compliance with the terms and conditions of this Agreement.
Delivery. UgoWork shall deliver the Battery in the quantities and on date(s) generally consistent with the expected lead time specified on the applicable Order or as otherwise agreed in writing by the parties (with email being sufficient) (the “Delivery Date(s)”). The Battery shall be delivered per Ex Works (EXW) Incoterms® 2020 at UgoWork’ location, freight collect, located at UgoWork’s designated facility or at Client’s designated delivery location (the “Delivery Point”) during UgoWork’ normal business hours or as otherwise agreed to between the parties. Client shall take delivery of the Battery upon receipt of UgoWork’ written notice that the Battery has been delivered to the Delivery Point. Notwithstanding any terms and conditions provided under the Ex Works (EXW) Incoterms® 2020, Client may select a common carrier of its choice and provide UgoWork with the carrier’s account number to allow UgoWork to coordinate the shipment of the Battery. If no carrier is specified, UgoWork will select a common carrier of its choice. Client shall be responsible for any transportation costs, including but not limited to, freight, insurance and special handling and packaging. UgoWork reserves the right to ship prepaid and invoice shipping charges. UgoWork may, in its sole discretion, without liability or penalty, make partial shipments of the Battery to Client. If, for any reason, Client fails to accept delivery of the Battery pursuant to UgoWork’ notice that such good has been delivered at the Delivery Point, or if UgoWork is unable to deliver the Battery at the Delivery Point on the Delivery Date(s) because Client has not provided appropriate instructions, then: (i) risk of loss to the Battery shall pass to Client; (ii) the Battery shall be deemed to have been delivered; and (iii) UgoWork, at its option, may store the Battery until Client picks it up, whereupon Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance). Any liability of UgoWork for non-delivery of the Battery shall be limited to replacing the Battery within a reasonable time or adjusting the invoice respecting such Battery to reflect the actual quantity delivered. Once delivered, the Battery will be commissioned by one of UgoWork’ representatives or Service partners, as applicable.
Risk of Loss or Damage. All risks of loss, damages, and breakages in relation to the Battery shall be automatically transferred onto Client upon transfer of the Battery to the carrier. To the extent permitted by applicable laws, Client acknowledges and agrees that neither UgoWork, its agents or employees shall be liable for damage to, or the loss or destruction of, the Battery once shipped to the carrier hereunder or any other property of Client, its agents, employees, or affiliates, except to the extent that such damage may be attributable to the gross negligence or willful misconduct of UgoWork, its agents or employees.
Inspection. Client shall inspect (or have inspected) the Battery upon delivery for transport damages, completeness and, as far as reasonably possible, any other non-conformity apparent from a reasonable visual inspection. If the Battery is damaged, incomplete, or non-compliant, Client must notify UgoWork in writing within fifteen (15) days of delivery and request redelivery of Battery, in which case no Fees (as defined below) may be charged for that Battery until UgoWork deliver Battery that is in good condition.
Use. The Battery is provided to Client for its internal business use only, in accordance with the applicable instructions (including the Battery operating documents and user manual). Client shall not use the Battery for any purposes beyond the scope of the rights granted in this Agreement.
Maintenance. Client shall, at its own expense throughout the Battery Subscription Term, maintain the Battery in good operating condition and repair (ordinary wear and tear excepted), and in compliance with the standards required by the industry in which it is involved and by applicable laws, except for the maintenance and repair that is UgoWork’ responsibility as set forth in the Service Level Agreement. Client shall not, without the consent of UgoWork, part with possession of the Battery in any manner or for any period of time or remove or permit the removal of the Battery from its location.
Insurance. Client shall, at its own expense, maintain throughout the Term and for as long as a Battery is in Client’s possession: (i) a commercial general liability insurance (naming UgoWork, its affiliates and its assigns as additional insured) for bodily injury and property damage resulting from the use of the Battery, with minimum limits of $2,000,000 per occurrence; and (ii) property and casualty insurance (naming UgoWork or its assignee as sole loss payee) covering all risks of loss or damage to such Battery from any cause whatsoever, including fire and theft, in an amount not less than the replacement value of the Battery. All insurance will be from an insurer and in a form and amount satisfactory to UgoWork. Client shall deliver to UgoWork the certificates of such insurance (and each renewal or replacement thereof) and evidence of the payment of the premiums for such insurance policies upon request.
Replacement. If the Battery is lost, stolen, destroyed or damaged beyond repair due to Client’s negligence, intentional misconduct, or failure to keep the Battery reasonably secure or to use it in accordance with this Agreement, then: (i) Client shall pay to UgoWork the replacement cost of the Battery (if UgoWork is not otherwise compensated for such loss through the Client’s insurance policy); and (ii) UgoWork shall replace the Battery and the obligations of the parties under this Agreement shall continue in full force and effect through the remainder of the Battery Subscription Term.
Compliance with Laws. Client shall comply with all export and import laws of all countries involved in the provision of the Battery under this Agreement. Client assumes all responsibility for shipments of the Battery requiring any government import clearance. UgoWork may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Battery.
Change Order. Notwithstanding anything in the Basic Order Terms, Client may change its Battery Subscription Plan to another Battery Subscription Plan with the same Battery Subscription Term and model upon UgoWork’s written acceptance of Client’s notice to that effect. Client further agrees to pay all other fees and charges set forth in an Order or in this Agreement, including with respect to shipping, transport, insurance, special handling, commissioning and service interventions, as applicable.
Products Under Development. To the extent where an Order includes Batteries which are still under development (the “New Products“). The design, price, availability and specifications of New Products are subject to change without liability. Should any such material change arise with respect to New Products, the Client will be notified in writing by UgoWork prior to its delivery.

4. Support; Service Levels

This Agreement exclusively governs and controls UgoWork and the Client’s respective rights and obligations regarding the Client’s Battery Subscriptions. Notwithstanding anything to the contrary herein, this Agreement do not apply to the Client’s Battery subscriptions or to the purchase of goods or ancillary services (other than as part of the Battery subscription), which are governed by distinct terms and conditions.

5. Fees; Payment

Fees. Client shall pay UgoWork (or the Authorized Distributor, as applicable) the applicable fees under the payment terms agreed upon in the Agreement, which shall include the fees applicable to: (i) any Battery Subscriptions, including any charges for kWh utilization in excess of the maximum allotted under the Battery Subscription Plan and any other additional fees provided for in this Agreement, where applicable (collectively, the “Fees”). UgoWork shall invoice all applicable Fees to Client on the date of the shipment of the Battery to Client, and monthly thereafter, in accordance with the Basic Order Terms. All amounts owed to UgoWork shall be paid within thirty (30) days of an invoice thereto. If payment of any Fees is overdue, UgoWork may suspend the provision of the Services, and/or suspend or terminate the Battery Subscriptions granted hereunder until full payment of the Fees and interests associated therewith is received. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1,5% per month (19,56 % per year). Payment shall be made without any right of set-off, recoupment, counterclaim, deduction, debit or withholding for any reason. Client shall also pay, upon demand, all fees incurred by UgoWork in connection with cheques or electronic funds transfers that are returned or canceled for any reason whatsoever, including insufficient funds. No reimbursement will be made for any change to a Battery Subscription during the Term (as defined below). Except as provided for herein, all payments made pursuant to this Agreement are non-refundable.
Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all applicable taxes, including without limitation sales tax, goods and services tax (GST), value-added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Client hereunder, other than any taxes imposed on UgoWork’s income.
Additional Fees. Client hereby acknowledges and understands that all service costs, including commissioning costs for the Battery, as well as costs related to any service intervention other than those covered by the Service Level Agreement, are not included in the Fees and may be charged to Client.
Subscription Fee Adjustment. UgoWork expressly reserves the right to change the Fees applicable to a Battery before the Battery Subscription Effective Date, as applicable, if such date is at least nine (9) months after the date of acceptance of the Order in order to reflect any change in the UgoWork’s pricelist. In such case, UgoWork shall notify Client of such adjusted Fees upon thirty (30) days prior written notice. The adjusted Fees shall be deemed accepted by Client unless Client unilaterally elects to remove the Battery subject to this adjustment from the Basic Order Terms by giving written notice to UgoWork within ten (10) days of the date of such notice. In addition to its other rights and remedies hereunder, UgoWork also reserves the right to change the applicable Battery Subscription plan in the event the Client exceeds the consumption limits of its Battery Subscription plan.
New Features. UgoWork may, from time to time, develop new modules, versions, functionalities or features to the UgoWork Technology (as defined below) (each an “Upgrade”). Upgrades are generally included with the applicable Battery Subscription Plan, except if UgoWork indicates otherwise (each, an “Excluded Upgrade”). Excluded Upgrades can be added to an Order accepted by both parties, and may be subject to additional fees and terms and conditions. Excluded Upgrades shall not include security patches and updates that are required for the Battery to function substantially as described in this Agreement.
Fees Increase. UgoWork expressly reserves the right to increase the Fees; upon thirty (30) days prior to written notice to Client, by multiplying such Fees by a fraction, the denominator of which shall be the US Producer Price Index (as hereinafter defined) figure published for December of the previous year, and the numerator of which shall be the US Producer Price Index figure for December of the adjustment year (provided that such fraction shall not in any event be less than 1). As used herein, the term “US Producer Price Index” shall mean the United States Department of Labor’s Bureau of Labor Statistics’ Producer Price Index for Machinery and Equipment: Industrial Material Handling Equipment (WPU1144). Notwithstanding the foregoing, the Fees will remain unchanged for twelve (12) months following the Battery Subscription Effective Date.
Excess Fees. Unless otherwise expressly agreed in writing in the Basic Order Terms, kWh utilization in excess of the maximum allotted under a Battery Subscription Plan will be billed at a rate of 1.50$ per kWh; provided that, in the event of multiple active Battery Subscriptions for the same facility, Client will only be billed for kWh in excess of the limit of all Client combined Battery Subscriptions (except Battery Subscriptions for unlimited plans) for such facility.

6. Term; Termination

Term. The term of this Agreement shall commence on the date on which the Order is accepted (the “Agreement Effective Date”) and the term of each Battery Subscription starts after the delivery and commissioning of the Battery (the “Battery Subscription Effective Date”) for the duration indicated in the Basic Order Terms (the “Battery Subscription Term”), it being agreed that each Battery ordered in an Order may have a different Battery Subscription Effective Date; and that this Agreement will remain in effect until the end of the last Battery Subscription Term (the “Term”). For the avoidance of doubt, unless otherwise specified in the Basic Order Terms, each Battery Subscription will automatically renew at the end of its term for successive additional one-year periods unless either party provides the other with thirty (30) days’ advance written notice of non-renewal.
Termination for Cause. In addition to any other express termination right set forth in this Agreement, UgoWork may terminate this Agreement, effective on written notice to Client, if Client: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after UgoWork’s (or the Authorized Distributor’s) delivery of written notice thereof; or (ii) breaches any of its representations, warranties or obligations under this Agreement; or (iii) becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach is incapable of cure or being capable of cure, remains uncured ten (10) days after the non-breaching party provides the breaching party with written notice of such breach.
Acknowledgment. The parties acknowledge and agree that the rights set forth in this Section 6 are the only rights applicable to the Agreement and specifically waive any other rights, including termination rights, whether statutory or otherwise, with respect to the Agreement, including Section 2125 of the Civil Code of Quebec.
Effects of Expiration or Termination. (i) Upon expiration or termination of the Agreement, the Battery subscriptionSubscriptions (if any) shall end, and: (i) Client shall without delay and at its own expense, perform all tests and repairs (or allow UgoWork to perform such tests and repairs at Client’s expense following the return of the Battery) required in order to return the Battery in the same condition, including exterior appearances, as when Client received the Battery (save for ordinary wear and tear, including to the lithium-ion pack) and in good working order; and (ii) UgoWork shall make the necessary arrangements for the return of the Battery, provided that Client complies with UgoWork’ instructions for the packaging and return of the Battery and be responsible for reasonable shipping, handling and insurance costs.
Early Termination Fee. In the event this Agreement is terminated by UgoWork for cause pursuant to Section 6(b), Client shall pay to UgoWork: (i) the Fees that would have been payable for the remainder of the Term had the Agreement not been terminated; or (ii) the Fees equivalent to eighteen (18) months’ Fees (based on the Battery Subscription Plan applicable at the time of termination), whichever is greater (the “Early Termination Fee”). Client agrees and acknowledges that UgoWork will suffer damages on account of the early termination of this Agreement and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation for such early termination (and not a penalty).
Survival of Provisions. Sections 6(d) (Effects of Expiration or Termination), 6(e) (Early Termination Fee), 6(f) (Survival of Provisions), 7 (Ownership and Data), 8 (Restrictions), 9 (Confidentiality), 10 (Representation Warranties), 11 (Indemnification) and 12 (General) of this Agreement shall survive any termination of this Agreement, so as any other provisions, if any, which by their meaning are intended to survive such termination.

7. Ownership and Data

UgoWork Technology. Notwithstanding anything to the contrary in this Agreement or in any Order, Client acknowledges and agrees that, as between the parties, UgoWork owns all rights, titles, and interests, including any and all intellectual property rights, in and to the Platform, the Battery, the Services and any materials that UgoWork has provided to Client under this Agreement (the “UgoWork Technology”).
Battery. As between the parties, UgoWork will always remain the exclusive owner of the Battery, regardless of the extent to which it has been incorporated into or physically attached to any other movable or immovable property and nothing in the Agreement shall be construed as conferring upon Client any right, title, or interest in and to the Battery beyond the permitted use under this Agreement. Client shall keep the Battery free and clear of any liens or other encumbrances, and shall not permit any act where UgoWork’ title or rights in or to the Battery may be adversely affected. Client must also: (i) take any action, including allowing any registration in a personal rights registry, as may be reasonably requested by UgoWork in order to evidence, perfect or record UgoWork’ ownership right in the Battery; and (ii) notify UgoWork in writing without delay in the event of a seizure or other such action by third parties to enable UgoWork to take appropriate legal action to protect UgoWork’ rights. For clarity, this Section 7(b) does not apply to parts and accessories (including autotransformers, extension cords, etc.) that may be sold to Client by UgoWork outside of Client’s Battery Subscription Plan from time to time.
Trademarks. Each party hereby grants to the other party a non-exclusive and royalty-free right and license, but no obligation, to use, reproduce, distribute, display, and exhibit the other party’s trademarks, logos and corporate name for the purpose of identifying Client as a client of UgoWork and UgoWork as Client’s service provider. Each party shall comply with all reasonable brand and trademark guidelines and requirements relating to the use of the other party’s trademarks which may be provided from time to time. Either party may at any time request the other party to cease using its trademarks, logos and company names, for any reason or for no reason. For the avoidance of doubt. UgoWork shall have the right to use, reproduce, distribute, display, and exhibit Client’s trademarks, logos and corporate name for the purpose of identifying Client as a client of UgoWork following the expiration or termination of this Agreement, unless and until Client requests that UgoWork ceases such use.
Reservation of Rights. UgoWork reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third-party any intellectual property rights or other rights, titles, or interests in or to the UgoWork Technology.
Usage Data. As between the parties, Client retains all rights, titles, and interests (including any and all intellectual property rights) in and to all data and information collected from Client’s use of the UgoWork Technology (the “Usage Data”). Client hereby grants to UgoWork a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to collect, use, copy, store, transmit, modify and create derivative works from the Usage Data for the provision of the Battery, the Platform and the Services (to the extent applicable), for the overall improvement of the Client’s experience and for other internal business purposes, including for the improvement of the UgoWork Technology and the development of ancillary products and services, including benchmarking services, in each case, to the extent that such Usage Data is aggregated and anonymized. Once the Usage Data has been used to provide Client with the Battery, the Platform and the Services (including reports and analysis) (to the extent applicable), UgoWork shall have no obligation to maintain any Usage Data in its databases and may, in its sole discretion, irrevocably delete any Usage Data from its databases.
Feedback. If Client sends or transmits any communications or materials to UgoWork suggesting or recommending changes to the Platform, the Battery or the Services, including without limitation, new features or functionalities relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), UgoWork shall be free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Client hereby assigns to UgoWork on Client’s behalf, all rights, titles, and interests in and to the Feedback and UgoWork shall be free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although UgoWork is not required to use any Feedback. The parties agree to complete and execute any other documents that may be necessary, in UgoWork’ reasonable opinion, to give full effect to the assignment and waiver of rights set forth under this Section 7(f).
Third-Party Products. UgoWork may distribute certain third-party products provided with or incorporated into the Battery (collectively, the “Third-Party Products”). For the purposes of this Agreement, such Third-Party Products are subject to their own licence terms. If Client does not agree to abide by the applicable terms of such Third-Party Products, then Client should not install or use them. Client acknowledges and agrees that, as between the parties, the applicable third-party providers own all rights, titles, and interests, including any and all intellectual property rights, in and to any Third-Party Products.

8. Restrictions

Client shall not, and shall not permit any third party to (each, a “Restriction”): (i) modify or create any derivative works based on the UgoWork Technology; (ii) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the UgoWork Technology; (iii) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the UgoWork Technology; (iv) affix or install any accessory, hardware, software or device to or on the UgoWork Technology that is non-approved by UgoWork; (v) remove, modify, alter, destroy, or obscure any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings on the UgoWork Technology; (vi) add any logos, proprietary marks or other notices or markings on the UgoWork Technology without UgoWork’ prior written consent; (vii) use the UgoWork Technology other than in accordance with this Agreement; or (ix) use the UgoWork Technology or UgoWork’ Confidential Information (as defined below) to develop, have developed, or assist in the development of any product or service competitive with the UgoWork Technology. In addition to UgoWork’ other remedies in the event of a breach by Client of a Restriction, UgoWork may, in its sole discretion, stop providing all or part of the Battery Subscriptions and/or Services provided herein.

9. Confidentiality

Use and Safeguard of Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”), it being agreed that any UgoWork Technology, any commercial terms (including pricing) of this Agreement and any Order (but not the mere existence of this Agreement) and any performance information relating to the UgoWork Technology shall be deemed Confidential Information of UgoWork. Confidential Information does not include information that, at the time of disclosure, is: (i) in the public domain; (ii) known to the receiving party at the time of disclosure; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third-party; or (iv) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (y) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law; provided however that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (z) to establish a party’s rights under this Agreement, including to make required court filings. Upon termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as the Agreement Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable laws), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Remedies. In the event of a breach or threatened breach of this Section 9, the receiving party agrees that the disclosing party would be irreparably injured and that the disclosing party shall, in addition to other available legal or equitable remedies, be entitled to seek equitable relief, including but not limited to, injunctive relief or restraining order, against such breach or threatened breach.

10. Representations; Warranties

Mutual Representations and Warranties. Each party represents to the other that: (i) it has the authority and capacity to enter into, execute and deliver this Agreement; (ii) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iii) it is not under any restriction or obligation that could reasonably be expected to affect the performance of its obligations under this Agreement; (iv) the execution, delivery, or performance of its obligations under this Agreement will not breach or result in a default under its articles, bylaws, or any unanimous shareholders’ agreement, any law to which it is subject, any judgment, order, or decree of any governmental authority to which it is subject, or any agreement to which it is a party or by which it is bound; (v) it holds all permits, consents and other authorizations necessary to conduct its business as it is now carried on; (vi) there are no legal proceedings pending, threatened, or foreseeable against it, which would affect its ability to perform its obligations under this Agreement; and (vii) it has not taken or authorized any proceedings related to its bankruptcy, insolvency, liquidation, dissolution, or winding up.
UgoWork’s Additional Representations and Warranties.
(i) Battery. UgoWork represents and warrants to Client that the Battery will be free from material defects. If UgoWork determines, at its sole discretion, after receiving notice to that effect from Client, that the Battery has material defects, then UgoWork shall either repair or replace such Battery (or the defective part thereof). However, UgoWork shall not be liable for a breach of the warranty set forth above if: (x) Client makes any further use of such Battery after giving such notice; (y) the defect arises because Client failed to follow UgoWork’ verbal or written instructions as to the storage, installation, use or maintenance of the Battery as provided herein of otherwise from time to time; or (z) Client alters or repairs such Battery without the prior written consent of UgoWork. UgoWork also represents and warrants to Client that the Battery will conform in all material respects to the Service Level Agreement when used in accordance with this Agreement and with the verbal or written instructions as to the storage, installation, use or maintenance of the Battery as provided herein of otherwise from time to time. The remedies set forth in the Service Level Agreement are Client’s sole remedies and UgoWork’ sole liability under the limited warranty set forth in this paragraph.

(ii) Services. UgoWork represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. With respect to any Services subject to a claim under the warranty set forth in this paragraph, UgoWork shall, in its sole discretion, re-perform the applicable Services.

(iii) Third-Party Products. The foregoing warranties do not apply, and UgoWork strictly disclaims all warranties, with respect to any Third-Party Products. For the avoidance of doubt, UgoWork makes no representations, conditions, or warranties with respect to any Third-Party Product, including any (i) condition or warranty of merchantability; (ii) condition or warranty of fitness for a particular purpose; (iii) condition or warranty of title; or (iv) warranty against infringement of intellectual property rights of a third-party whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.

(iv) Entire Remedies. The remedies set forth in this Section 10(b) shall be Client’s sole and exclusive remedy and UgoWork’ entire liability for any breach of the limited warranties set forth in paragraphs 10(b)(i) and 10(b)(ii) respectively.
Exclusions. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(B) AND TO THE FULLEST PERMITTED BY APPLICABLE LAWS, THE UGOWORK TECHNOLOGY IS PROVIDED “AS IS” AND UGOWORK HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UGOWORK SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN IN SECTION 10(B), UGOWORK MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE UGOWORK TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Client’s Additional Representations and Warranties. Client represents and warrants to UgoWork that: (i) it shall at all times comply with applicable laws and this Agreement (including any applicable privacy or data protection laws); (ii) the Usage Data does not infringe or misappropriate any rights of any third-party; and (iii) it has obtained all necessary rights and consents necessary to grant UgoWork the rights granted hereunder.

11. Indemnification

General Indemnification. Each party shall indemnify and hold the other party and its officers, directors, employees, and agents, harmless from any loss, damages, fines, penalties and costs (including reasonable attorneys fees) arising out of any third party claims, actions or suits to the extent arising out of or resulting from: (i) personal injury (including death) and property damage directly caused by the indemnifying party or its personnel; (ii) gross negligence or willful misconduct of the indemnifying party or its personnel, (iii) failure of the indemnifying party to comply with any applicable law or regulation, (iv) breach of any covenants, representations and warranties by the indemnifying party; and (v) in the case where UgoWork is the indemnifying party, any claim that the UgoWork Technology infringes, violates or misappropriates the intellectual property rights of a third party. The foregoing obligation shall not apply to UgoWork to the extent that any alleged infringement is based upon or arises from any action or omission constituting a Restriction (including any modification of the UgoWork Technology not made by UgoWork or installation of any accessory, hardware, software or device to or on the UgoWork Technology that is non-approved by UgoWork). The indemnifying party’s obligations under this Section 11(a) are subject to the indemnified party providing the indemnifying party with (x) prompt written notice of such claim; (y) exclusive control over the defense and settlement of such claim; and (z) proper and full information and assistance to settle and/or defend any such claim.
Mitigation. In addition to the indemnification set forth in paragraph 11(a)(v), UgoWork may, at its option, mitigate the risk or losses of any actual or threatened infringement of any third-party’s intellectual property right by:

(i) obtaining the right for Client to continue to use the UgoWork Technology materially as contemplated by this Agreement; or

(ii) modifying or replacing the UgoWork Technology, in whole or in part, to make the UgoWork Technology (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute UgoWork Technology under this Agreement.

If options (i) or (ii) above are not commercially reasonable, Client may, by written notice to UgoWork, terminate this Agreement with respect to all or part of the Battery and/or Services, in accordance with Section 6 hereof
Limitation of Liability. OTHER THAN IN CONNECTION WITH THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 11 AND THE BREACH OF THE CONFIDENTIALITY OBLIGATIONS PROVIDED IN SECTION 9, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT OR BUSINESS OR REVENUES, REGARDLESS OF THE CAUSE OR FORM OF ACTION, EVEN IF SUCH PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO CASE SHALL UGOWORK’S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.

12. General

Interpretation. Unless provided otherwise, all amounts are expressed in U.S. dollars (USD). The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.
Entire Agreement; Amendment. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
Order of Precedence. In the event of any inconsistency between the statements made in the Terms, the Service Level Agreement and any other Basic Order Terms, unless expressly mentioned otherwise, the following order of precedence governs: (i) first, the applicable Basic Order Terms; (ii) second, the Terms; and (iii) third, the Service Level Agreement.
Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall be construed as in any way creating an agency, partnership, employment or joint venture.
Notices. Unless otherwise expressly set forth in this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth in the Basic Order Terms. Notices sent in accordance with this Section 12(e) will be deemed effectively given: (i) when received, if delivered by hand, with signed confirmation of receipt; (ii) when received, if sent by a nationally recognized overnight courier, signature required; (iii) when sent, if by email, with confirmation of transmission if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (iv) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
Assignment; Binding Effect. This Agreement may not be assigned by either party in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld, except that UgoWork may assign or transfer this Agreement, in whole or in part, without Client’s prior written consent, in the event of (i) a sale, merger, consolidation or corporate reorganization of UgoWork, (ii) the sale of all or substantially all of the assets of UgoWork, or, from time to time (iii) the assignment of this Agreement by UgoWork in favour of its secured creditor(s), provided that the assignee must agree in writing to be bound by the obligations of UgoWork under this Agreement. This Agreement shall be binding upon the parties and their permitted successors and assigns.
Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any payment and confidentiality obligations), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, and, in the case of UgoWork, interruptions, loss, malfunction of or lack of access to utilities or communications networks not directly under UgoWork’ control, it being understood that UgoWork shall use reasonable efforts to resume performance as soon as both parties agree that it is safe and practical to do so.
Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement: (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Governing Law; Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of (i) the State of Delaware, if the Client is located in the United States; or (ii) the province of Quebec and applicable federal laws if the Client is located elsewhere, in each case, without regard to their conflict of laws rules. The parties agree that any dispute of whatever kind in connection with, arising out of, or in any way related to this Agreement shall be brought and settled exclusively (i) by the courts of Delaware, if the Client is located in the United States; or (ii) in the judicial district of Quebec in the province of Quebec if the Client is located elsewhere, and, in each case, waive any objection that such venue is inconvenient or improper. The application of the United Nations Convention on the Sale of Goods is not applicable and expressly disclaimed by the parties.
English Language. Each party confirms that this Agreement is a contract by agreement, that its provisions have been freely negotiated between the parties and that it is its express wish that this Agreement and all related documents be drawn up in English only. Chaque partie confirme que cette entente est un contrat de gré à gré, que ses stipulations ont été négociées librement entre les parties et qu’il est sa volonté expresse que cette entente et tous les documents connexes soient rédigés en anglais seulement.

Platform subscription terms and conditions

Last update: March 1, 2024

1. Applicability

This Agreement exclusively governs and controls UgoWork and the Client’s respective rights and obligations regarding the Client’s Platform Subscriptions. Notwithstanding anything to the contrary herein, this Agreement do not apply to the Client’s Battery subscriptions or to the purchase of goods or ancillary services (other than as part of the Platform subscription), which are governed by distinct terms and conditions.

2. Definitions

For the purpose hereof and in addition to the capitalized terms defined elsewhere in the Agreement:

“Agreement” means collectively these Terms, including any document expressly incorporated herein by reference and any Basic Order Terms.
“Authorized Distributor” means a distributor of who is authorized by UgoWork to deliver Platform subscriptions.
“Basic Order Terms” means any one or more of the following terms specified in an Order: (a) your contact information; (b) the quantity and type of Platform Subscriptions; (c) the Platform Subscription Term; (d) the Fees, in each case, either directly included in the Order or indirectly included by reference to our or our Authorized Distributor’s quotation. For greater certainty, the Basic Order Terms shall exclude every term or condition other than those expressly listed above.
“Battery” means UgoWork’s lithium-ion batteries for forklifts or material handling and other ancillary equipment, including charging stations and Wi-Fi access points.
“Client”, “you” or “your” means the entity to which UgoWork is providing a Platform subscription.
“Documentation” means UgoWork’ user manuals, handbooks, and installation guides relating to the Platform and provided by UgoWork to Client hereunder.
“Order” means a quotation, offer or purchase order or other similar document given by Client to UgoWork or its Authorized Distributor and expressly accepted in writing by an authorized representative of UgoWork or its Authorized Distributor.
“Platform” means UgoWork’s UgoPilotTM software platform.
“Platform Subscription” means a right to access and use the Platform in accordance with this Agreement, it being agreed that each Platform Subscription shall grant such right with respect to one (1) Battery only.
“Service Level Agreement” means the Service Level Agreement published at https://get.ugowork.com/servicelevelagreement, as modified from time to time by UgoWork, at its discretion, and incorporated herein by reference.
“Services” means the services provided pursuant to the Service Level Agreement.
“Terms” means these Platform subscription terms and conditions.
“UgoWork”, “we”, “us” or “our” means Ingeniarts Technologies Inc., dba UgoWork, having a place of business at 1065 Lescarbot, Suite 200 Quebec, QC, Canada, G1N 1X6.

3. Subscriptions

For the Duration of the Platform Subscription Term, and subject to Client’s full compliance with the terms and conditions of this Agreement, UgoWork grants Client a limited, non-exclusive and non-transferable (except as otherwise expressly provided in this Agreement) right to access and use the Platform solely for Client’s internal business purposes up to the number of Platform Subscriptions set forth in the applicable Basic Order Terms.

4. Client’s Obligations

Client is responsible and liable for all uses of the Platform resulting from access provided by UgoWork, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the total number of Platform Subscriptions shall not exceed the number set forth in the Basic Order Terms, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees. Client is responsible for all acts and omissions of the representatives it authorizes to access and use the Platform (“Authorized Users”), and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall take reasonable efforts to make all Authorized Users aware of: (i) this Agreement’s provisions as applicable to such Authorized Users’ use of the Platform; and (ii) the Terms of Use and Privacy Policy related to the Platform and shall cause Authorized Users to comply with such provisions.

5. Suspension of the Platform

Notwithstanding anything to the contrary in this Agreement, UgoWork may temporarily suspend Client’s and any Authorized User’s access to any portion or all of the Platform if UgoWork reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) Client’s or any Authorized User’s use of the Platform disrupts or poses a security risk to the Platform or to any other client of UgoWork; (iii) Client, or any Authorized User, is using the Platform for fraudulent or illegal activities; (iv) Client’s or any Authorized User’s use of the Platform is prohibited by applicable laws; or (v) Client’s or any Authorized User’s use of the Platform is in breach with the provisions of this Agreement (each, a “Suspension”). UgoWork shall use commercially reasonable efforts to provide written notice of any Suspension to Client and to provide updates regarding resumption of access to the Platform following any Suspension. UgoWork shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Suspension is cured. To the extent permitted under applicable laws, UgoWork shall have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Client or any Authorized User may incur as a result of a Suspension.

Subject to the terms and conditions of this Agreement, UgoWork shall use commercially reasonable efforts to make the Platform available in accordance with the Service Level Agreement.

6. Fees; Payment

Fees. Client shall pay UgoWork (or the Authorized Distributor, as applicable) the applicable fees under the payment terms agreed upon in the Agreement, which shall include the monthly fees applicable to the Platform Subscriptions set forth in the Basic Order Terms and any other additional fees provided for in this Agreement, where applicable (collectively, the “Fees”). UgoWork (or the Authorized Distributor, as applicable) shall invoice all applicable Fees to Client monthly, starting on the Platform Subscription Effective Date. All amounts owed to UgoWork (or the Authorized Distributor, as applicable) shall be paid within thirty (30) days of an invoice thereto. If payment of any Fees is overdue, UgoWork may suspend the provision of the Services, and/or suspend or terminate the Platform Subscriptions granted hereunder until full payment of the Fees and interests associated therewith is received. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1,5% per month (19,56 % per year). Payment shall be made without any right of set-off, recoupment, counterclaim, deduction, debit or withholding for any reason. Client shall also pay, upon demand, all fees incurred by UgoWork in connection with cheques or electronic funds transfers that are returned or cancelled for any reason whatsoever, including insufficient funds. No reimbursement will be made for any change to a subscription during the Term (as defined below). Except as provided for herein, all payments made pursuant to this Agreement are non-refundable.
Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all applicable taxes, including without limitation sales tax, goods and services tax (GST), value-added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Client hereunder, other than any taxes imposed on UgoWork’ income.
Additional Fees. Client hereby acknowledges and understands that all service costs, as well as costs related to any service intervention other than those covered by the Service Level Agreement, are not included in the Fees and may be charged to Client.
Subscription Fee Adjustment. UgoWork (and the Authorized Distributor, as applicable) expressly reserves the right to change the Fees applicable to a Platform Subscription before the Effective Date, as applicable, if such date is at least nine (9) months after the date of acceptance of the Order in order to reflect any change in the UgoWork’s pricelist. In such case, UgoWork shall notify Client of such Platform Fees, upon thirty (30) days prior written notice. The adjusted Platform Fees shall be deemed accepted by Client unless Client unilaterally elects to remove the Platform Subscription subject to this adjustment from the Basic Order Terms by giving written notice to UgoWork within ten (10) days of the date of such notice.
New Features. UgoWork may, from time to time, develop new modules, versions, functionalities or features to the UgoWork Technology (as defined below) (each an “Upgrade”). Upgrades are generally included with the applicable subscription plan, except if UgoWork indicates otherwise (each, an “Excluded Upgrade”). Excluded Upgrades can be added to an Order accepted by all parties, and may be subject to additional fees and terms and conditions. Excluded Upgrades shall not include security patches and updates that are required for the Platform to function substantially as described in this Agreement.
Fees Increase. UgoWork expressly reserves the right to increase the Platform Fees, upon thirty (30) days prior written notice to Client, by multiplying such Platform Fees by a fraction, the denominator of which shall be the US Producer Price Index (as hereinafter defined) figure published for December of the previous year, and the numerator of which shall be the US Producer Price Index figure for December of the adjustment year (provided that such fraction shall not in any event be less than 1). As used herein, the term “US Producer Price Index” shall mean the United States Department of Labor’s Bureau of Labor Statistics’ Producer Price Index for Machinery and Equipment: Industrial Material Handling Equipment (WPU1144). Notwithstanding the foregoing, the Fees will remain unchanged for twelve (12) months following the Agreement Effective Date.

7. Term; Termination

Term. The term of this Agreement shall commence on the date on which the Order is accepted (the “Agreement Effective Date”) and the term of each Platform Subscription starts on the day during which it is made accessible to Client (the “Platform Subscription Effective Date”), it being agreed that different Platform Subscriptions ordered in an Order may have different Platform Subscription Effective Date and will remain in effect until the end of the last subscription term (the “Term”). For the avoidance of doubt, unless otherwise specified in the Basic Order Terms, each subscription will automatically renew at the end of its term for successive additional thirty (30) day periods unless either party provides the other with thirty (30) days’ advance written notice of non-renewal.
Termination for Cause. In addition to any other express termination right set forth in this Agreement, UgoWork may terminate this Agreement, effective on written notice to Client, if Client: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after UgoWork’s (or the Authorized Distributor’s, as applicable) delivery of written notice thereof; or (ii) breaches any of its representations, warranties or obligations under this Agreement. Either party may terminate this Agreement, effective on written notice to the other party, if the other party: (y) materially breaches this Agreement, and such breach is incapable of cure or being capable of cure, remains uncured ten (10) days after the non-breaching party provides the breaching party with written notice of such breach; or (z) becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation.
Acknowledgment. The Parties acknowledge and agree that the rights set forth in this Section 6 are the only rights applicable to the Agreement and specifically waive any other rights, including termination rights, whether statutory or otherwise, with respect to the Agreement, including Section 2125 of the Civil Code of Quebec.
Effects of Expiration or Termination. Upon expiration or termination of the Agreement, the Platform Subscriptions shall end, and: (i) Client and all Authorized Users shall immediately discontinue use of the Platform; (ii) all outstanding Fees shall become immediately payable; and (iii) all rights on the Platform granted herein shall immediately terminate.
Early Termination Fee. In the event this Agreement is terminated by UgoWork for cause pursuant to Section 7(b), Client shall pay to UgoWork: the Fees that would have been payable for the remainder of the Term had the Agreement not been terminated; or (ii) the Fees equivalent to eighteen (18) months’ Fees (based on the subscription plan applicable at the time of termination), whichever is more (the “Early Termination Fee”). Client agrees and acknowledges that UgoWork will suffer damages on account of the early termination of this Agreement and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation for such early termination (and not a penalty).
Survival of Provisions. Sections 7(d) (Effects of Expiration or Termination), 7(e) (Early Termination Fee), 7(f) (Survival of Provisions), 8 (Ownership and Data), 8 (Restrictions), 10 (Confidentiality), 11 (Representations and Warranties), 12 (Indemnification) and 13 (General) of this Agreement shall survive any termination of this Agreement, so as any other provisions, if any, which by their nature are intended to survive such termination.

8. Ownership and Data

UgoWork Technology. Notwithstanding anything to the contrary in this Agreement or in any Order, Client acknowledges and agrees that, as between the parties, UgoWork owns all rights, titles, and interests, including any and all intellectual property rights, in and to the Platform, the Battery, the Documentation, the Services and any materials that UgoWork has provided to Client under this Agreement (the “UgoWork Technology”).
Trademarks. Each party hereby grants to the other party a non-exclusive and royalty-free right and license, but no obligation, to use, reproduce, distribute, display, and exhibit the other party’s trademarks, logos and corporate name for the purpose of identifying Client as a client of UgoWork and UgoWork as Client’s service provider. Each party shall comply with all reasonable brand and trademark guidelines and requirements relating to the use of the other party’s trademarks which may be provided from time to time. Either party may at any time request the other party to cease using its trademarks, logos and company names, for any reason. For the avoidance of doubt. UgoWork shall have the right to use, reproduce, distribute, display, and exhibit Client’s trademarks, logos and corporate name for the purpose of identifying Client as a client of UgoWork following the expiration or termination of this Agreement, unless and until Client requests that UgoWork ceases such use.
Reservation of Rights. UgoWork reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third-party any intellectual property rights or other rights, titles, or interests in or to the UgoWork Technology.
Usage Data. As between the parties, Client retains all rights, titles, and interests (including any and all intellectual property rights) in and to all data and information collected from Client and any Authorized Users’ use of the UgoWork Technology (the “Usage Data”). Client hereby grants to UgoWork a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to collect, use, copy, store, transmit, modify and create derivative works from the Usage Data for the provision of the Battery, the Platform and the Services (to the extent applicable), for the overall improvement of the Client’s experience and for other internal business purposes, including for the improvement of the UgoWork Technology and the development of ancillary products and services, including benchmarking services, in each case, to the extent that such Usage Data is aggregated and anonymized. Once the Usage Data has been used to provide Client with the Battery, the Platform and the Services (including reports and analysis) (to the extent applicable), UgoWork shall have no obligation to maintain any Usage Data in its databases and may, in its sole discretion, irrevocably delete any Usage Data from its databases.
Feedback. If Client or any Authorized Users sends or transmits any communications or materials to UgoWork suggesting or recommending changes to the Platform, the Battery or the Services, including without limitation, new features or functionalities relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), UgoWork shall be free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Client hereby assigns to UgoWork on Client’s behalf, and on behalf of its Authorized Users, all rights, titles, and interests in and to the Feedback and UgoWork shall be free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although UgoWork is not required to use any Feedback. Client further agrees to obtain any waiver of moral rights in UgoWork’ favor from Authorized Users in connection with any Feedback in and to which such Authorized Users may own moral rights. The parties agree to complete and execute any other documents that may be necessary, in UgoWork’ reasonable opinion, to give full effect to the assignment and waiver of rights set forth under this Section 8(e).
Third-Party Products. UgoWork may distribute certain third-party products provided with or incorporated into the Platform (collectively, the “Third-Party Products”). For the purposes of this Agreement, such Third-Party Products are subject to their own license terms. If Client does not agree to abide by the applicable terms of such Third-Party Products, then Client should not install or use them. Client acknowledges and agrees that, as between the parties, the applicable third-party providers own all rights, titles, and interests, including any and all intellectual property rights, in and to any Third-Party Products.

9. Restrictions

Client shall not, and shall not permit any Authorized User and third party to (each, a “Restriction”): (i) modify or create any derivative works based on the UgoWork Technology; (ii) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the UgoWork Technology; (iii) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the UgoWork Technology; (iv) affix or install any accessory, hardware, software or device to or on the UgoWork Technology that is non-approved by UgoWork; (v) remove, modify, alter, destroy, or obscure any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings on the UgoWork Technology; (vi) add any logos, proprietary marks or other notices or markings on the UgoWork Technology without UgoWork’ prior written consent; (vii) use the UgoWork Technology other than in accordance with this Agreement; or (ix) use the UgoWork Technology or UgoWork’ Confidential Information (as defined below) to develop, have developed, or assist in the development of any product or service competitive with the UgoWork Technology. In addition to UgoWork’ other remedies in the event of a breach by Client of a Restriction, UgoWork may, in its sole discretion, stop providing all or part of the subscriptions and/or Services provided herein.

10. Confidentiality

Use and Safeguard of Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”), it being agreed that any UgoWork Technology, any commercial terms (including pricing) of this Agreement and any Order (but not the mere existence of this Agreement) and any performance information relating to the UgoWork Technology shall be deemed Confidential Information of UgoWork. Confidential Information does not include information that, at the time of disclosure, is: (i) in the public domain; (ii) known to the receiving party at the time of disclosure; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third-party; or (iv) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (y) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law; provided however that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (z) to establish a party’s rights under this Agreement, including to make required court filings. Upon termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Agreement Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable laws), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Remedies. In the event of a breach or threatened breach of this Section 10, the receiving party agrees that the disclosing party would be irreparably injured and that the disclosing party shall, in addition to other available legal or equitable remedies, be entitled to seek equitable relief, including but not limited to, injunctive relief or restraining order, against such breach or threatened breach.

11. Representations; Warranties

Mutual Representations and Warranties. Each party represents to the other that: (i) it has the authority and capacity to enter into, execute and deliver this Agreement; (ii) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iii) it is not under any restriction or obligation that could reasonably be expected to affect the performance of its obligations under this Agreement; (iv) the execution, delivery, or performance of its obligations under this Agreement will not breach or result in a default under its articles, bylaws, or any unanimous shareholders’ agreement, any law to which it is subject, any judgment, order, or decree of any governmental authority to which it is subject, or any agreement to which it is a party or by which it is bound; (v) it holds all permits, consents and other authorizations necessary to conduct its business as it is now carried on; (vi) there are no legal proceedings pending, threatened, or foreseeable against it, which would affect its ability to perform its obligations under this Agreement; and (vii) it has not taken or authorized any proceedings related to its bankruptcy, insolvency, liquidation, dissolution, or winding up.
UgoWork’s Additional Representations and Warranties.
(i) Platform. UgoWork represents and warrants to Client that the Platform will conform in all material respects to the Service Level Agreement when accessed and used in accordance with the Documentation. UgoWork does not make any representations or guarantees regarding uptime or availability of the Platform unless specifically identified in the Service Level Agreement. The remedies set forth in the Service Level Agreement are Client’s sole remedies and UgoWork’s sole liability under the limited warranty set forth in this paragraph.

(ii) Services. UgoWork represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. With respect to any Services subject to a claim under the warranty set forth in this paragraph, UgoWork shall, in its sole discretion, re-perform the applicable Services.

(iii) Third-Party Products. The foregoing warranties do not apply, and UgoWork strictly disclaims all warranties, with respect to any Third-Party Products. For the avoidance of doubt, UgoWork makes no representations, conditions, or warranties with respect to any Third-Party Product, including any (i) condition or warranty of merchantability; (ii) condition or warranty of fitness for a particular purpose; (iii) condition or warranty of title; or (iv) warranty against infringement of intellectual property rights of a third-party whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.

(iv) Entire Remedies. The remedies set forth in this Section 11(b) shall be Client’s sole and exclusive remedy and UgoWork’s entire liability for any breach of the limited warranties set forth in paragraphs 11(b)(i) and 11(b)(ii) respectively.
Exclusions. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTIONS 11(B) AND TO THE FULLEST PERMITTED BY APPLICABLE LAWS, THE PLATFORM, UGOWORK TECHNOLOGY AND SERVICES ARE PROVIDED “AS IS” AND UGOWORK HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UGOWORK SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(B) AND UGOWORK MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE UGOWORK TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Client’s Additional Representations and Warranties. Client represents and warrants to UgoWork that: (i) it shall at all times comply with applicable laws and this Agreement (including any applicable privacy or data protection laws); (ii) the Usage Data does not infringe or misappropriate any rights of any third-party; and (iii) it has obtained all necessary rights and consents necessary to grant UgoWork the rights granted hereunder.

12. Indemnification

General Indemnification. Each party shall indemnify and hold the other party and its officers, directors, employees, and agents, harmless from any loss, damages, fines, penalties and costs (including reasonable attorneys fees) arising out of any third-party claims, actions or suits to the extent arising out of or resulting from: (i) personal injury (including death) and property damage directly caused by the indemnifying party or its personnel; (ii) gross negligence or willful misconduct of the indemnifying party or its personnel, (iii) failure of the indemnifying party to comply with any applicable law or regulation, (iv) breach of any covenants, representations and warranties by the indemnifying party; and (v) in the case when UgoWork is the indemnifying party, any claim that the UgoWork Technology infringes, violate or misappropriate the intellectual property rights of a third party. The foregoing obligation shall not apply to UgoWork to the extent that any alleged infringement is based upon or arises from any action or omission constituting a Restriction (including any modification of the UgoWork Technology not made by UgoWork or installation of any accessory, hardware, software or device to or on the UgoWork Technology that is non-approved by UgoWork). The indemnifying party’s obligations under this Section 11(a) are subject to the indemnified party providing the indemnifying party with (x) prompt written notice of such claim; (y) exclusive control over the defense and settlement of such claim; and (z) proper and full information and assistance to settle and/or defend any such claim.
Mitigation. In addition to the indemnification set forth in paragraph 12(a)(v), UgoWork may, at its option, mitigate the risk or losses of any actual or threatened infringement of any third party’s intellectual property right by:
- obtaining the right for Client to continue to use the UgoWork Technology materially as contemplated by this Agreement; or
- modifying or replacing the UgoWork Technology, in whole or in part, to make the UgoWork Technology (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute UgoWork Technology under this Agreement.
  
  If options (i) or (ii) above are not commercially reasonable, Client may, by written notice to UgoWork, terminate this Agreement with respect to all or part of the Platform and/or Services.
Limitation of Liability. OTHER THAN IN CONNECTION WITH THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 12 AND THE BREACH OF THE CONFIDENTIALITY OBLIGATIONS PROVIDED IN SECTION 10, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT OR BUSINESS OR REVENUES, REGARDLESS OF THE CAUSE OR FORM OF ACTION, EVEN IF SUCH PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO CASE SHALL UGOWORK’S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT HEREUNDER DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.

13. General

Interpretation. Unless provided otherwise, all amounts are expressed in U.S. dollars (USD). The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.
Entire Agreement; Amendment. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
Order of Precedence. In the event of any inconsistency between the statements made in the Terms, the Service Level Agreement and any other Basic Order Terms, unless expressly mentioned otherwise, the following order of precedence governs: (i) first, the applicable Basic Order Terms; (ii) second, the Terms; and (iii) third, the Service Level Agreement.
Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall be construed as in any way creating an agency, partnership, employment or joint venture.
Notices. Unless otherwise expressly set forth in this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth in the Basic Order Terms. Notices sent in accordance with this Section 12(e) will be deemed effectively given: (i) when received, if delivered by hand, with signed confirmation of receipt; (ii) when received, if sent by a nationally recognized overnight courier, signature required; (iii) when sent, if by email, with confirmation of transmission if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (iv) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
Assignment; Binding Effect. This Agreement may not be assigned by either party in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld, except that UgoWork may assign or transfer this Agreement, in whole or in part, without Client’s prior written consent, in the event of a sale, merger, consolidation or corporate reorganization, or the sale of all or substantially all of its assets, provided that the assignee must agree in writing to be bound by the obligations of UgoWork under this Agreement. This Agreement shall be binding upon the parties and their permitted successors and assigns.
Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any payment and confidentiality obligations), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, and, in the case of UgoWork, interruptions, loss, malfunction of or lack of access to utilities or communications networks not directly under UgoWork’ control, it being understood that UgoWork shall use reasonable efforts to resume performance as soon as both parties agree that it is safe and practical to do so.
Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement: (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Counterparts. This Agreement may be executed in counterparts (including by electronic means), each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Governing Law; Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of (i) the State of Delaware, if the Client is located in the United States; or (ii) the province of Quebec and applicable federal laws if the Client is located elsewhere, in each case, without regard to their conflict of laws rules. The parties agree that any dispute of whatever kind in connection with, arising out of, or in any way related to this Agreement shall be brought and settled exclusively (i) by the courts of Delaware, if the Client is located in the United States; or (ii) in the judicial district of Quebec in the province of Quebec if the Client is located elsewhere, and, in each case, waive any objection that such venue is inconvenient or improper. The application of the United Nations Convention on the Sale of Goods is not applicable and expressly disclaimed by the parties.
English Language. Each party confirms that this Agreement is a contract by agreement, that its provisions have been freely negotiated between the parties and that it is its express wish that this Agreement and all related documents be drawn up in English only. Chaque partie confirme que cette entente est un contrat de gré à gré, que ses stipulations ont été négociées librement entre les parties et qu’il est sa volonté expresse que cette entente et tous les documents connexes soient rédigés en anglais seulement.

Terms of use

Last update: December 1, 2020

1. Acceptance of terms of use

This is an agreement between Ingeniarts Technologies Inc. (“Ingeniarts“, “we” or “us”), owner and operator of the website available at www.ugowork.com and addresses associated therewith (collectively, the “Platform”), and you (“you“), a user of the Platform (“User”).

By using the Platform, you acknowledge and agree to these terms of use (“Terms of Use”) and to Ingeniarts’ Privacy Policy (the “Policy”), which is accessible hereunder and is incorporated to these Terms of Use by reference. If you choose to not agree with those Terms of Use or Policy, you must refrain from using the Platform.

2. Changes to the terms of use

Right to Change Terms. Ingeniarts reserves the right, in its sole discretion, to change these Terms of Use (“Updated Terms“) from time to time.
Notice of Updated Terms. Unless Ingeniarts makes a change for legal or administrative reasons, Ingeniarts will provide reasonable advanced notice before the Updated Terms become effective. You agree that Ingeniarts may notify you of the Updated Terms by posting them on the Platform.
Acceptance of Updated Terms. Your use of the Platform after the effective date of Updated Terms constitutes your agreement to these Updated Terms. You should review these Terms of Use and any Updated Terms before using the Platform.
Effective Date of Updated Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Platform from that point forward.

3. Use of platform

Functionalities. The Platform allows you to view information about Ingeniarts and its products and services, including its UgoWork^® systems. If you are an Ingeniarts customer, the Platform also allows you to access certain information about your products and services, their energy consumption, as well as other business information related to your relationship with Ingeniarts.
Access and Use. During the term of these Terms of Use, Ingeniarts grants you a limited, non-exclusive, non-transferable right to access and use the Platform, for a licit use in accordance with the Terms of Use (“Authorized purposes”).
User Conduct. You may not engage in any of the following prohibited activities:
1. using the Platform for purposes other than the Authorized purposes;
2. copying, distributing, or disclosing any part of the Platform in any medium, including by any automated or non-automated web scraping tool or technique;
3. using any automated system, including “robots,” “spiders,” and “offline readers”, to access the Platform;
4. transmitting, via the Platform, spam, chain letters, or other unsolicited emails;
5. attempting to interfere with the servers running the Platform, compromise their system integrity or security, or decipher any transmissions to or from them;
6. taking any action that, at our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on the Platform infrastructure;
7. uploading invalid data, viruses, worms, or other malware through the Platform;
8. collecting, extracting or harvesting any personally identifiable information, including account names, from the Platform;
9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
10. interfering with the proper working of the Platform;
11. accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform;
12. bypassing the measures that Ingeniarts may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on the use of the Platform or the content therein; or
13. otherwise using the Platform in contravention with any applicable law.
Investigation and Prosecution. Ingeniarts shall have the right to investigate and prosecute any violations of the Terms of Use, to the fullest extent permitted by law. You acknowledge that Ingeniarts has no obligation to review your Content (as defined hereunder) or to monitor your access to or use of the Platform, but has the right to do so, to ensure compliance with the Terms of Use or applicable laws, orders or requirements or a court or governmental body. In case of violation of these Terms of Use, Ingeniarts shall have the right, at any time and without prior notice, to remove your Content and disable your access or use to the Platform.

4. Your account

Account Creation. Some functionalities of the Platform may require the creation of a User account. If you create an account, you must complete the registration process by providing Ingeniarts with current, complete, and accurate information as prompted by the applicable registration form. You also will choose a unique and safe password and username. In case of a breach of this paragraph 4.1, Ingeniarts may end your right to use the Platform, at its sole discretion.
Responsibility for Account. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Ingeniarts immediately of any unauthorized use of your account or any other breach of security.
Account Security. Ingeniarts cannot guarantee that unauthorized third parties will never be able to defeat the Platform’s security measures or use for improper purposes any information which relates to you and allows you to be identified (“Personal Information”) that you provide to us. You acknowledge that you provide your Personal Information at your own risk.
Liability for Account Misuse. Ingeniarts will not be liable for any loss, including the loss of data associated to your account, that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Ingeniarts or another party due to someone else using your account or password.
Use of Other Accounts. You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorised mandatary.
Account Termination. Ingeniarts reserves its right to delete any account inactive for a period of at least one (1) year, as well as any data associated to such account. However, no data shall be deleted without prior notice to the account holder.
Account Discontinuation. You may terminate or cancel your account on the Platform for any reason, as your sole discretion and without notice, without liability to Ingeniarts.

5. Electronic communications

When you provide Ingeniarts with your email address via the Platform, you expressly consent that Ingeniarts will keep your email address in its databases or that it may use such email address in its mailing list to communicate with you to (i) validate certain information relating to your account, (ii) keep you informed of the status of your account on the Platform, (iii) conduct surveys or verifications relating to the Platform, namely its functionalities, user-friendliness or your appreciation of the Platform, (iv) offer you advantages or promotions offered by Ingeniarts, or (v) any other purpose relating to the Platform or security of Users.

6. Intellectual property

Trademarks. All trademarks (including words, expressions and logos) used by Ingeniarts for the purposes of distinguishing or so as to distinguish its own goods or services advertised or promoted on the Platform from those of others are owned by Ingeniarts. Ingeniarts tradenames and logos are trademarks of Ingeniarts, and may not be used, reproduced or imitated, in whole or in part, without the prior written permission of Ingeniarts.
Copyright. All original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each of such works reserve all its rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the owner of the copyright, anything that, by the applicable copyright statutes, only the owner of the copyright has the right to do.
Other rights. This Platform or any part thereof may also be protected by industrial designs or patents. Ingeniarts reserves all rights to the Platform not expressly granted. You agree not to engage in the use, copying, or distribution of any of the Platform other than expressly permitted.
Feedback. Ingeniarts is free to use, profit, disclose, publish, keep secret or otherwise exploit any comments, suggestions or other ideas to improve or otherwise modify the Platform or any other Ingeniarts product or service (“Feedback“), without compensation or attribution to the User or to any person behind this Feedback.
Documentation. Ingeniarts may, from time to time, provide the User with documentation, online or in any material form, describing the features, operation and use of the Platform (the “Documentation“). The User understands and agrees that he may reproduce and use the Documentation only as necessary to support his use of the Platform.

7. Use content

Content Ownership. You retain all ownership rights to any images, text, graphics, videos, photos, information or other materials (“Content”) uploaded to the Platform.
Content License. By submitting Content to the Platform, you grant Ingeniarts a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable, and transferable license to do anything with your Content that by any applicable law you would otherwise have the sole right to do, including the right to authorize anything in respect of such Content, including for both commercial and non-commercial purposes, subject to the Policy.
Responsibility for Content. You hereby acknowledge and agree that you are solely responsible for all Content that you submit to the Platform. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of all Content submitted to the Platform, or you have all rights, licences, permission, consents and release necessary to grant Ingeniarts the rights in such Content, and (ii) neither the Content nor your posting, transmission or submission of your Content or Ingeniarts’ use of your Content infringes or will infringe any third-party rights, including intellectual property rights and image rights, or any law or regulation, whether Canadian or foreign.
Personal Information. For information about how Ingeniarts could collect, use or disclose Personal Information, please review the Policy.
Third-Party Content. Through the Platform, you may have the ability to use and/or access Content provided by third parties. Ingeniarts cannot guarantee that such third-party Content will be free of material you may find objectionable or otherwise. Ingeniarts disclaims any responsibility or liability related to your access or use of any third-party Content.

8. Hyperlinks

The Platform may contain hyperlinks to external Internet sites that remove you from the Platform (the “External Sites“). You acknowledge and agree that Ingeniarts is not responsible for the availability of these External Sites, nor for the accuracy of the Content, products or services available on these External Sites. Hyperlinks to External Sites do not imply any endorsement or endorsement by Ingeniarts of such External Sites. You acknowledge that you assume all risks arising from your use of the External Sites. By using the Platform, you expressly release Ingeniarts from any liability arising from your use of any External Site.

9. Disclaimers

THE PLATFORM IS PROVIDED TO YOU “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Ingeniarts DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY. Ingeniarts MAY UPDATE THE PLATFORM WITHOUT PRIOR NOTICE TO USERS. WHILE Ingeniarts DOES EVERYTHING IN ITS POWER TO ASSURE THAT THE INFORMATION PRESENTED ON THE PLATFORM IS COMPLETE AND ACCURATE, Ingeniarts CANNOT GUARANTEE THAT SUCH INFORMATION IS FREE FROM ANY ERRORS, OMISSIONS OR INACCURACIES.

10. Limitation of liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS OR USE OF THE PLATFORM, INCLUDING LICIT AND ILLICIT USES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Ingeniarts, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE PLATFORM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE.

11. Indemnification

By using the Platform, you agree to defend, indemnify and hold harmless Ingeniarts, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees and costs) and all amounts paid in settlements arising from or relating to your use of the Platform, breach of these Terms of Use or the agreements incorporated herein, or your violation of any third-party rights. Ingeniarts may assume the exclusive defense and control of any matter for which you have agreed to indemnify Ingeniarts and you agree to assist and cooperate with Ingeniarts in the defense or settlement of any such matters.

12. Termination

Termination by Ingeniarts. Ingeniarts may terminate or suspend your access to or ability to use the Platform immediately, without prior notice or liability, for any reason or no reason, including breach of these Terms of Use.
Effect of Termination. Upon termination of your access to or ability to use the Platform, your right to use or access the Platform will immediately cease.
Survival of Provisions. These Terms of Use’s provisions that by their nature should survive termination shall survive termination, including ownership and indemnification provisions, warranty disclaimers and limitations of liability. Termination of your access to and use of the Platform shall not relieve you of any obligations arising or accruing prior to the termination or limit any liability that you otherwise may have to Ingeniarts or any third party.

13. Governing law

These Terms of Use will be governed by and construed in accordance with the laws of the Province of Quebec, without regard to its conflict of law rules. Your conduct may also be subject to other local, state and national laws.

14. General

Entire Agreement. These Terms of Use and the Policy replace any prior agreement between you and Ingeniarts and constitutes the entire agreement between you and Ingeniarts with respect to the Platform.
Waiver. The negligence or delay by Ingeniarts to exercise a right, recourse, power or privilege in accordance with the Terms of Use does not constitute a waiver of such rights, recourses, powers or privileges. To be valid, a waiver must be made by writing and must be signed by Ingeniarts. A written waiver to a default cannot be interpreted as constituting a waiver to any other default or default of the same nature which may occur in the future.
Invalidity or Unenforceability. In the even that one or many provisions of the Terms of Use or the Policy is declared invalid or unenforceable or inapplicable by a court of competent jurisdiction, such invalidity or inapplicability will not affect the validity or applicability of the other provisions of these Terms of Use or the Policy; these Terms of Use or the Policy will then be interpreted as if the invalid or inapplicable provision had never formed part of these Terms of Use or the Policy.

Rafael Martines
Address: 1065 Lescarbot, Suite 200 Quebec, QC, Canada, G1N 1X6E
Email: rafael.martines@ugowork.com

Table of contents

UgoWork general terms and conditions

Battery subscription terms and conditions

Platform subscription terms and conditions

Terms of use

UgoWork general terms and conditions

1. Applicability

2. Delivery of Goods and Performance of Services

3. Title and Risk of Loss

4. Client’s Acts or Omissions

5. Inspection and Rejection of Non-Conforming Goods

6. Price

7. Payment Terms

8. Limited Warranty

9. Limitation of Liability

10. Insurance

11. Compliance with Law

12. Termination

13. Waiver

14. Confidential Information

15. Intellectual Property

16. Products under Development

17. Force Majeure

18. Assignment

19. Relationship of the Parties

20. No Third-Party Beneficiaries

21. Governing Law

22. Choice of Forum

23. Notices

24. Severability

25. Survival

26. Amendment and Modification

27. Language

Battery subscription terms and conditions

1. Applicability

2. Definitions

3. Battery

4. Support; Service Levels

5. Fees; Payment

6. Term; Termination

7. Ownership and Data

8. Restrictions

9. Confidentiality

10. Representations; Warranties

11. Indemnification

12. General

Platform subscription terms and conditions

1. Applicability

2. Definitions

3. Subscriptions

4. Client’s Obligations

5. Suspension of the Platform

6. Fees; Payment

7. Term; Termination

8. Ownership and Data

9. Restrictions

10. Confidentiality

11. Representations; Warranties

12. Indemnification

13. General

Terms of use

1. Acceptance of terms of use

2. Changes to the terms of use

3. Use of platform

4. Your account

5. Electronic communications

6. Intellectual property

7. Use content

8. Hyperlinks

9. Disclaimers

10. Limitation of liability

11. Indemnification

12. Termination

13. Governing law

14. General

Solutions

UgoWork

Support