Updated November 12, 2019.



This is a legal agreement between Traction Complete Technologies Inc. (“TCT”) and You (the “Agreement”). This agreement governs Your use of the services. if You do not agree to these terms and conditions (the “Terms”), You are not authorized to use the Services. Your use of the Services shall constitute Your agreement and intent to be bound by the Terms. The person agreeing to this Agreement represents and warrants that they are authorized to enter into this Agreement on behalf of the Party, entity, or organization using the Services.


In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TCT and You agree as follows:

  1. Definitions. Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:
    • “Affiliate” means, with respect to a party, any person, partnership, joint venture, corporation, or other entity, that directly or indirectly controls, is controlled by, or is under common control with such party.
    • “Aggregate Information” means information about Your activities on or in connection with the Services that typically cannot be used to identify, locate, or contact You including information regarding the frequency of use of the Services, components of the Services most frequently accessed, and browser types used by You.
    • “Agreement” means the entire agreement between TCT and You for the provision of the Services, includes these Terms.
    • “Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and Your use thereof, including without limitation all privacy laws, including all applicable legislation regulating use and misuse of electronic messages and marketing e-mails, laws for the protection of Personal Information, and Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation”), to the extent applicable;
    • “CRM” means customer relationship management
    • “End User” means each of Your employees, consultants, contractors, partners, representatives, agents, or other individuals who is authorized by You to use the App in accordance with this Agreement and for whom a Salesforce License has been properly obtained
    • “Fees” means the aggregate of all fees payable by You to TCT for the use of the Services in accordance with this Agreement, plus all duties, levies, and taxes in association with such fees.
    • “Intellectual Property” means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
    • “Intellectual Property Rights” means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
    • “Order Form” means the order form on page 1.
    • “Personal Data” means any information relating to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
    • “Personal Information” means any information about an identified or identifiable individual, including, without limitation, data or information entered into the Services by You or by Your customers or clients, that has not been made publicly available and includes Personal Data and Sensitive Data.
    • “Processing” means any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    • “Salesforce” means the Salesforce.com software as a service (SaaS) platform, including, without limitation, the Salesforce CRM software
    • “Security Incident” means accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information.
    • “Sensitive Data” means (a) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; (f) date of birth; (g) criminal history; (h) mother’s maiden name; and (i) any other information that falls within the definition of “special categories of data” under the General Data Protection Regulation or any other applicable law relating to privacy and data protection.
    • “Services” means: i) TCT’s software application currently described as “TCT”, including any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents, as it may be added or removed by TCT from time to time and including all written information, documentation, and materials provided to You in respect of same; and ii) any software, materials or content made available in connection with the Services.
    • “You” or “Your” means the party entering into this Agreement with TCT and includes the person, entity, or organization having control of the use of the Services and any successor of same. The person agreeing to this Agreement represents and warrants that he / she is authorized to enter into this Agreement on behalf of the party, entity, or organization using the Services. “You” or “Your” also means, in the case of a person, entity, or organization registering for a free trial, that person, entity, or organization.
  1. Use and License. You shall use the Services only in and for Your own internal purposes and business operations. You may only use the Services during the term of this Agreement. You may not use the Services as a service for any third party. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted except as expressly provided by this Agreement. You shall not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Services. Nothing in this Agreement will entitle You to access or use the source code of the Services. Notwithstanding any other term or condition contained herein, in no case may You use or authorize anyone to use the Services in any manner or for any purpose that is beyond the scope of Your or Your Salesforce License(s). You shall not download or use the Services if Your download, installation or use of the Services is prohibited under Applicable Law.
  2. Your Responsibilities. You are responsible for all of Your use of the Services. You shall:
    • Ensure that sufficient Salesforce Enterprise Licenses are purchased.
    • Ensure that sufficient TCT licenses are purchased.
    • Be responsible for the data used by the Services. TCT shall not be liable for use and configure the data used by the Services.
    • take commercially reasonable actions to prevent unauthorized access to, or use of, the Services, and notify TCT promptly of any such unauthorized access or use; You acknowledge and agree that TCT is not be liable for any loss or damage arising from unauthorized access to, or use of, the Services from Your account;
    • comply with all Applicable Law;
    • comply with all anti-corruption or anti­bribery laws including but not limited to the Foreign Corrupt Practices Act of 1977, the U.K Bribery Act 2010 and the regulations of the Office of Foreign Assets Control (“OFAC’) of the U.S. Department of the Treasury.
    • ensure that You have the necessary consents required for Processing Personal Information.
    • not use the Services to engage in any deceptive, misleading, illegal or unethical marketing activities or activities that otherwise may be detrimental to TCT;
    • not collect, use, or disclose any Personal Information in connection with the Services, unless you have obtained all necessary consents under all Applicable Law to do so;
    • not attempt to gain unauthorized access to the Services;
    • not upload to, or store within, the Services (and Personal Information shall not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
    • not use the Services to store or transmit any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines or code that may damage or detrimentally interfere with the Services or any data or Personal Information maintained on or in connect with the Services; and
    • not send or (cause to send) Sensitive Data through the Services, and will be liable for any Security Incident in connection with the sending of Sensitive Data through such functionalities by You;
    • be responsible for (1) all hardware licenses needed to access or use the Services, (2) internet access to such licenses.
    • Appoint a representative to supervise and coordinate Your performance of its obligations under the ORDER FORM. The representative will coordinate with TCT in a professional and prompt manner and will have the necessary expertise and authority to act on Your behalf.
    • Provide TCT with access to Your systems, data, and documentation, as may reasonably be required by TCT to facilitate the provision of the Services
    • Provide TCT with access to necessary personnel, as may reasonably be required by TCT
    • Provide appropriate direction, as requested by TCT; and
    • Perform appropriate and timely testing as reasonably required by TCT
  1. Support
    • You shall direct all support queries with respect to the Services to TCT and not to Salesforce. TCT will provide reasonable telephone, web-based, and / or e-mail technical support to You during normal business hours (Pacific Standard Time) on such terms and conditions as TCT reasonably determines. TCT will make reasonable efforts to respond to Your support queries within one business day of TCT’s receipt of a support query.
    • In the event that any request, correspondence, enquiry or complaint from a regulatory or third party is made directly to TCT in connection with TCT’s processing of Personal Information, TCT shall promptly inform You, providing details of the same, to the extent legally permitted. Unless legally obligated to do so, TCT shall not respond to any such request, inquiry or complaint without Your prior consent except to confirm that the request relates to You to which You hereby agree.
  1. Confidentiality.
    • “Confidential Information” means any information that is of a confidential nature that is disclosed by one party to this Agreement (the “Disclosing Party“) to the other party to this Agreement (the “Receiving Party “), including, but not limited to the Disclosing Party’s business information, customer information, trade secrets (including all Intellectual Property contained within the Services), and Personal Information. Confidential Information does not include any information that is disclosed by one party to another party if that information:
      1. is at the time of disclosure in the possession of the Receiving Party or any of its Affiliates and was obtained without an obligation of confidence;
      2. is independently developed by the Receiving Party or any of its Affiliates without any use of or reference to the Disclosing Party’s Confidential Information;
      3. is or becomes publicly available without breach of any obligation of confidence;
      4. is acquired by the Receiving Party from a third party who provided the information without breaking any express or implied obligations or duties to the Disclosing Party; or
      5. is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.
    • The Receiving Party will take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information. The Receiving Party will not make any unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the Confidential Information to any individual or entity, except as otherwise permitted hereunder or to those of the Receiving Party’s employees or consultants who require access for the proper operation of the Services and only on the condition that such employees or consultants agree to comply with the use and nondisclosure restrictions applicable to the Confidential Information under this Agreement. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to the Disclosing Party. In all cases, the Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall the Receiving Party use less than a reasonable degree of care.
    • Notwithstanding the foregoing, You acknowledge and agree as follows:
      1. You grant to TCT a non-exclusive, royalty free right during Your use of the Services to process Your Personal Information and Aggregate Information to the extent required to provide the Services to You, to improve the features and functionality of the Services, and to communicate with You in the event You submit any questions or requests to TCT;
      2. that TCT may access or disclose your Confidential Information if: (i) TCT in good faith believes that disclosure is necessary to comply with any Applicable Law, legal process or government request, (ii) to enforce the Agreement; (iii) to protect the security or integrity of the Services, or (v) to respond to an emergency which TCT believes requires TCT to disclose data to assist in preventing a death or serious bodily injury. In each of the foregoing cases, TCT will disclose only such Confidential Information as TCT believes, in good faith, is necessary; and
      3. if, but only to the extent that You authorize the use of the Services in connection with Third Party Applications, You consent to TCT releasing to Third Party Developers any Confidential Information entered into the Services reasonably required by such Third Party Developers for the proper use of such Third Party Applications, and such Third Party Developer’s use of such Confidential Information shall be governed by Your agreement with such Third Party Developers.
  1. Indemnification.
    • Indemnification by You. You shall defend, indemnify, and hold TCT and its directors, officers, employees, and Affiliates harmless against any loss, damage, or cost (including reasonable attorneys’ fees) incurred in connection with a claim, demand, suit, or proceeding alleging that Your use of the Services has harmed a third party or infringes upon the privacy rights of a third party or is in violation or alleged violation of any Anti-Spam Legislation or does not comply with applicable local, state, provincial, federal and foreign laws, including without limitation all Applicable Laws in marketing activities, provided You are notified in writing by TCT as soon as reasonably practicable as to any such claim. TCT shall provide reasonable information, cooperation and assistance in defending any such claim.
    • Indemnification by TCT. TCT shall defend, indemnify, and hold You, your directors, officers, employees, and Affiliates harmless against any loss, damage, or cost, and any lawsuit to the extent based thereon, that is brought by a third party against You alleging that the Services infringe any patent, trade secret, copyright or other Intellectual Property Rights (“Infringement Claim”), so long as TCT is notified in writing by You as soon as reasonably practicable as to any such Infringement Claim. You shall provide reasonable information, cooperation and assistance in defending the Infringement Claim. TCT has no obligation with respect to any actual or claimed infringement if the Infringement Claim is solely caused by Your data, use of the Services other than as specified in any documentation provided by TCT, or Your combination of the Services with any products, software, services, data or other materials not provided by, required by, or approved by TCT, unless such use is necessary in order to use the Services.
  1. Third Party Developers. The Services may include features that permit you to connect the Services to third party applications (“Third Party Applications“) developed by third parties (“Third Party Developers“). You acknowledge and agree that: (1) TCT is not such Third Party Developers and is not an Affiliate of such Third Party Developers; and (2) TCT makes no representations or warranties regarding Third Party Developers, Third Party Applications, or their use of Confidential Information, to anyone, express, implied or statutory (including warranties of design, operation, or fitness for any use or purpose). No representation or warranty by such Third Party Developers is binding on TCT nor shall breach of such representation or warranty relieve You of your obligations to TCT. Third Party Developers may require You to enter into license agreements or pay license fees for the use of their Third Party Applications, which, unless expressly set out herein, are not included in the Fees. TCT does not represent or warrant that the data provided by any third party is correct.
  3. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to You in the provision of the Services are and shall remain the sole and exclusive property of TCT and except for the limited license to use the Intellectual Property as part of Your use of the Services in accordance with this Agreement (the “License“), no right, title, or interest is granted in the Intellectual Property. TCT and its Affiliates shall own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from Your requests or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in TCT or its Affiliates by virtue of this Agreement or otherwise (and, if applicable, shall cause Your Affiliates to transfer and assign), You hereby transfer and assign to TCT all rights, title, and interest which You may have to such refinements and improvements.
  4. Fees and Payment Terms.
    • You shall pay all Fees in advance, promptly when due in accordance with the following:
    • All Fees will be billed monthly or yearly, based on a subscription model, on the first day of the month or the year, as applicable, of the subscription term, and are due within thirty (30) days of the date of the applicable invoice, unless otherwise expressly agreed by the parties. All amounts owing on account of past due invoices will incur interest at a rate of 1.5% per month, calculated monthly (or if such interest rate is not permitted by applicable law, then the maximum interest rate permitted by applicable law), until such time as they are paid in full. You shall pay TCHT for any costs it incurs, including legal costs, collecting unpaid invoices;
    • Fees are based on the number of Salesforce licenses being used to access the Services, as further set out in the Services Salesforce AppExchange listing, based on the subscription package selected by You from the packages available, as they may be updated from time to time;
    • In the event you increase the number of Salesforce licenses during a subscription term, you must promptly notify TCT and TCT may, at its discretion, increase the Fees based on its then current fee structure. TCT monitors the number of Salesforce licenses You use, if You increase the number of Salesforce licenses and do not notify TCT, TCT shall invoice You it’s highest rate for each unreported Salesforce License;
    • To the extent that Fees are billed and paid through a third party credit card processor, such third party’s standard terms and conditions shall apply;
    • Failure to pay Fees shall constitute a material breach of this Agreement;
    • You are solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and excise taxes, as applicable (but excluding any taxes attributable to TCT’s income), resulting from your use of the Services; and
    • Except where otherwise expressly provided, all monetary amounts in this Agreement are stated and shall be paid in U.S. Dollars (USD).
  1. Term and Termination.
    • This Agreement shall commence on the earlier date of (1) Your acceptance of this Agreement; and (2) delivery or download or first use of the Services (the “Commencement Date”), and shall continue for one year (the “Initial Term “) unless otherwise agreed to between the parties, in writing, or unless otherwise terminated earlier by either party pursuant to this Agreement. Subject to section 12(b), unless otherwise agreed to between the parties in writing, at the end of the Initial Term (and each renewal term thereafter), this Agreement will automatically renew for additional consecutive periods of same length as the Initial Term. Other than the Fees, the terms and conditions contained herein shall apply to renewal terms;
    • At the end of the Initial Term, either party may terminate this Agreement without cause upon providing no less than thirty (30) days written notice to the other;
    • Either party may terminate this Agreement for cause immediately upon a material breach of this Agreement by the other party. Except in the case of termination by You for cause, termination under this part shall not relieve You of Your obligation to pay any Fees accrued or payable to TCT under the terms of this Agreement and You shall remain obligated to pay all Fees owed for the remainder of any subscription term(s) for the Services, all of which Fees shall become immediately due and payable in full.
    • TCT may terminate this Agreement immediately in the event that the Services is no longer available for use in conjunction with Salesforce’s services and / or the Services is no longer able to access the information databases required for the Services.
    • Upon the termination or expiration of this Agreement, You shall immediately discontinue use of the Services on all licenses and You shall delete or destroy all electronic and physical stand-alone copies of the Services.
    • You may increase the number of licenses during each 1 year term. If You request to increase the licenses during a term, any added licenses it will be the same price per license as indicated in the Order Form for that year.
  1. Limitation of Liability and Disclaimers
    • Neither party shall be liable to the other for any incidental, special, indirect, consequential or punitive damages of any character, including without limitation, damages for loss of business or good will, work stoppage, loss of information or data, or loss of revenue or profit, resulting from the provision of the Services, or other financial loss arising out of or in connection with the Services, regardless of the legal theory asserted, whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise. Even if TCT has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose, TCT’s aggregate and total liability under the ORDER FORM for any and all claims arising out of the ORDER FORM shall be limited to direct damages and shall not exceed amounts paid or due by You to TCT under the ORDER FORM in the year in which the claim arose.
  1. Changes. TCT reserves the right to modify these Terms at any time, which modified Terms will supersede prior versions. Unless otherwise provided, any modifications to the Terms will be effective fourteen (14) days after You have been notified of such modified Terms or they have been published, whichever occurs first. In the event of material changes to this Agreement, TCT will provide notice to You, either through the Services, by way of an electronic (including e-mail) notification, or by other reasonable means prior to the effective date of such material changes, and should You elect not to agree to such material changes, Your sole remedy shall be to terminate this Agreement in accordance with its terms. Your continued use of the Services will be deemed acceptance thereof.
  2. Trial Accounts. TCT may, but is not obligated to, provide a trial account to You, and this Agreement shall apply to your use of the Services during such trial account period.
  3. Audit. TCT shall have the right to evaluate Your use of the Services to ensure compliance with this Agreement and to verify that You have properly reported the number of Salesforce Licenses upon which the Fees are based for any given period (“Audit Data”).TCT may request sufficient evidence of the number of Salesforce licenses You have and Your record count, You shall provide TCT with sufficient evidence of the number of Salesforce licenses You have and Your record count within 1 business day of such request.
  4. Miscellaneous.
    • Proper Law. This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia.
    • Survival. Sections 2, 5, 6, 10, and 13 of this Agreement shall survive any expiration or termination of this Agreement for any reason.
    • Headings. The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.
    • Assignment. This Agreement may not be transferred or assigned by either party without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, TCT may transfer or assign this Agreement (1) to an Affiliate; (2) in the event of a sale, merger or other transfer of substantially all of its business and assets; or (3) in the event of a sale or transfer by TCT of the Services and substantially all TCT’s business components required to operate the Services, without the other party’s consent. The terms and conditions of this Agreement shall ensure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns
    • Notice. Any notice or communication from one party to the other required or permitted to be given hereunder shall be in writing and either personally delivered, sent by postal service, sent via courier (with evidence of delivery in any case), or secured electronic means. All notices shall be in English and shall be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which shall be deemed to have been received the day after such notices are sent.
      • Notices to TCT shall be sent to:
        Attention: Legal
        Address: #500 – 2700 Production Way, Burnaby, B.C. V5A 0C2,
        Email: legal@tractionondemand.comNotices To You shall be sent to:
        Email:Either party may change the address for notice by providing written notice to the other party from time to time.
    • Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to, earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, act of terrorism, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
    • Waiver. The waiver by any party hereto of a breach or a default of any provision of this Agreement by another party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
    • Relationship. The Agreement shall not be construed as creating any partnership, joint venture, or agency among the parties and no party shall be deemed to be the legal representative of any other party for the purposes of the Agreement. No party shall have and shall not represent itself as having, any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in the Agreement.
    • Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or” is not exclusive” and “including” is not limiting, whether or not such non-limiting language (such as “without limitation” or “but not limited to”) is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.
    • Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.
    • N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods shall not apply to the Terms and shall not apply to any purchase order issued in connection herewith.