Terms and Conditions
Last Updated October 2025.
(“Agreement”)
THIS AGREEMENT BETWEEN TRACTION COMPLETE TECHNOLOGIES INC. (“TCT”) AND CLIENT AS LISTED IN THE ORDER FORM GOVERNS THE CLIENT’S ACQUISITION AND USE OF THE SERVICES. BY (I) CLICKING THROUGH THIS AGREEMENT ELECTRONICALLY, OR (II) EXECUTION OF AN ORDER FORM, OR (III) USING THE SERVICES, THE CLIENT AGREES TO BE BOUND BY THIS AGREEMENT TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CLIENT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON THE CLIENT’S BEHALF.
AGREEMENT:
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 Client agree as follows:
1. Definitions.
Unless the context requires otherwise, capitalized terms in the Agreement have the following meanings:
(a) “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.
(b) “Applicable Law” means, with respect to a party, any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to such party for its provision or use of the Services.
(c) “Client Data” means any information that enters the Services by or on behalf of the Client and includes any content, data and information that is collected or generated by the Services that result from the Client’s use of the Services.
(d) “Confidential Information” means: (i) the content of the Agreement and any Order Form; (ii) Client Data, including any statistics or other user data relating to the Services which specifically identify Client; (iii) any information designated in writing, or orally at time of disclosure, by the disclosing party as “confidential” or “proprietary”; (iv) any information, technical data, or know-how disclosed by a party to the other hereunder that from the relevant circumstances should reasonably be known by the receiving party to be confidential, including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, business and marketing plans or strategies, financial information, and business opportunities.
(e) “Fees” means the aggregate of all fees payable by Client to TCT for the use of the Services in accordance with the Agreement, plus all applicable duties, levies, and taxes in association with such fees.
(f) “Initial Term” means the Initial Term as defined in the Order Form.
(g) “Order Form” means the order form containing Client’s agreement to purchase the Services, number of licenses and cost per license for the Services.
(h) “Salesforce” means the Salesforce.com software as a service (SaaS) platform, including, without limitation, the Salesforce CRM software.
(i) “Services” means: i) TCT’s software application currently described as “TCT Traction Complete”, 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 Client in respect of same; and ii) any software, materials or content made available in connection with the Services.
(j) “Subscription Term” means the Initial Term plus each Renewal Term.
(k) “User” means each of the Client’s employees, consultants, contractors, partners, representatives, agents, or other individuals who is authorized by Client to use the Services in accordance with the Agreement.
2. Provision, Use and License.
(a) Client will use the Services only for its own internal purposes and business operations. Client will only use the Services during the Subscription Term. Client will not use the Services as a service for any third party.
(b) Client agrees that it will not use the Services in a manner that: (i) infringes or violates the intellectual property rights or other rights of TCT or any third party; (ii) violates any law or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) accesses the source code, modifies , copies, creates derivative works from, reverse engineers, decompiles or disassembles the Services.
(c) Upon the termination or expiration of the Subscription Term, Client will immediately discontinue use of the Services and Client will delete or destroy all electronic and physical stand-alone copies of the Services.
3. Support.
TCT will provide reasonable telephone, web-based, and / or e-mail technical support to Client during normal business hours (PST) within two business days of receipt of a written support query to TCT.
4. Confidentiality.
Neither party will, subject to the licenses granted in Section 7 below, use or disclose any Confidential Information of the other party except as specifically contemplated herein. The restrictions in this Section do not apply to information that: (i) is independently developed by the receiving party without access to the other party’s Confidential Information; (ii) becomes publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; or (iv) has been approved for release in writing by the disclosing party. The receiving party may disclose Confidential Information to any applicable legal authority if such disclosure is required by Applicable Law. Each party agrees that it will maintain safeguards as necessary, in its reasonable judgment, to ensure that Confidential Information is not used or disclosed except as provided herein. For the avoidance of doubt, the parties agree that the provisions of this Section hereby supersede any prior written or oral agreements between the parties regarding confidentiality or nondisclosure. The receiving party will, within 30 days of the termination or expiration of the Agreement or the completion, abandonment or other termination of the Services under an Order Form, upon receipt of a written request from the disclosing party within such 30 day time period, promptly return or destroy all of the disclosing party’s Confidential Information in the receiving party’s (or its subcontractor’s, Affiliate’s or agent’s) control.
5. Indemnification.
(a) TCT will defend Client against any loss, damage or costs arising from third party claims, demands, suits, or proceedings brought against the Client for: (1) any allegation that Client’s use of the Services in accordance with the Agreement infringes or misappropriates a third party’s intellectual property rights (an “Infringement Claim”); or (2) any failure by TCT to comply with Applicable Law. TCT will indemnify Client from any damages, attorney fees and costs finally awarded against Client as a result of, or for amounts paid by Client under a settlement approved by TCT in writing of a claim against the Client provided that the Client will: (a) promptly give written notice of any such claim to TCT; (b) give TCT sole control of the defense of the claim; and (c) provide to TCT, all reasonable assistance. TCT shall not settle or compromise any claim that results in liability or admission of any liability by Client without Client’s written consent, which consent shall not be unreasonably withheld or delayed. TCT’s obligations under Section 5(a)(1) do not apply with respect to portions or components of the Services: (i) not provided by TCT under the Agreement; (ii) resulting from the Client Data; (iii) that are modified or combined by Client with other products, processes or services where the alleged infringement relates to such combination; (iv) where the Client continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; and (v) where Client’s use of the Services is in violation of the Agreement. If TCT believes that the Services may be subject to any Infringement Claim, and if Client’s use of the Services is held to infringe and its use is enjoined, then TCT will, at TCT’s own expense and option: (A) procure for Client the right to continue using the Services; (B) replace same with non-infringing Services; or (C) modify the Services so that they become non-infringing. If none of the foregoing is available on terms that are commercially reasonable for TCT, then TCT may terminate Client’s rights to access and use the infringing portion of the Services, in which case TCT will refund Client a pro rata amount of any prepaid fees applicable to the unutilized portion of the Subscription Term of the terminated Services. THIS SECTION REPRESENTS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE CLIENT AGAINST TCT FOR ANY INFRINGEMENT CLAIMS.
(b) Client will defend, indemnify and hold TCT harmless against any loss, damage or costs (including reasonable attorneys’ fees) arising from a claim that: (1) TCT’s use of the Client Data or Client Confidential information infringes or misappropriates a third party’s intellectual property rights; (2) Client’s use of the Services violates Applicable Law; (3) Client or its Users negligence, willful misconduct, or use of the Services in a manner not authorized by this Agreement, provided the Client is notified in writing by TCT as soon as reasonably practicable as to any such claim. TCT will provide reasonable information, cooperation and assistance in defending any such claim.
6. Third Party Developers.
The Services may include features that permit Client to connect the Services to third-party applications requested by the Client (“Third Party Applications”), developed by third parties (“Third Party Developers”). The Client acknowledges and agrees that:
(a) TCT is not such Third Party Developers and is not an Affiliate of such Third Party Developers;
(b) No representation or warranty by such Third Party Developers is binding on TCT nor shall breach of such representation or warranty by a Third Party Developer relieve Client of its obligations to TCT and the Client shall be responsible for the costs of such Third Party Applications;
(c) TCT does not monitor or have any control over, and makes no claim or representation regarding Third Party Applications or Third Party Developers and TCT is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any of the foregoing; and
(d) To the extent that the Client authorize the use of the Services in connection with such Third Party Applications, the Client consent to TCT releasing to Third Party Developers any Confidential Information 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 the Client’s agreement with such Third Party Developer.
7. Intellectual Property.
(a) Reservation of Rights. Subject to the limited rights expressly granted hereunder, TCT, its Affiliates, its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein.
(b) Access to and Use. Client has the right to access and use the Services subject to the terms of applicable Order Forms, and this Agreement.
(c) License by Client to TCT. Client grants TCT, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any non-TCT applications and program code created by or for Client using a Service or for use by Client with the Services, and Client Data, each as appropriate for TCT to provide and ensure proper operation of the Services in accordance with this Agreement. If Client chooses to use a non-TCT application with a Service, Client grants TCT permission to allow the non-TCT application and its provider to access Client Data and information about Client’s usage of the non-TCT application as appropriate for the interoperation of that non-TCT application with the Service. Subject to the limited licenses granted herein, TCT acquires no right, title or interest from Client or its licensors under this Agreement in or to any Client Data, non-TCT application or such program code.
(d) License by Customer to Use Feedback. Client grants to TCT and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or Users relating to the operation of TCT’s or its Affiliates’ services.
8. Fees and Payment Terms.
(a) All Fees will be invoiced at the beginning of the Initial Term and any Renewal Term thereof and are due within thirty (30) days of the date the Client receives the invoice. If Client refuses to pay such invoices within 10 business days of being notified that an invoice is overdue, TCT may terminate the Client’s access to the Services immediately.
(b) In the event Client increases the number of Salesforce licenses during the Subscription Term, Client shall notify TCT within 10 business days and TCT may then charge Client Fees for such additional Salesforce licenses in accordance with the fee per license as stated on the then current Order Form.
(c) Client is solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and excise taxes, as applicable, resulting from Client’s use of the Services.
(d) Except where otherwise expressly provided, all monetary amounts applicable to the Agreement are stated and shall be paid in U.S. Dollars (USD).
9. Term.
(a) The Agreement will become effective on the date of the first Order Form issued and accepted hereunder and will continue until the expiration of the Subscription Term, unless otherwise earlier terminated as provided below.
(b) At the end of the Initial Term, the Client’s License to use the Services will be automatically renewed for succeeding one year terms (each, a “Renewal Term”), subject to the Agreement, unless either party gives written notice to the other party at least forty five (45) days prior to the expiration of the then current Initial Term or Renewal Term, as the case may be. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at TCT’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
10. Termination.
(a) Termination for Breach. Either party may terminate the Agreement and the accompanying Order Form: (i) in the case of the other party’s material breach of the Agreement if such breach has not been cured within thirty (30) days; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
(b) Effect of Termination. In the event of termination for reasons other than TCT’s material breach: (i) the Client will remain liable for any amount due under any applicable Order Form; and (ii) TCT will not refund any prepaid Fees. In the case of termination for TCT’s material breach, TCT will provide a pro-rated refund of any prepaid Fees. Upon termination of the Services, all rights and licenses granted under the Agreement shall immediately terminate. Each party shall delete the other party’s Intellectual Property and all Confidential Information in its possession within 30 days of termination in accordance with Section 4.
(c) TCT may terminate the Agreement upon notice to Client in the event that the Services are no longer available for use in conjunction with Salesforce’s services and/or the Services are no longer able to access the information databases required for the Services. In the event TCT terminates these terms pursuant to this Section 10(d), TCT shall promptly provide a pro-rated refund of any prepaid Fees.
(d) Refund or Payment on termination. If this Agreement is terminated by Client in accordance with Section 10 (a or c), TCT will refund Client any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by TCT in accordance with Section 10(a) Client will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Client of its obligation to pay any fees payable to TCT for the period prior to the effective date of termination.
(e) Survival. Sections: 4 (Confidentiality), 5 (Indemnification), 7 (Intellectual Property), 8 (Fees and Payment Terms), 10(d,e) (Refund or Payment upon Termination, and Survival), 11(c) (Disclaimers), 12 Limitation of Liability, 13 (Dispute Resolution) and 14 (General Provisions) of the Agreement shall survive any expiration or termination of the Agreement for any reason.
11. Warranties.
(a) Each party represents and warrants to the other party that: (i) it has the full right, power and authority to enter into the Agreement; and (ii) the Agreement are a valid binding obligation of such party.
(b) TCT warrants, represents and agrees that the Services, as utilized pursuant to the terms of the Agreement: (i) will not knowingly transmit a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program to the Client’s systems; and (ii) will be performed in a workmanlike manner in accordance with generally accepted industry standards.
(c) DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, TCT MAKES NO (AND HEREBY DISCLAIMS) WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TCT DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
12. Limitation of Liability.
(a) IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
(b) EVEN IF A PARTY 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, A PARTY’S AGGREGATE AND TOTAL LIABILITY UNDER THE AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES. A PARTY’S AGGREGATE AND TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED AMOUNTS PAID OR DUE BY CLIENT TO TCT UNDER THE ORDER FORM IN THE 12 MONTHS PRIOR TO THE DATE THE CLAIM AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13. Dispute resolution.
(a) Negotiation. If there is a dispute or difference (“Dispute”) between the parties arising out of or in connection with the Agreement, then within five (5) business days of a party notifying the other party in writing of the Dispute, a senior representative from each party shall meet and use all reasonable endeavors, acting in good faith, to resolve the Dispute by joint discussions.
(b) Court proceedings and other relief. If such escalation fails to resolve the issue, it shall be settled by arbitration administered by final and binding arbitration initiated and conducted according to the American Arbitration Association (the “Arbitration Rules”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in New York. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights. All arbitrators shall be qualified by education, training, and experience in the subject matter of the dispute.
(c) Continued Performance. Both parties must continue performing their respective obligations and responsibilities under the Agreement while any Dispute is being resolved in accordance with this Section 13, unless and until such obligations are terminated or expire in accordance with the provisions of the Agreement.
(d) Equitable Remedies. The parties agree that monetary damages may be an inadequate remedy for any breach or threatened breach of any provision of the Agreement concerning Confidential Information, intellectual property rights or other matters for which equitable rights may be granted. Accordingly, such provision may be enforced by injunction or other order of a court of competent jurisdiction.
14. General.
(a) Proper Law. The Agreement shall be governed by and construed in accordance with the laws of the state of New York and the parties agree to attorn to the exclusive jurisdiction of the state of New York without regard to conflict of law principles.
(b) Headings. The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of the Agreement.
(c) Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign or transfer the Agreement in connection with a merger or acquisition provided the assigning party provides notice to the other party. The Agreement shall be binding upon and shall inure to the benefit of a party’s authorized successors and permitted assigns.
(d) 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 Department, Address:
PO Box 44156 RPO Kensington Sq
Burnaby, BC V5B 4Y2
Canada
Email: legal@tractioncomplete.com
Notices to Client shall be sent to the Client contact listed on the most current Order Form.
Either party may change the address for notice by providing written notice to the other party from time to time.
(e) Force Majeure. Neither party to the Agreement shall be liable for any failure to comply with its obligations under the Agreement if the failure to comply is caused by or results from conditions or causes beyond its reasonable control including, but not limited to: shortage of water, power, acts of God, war, terrorism, riots, fire, flood, explosion, governmental controls or regulations, embargoes, wrecks or delays in transportation, labor disputes, civil insurrection, civil or military authority, inability to obtain necessary labor, materials of manufacturing faculties due to such causes or delays of subcontractors or supplies of each party in furnishing materials or supplies due to one or more of the foregoing causes. In an event of a force majeure, each party shall be allowed a reasonable period of time to fulfill the obligations under the Agreement having regard to the applicable circumstances. An event of force majeure shall not relieve the Client of its payment obligations pursuant to the Agreement.
(f) Promotion. The Client agrees that TCT may use the Client’s trademark, logo and trade name within TCT’s marketing materials. TCT is granted no other right to the Branding and acknowledges that it shall not gain any proprietary interest in the same.
(g) Waiver. The waiver by any party hereto of a breach or a default of any provision of the 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.
(h) Relationship. The parties are independent contractors. 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.
(i) 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.
(j) Alterations. No alteration or amendment to the Agreement shall take effect unless it is in writing duly executed by each of the parties
(k) Invalidity. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable
(l) Entire Agreement. The provisions of the Agreement and any Order Forms constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of the Agreement and such Order Forms.
(m) No Strict Construction. The language in all parts of the Agreement shall in all cases be construed as a whole and neither strictly for, nor strictly against, any of the parties to the Agreement.
(n) Enurement. The Agreement shall Enure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of the Agreement, their respective heirs, executors, administrators, successors and permitted assigns.
(o) U.N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods shall not apply to the Agreement and shall not apply to any Order Form issued in connection herewith.
(p) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means, including electronic signature, shall be effective and binding to the same extent as original signatures.