Privacy Policy

DATAWALLS, INC. (“Datawalls”, “we”, “us”, the “Provider” and terms of similar meaning) provide the services described herein (“Services”), subject to these terms and conditions (these “Terms” or “Agreement”). Please read through these Terms carefully before using the Services. By accessing, using or ordering the Services (including Customized Orders) you and the company you represent agree to be legally bound by these Terms and all terms, addendums, agreements, policies and guidelines (“Policies”) incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services. An updated version of these Terms will be available on the Datawalls website at www.datawalls.com (the “Site”).

The terms “you”, “your”, “User” or “Customer” shall refer to any individual or entity who accepts this Agreement.

4.1 Acceptable Use of Services. The Customer may not:
Page 2 Confidential

(a) use, or encourage, promote facilitate or instruct others to use the Services for any illegal, harmful or offensive use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful or offensive;

(b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;

(c) make network connections to any users, hosts, or networks unless the Customer has permission to communicate with them;

(d) distribute, publish, send or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising or solicitations (like ‘spam’), including commercial advertising and informational announcements

Datawalls reserves the right, but does not assume the obligation, to investigate any violate of this Section or misuse of the Services.

4.2 Lawful Purposes. The Customer shall only use the Services for lawful purposes. The Customer represents and warrants that it is and shall at all times be in compliance with all Applicable Law.

4.3 Registration Data. When ordering the Services, the Customer will be prompted to register for an account (“User Account”). Upon registering a User Account, the Customer agrees to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site or any additional Agreements or addendum provided for Custom Orders (“Registration Data”); (b) maintain the security of the Customer’s password; (c) maintain and promptly update the Registration Data, and any other information provided, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provided. The Customer is responsible for all activity on its User Account, including all use of the Customer Data or the activity performed through the Services through your User Account by an agent, representative, employee, or any other person acting on the Customer’s behalf. Individuals who register for a User Account on half of a company or organization expressly represent and warrant that they have the authority to bind such company or organization.

4.4 Bandwidth Speed and Usage Limits. Bandwidth speed and usage limits (“Limits”) will apply to the Services as described on the Site at the time of Order or acceptance of a Customized Order. Additional Fees may be charged for increased Limits. The Provider may amend such Limits or Fees upon providing thirty (30) days notice to the Customer.

4.5 Ownership of Customer Data and Intellectual Property; License. Customer shall own all right, title and interest, including, without limitation, all copyright, patent rights, trade secret rights, trade marks and any other proprietary right or interest, therein relating to the Customer Data. Provider shall execute and deliver such instruments and take such other steps as may be requested by Customer from time to time in order to give effect to the provisions of this Article. The Customer hereby grants to the Provider a limited, non-exclusive and revocable license to use the Customer Data solely for the purpose of performing the Services hereunder.

4.6 Responsibilities, Representations and Warranties of the Customer.

(a) The Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, services, software and other materials (collectively, “Customer Equipment”) at the Customer’s location(s) necessary for accessing the Provider System.

(b) The Customer agrees to notify the Provider of any changes or maintenance to the Customer Equipment, including any internet service provider (ISP) changes, system configuration changes or any hardware or software upgrades, which may affect the Services provided hereunder.
Page 3 Confidential

(c) The Customer agrees that it will remain responsible for administering the security of the Customer Data, including the granting of rights of access to the Customer Data.

(d) The Customer represents and warrants that it has the right to enter into this Agreement and to allow the Provider to perform the Services.

(e) The Customer is solely responsible for providing, updating, uploading, modifying and maintaining the Customer Data.

4.7 Customer Indemnity Regarding Use of Services and Customer Data. The Customer shall be solely responsible for all inputs, selection and use of the Services and all Customer Data or other data transmitted, received or created using the Provider System, even if transmitted, received or created by someone else, and the Customer agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability which may result therefrom or from any breach by the Customer of this Agreement.

1.1 APPLICABLE LAW means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement.

1.2 CONFIDENTIAL INFORMATION of a Party means secret or confidential information which is not generally known to the public and may include, but is not limited to: (a) computer software, know-how, technical data, research, products, business or financial information, plans or strategies, business practices, operations, procedures, information respecting the customers, of such Party or of its representatives; (b) information which due to its nature, or the circumstances surrounding its communication, would be reasonably interpreted as constituting confidential information, including the terms and conditions of this Agreement; (c) any other information of any nature, and in any form, received from or belonging to such Party which is marked or identified as confidential; and

(d) proprietary or confidential information of a third party or supplied in confidence by a third party, including that of third party suppliers, in the possession of such Party; which is acquired by a Party in its performance or receipt of Services under this Agreement. Confidential Information does not include the following information: (a) information that can be shown is known to the recipient at the time of disclosure; (b) information that is available to the general public at the time of disclosure; (c) information that is disclosed to the recipient by reason by another person or entity having the right to disclose or publicize it; (d) information that is intentionally distributed without restrictions as to confidentiality by the disclosing Party.

1.3 CUSTOMER DATA means the software, files, pages, data, works, information and/or material on, displayed, linked or transmitted to, from or through the Provider System by the Customer.

1.4 FEES means the fees to be paid by Customer pursuant to this Agreement.

1.5 INTELLECTUAL PROPERTY RIGHTS means any intellectual or industrial property rights protected or protectable under the laws of Canada or any foreign country, whether by including any intellectual property rights protected by legislation (such as legislation governing copyrights, industrial designs, integrated circuit topographies, patents or trademarks) or by common law (such as confidential information and trade secrets).

1.6 ORDER means the order of one or more of the Services through the Site.

1.7 PARTY means a Party to this Agreement.

1.8 PROVIDER SYSTEM means the Provider’s private cloud infrastructure set up to host the Customer Data.

1.9 TERM means the Initial Term or any applicable Renewal Term.

Confidential

1.10 THIRD PARTY SOFTWARE means any software or application developed or owned by a third party provider. Third Party Software may include, but is not limited to, software that the Customer must use to access part of the Services and may include software from providers that the Provider may contract with from time to time.

2.1 Services. Datawalls offers a variety of hosting Services that are described more particularly on the Site. The Services may include, but are not limited to the following:

(a) Managed Virtual Private Server (“VPS”): A virtual private server isolates computing resources to permit the Customer to host sites and software applications in a cost-effective manner. The solution is installed, configured and fully managed by Datawalls.

(b) Managed Dedicated Server: A dedicated server permits the Customer to run multiple VPSs. The solution is also installed, configured and faully managed by Datawalls.

(c) Managed Dedicated Cluster: A dedicated cluster provides the Customer with high availability dedicated server access.

(d) Co-Location Services: Datawalls can migrate existing Customer servers to its datacenter to permit Customers to benefit from the use of a secure location, power, cooling and network equipment.

(e) Backup and Disaster Recovery Services: Backup and disaster recovery services can be used to ensure redundancy and security of data.

(f) Hosted Exchange for E-mail Accounts: Customers with Office 365 licenses may use Datawalls hosted exchange services.

2.2 Customization and Hardware Purchases. In addition to the Services that Datawalls makes available to Customers through the Site, you may request customized hosting Services that may include (but are not limited to) additional services such as the purchase of hardware, installation services, training services, maintenance and support (“Customized Orders”). If a request is made for a Customized Order, Datawalls will evaluate such request and provide you with an estimate for the Customized Order (“Estimate”) at the contact information you provide during the submission of such request. Upon the acceptance of the Estimate, Datawalls shall present the Customer with such additional Agreements or addendums to these Terms as necessary, which, upon acceptance, shall be incorporated into these Terms.

3.1 Fees and Payments. The Customer will be charged the fees applicable for the selected Services as described on the Site at the time of submitting an Order or accepting the terms of a Customized Order (“Fees”). Customer is responsible for all sales, use, consumption, value added, goods and services and similar taxes which are based upon its acquisition or use of the Services to be provided under this Agreement. Datawalls may adjust the Fees payable under these Terms by providing the Customer with at least thirty (30) days prior written notice of such adjustment.

4.1 Acceptable Use of Services. The Customer may not:
Page 2 Confidential

(a) use, or encourage, promote facilitate or instruct others to use the Services for any illegal, harmful or offensive use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful or offensive;

(b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;

(c) make network connections to any users, hosts, or networks unless the Customer has permission to communicate with them;

(d) distribute, publish, send or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising or solicitations (like ‘spam’), including commercial advertising and informational announcements

Datawalls reserves the right, but does not assume the obligation, to investigate any violate of this Section or misuse of the Services.

4.2 Lawful Purposes. The Customer shall only use the Services for lawful purposes. The Customer represents and warrants that it is and shall at all times be in compliance with all Applicable Law.

4.3 Registration Data. When ordering the Services, the Customer will be prompted to register for an account (“User Account”). Upon registering a User Account, the Customer agrees to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site or any additional Agreements or addendum provided for Custom Orders (“Registration Data”); (b) maintain the security of the Customer’s password; (c) maintain and promptly update the Registration Data, and any other information provided, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provided. The Customer is responsible for all activity on its User Account, including all use of the Customer Data or the activity performed through the Services through your User Account by an agent, representative, employee, or any other person acting on the Customer’s behalf. Individuals who register for a User Account on half of a company or organization expressly represent and warrant that they have the authority to bind such company or organization.

4.4 Bandwidth Speed and Usage Limits. Bandwidth speed and usage limits (“Limits”) will apply to the Services as described on the Site at the time of Order or acceptance of a Customized Order. Additional Fees may be charged for increased Limits. The Provider may amend such Limits or Fees upon providing thirty (30) days notice to the Customer.

4.5 Ownership of Customer Data and Intellectual Property; License. Customer shall own all right, title and interest, including, without limitation, all copyright, patent rights, trade secret rights, trade marks and any other proprietary right or interest, therein relating to the Customer Data. Provider shall execute and deliver such instruments and take such other steps as may be requested by Customer from time to time in order to give effect to the provisions of this Article. The Customer hereby grants to the Provider a limited, non-exclusive and revocable license to use the Customer Data solely for the purpose of performing the Services hereunder.

4.6 Responsibilities, Representations and Warranties of the Customer.

(a) The Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, services, software and other materials (collectively, “Customer Equipment”) at the Customer’s location(s) necessary for accessing the Provider System.

(b) The Customer agrees to notify the Provider of any changes or maintenance to the Customer Equipment, including any internet service provider (ISP) changes, system configuration changes or any hardware or software upgrades, which may affect the Services provided hereunder.
Page 3 Confidential

(c) The Customer agrees that it will remain responsible for administering the security of the Customer Data, including the granting of rights of access to the Customer Data.

(d) The Customer represents and warrants that it has the right to enter into this Agreement and to allow the Provider to perform the Services.

(e) The Customer is solely responsible for providing, updating, uploading, modifying and maintaining the Customer Data.

4.7 Customer Indemnity Regarding Use of Services and Customer Data. The Customer shall be solely responsible for all inputs, selection and use of the Services and all Customer Data or other data transmitted, received or created using the Provider System, even if transmitted, received or created by someone else, and the Customer agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability which may result therefrom or from any breach by the Customer of this Agreement.

5.1 Third Party Software. The Customer may be required to use Third Party Software to access and/or use some of the Services. We reserve the right to modify, change or discontinue any part of the Services that may require the use of such Third Party Software or any provided Third Party Software at any time, and you agree to cooperate in performing such steps as may be necessary to install any updates to the Third Party Software. The Third Party Software is neither sold nor distributed to you. If the Third Party Software is provided to you as part of the Services, you may use the Third Party Software solely as part of the Services. You may not use any provided Third Party Software outside of the Services. We may provide your personal information to third party providers as required to provide the Third Party Software. If the Third-Party Software is accompanied by or requires consent to a service or license agreement from the third-party provider, your use of the Third-Party Software is subject to such service or license agreement. You may not download, install, or use any Third Party Software that is accompanied by or requires consent to a service or license agreement from a third-party provider unless you first agree to the terms and conditions of such service or license agreement.

6.1 Service Level Agreement. The Provider offers an uptime guarantee of 99.95% (“Uptime Guarantee”) of available time per month.

6.2 Credits. In the event that the Provider fails to meet this Uptime Guarantee in a particular month (“Downtime”) (as solely determined by the Provider), the Customer may contact the Provider and request a credit of five percent (5%) of the Customer’s monthly hosting fees for that month. The provision of a credit will be subject to the terms of this Article. The credit may be used only for the purchase of further products and services from the Provider, and is exclusive of any applicable taxes.

6.3 Reporting Downtime. The Customer must report any Downtime to the Provider through the Provider’s help desk, available 24/7. The Customer must provide the necessary information and co-operation required by the Provider to enable the Provider to determine the cause of the problems. A support ticket will be opened and the Provider will subsequently investigate the reported Downtime. Upon receiving notice of Downtime, the Provider shall use best industry efforts to rectify the Downtime.

6.4 Exceptions. The Provider shall not be responsible for any Downtime to the extent that such Downtime results from any of the following: (a) the Services being modified or altered in any way at the Customer’s request;

(b) any interruptions resulting from defects or failures in or use of any third party services for which the Customer is responsible or any facilities provided or operated by or on behalf of the Customer; (c) incomplete, inaccurate information provided by the Customer to the Provider; (d) any delay or failure in complying with any of the

Page 4 Confidential

Customer’s obligations under this Agreement; (e) time taken during the Planned Service Interruptions (defined below), as provided in this Agreement; (f) regulatory events; or (g) any Force Majeure event under this Agreement.

6.5 Sole Remedy. In the event that the Customer is dissatisfied with the Service, the Customer’s sole remedies are those listed in the SLA and in this Article 6, or termination of this Agreement in accordance with Article 10 below.

7.1 Planned Service Interruptions. Notwithstanding the Uptime Guarantee contained in Section 6.1 above, while the Services will be provided with redundant hardware, the Provider may, upon reasonable notice, interrupt the Services between midnight and 6:00 AM, Toronto, Ontario time, to perform planned maintenance on the Provider’s equipment (“Planned Service Interruption”).

7.2 Exigent Circumstances. The Provider may also interrupt the Services on an exigent basis, as minimally required to repair and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by the effects of security breaches, virus attacks, denial of service attacks and other intentional interferences by third parties. The Provider will exercise reasonable efforts to inform the Customer before interrupting the Services to effect the said repairs. Repairs resulting from exigent circumstances as outlined in this Section shall be considered Planned Service Interruptions for the purposes of this Agreement.

7.3 Support. For all Services, the Provider will provide the Customer with basic helpdesk support through an online ticketing system (“Basic Support”). Basic Support is available twenty-four (24) hours a day, seven (7) days a per week (“24/7”). The Provider will use best efforts to respond to any Basic Support requests within twenty-four (24) hours. Additional support and/or support response time options may be available for certain Services as more particularly described on the Site. Additional fees may apply.

7.1 Planned Service Interruptions. Notwithstanding the Uptime Guarantee contained in Section 6.1 above, while the Services will be provided with redundant hardware, the Provider may, upon reasonable notice, interrupt the Services between midnight and 6:00 AM, Toronto, Ontario time, to perform planned maintenance on the Provider’s equipment (“Planned Service Interruption”).

7.2 Exigent Circumstances. The Provider may also interrupt the Services on an exigent basis, as minimally required to repair and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by the effects of security breaches, virus attacks, denial of service attacks and other intentional interferences by third parties. The Provider will exercise reasonable efforts to inform the Customer before interrupting the Services to effect the said repairs. Repairs resulting from exigent circumstances as outlined in this Section shall be considered Planned Service Interruptions for the purposes of this Agreement.

7.3 Support. For all Services, the Provider will provide the Customer with basic helpdesk support through an online ticketing system (“Basic Support”). Basic Support is available twenty-four (24) hours a day, seven (7) days a per week (“24/7”). The Provider will use best efforts to respond to any Basic Support requests within twenty-four (24) hours. Additional support and/or support response time options may be available for certain Services as more particularly described on the Site. Additional fees may apply.

7.1 Planned Service Interruptions. Notwithstanding the Uptime Guarantee contained in Section 6.1 above, while the Services will be provided with redundant hardware, the Provider may, upon reasonable notice, interrupt the Services between midnight and 6:00 AM, Toronto, Ontario time, to perform planned maintenance on the Provider’s equipment (“Planned Service Interruption”).

7.2 Exigent Circumstances. The Provider may also interrupt the Services on an exigent basis, as minimally required to repair and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by the effects of security breaches, virus attacks, denial of service attacks and other intentional interferences by third parties. The Provider will exercise reasonable efforts to inform the Customer before interrupting the Services to effect the said repairs. Repairs resulting from exigent circumstances as outlined in this Section shall be considered Planned Service Interruptions for the purposes of this Agreement.

7.3 Support. For all Services, the Provider will provide the Customer with basic helpdesk support through an online ticketing system (“Basic Support”). Basic Support is available twenty-four (24) hours a day, seven (7) days a per week (“24/7”). The Provider will use best efforts to respond to any Basic Support requests within twenty-four (24) hours. Additional support and/or support response time options may be available for certain Services as more particularly described on the Site. Additional fees may apply.

managed-it-services-cloud-services-managed-dedicated-services-managed-it-services-toronto

Support Desk

Contact Us - Datawalls

Live Chat

managed-it-services-cloud-services-managed-dedicated-services-managed-it-services-toronto

Open a Ticket