Modified:  April 2nd, 2018

The provisions set out in these terms of service (“Terms of Service”) below apply to and govern (a) the provision of the Services defined below by Affinio Inc. (“Affinio”, “we”, “us”), and (b) your (“Client”, “you”, “your”) access to and use of the Services.  These Terms of Service are effective as of the date you subscribe to the Services and have signed an applicable Order Form (the “Effective Date”).  

By accessing and using the Services, Client is accepting and agreeing to be bound by these Terms of Service.  “Client”, “you”, “your” or similar means the person or legal entity accessing or using the Services.

Affinio reserves the right at any time to update and change these Terms of Service, in our sole discretion.  We will change the “Modified” date above when we have done so. Continued use of the Services after any changes have been made will constitute your acceptance and consent to such changes.  Client is responsible for regularly reviewing these Terms of Services.

The parties agree as follows:


Client” means the corporate entity which has signed an Order Form.

Client Data” means electronic data and information submitted by or for Client to the Services.

Content” means information obtained from third party content providers which, when processed by the Services, form the basis of Reports.

Malicious Code” means code, files, scripts, agents or programs including, for example, viruses, worms, time bombs, infected files and Trojan horses or other computer programming routines that are intended to or reasonably may damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another.

Order Form” means an ordering document, including any addenda and supplements thereto, specifying the Services to be provided hereunder that is entered into between Client and Affinio.  

Personal Data means any information relating to an identified or identifiable natural person.

Reports” means the results, in graphical or report form, made available to the Client as a result of the processing undertaken by the Services utilizing the Client Data.

Services” means the web-based software-as-a-service application, data analysis, application programming interfaces and related algorithms and processes that are ordered by Client under an Order Form and made available online by Affinio. “Services” excludes Content, Third Party Services and Reports.

Terms of Service” means these Terms of Service and any exhibits, schedules and addenda attached to or incorporated by reference hereto.  

“Third Party Services” means a software application provided by a third party services provider which is authorized by the Client to interoperate with the Service.

User” means a natural person who is authorized by Client to use the Services, for whom Client has purchased the Services, and to whom Client has supplied a user identification and password.  Users may include employees, consultants, contractors and agents of Client, and third parties with which Client transacts business. A User does not include (i) an entity unaffiliated with Client or (ii) an automated process.



2.1 Subscription to Services. Affinio hereby grants to Client a subscription to use and access the Services in accordance with these Terms of Service and the applicable Order Forms.

2.2 Service Restrictions. Client will not, directly or indirectly, and will not permit any User to:

(a) use the Services other than as permitted by these Terms of Service;

(b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, syndicate, offer on a service bureau, rental or managed service basis, create links to, frame or mirror on any other server or other device, or otherwise commercially exploit or make the Services available to any third party, except as expressly permitted by these Terms of Service;

(c) use the Services to upload, collect, transmit, store, use or process any content, data or information (excluding any content, data, or information contained in any Reports that is not, in each case, provided by Client) that: (i) Client does not have the lawful right to upload, collect, transmit, store, use, or process, as applicable; (ii) would violate any confidentiality or fiduciary obligations of Client with respect to such content, data, or information if so uploaded, collected, transmitted, stored, used, or processed, as applicable; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of privacy or publicity); (iv) is tortious, defamatory, obscene, or offensive; or (v) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;

(d) use the Services to send, store, publish, post, upload or otherwise transmit any Malicious Code;

(e) attempt to gain unauthorized access to the Services or its related systems or networks;

(f) use or permit the use of any security testing tool, robot, spider, crawler, scraper, any other automatic software, camera or other device, or manual process in order to probe, scan or attempt to penetrate or ascertain the security of, or otherwise monitor or copy, the Services;

(g) access the Services for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services;

(h) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services;

(i) provide any Personal Data to Affinio, except to the extent necessary for Affinio to provide the Services and, in such event, Client represents that it has the right to provide such information in accordance with applicable law, Client’s privacy policies and any agreements with, or under consent from, any person to whom such Personal Data applies;

(j) encourage, assist or permit any individual User within Client’s organization to share such User’s login information with any other party or to allow any third party to access the Services through such individual User’s account; or

(k) interfere with, disrupt, impede, disable, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any features or functionality of the Services, including, without limitation, any mechanism used to restrict or control the functionality of any software protection or monitoring mechanisms of the Services.

2.3 Limitation, Suspension or Termination of Access. Without limiting any other rights or remedies of Affinio pursuant to these Terms of Service, Client agrees that certain circumstances may require Affinio to suspend, terminate or limit (as appropriate and as determined in Affinio’s sole discretion) Client’s access to or use of the Services, or any component thereof, without notice in order to: (a) prevent any misuse or abuse of the Services; (b) prevent any damage to, or degradation of the integrity of Affinio’s systems or property; (c) comply with any law, regulation, court order, or other governmental request or order; or (d) otherwise protect Affinio from potential legal liability or harm to its reputation or business.  Client agrees that Affinio shall not be liable to Client for limiting or terminating Client’s access to the Services as provided above.



3.1 Client Responsibilities. Client will (a) be responsible for Users’ compliance with these Terms of Service, (b) be responsible for the accuracy, quality and legality of Client Data and the means by which Client acquired Client Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Reports, and notify Affinio promptly of any such unauthorized access or use, (d) access and use Services and Reports only in accordance with these Terms of Service, Order Forms, applicable laws and regulations, and applicable industry guidelines and principles and (e) comply with terms of service of any Third Party Services with which Client uses the Services.  

3.2 Internet Access. The Services are accessible via the Internet. Client agrees to provide all hardware, web-browsers and Internet connectivity required to access the Services.



4.1 . Provision of Services.  Affinio will make the Services available to Client pursuant to these Terms of Service and the Order Forms. Affinio shall maintain appropriate administrative, physical, and technical safeguards providing for the security, confidentiality and integrity of Client Data.  Affinio shall not (a) modify Client Data, (b) disclose Client Data except in accordance with the provisions of the section entitled “Confidential Information” or as expressly permitted in writing by the Client; (c) access Client Data except in accordance with this Agreement and in order to provide the Services or (d) use Client Data other than to provide the Services

4.2 Compliance with Laws. Affinio will provide the Services in compliance with all applicable laws, subject to Client’s access to and use of the Services in accordance with these Terms of Service, Order Forms, applicable laws and regulations and applicable industry guidelines and principles.

4.3 Client Promotion.  Affinio may publicize its relationship with Client.  Client grants to Affinio a time-limited, revocable, nonexclusive license to display Client’s trademark on Affinio’s website.



5.1 Reservation of Rights in the Services. The parties acknowledge and agree that at all times Affinio is the owner of the Services and retains all rights, title and interest in and to the Services, including any and all updates, modifications, customizations, translations, derivative works, adaptations and copies thereof, irrespective of the manner of creation or the medium or form in which they may exist.  

5.2 Ownership of Reports.  The parties acknowledge and agree that Client is the owner of the Reports, and Affinio has no right to reuse or resell Reports generated by Client through the use of the Services in accordance with these Terms of Services. Notwithstanding the foregoing: (a) Affinio retains the right to generate and provide reports to third parties, that, in whole or in part, have the same content as any of the Reports, based on identical or similar input data provided by the third party; (b) Reports will only be accessible via the Services for as long as Client maintains its subscription with Affinio; and (c) Client grants Affinio a transferrable, sublicenseable, royalty-free, fully paid-up, worldwide license to copy, use, reproduce, modify, develop, access, collect and store the Reports solely for the purpose of providing the Services.

5.3. License to Host Client Data.   Client grants Affinio a worldwide, limited-term license to host, copy and transmit the Client Data.

5.4.  Client Feedback.  Client grants to Affinio a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or Users relating to the operation of the Services.



6.1 Third Party Services. Affinio utilizes Third Party Services in offering Services to Client.  Client acknowledges that the ability to use Third Party Services requires Client, and Client agrees, to provide Affinio with accurate and up-to-date information reasonably requested by Affinio in connection therewith.  Client further agrees that, if applicable, it will maintain an active account in good standing with the relevant Third Party Services, and that in certain instances, use of Affinio’s services will require access to and use of such accounts.  Affinio will not be liable for any delay or mistake caused by Client’s failure or delay in providing requested information or failure of Client to maintain such an account. Each party hereto shall be solely responsible for any fees that it owes to a Third Party Service.

6.2 Third Party Services Data Sharing.  Client acknowledges and agrees that Affinio may share Confidential Information of Client with the Third Party Services solely as necessary to provide access to and use of the Third Party Services.  The Third Party Services may also provide Client data to Affinio, and Client hereby consents to Affinio’s access thereto. Affinio is not responsible for any disclosure, modification or deletion of Confidential Information resulting from access by such Third Party Services.

6.3 Third Party Services Terms and Requirements. Client acknowledges and agrees that Third Party Services may impose requirements and cause delays that are beyond Affinio’s control. Further, participation in Third Party Services is subject to the terms and conditions and privacy, advertising and marketing policies promulgated by the applicable Third Party Services.  Affinio does not warrant the Third Party Services and will not be liable for any delay, failure or error caused by the acts or omissions of Third Party Services, or for the acts or omissions required pursuant to Third Party Service’s terms and conditions and privacy, advertising and marketing policies. Affinio does not provide training services or support in connection with the Third Party Services.


  1. FEES  

7.1 Fees. Client will pay to Affinio the fees and other charges set out in the applicable Order Forms (the “Fees”).

Unless otherwise set out in the applicable Order Form, Client will pay all Fees in accordance with the following provisions:

(a) all Fees will be invoiced to Client, and Client agrees to pay all amounts invoiced;

(b) invoices issued to Client are due and payable within 30 days of the date of the applicable invoice;

(c) interest will be charged on outstanding overdue balances at a rate of 12% per annum or the maximum allowable by law, whichever is less;

(d) quantities purchased cannot be decreased during the subscription term;

(e) Fees are non-refundable except as otherwise provided herein; and

(f) Client may not withhold or “set-off” any amounts due under these Terms of Service.

7.2 Suspension of Service.  If any Fee owing by the Client is 30 days or more overdue, Affinio may, without limiting any other rights and remedies, suspend the Services until the amounts are paid in full.

7.3 Taxes. The Fees do not include, and Client will pay, indemnify and hold Affinio harmless from, all sales, use, gross receipts, value-added, GST/HST, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Service or the applicable Order Form, other than taxes based on the net income or profits of Affinio. If Affinio has the legal obligation to pay or collect taxes for which the Client is responsible, the appropriate amount shall be invoiced to and paid by the Client unless the Client provides Affinio with a valid tax exemption certificate authorized by the appropriate taxation authority.


8.1 Terms of Service.  These Terms of Service commence on the Effective Date and continue until all Order Forms hereunder expire or have been terminated.

8.2 Subscriptions.  The term of each subscription shall be as specified in the applicable Order Form.  Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one-year periods unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant subscription term.

8.3 Termination.

(a) In addition to any other termination right set out in these Terms of Service, either party has the right to, and may, terminate all Order Forms, along with these Terms of Service, upon notice to the other party:

(i) if the other party commits a material breach of any provision of these Terms of Service or an Order Form and, if capable of being cured, does not cure such breach within ten days after receiving notice from the non-breaching party of such breach; or

(ii) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by the other party, or the filing of a petition in bankruptcy by or against the other party.

(b) Affinio may terminate the applicable Order Form, along with these Terms of Service, upon notice to Client in the event that Affinio’s ability to support or offer the Services or any part thereof is impeded by the actions of one or more third parties.

(c)  If Client terminates these Terms of Service pursuant to Section 8.3(a) (i) or if Affinio terminates these Terms of Service pursuant to Section 8.3(b), Affinio will refund to Client a pro-rated portion of Fees paid by Client but not used.

8.4 Consequences of Termination. Upon termination or expiration of these Terms of Service, Client will immediately cease all access to and use of the Services and Affinio will deactivate Client’s access to the Services.






10.1 Indemnification by Affinio. Subject to Section 10.2 below, Affinio will indemnify and defend Client, its present and future officers, directors, employees, agents, licensors, and suppliers, from any and all damages, expenses, costs or losses suffered by Client, as finally awarded against Client by a court of competent jurisdiction (“Client Losses”), including any reasonable outside attorneys’ fees and court costs incurred by Client in respect of the foregoing, that are solely and directly attributable to any claim, proceeding, or suit brought by a third party against Client alleging that Client’s receipt of the Services infringes any validly issued patent or copyright (“Claim Against Client”). If Affinio receives information about an infringement claim related to the Services, Affinio may in its sole discretion and at no cost to the Client: (i) modify the Services so that they are no longer claimed to infringe, or (ii) terminate Client’s subscriptions upon 30 days’ written notice and refund Client any prepaid fees covering the remainder of the term of the terminated subscriptions.

10.2 Affinio will have no obligation under Section 10.1 in respect of any Client Losses or Claim Against Client to the extent that such Client Losses or Claim Against Client arises out of or is based upon: (i) receipt of the Services in combination with products or services not provided by Affinio if such infringement would not have arisen but for such combination; (ii) any part of the Services that is provided in accordance with any technical designs, requirements, or specifications required by or provided by the Client, if the alleged infringement would not have arisen but for the compliance with such technical designs, requirements, or specifications; (iii) receipt of the Services by Client for purposes not intended by or in violation of these Terms of Service; or (iv) any modification of the Services not made or authorized in writing by Affinio where such infringement would not have occurred absent such modification.  Affinio will have no obligation under Section 10.1 for Claims Against Client or Client Losses arising out of or based on Content, Client’s use of the Reports in breach of applicable laws, or a Client’s breach of these Terms of Service or any Order Form.

10.3 Indemnification by Client. Client will indemnify and defend Affinio, its present and future officers, directors, employees, agents, licensors, suppliers and any third party service providers to the Services from any and all damages, expenses, costs or losses suffered by Affinio, as finally awarded against Affinio by a court of competent jurisdiction (“Affinio Losses”), including any reasonable outside attorneys’ fees and court costs incurred by Affinio in respect of the foregoing, that are solely and directly attributable to any claim, proceeding, or suit brought by a third party against Affinio, resulting from any violation of these Terms of Service or any Order Form by Client (“Claim Against Affinio”).  Notwithstanding the foregoing, Client shall not be obligated to indemnify Affinio for any act or omission of Affinio that constitutes negligence or breach of a duty imposed on Affinio by applicable law.

10.4 Procedure. (i) The indemnitee shall give the indemnitor prompt written notice of any Claim; (ii) the indemnitee shall give the indemnitor full and complete control over the defense and settlement of the Claim; (iii) the indemnitee shall provide assistance, at the indemnitor’s sole cost, in connection with the defense and settlement of the Claim as the indemnitor may reasonably request; and (iv) the indemnitee will not settle any Claim without the indemnitor’s prior written consent, such consent not to be unreasonably withheld.

10.5 Exclusive Remedy.  This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.



11.1 Direct Damages.  Neither party’s total liability to the other party will exceed the sum of all fees paid by Client for the Services in the immediately preceding twelve months. This section will apply irrespective of the nature of the cause of action, demand or claim, including breach of contract (including fundamental breach), negligence, tort, or any other legal or equitable theory; provided, however, that this section will not apply to Client’s obligation to pay fees or taxes under the applicable agreement(s).

11.2 Consequential and Related Damages. To the extent permitted by applicable law, neither Affinio nor Client and their respective Affiliates, directors, officers, employees and agents will be liable for any indirect, special, exemplary, incidental, cover or consequential damages or damages for loss of business profits, revenues or good will; business interruption; loss of business information or other pecuniary loss; lost data; loss of computer time; failure to realize expected savings; and any other commercial or economic loss of any kind, irrespective of whether the party has advance notice of the possibility of such damages.



12.1 Definitions.  For purposes of this Section 12, “Confidential Information” of a party means all information of such party that is disclosed by such party to the other party or obtained by the other party in connection with the applicable Order Form or these Terms of Service and is either marked as “confidential” or “proprietary” or is information that a reasonable person would understand to be confidential or proprietary; provided, however, that a party’s Confidential Information does not include: (a) information already known or independently developed by the other party outside the scope of the applicable Order Form or these Terms of Service by personnel not having access to any  Confidential Information of such party; (b) information that is publicly available through no wrongful act of the other party, or (c) information received by the other party from a third party who was free to disclose it without confidentiality obligations.

12.2 Covenant.  Affinio and Client hereby agree that during the Term and at all times thereafter it (the “Recipient”) will not: (a) disclose any Confidential Information of the other party (the “Discloser”) to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve; (b) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under the Order Form(s) or these Terms of Service; or (c) alter or remove from any Confidential Information of the Discloser any proprietary legend. The Recipient will use at least the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event will less than due diligence and reasonable care be exercised. Notwithstanding anything in this Section 12, the Recipient may disclose the Discloser’s Confidential Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under the applicable Order Form or these Terms of Service or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure (to the extent legally permissible) and reasonably cooperates with the Discloser to seek an appropriate protective order if required by the Discloser.

12.3 Injunctive Relief.  Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief will be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.


13.1 Modification and Waiver. These Terms of Service may not be modified unless agreed to in writing by both Client and Affinio. Any consent to or waiver of a breach by a party, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision hereof will be deemed waived and no breach excused.

13.2 Interpretation. The division of these Terms of Service into Articles and Sections, and the insertion of headings, are for convenience of reference only and will not affect the construction or interpretation of these Terms of Service. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. Where the words “including”, “include” or “includes” are used in these Terms of Service, they mean “including (or include or includes, as applicable) without limitation”. The language used in these Terms of Service is the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

13.3 Assignment. Client may not assign these Terms of Service or any of Client’s rights or obligations hereunder, in whole or in part, without the prior written consent of Affinio.  Affinio may assign these Terms of Service or any of Affinio’s rights or obligations hereunder, in whole or in part, without Client’s consent. Any purported assignment in violation of this Section 13.3 shall be null and void.

13.4 Governing Law. These Terms of Service will be governed by and construed in accordance with the internal law of the State of New York and the federal laws of the United States of America applicable hereto without reference to conflict of laws provisions. The parties hereby irrevocably attorn to the exclusive jurisdiction and venue of the state and federal courts sitting in the County of New York, State of New York over any dispute arising hereunder.  The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, as amended, replaced or reenacted from time to time.

Affinio and Client agree that, unless prohibited by law, any proceedings to resolve or litigate any dispute arising hereunder will be conducted solely on an individual basis, and that Client will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Client acts or proposes to act in a representative capacity. Client further agrees that, unless prohibited by law, no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Affinio and all parties to any such proceeding. Client hereby waives any right it may have to a trial by jury.

13.5 Severability. If any part of these Terms of Service is held to be unenforceable or invalid, it will be severed from the rest of these Terms of Service, which, along with each applicable Order Form, will continue in full force and effect.

13.6 Force Majeure. Affinio will have no obligation to provide Services, and will not be liable to Client, to the extent and for the period that Affinio is prevented from doing so by reason of any cause beyond its reasonable control, including, without limitation, acts of God, the inability to use or the failure of any third-party telecommunications carrier, the unavailability of any other third-party supplied products or services, the complete or partial unavailability of data from third parties for any reason, or for network, systems, or infrastructure outages or latencies.

13.7 Entire Agreement. These Terms of Service and any schedules or other documents referred to herein together with all applicable Order Forms, constitute the entire agreement between the parties relating to the Services and supersede all prior and contemporaneous written and oral agreements, representations and other communications between the parties, and will inure to the benefit of and be binding upon each of Client and Affinio and their respective successors and permitted assigns. The parties agree that any term or condition stated in a Client purchase order or other Client order documentation is void.  In the event of any conflict or inconsistency between the Order Form and these Terms of Service, the applicable Order Form shall govern.

13.8 Survival. The sections entitled “Client Promotion”, “Taxes”, “Reservation of Rights In Services”, “Ownership of Reports”, “Consequences of Termination”, “Disclaimers”, “Indemnification”, “Limitation of Liability, “Confidential Information” and “General”, and Client’s obligation to pay any amounts or fees due and payable hereunder will survive the termination or expiry of these Terms of Service.

13.9 Notice. Any notice, consent or approval required or permitted to be given in connection with these Terms of Service (in this Section referred to as a “Notice”) will be in writing and will be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery) or transmitted to the applicable contact person and address identified in the applicable Order Form or, if Notice is being given to Affinio:  

General Counsel

2737 Joseph Howe Drive, 2nd Floor Business Centre,

Halifax, Nova Scotia, B3L 4G7


or emailed to:

Any Notice delivered or transmitted to a party as provided above will be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt.  However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a business day then the Notice will be deemed to have been given and received on the next business day.

13.10 Anti-Bribery. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms of Service.

13.11 Export Compliance. Client will not permit any User to access or use the Service in a country named on Canada’s Area Control List under Canada’s Export and Import Permits Act, in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea), or in violation of any Canadian or U.S. export law or regulation.

13.12 Relationship of the Parties.  The parties are independent contractors.  The Terms of Service does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.13 Counterparts.  The Terms of Service may be executed electronically and in counterparts.