AirFrameIP Terms of Service

Version: 1.1
Last updated: July 26, 2025

Please read these AirFrameIP terms and conditions of use and service carefully. THESE TERMS OF SERVICE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS PAGE (THE “SITE”). ALWAYS CHECK THE “LAST UPDATED” DATE ABOVE.

These Terms of Service, which may include Order Forms, schedules, exhibits, addenda and statements of work (“SOWs”) referred to or linked to or incorporated herein (the “Terms”), create an agreement between the company, organization, legal entity or legal person provided upon Platform registration or listed on the Order Form (“Customer”, “You” or “Your” and terms of similar meaning) and In House IP Inc. (“In House IP Inc.”, “We”, “Our” or “Us” and terms of similar meaning) regarding Your access to and use of any AirFrameIP platform (“Platform”) and receipt of consulting, training, professional and/or other services (collectively, “Services”). All users must agree to these Terms before using the Platform and Services.

If You are an individual agreeing to these Terms, You agree that these Terms apply to You as a User; additionally, if You are agreeing to these Terms on behalf of a company, organization, other legal entity or legal person, You represent that You have the authority to bind that entity and its affiliates, and its and their respective employees, agents, delegates, representatives and any other individuals that have been authorized by You to access and use the Platform and receive the Services (“Users”), to these Terms. If You do not agree with the Terms or if You do not have such authority, You must not accept an Order Form (as applicable) and Customer and Users will not be permitted to access, receive and use the Platform and Services.

 1. Orders, Fees and Payments

a. You may from time to time submit orders for Platform and Services in an order form (an “Order Form”) and those terms and conditions are incorporated into these Terms by reference. An Order Form and these Terms will be deemed to be accepted by You by: (i) You signing the Order Form; or (ii) You (or an User) registering for an account to access or use the Platform; or (iii) You (or an User) otherwise access or use the Platform (the “Order Effective Date”).

b. You will pay Us all fees as set out in an Order Form (the “Fees”). Fees for Platform are payable regardless of Your actual usage of the Platform.

c. You will be responsible for all applicable taxes or other charges imposed by any governmental authority, relating to: (i) Us providing; or (ii) Your access, receipt and use of the Platform and Services. If We are obligated to collect or pay taxes for which You are responsible, You will pay Us the appropriate amount unless You provide Us with a valid tax exemption certificate. We reserve the right to gross up the Fees for the Platform and Services in an invoice if a withholding prevents Us from receiving the actual amount specified in an invoice. You are solely responsible for determining and remitting any taxes or duties that may apply to You as the customer of record. We are not liable for any withholding or customs compliance unless otherwise agreed in writing. Customer is solely responsible for ensuring compliance with all applicable tax and reporting obligations in their jurisdiction.

d. You will have access to and use of the Platform starting from the Order Effective Date. Unless mutually agreed in writing otherwise, all invoices are due upon receipt and must be paid within 30 days. If payment is not received on time, we may, after providing notice and allowing a reasonable period to cure the non-payment, suspend Your access to the Platform and/or any related Services. Any such suspension shall not relieve You of Your obligation to pay amounts due.

e. Any travel or out-of-pocket expenses required in connection with the Services will be specified and agreed upon in the applicable Order Form. No such expenses shall be incurred or charged without Your prior written approval.

2. Term and Termination

a. These Terms take effect on the Order Effective Date and will remain in effect until the end of the initial licensing term set out in the applicable Order Form or SOW (the “Initial Licensing Term”). These Terms may be renewed for additional periods (each, an “Extended Term”, and together with the Initial Licensing Term, the “Access Term”) upon mutual agreement in writing through other SOW’s for each new project. Any renewal will be governed by the AirFrameIP Terms of Service in effect at the time of renewal and the applicable Fees communicated in a SOW and associated invoice or other written notice from Us to You. You remain responsible for payment for access to the Platform and Services through the end of the Licensing Term, regardless of when notice is provided.

b. In the event of a breach of these Terms by either party that remains uncured for 20 business days, the non-breaching party may immediately terminate these Terms.

c. Upon termination of these Terms for any reason whatsoever, You will pay all outstanding Fees owing to Us and We will not have any obligation to refund any Fees that You may have already paid to Us.

3. Use of the Platform

a. As of the Order Effective Date, We grant You a limited, non-exclusive, non-transferable and non-assignable, worldwide right to access and use (and permit Users to access and use) the Platform for Your internal business use during the Licensing Term and only as permitted by these Terms.

b. Unless otherwise provided in these Terms, You will not: (i) resell, distribute, or use the Platform on a timeshare, outsourced, or service bureau basis; (ii) provide access to the Platform to a third party (other than to Users of Your legal affiliate or other agents acting on Your behalf); (iii) modify, reproduce, duplicate, deconstruct or reverse engineer the Platform or create derivative works of the Platform (unless Your Order Form so indicates; and in which case, the creation and use of such derivative works will be for Your sole benefit); (iv) use the Platform to interfere with or disrupt the integrity or performance of the Platform or the content contained therein.

c. Any rights not explicitly granted in these Terms are strictly reserved by Us and You will not use the Platform except in the manner as expressly granted herein. From time to time, We reserve the right to review Your usage of the Platform to determine Your compliance with these Terms.

f. Your use of the Platform is subject to limits and restrictions as more specifically set out in an Order Form (e.g. number of Users, technical requirements etc.).

e. You acknowledge and agree that any content that We make available for You through access to the Platform does not constitute legal or other professional advice and that You should seek such advice as required. 

f. Notwithstanding anything else in these Terms, We grant You a non-exclusive, non-transferable, worldwide, perpetual license to use, reproduce, adapt, and internally distribute any templates, checklists, worksheets, or other downloadable content provided through the Platform (collectively, “Downloaded Content”), strictly for Your internal business purposes. This license does not permit You to sublicense, publicly distribute, or sell the Downloaded Content or any derivative works thereof. For certainty, this license survives termination or expiration of the Licensing Term.

4. Services

a. We may provide You with Services as set out in an Order Form and a SOW (or a Change Order to a SOW). A SOW may be required for each project, set of Users, and may specify, among other things, the purpose and scope of the project, the number of Users, the responsibilities of each party, assumptions, deliverable(s) (if any), applicable fees and payment terms and any other specific requirements. In some instances, We may not commence providing Services to You unless a SOW has been agreed to by You and Us.

b. We may provide the Services remotely or, subject to Section 1.e, at a location of Your choosing.

c. You acknowledge and understand that the design measures We have implemented in relation to the Services, Platform and Your Access, We do not have access to any of Your Confidential information.

d. Either You or We may request additions, deletions or amendments to the Services in a SOW (“Change”). A Change must be requested in writing signed by an authorized representative of the party requesting the Change (“Change Request”). We will not have an obligation to perform, and You will not have an obligation to pay for, Services related to any Change unless You and We have agreed to the Change in writing. If You request a Change, We will evaluate the request and, whether You or We requested a Change, We will provide You with a written estimate of the cost, if any, of the requested Change and any additional terms and conditions related to such Changes. Upon Your approval of the cost estimate and any such additional terms and conditions, You and We will enter into a change order document amending the applicable SOW (a “Change Order”).

e. In the event of a conflict between or among the provisions of these Terms and the specific provisions set forth in a SOW (including a Change Order), the provisions of such SOW will take precedence over these Terms only if such provisions specifically reference the provisions of these Terms that are in conflict or superseded.

f. You agree that We may contact You via e-mail or otherwise with information relevant to Your use of the Services and Your payment obligations.

5. Your Responsibilities

a. In exchange for Us providing You with access to and use of the Platform and the Services, You shall:

i. Be fully responsible for Your Users’ compliance with these Terms;

ii. not share with Us any Confidential Information; 

iii. be fully responsible for Your Confidential Information which We do not have any access to;

iv. at all times maintain commercially reasonable and appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Confidential information, which remains solely under Your control and is not accessed or processed by Us;

v. be responsible for the accuracy, quality, integrity and legality of any materials you generate and rely upon in connection with the Platform and Services, including any use of adaptation of Downloaded Content;

vi. protect and securely manage account/user names, password(s), other login information and customer keys (if any) to prevent the unauthorized access to the Platform and You will promptly notify Us in the event of an unauthorized access to the Platform;

vii. if applicable, install all updates to the Platform in a timely fashion, as provided by Us; and

viii. be responsible for procuring and maintaining the Internet and mobile telecommunications network connections that connect Your Users and network to the Platform.

b. You acknowledge and agree that the Platform and Services are designed such that You retain full control and custody over any confidential, proprietary or sensitive information (“Confidential Information”), and that We do not access, collect, process, or store any such information. You shall not upload, transmit, or otherwise make available to Us any Confidential Information through the Platform, email, support requests, or any other communication channels. You further acknowledge and agree that:
    (i) any Confidential Information that is inadvertently or improperly submitted to Us will not be subject to any obligation of confidentiality by Us; and
    (ii) We disclaim all responsibility for any loss, misuse, or unauthorized disclosure of such information.
It is solely Your responsibility to ensure that no Confidential Information is shared with Us.

c. You acknowledge and agree that:
(i) You are solely responsible for any customization, use, or reliance on Downloaded Content and must ensure that any use is appropriate for Your legal, business, or regulatory context;
(ii) Downloaded Content is provided as general educational material only and does not constitute legal advice or establish an attorney-client relationship;
(iii) You may not publish, sublicense, or commercially redistribute the Downloaded Content or any derivative works based on it, unless expressly authorized in writing by Us.

6. Changes

a. We may update these Terms from time to time. If You do not agree with the changes, You can cancel the Services, stop using the Platform without further obligation, except for the payment of any amount due for any outstanding Services, and terminate these Terms. Any changes or modifications to these Terms will be effective immediately upon posting of the revisions on the Site, and Your continued use of the Services and Platform after such time will constitute Your acceptance of such changes or modifications. You should from time to time review the Terms to understand the terms and conditions that apply to Your use of the Services and Platform. The Terms will always show the ‘Last Updated’ date at the top. 

b. We may, at Our discretion, enhance or modify the Platform from time to time and We will provide You with reasonable notice of any material modifications: (i) at the email address You provided upon Platform registration or listed on Your Order Form; (ii) by posting a notice to this Site; or (iii) by posting a notice in the Platform. Notwithstanding the foregoing, We may at any time modify or discontinue features of the Platform to comply with applicable laws and regulations and accordingly, We will not be liable to You or to any third party for any modification or discontinuation of the Platform in order to comply with applicable laws and regulations.

c. We may use a third-party vendor to host the Platform, provide context aware guidance in the Platform, provide additional services, or provide feedback to Us in relation to Your use of the Platform. We may change certain elements of the hosting services or such third-party vendors from time to time. You acknowledge and agree that the Platform and any third-party services used to support or host the Platform are not intended to receive, process, or store any Confidential Information. You must not use any communication, feedback, or support channels associated with the Platform or Us to transmit Confidential Information. Any such information submitted to Us will not be treated as confidential, and We disclaim all liability arising from the receipt or misuse of such improperly submitted information.

7. Warranty and Warranty Disclaimer

a. Although We will make Our best effort to deliver functioning Platform and an acceptable Service, We do not warrant that the Platform, the Services or any content, including any third-party content, provided will be error free, accurate, complete, up-to-date or satisfy all Your requirements. You acknowledge and accept that all content is provided on an as-is basis. Furthermore, you acknowledge and agree that We have no liability for Your acts or omissions attributable to any use of the Platform, including its content.

b. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES OR THE SITES, OR THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

8. Limitation of Liability

a. Neither Party will be liable to the other in connection with any single event or series of related events for any punitive, exemplary, special, incidental, indirect or consequential loss or damage including, but not limited to, loss of profits, loss of revenue, failure to realize expected savings, loss of data or other commercial or economic loss of any kind even if either party has been advised of the possibility of these losses or damages, and regardless of the form of action, whether in contract or in tort, or based upon any other legal or equitable theory.

b. OUR MAXIMUM AGGREGATE LIABILITY TO YOU RELATED TO OR IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO US UNDER THE INVOICE GIVING RISE TO THE PROVEN CLAIM. 

c. THIS FOREGOING LIMITATION OF LIABILITY IS IN THE AGGREGATE AND NOT PER INCIDENT.

d. You acknowledge that We have set Our Fees and entered into these Terms in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between You and Us.

9. Ownership and Proprietary Rights

a. You may provide feedback to Us concerning the functionality and performance of the Platform, including identifying potential errors and improvements (“Feedback”).

b. We and Our licensors own all intellectual property rights to the Platform, Services and associated content. This ownership extends to all copies and portions of these items, Feedback, and all improvements, enhancements, modifications and derivative works to these items and any work product arising out of the Services. For certainty, our ownership does not extend to Your Confidential information which We do not have access to. Your rights to use the Platform are limited to those rights expressly granted by these Terms. 

c. You grant to Us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to: (i) use or transfer any Feedback You give Us in relation to the Platform for any purpose; and (ii) use, copy, store and display any Feedback on an aggregated and anonymous basis only for the purposes of improving or developing enhancements to the Platform and to offer new products and services that may relate to Your Feedback.

10. Indemnification

a. We will defend, indemnify and hold You, Users, Your officers, directors and employees (the “Customer Indemnified Parties”) harmless from and against any and all third-party claims, demands, suits, or proceedings (“Claim”) for damages, costs, liabilities, expenses, attorney’s fees, equitable relief or similar relief made or brought against the Customer Indemnified Party by a third party arising out of or relating to the actual infringement or misappropriation of such third party’s intellectual property rights by Us, by Our provision of the Platform or Services, or by Your authorized use of the Platform or Services; provided that the Customer Indemnified Party: (i) promptly gives Us written notice of the Claim such that We are not materially prejudiced by the timing of such notice; (ii) gives Us sole control of the defense and settlement of the Claim (provided that We may not settle or defend any Claim unless it releases the Customer Indemnified Party of all liability); and (iii) provides to Us all reasonable assistance. No settlement will require any payment by the Customer Indemnified Party without such Customer Indemnified Party’s written consent. The Customer Indemnified Party may monitor, at its own expense, such defense and any settlement discussions directly or through counsel of its choice.

b. We will not have any liability for any claim of infringement or misappropriation of a third party’s intellectual property caused by: (i) Your misuse or modification of the Platform or any Services; (ii) Your failure to use corrections, enhancements or updates made available to You by Us; or (iii) information, direction, specification, or materials provided by You or any third party on Your behalf.

c. If the Platform or any deliverable item resulting from Our performance of the Services (the “Alleged Infringing Item”) is, or in Our opinion is likely to be, held to constitute an infringement of a valid third-party right pursuant to this Section, We will at Our expense and option either: (i) procure for You the right to continue using the Alleged Infringing Item; (ii) replace the Alleged Infringing Item with a non-infringing equivalent, modify it to make it non-infringing; or (iii) terminate Your access, receipt and/or use of the Alleged Infringing Item and refund to You any pre-paid fees in relation to the Alleged Infringing Item less an amount for Your use of the Alleged Infringing Item up to the time of return. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR INFRINGEMENT.

d. You will indemnify, defend and hold Us, and Our directors, officers, employees and contractors harmless from and against any third-party Claim for damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

(i) Your use or misuse of the Platform, including any reliance on or use of downloaded content, templates, or videos by You or Your Users in a manner that infringes any third-party rights or violates applicable laws;

(ii) Your breach of these Terms, including without limitation Your representations in Section 5; or

(iii) any materials, content, or data (including Confidential Information or third-party materials) input, stored, processed, or used by You independently of the Platform.

This indemnity obligation is subject to the following conditions:

(1) We promptly provide You with written notice of the Claim;

(2) We provide You with sole control over the defense and settlement of the Claim (provided that You may not settle any Claim unless it fully and unconditionally releases Us of liability); and

(3) We provide You with reasonable cooperation, at Your expense, in the defense of the Claim.

11. General

a. These Terms will supersede and control over any conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, request for proposal or other document issued by You. These Terms, together with any other documents referenced herein (including for certainty, the SOW and/or Order Form), constitute the entire agreement between You and Us pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between You and Us. Except as expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect these Terms.

b. Your or Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right. Waiver by either You or Us of a breach of any provision of these Terms or the failure by either You or Us to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

c. In the event that a portion of these Terms are held to be unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect.

d. We may delegate the performance of any or all of Our obligations hereunder to third parties, provided that We will remain liable for performance hereunder. You may not assign these Terms or Your rights and responsibilities hereunder without Our prior written consent unless the assignee is an acquiring party, acquired or merged party, majority owner, a subsidiary or affiliate party including by purchase, merger or operation of law. Subject to the foregoing, these Terms will be binding upon the parties’ respective successors and permitted assigns.

e. All notices hereunder will be in writing and will be deemed to have been given upon the day of personal delivery, the third business day after mailing, or the first business day after sending by email. Notice to Us will be to: In House IP Inc., 2-2207 90B St. SW, Edmonton, Alberta, T6X 1V8, [email protected]. Notices to You will be to the mailing and email address You provide in Your Order Form.

f. The laws of the Province of Alberta (without regard to its conflict of laws provisions) and all laws of Canada applicable in the Province of Alberta will govern these Terms and all matters arising out of or relating to these Terms. 

g. You and We are independent entities. Nothing in these Terms will be construed as creating a partnership, joint venture or agency relationship between You and Us.

h. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under these Terms to the extent that it is due to any cause beyond its reasonable control, including, without limitation, an act of war, terrorist act, act of God, earthquake, fire, flood, pandemic, embargo, riot, sabotage, labor shortage or dispute, or governmental act, computer attack or malicious act, such as an attack on or through the Internet, or an attack against any Internet service provider, telecommunications facility or hosting facility.

i. The following provisions will survive any termination or expiration of these Terms: Sections 2.c, 3f, 7, 8, 9, 10, and any other provisions necessary to their interpretation.