AVANTE ARGUS LIVE APP

TERMS AND CONDITIONS

By installing and continuing to use the Avante Argus App (the “App”), you (“User”) acknowledge that you have read, understood, and agree to be bound by these terms and conditions. If you do not agree to these terms, you must immediately cease using the App and uninstall it from your device. This Agreement is between you and Avante Corp. (“Avante” or “Service Provider”) as follows:

A. Services.  The App provides the User with the following services (the “Services”):

A.1 Push to Call Service.  If User activates the “Push to Call” service, the device will complete a video call to a live agent at Avante’s control centre.  The Avante agent will endeavour to provide what assistance or services requested or otherwise indicated based on the conversation with the User. Avante agents will be able to arrange for services which are within their reasonable capacity to arrange, including security responses, car services, medical services, accident response, distress support and other emergency response services. If the Avante agent reasonably perceives that an emergency situation may be occurring, the agent may dispatch Avante security services, police, ambulance or fire services, as deemed appropriate by the agent, acting reasonably and in the best interests of the User.

A.2 Tracking Service.  If User activates the “Push to Call” service, Avante’s control centre will locate and begin tracking the location of the device from which the service was activated using GPS data, if available. Avante Security will use location data to provide the assistance requested by the User or other indicated by the call. User consents to the disclosure to Avante and use of User’s location in real time by Avante for purposes of providing the Services.

A.3. Terminating Call.  To terminate a call, User is required to push and hold the END button for five (5) seconds.  If a call is not properly terminated, the call remains active and the App continues to provide tracking information. This information will assist the Avante agent to assess whether an emergency situation is occurring and to dispatch emergency services accordingly.  User should ensure that all calls are properly terminated.

A.4 Emergency Response.  PLEASE NOTE THE APP IS NOT A REPLACEMENT FOR 911 EMERGENCY SERVICES.  IF USER NEEDS IMMEDIATE EMERGENCY RESPONDER ASSISTANCE, THE USER SHOULD DIAL 911 DIRECTLY.  If contacted on the App, Avante will dispatch Avante security services, police, ambulance or fire services, as deemed appropriate by the agent, acting in the best interests of the User. The Avante agent may reasonably perceive that an emergency situation is in progress during a call and dispatch emergency services without an explicit request. IF A CALL IS ACTIVATED AND THERE IS NO VOICE COMMUNICATION WITH THE USER, OR VOICE COMMUNICATION CEASES BUT THE APP REMAINS ACTIVE, THE AVANTE AGENT MAY INTERPRET THIS AS THE USER BEING UNABLE TO COMMUNICATE IN AN EMERGENCY SITUATION AND THE AGENT MAY DISPATCH EMERGENCY SERVICES. User expressly acknowledges and consents to the fact that activation of this service may result in emergency responders, including police, fire, or other authorities, forcibly entering User’s premises if deemed necessary by such authorities to respond to the real or perceived emergency. User acknowledges that Avante has no control over the actions of third-party emergency responders and that Avante shall not be liable for any property damage, personal injury, or other consequences resulting from such entry or response.

A.5. Third Party Service Providers.  Some services arranged or dispatched by Avante will be provided by third parties.  While Avante only works with reputable service providers, Avante is not responsible for services provided by third parties, including the costs of providing these services. User acknowledges and agrees that User is solely responsible for all costs and fees charged by third-party service providers of requested or responding services, and that such costs are separate from and in addition to the subscription fees paid to Avante.

B. Fees

B.1 The User agrees to a prepaid subscription model for the Services provided by Avante.  The User will subscribe for 14-Day or Monthly access to the App, which subscriptions include a set number of call minutes available.  The User may purchase additional call minutes in blocks of 15, 30 or 60 minutes.  Prices for subscription options and additional call minutes are set forth in the App.

B.2 The User agrees that subscriptions shall automatically renew unless “auto-renew” is declined by the User. Call minutes shall be deducted from the User’s account when a call is active or when location tracking is enabled. Unused call minutes do not accumulate over subscription periods. Avante may charge any subscription renewal fees and fees for the purchase of additional minutes to the credit on file in the User’s account.  The User acknowledges that all subscription fees and additional minute purchases are prepaid and non-refundable, except where a refund is required by applicable consumer protection legislation. The fees are exclusive of any applicable taxes, which shall be added to the fees and are the responsibility of the User. Avante may increase fees at any time and from time to time, on reasonable prior notice to User. Any fee increase shall apply to subscription renewals occurring after the notice period.

C. Personal Information and Privacy.

C.1 Personal Information. Avante may collect a variety of personal information about the User and third parties indicated by the User.  This information can include, name, address, telephone numbers and email address, financial information, real time and historical location information, telephone conversations, and email and text conversations.  User represents and warrants that User has obtained all necessary consents required under applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation, from all third parties whose personal information User has provided to Avante, to collect, use, and disclose such information for the administration of User’s account and as provided in this Agreement. User further warrants that such consents are valid, subsisting, and comply with all requirements under applicable law. User agrees to indemnify and hold Avante harmless from any claims arising from User’s failure to obtain such consents.

C.2. Use of Personal Information. User consents to Avante’s collection, use, disclosure and transfer of User’s personal information (“Personal Information”) and that of third parties provided by User, including the use of service providers outside of Canada, for the purposes of providing the Services provided under this Agreement as well as administering the relationship between User and Avante (including credit approval, invoicing, collection and providing User with information on new services). User acknowledges that when Personal Information is transferred outside of Canada, it may be subject to the laws of the foreign jurisdiction. Avante may collect (including User’s consent to record telephone conversations), use, disclose and transfer User’s personal information and that of third parties provided by User to Avante’s affiliates, subsidiaries and successor corporations or any subcontractor or assignee of this Contract within or outside Canada. User may request to withdraw consent by providing written notice to Avante at 1959 Leslie Street, Toronto, Ontario, M3B 2M3, or by email at hello@avantesecurity.com. Upon withdrawal of consent, Avante will cease collection, use, and disclosure of Personal Information, except where required by law or where such information is necessary for the completion of a transaction authorized before withdrawal. User acknowledges that withdrawal of consent may result in Avante’s inability to provide the Services, and in such case, this Agreement may be terminated in accordance with its terms. User hereby consents to Avante performing commercially reasonable credit reference verifications and authorizes Avante or its service provider or assignee of this Agreement to consult third parties, including credit bureaus, for credit reports or recommendations as to User’s solvency. User acknowledges the right to request information about the credit reporting agencies consulted and to access and correct any personal information held by such agencies in accordance with applicable law.

C.3. Privacy.  All Personal Information is kept confidential by Avante and is otherwise managed in accordance with applicable privacy laws, including PIPEDA, and Avante’s Privacy Policy, found here: https://www.avantesecurity.com/privacy-policy/. User acknowledges having reviewed Avante’s Privacy Policy. In the event of any conflict between this Agreement and the Privacy Policy, the terms of this Agreement shall govern with respect to the Services.

D.  Communication Services.  User acknowledges and agrees that User assumes all risks associated with the fact that the ability of the App to function and for Avante to respond is dependent on, among other factors, the mobile device on which the App is installed functioning properly, including having sufficient power, and that the device is connected to an operating wireless service provider with adequate signal strength.  User will not be able to communicate with Avante through the App, and Avante will not receive any signal of a request from the App when the mobile device on which the App is installed is not able to communicate, is being blocked, interfered with or is otherwise damaged, or if mobile device is unable to acquire, transmit or maintain a communication signal for any reason.  Similarly, notwithstanding Avante’s state of the art communication security and systems redundancy, Avante may not receive a signal from User or be able to communicate with User if Avante communications systems are inoperable, being blocked, interfered with or is otherwise damaged.

E. NO WARRANTY.  EXCEPT TO THE EXTENT REQUIRED BY LAW, AVANTE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE APP OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHERE PROHIBITED BY LAW, THE USER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, EXCLUDING GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY AVANTE, IS LIMITED TO THE REMEDIES SPECIFIED IN SECTION F., BELOW.  EXCEPT WHERE PROHIBITED BY LAW AND EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AVANTE WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY AVANTE OR ORDINARY NEGLIGENCE OF AVANTE OR OTHERWISE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS AVANTE’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY AVANTE’S NEGLIGENCE OR FOR FRAUD. Avante makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19.

F. Limitation of Liability.

F.1. Avante is not an insurer. The amounts Avante charges User are not insurance premiums. Such charges are based upon the value of the Services and Systems provided and are unrelated to the value of User’s property, the property of others located in User’s premises, or any risk of loss on User’s premises.  The Services do not cause and cannot eliminate occurrences of the events they are intended to avert or ameliorate. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, AVANTE MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES WILL AVERT OR AMELIORATE SUCH EVENTS OR THE CONSEQUENCES THEREFROM. Accordingly, Avante does not undertake any risk that User’s person or property, or the person or property of others, may be subject to injury or loss if such an event occurs.  Neither Avante nor its suppliers shall have any liability for loss, damage or injury due directly or indirectly to events, or the consequences therefrom, which the Services are intended to avert or ameliorate. To the extent permitted by law, User releases and waives for itself and its insurer all subrogation and other rights to recover from Avante and its suppliers arising as a result of paying any claim for loss, damage or injury of User or another person.

F.2. If notwithstanding the provisions of Section F., Avante and/or one or more of its suppliers are found liable for loss, damage or injury (other than personal injury or death caused by negligence, fraud, or loss caused by gross negligence or wilful misconduct) under any legal theory due to a failure of the Services in any respect, the liability of Avante and its suppliers shall be limited to a sum equal to the greater of: (i) the fees paid by the User for the App in the twelve (12) months prior to the incident giving rise to the claim, or (ii) one thousand dollars ($1,000). User acknowledges that this limitation reflects the allocation of risk between the parties and the fees charged for the Services, and that Avante would not enter into this Agreement without these limitations on liability.  The provisions of this Section F. shall apply no matter how the loss, damage or injury or other consequence occurs (except for personal injury or death caused by negligence, or loss caused by gross negligence or wilful misconduct), even if due to Avante’s or its suppliers’ performance or non-performance of their respective obligations under this Agreement or from ordinary negligence, active or otherwise, or any other alleged fault on the part of Avante, its suppliers, agents or employees, except as prohibited by applicable law.

F.3. If any other person, including User’s subrogating insurer, makes any claim or files any lawsuit against Avante or its suppliers in any way relating to the Services that are the subjects of this Agreement, then User shall indemnify and hold Avante and its suppliers harmless from any and all such claims and lawsuits including the payment of all damages, expenses, costs and legal fees, except to the extent such claims arise from Avante’s gross negligence or wilful misconduct.

F.4. The provisions of this Section F shall apply to and benefit Avante and its agents, employees, contractors, subsidiaries, affiliates, parents (both direct and indirect), vendors, suppliers and affinity marketers.

G. System Software.  Any software provided with the App or in connection with the Services is proprietary to Avante and/or Avante’ supplier(s) and is licensed or sublicensed to User on a non-exclusive basis. User may not (a) disclose the software or source code to any third parties, (b) duplicate, reproduce, or copy all or any part of the software, or (c) use the software other than as intended in the App. Avante may add, remove, or modify features, benefits, or services at any time to comply with legal or business requirements.

H. Force Majeure. Avante shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by Avante to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of Avante, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of Avante. If Avante’s provision or performance of the Services is impacted, delayed or prevented by a Force Majeure Event or its continued effects, Avante shall be excused from performance under the Agreement.

I. Assignment. This Agreement is not assignable by the User except upon written consent of Avante first being obtained. Avante shall have the right to assign this Agreement or to subcontract any of its obligations under this Agreement without notice to User.

J. English and French Clause. This Agreement has been drawn up in English at the request of and with the full concurrence of the User. Ce contrat a été rédigé en anglais à la demande et avec l’assentiment du client.

K. Miscellaneous.

K.1. Enforceability. If any of the provisions of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

K.2. Counterparts. This Agreement may be executed electronically and in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement. Export Control.

K.3. Jurisdiction/Choice of Law. This agreement shall be governed by and be construed in accordance with the laws of Ontario. The parties agree that any disputes arising under this Agreement shall be determined exclusively by the Ontario courts and that no action or legal proceedings of any nature shall be filed or commenced in any other court pertaining to any dispute arising out of or in relation to this Agreement. The parties also hereby waive any objection to the exclusive jurisdiction of the Ontario courts, including any objection based on forum non conveniens.

K.4. Further Information.  For further information please contact us at [email address] or Tel. [telephone number].