Terms of Service

These Terms of Service (the "Terms") are a legal agreement between RGB Technologies Inc., a corporation incorporated under the laws of British Columbia, Canada, with a mailing address at 5307 Victoria Drive #1026, Vancouver, BC V5P 3V6 ("RGB", "we", "us"), and the person or organization that orders or uses RGB products or services ("you", "Customer").

• 1. The Agreement
• 2. Definitions
• 3. Services
• 4. Professional services and billing rules
• 5. Your obligations
• 6. Access to your systems and accounts
• 7. Intellectual property and licences
• 8. Confidentiality
• 9. Privacy and data protection
• 10. Security
• 11. Fees, invoicing, taxes and expenses
• 12. Term, suspension and termination
• 13. Warranties and disclaimers
• 14. Limitation of liability
• 15. Indemnification
• 16. Changes to these Terms
• 17. Notices and electronic communications
• 18. Governing law and disputes
• 19. General

1. The Agreement

1.1 What makes up the Agreement. Your use of RGB products and services is governed by: (a) any written services agreement, engagement letter or statement of work signed by you and RGB (a "Signed Agreement"); (b) each Order; (c) the Service Schedules that apply to what you buy — the Software License Agreement, the product terms for each RGB application you use, and the Service Level Agreement where your Order includes it; (d) these Terms; (e) the Acceptable Use Policy; and (f) the Privacy Policy. Together these are the "Agreement".

1.2 Order of precedence. If the documents conflict, they govern in this order: Signed Agreement, then Order, then Service Schedules, then these Terms, then the Acceptable Use Policy, then the Privacy Policy. A Signed Agreement may vary these Terms only where it expressly says so.

1.3 Acceptance. You accept the Agreement by signing a Signed Agreement or Order (including electronically), by clicking to accept, by paying an invoice that references it, or by using the Services after receiving it. If you accept on behalf of an organization, you confirm you have authority to bind it.

1.4 Electronic signatures. Electronic signatures and records are valid and binding. RGB uses an e-signature platform that records who signed, when, and from where; that audit record is admissible evidence of signature.

2. Definitions

"Business Day" means Monday to Friday, 9:00 a.m. to 5:00 p.m. Pacific Time, excluding statutory holidays in British Columbia. "Customer Data" means data, files, credentials and content that you or your users provide to RGB or that RGB accesses, collects or processes on your behalf. "Deliverables" means reports, configurations, code, documents and other work product RGB delivers to you under an Order. "Order" means a quote, proposal, order form, statement of work or email exchange that describes Services and is accepted by both parties. "Rate Schedule" means the hourly rates and fees set out in your Signed Agreement or Order or, if none, RGB's then-current published rates. "RGB Materials" means software, tools, templates, scripts, know-how, documentation and other materials that RGB owned or developed before or independently of the Agreement, and any improvements to them. "Services" means the professional services, software, hosting and other services described in an Order.

3. Services

3.1 RGB will provide the Services described in each Order with reasonable skill and care, in accordance with the Agreement and applicable law.

3.2 Service categories. (a) Professional Services — consulting, technical systems administration, development and related work, billed by time or fixed fee (Section 4). (b) Software — RGB applications and custom software Deliverables, licensed under the Software License Agreement and any product terms for the application. (c) Hosting and domain services — website, email and DNS hosting and domain registration. Service levels apply only where your Order includes the Service Level Agreement.

3.3 Subscriptions. Some Services are sold as a monthly subscription that bundles a fixed allocation of professional services time, software licences, monitoring and other components. The Order states what is included, what happens to unused time (unless the Order says otherwise, unused allocated time does not carry over) and the fee for work beyond the allocation.

3.4 Changes to scope. Either party may request changes. Work outside an Order's scope is billed at the Rate Schedule unless a change is agreed in writing (email is sufficient).

3.5 Subcontractors. RGB may use subcontractors and service providers, and remains responsible for their work as if it were RGB's own.

3.6 AI tools. You agree that RGB may use AI tools, including third-party AI services, in performing the Services, for example to draft documents, analyze information and write software, including with Customer Data. When it does, RGB uses providers whose terms protect the confidentiality of that data, and follows any restrictions on AI use in your Signed Agreement or Order.

4. Professional services and billing rules

4.1 Time-based billing. Unless an Order states a fixed fee, professional services are billed by time at the Rate Schedule. Time is recorded in 15-minute increments, rounded up to the next quarter-hour, per work session. Time spent on calls, remote sessions, on-site work, research, correspondence, documentation and administration performed at your request or on your behalf is billable.

4.2 Work records. RGB keeps a record of each work session (date, start and end time, duration and a description of the work) and will provide it to you or your designated representative on request to support a disputed invoice.

4.3 Cancellations and rescheduling. Scheduled sessions may be cancelled or rescheduled without charge with at least 3 Business Days' notice. With less notice, or if you are unavailable at the scheduled time, RGB may charge the greater of (a) 50% of the scheduled time or (b) one hour, at the Rate Schedule.

4.4 On-site services and travel. On-site services carry a 4-hour minimum per visit. Travel time and expenses (transportation, accommodation, meals and incidentals) are billed at cost or at the rates in your Order, and are pre-approved by you where practical.

4.5 Urgent and after-hours work. Work you ask RGB to perform outside Business Days, or on less than one Business Day's notice, may be billed at the urgent rate in the Rate Schedule.

4.6 Rate changes. (a) Rates and fees set in a Signed Agreement or Order change only as that Signed Agreement or Order provides. (b) Otherwise, RGB may change the Rate Schedule on at least 45 days' written notice; the new rates apply to work performed after the notice period, and you may end the engagement before then without penalty.

4.7 Fixed-fee work. Fixed fees cover the scope stated in the Order. Assumptions, dependencies and exclusions in the Order are part of the scope. Payment milestones, if any, are in the Order.

5. Your obligations

You agree to: (a) provide accurate and complete information, and keep your contact and billing details current; (b) use the Services lawfully and in accordance with the Acceptable Use Policy; (c) make decisions, provide approvals and give access promptly so that RGB can perform; (d) maintain your own current backups of your data and systems unless RGB has been engaged in writing to do so for a specific system; (e) use reasonable security practices, including multi-factor authentication where available and prompt installation of security updates; (f) tell RGB promptly about any suspected security incident, unauthorized use of the Services, or dispute about an invoice; and (g) pay fees when due.

6. Access to your systems and accounts

6.1 Authority. You represent that you own or are authorized to give RGB access to each device, account, network and system you ask RGB to work on, and that you have given any notices to, and obtained any consents from, other users of those systems (including family members, employees and contractors) that the law requires.

6.2 Scope of access. You grant RGB the access needed to perform the Services. RGB will use the least privileged access that is practical, will store credentials in an encrypted credential manager, and will not use your access for any purpose other than performing the Services.

6.3 Acting on your behalf. Where the Services include acting on your behalf with third parties (for example, paying invoices, submitting forms, or communicating with vendors, insurers or advisers), RGB acts on your instructions as your agent for that limited purpose. You remain responsible for the decisions RGB carries out at your direction, and RGB is not responsible for the acts or omissions of those third parties.

6.4 Revocation and offboarding. You may revoke RGB's access at any time. When the Agreement ends, RGB will return or securely destroy credentials and Customer Data in its possession within a reasonable time after your request, except for records RGB must keep for legal or accounting purposes, which remain confidential.

6.5 Monitoring and logging. RGB logs its administrative access to your systems for security and audit purposes and will make those logs available to you on reasonable request.

7. Intellectual property and licences

7.1 Customer Data. You own your Customer Data. You grant RGB a licence to use it only as needed to provide the Services and as permitted by the Agreement.

7.2 RGB Materials. RGB owns the RGB Materials and all improvements, derivative works and generalized know-how developed while performing the Services, even if funded in whole or in part by your fees, unless a Signed Agreement expressly assigns specific Deliverables to you. Nothing in the Agreement transfers ownership of RGB Materials to you.

7.3 Licence to Deliverables. On payment, RGB grants you a perpetual, non-exclusive, non-transferable, royalty-free licence to use the Deliverables, and any RGB Materials embedded in them, for your internal purposes. Software Deliverables and RGB applications are further governed by the Software License Agreement.

7.4 Client-specific configurations. Configurations, rules, spreadsheets, records and content that are specific to you and contain your Customer Data are yours, even when created with RGB Materials.

7.5 Feedback. You grant RGB a perpetual licence to use suggestions and feedback you provide, without obligation to you.

7.6 Third-party and open-source components. Deliverables may include third-party or open-source components, which are governed by their own licences. RGB will identify them on request.

7.7 Trademarks. Neither party may use the other's names or logos without consent, except that RGB may identify you as a customer unless you ask us not to.

8. Confidentiality

8.1 "Confidential Information" means non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including Customer Data, financial and medical information, credentials, RGB's pricing, security reports and source code. It excludes information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from a third party.

8.2 Each party will use the other's Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will disclose it only to personnel and service providers who need it and are bound by confidentiality obligations at least as protective as these.

8.3 A party may disclose Confidential Information if required by law or court order, after giving the other party prompt notice (where legally permitted) so it can seek protection.

8.4 These obligations continue for five years after the Agreement ends, and indefinitely for personal information, credentials and trade secrets.

9. Privacy and data protection

9.1 RGB processes personal information in accordance with its Privacy Policy, Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), British Columbia's Personal Information Protection Act and other applicable privacy laws.

9.2 Roles. For Customer Data, you are the organization accountable for the data and RGB acts as your service provider (processor), processing it only on your documented instructions and for the purposes of the Services.

9.3 Security incidents. If RGB becomes aware of unauthorized access to, or loss or disclosure of, Customer Data in RGB's possession or control, RGB will notify you without undue delay after confirming the incident, provide the information reasonably needed for you to meet your own notification obligations, and cooperate in investigation and remediation.

9.4 Sub-processors and data location. RGB uses the service providers listed in the Privacy Policy, which may store data inside or outside Canada. If you ask to be notified, RGB will tell you about changes to the sub-processors that process your Customer Data.

9.5 Assistance. RGB will reasonably assist you with access, correction and deletion requests and with privacy assessments relating to the Services, at the Rate Schedule where the work is material.

10. Security

RGB maintains the administrative, technical and physical safeguards described in its Security Practices, which are part of the Agreement. Security is a shared responsibility: you remain responsible for your own users, devices, accounts and backups except to the extent RGB has expressly taken on that responsibility in an Order. No security measure is perfect, and RGB does not guarantee that the Services or your systems will be free from intrusion, malware, data loss or other security events.

11. Fees, invoicing, taxes and expenses

11.1 Invoices. RGB invoices monthly in arrears for time-based services and expenses, and monthly or annually in advance for subscriptions, licences and hosting, unless the Order says otherwise. Each invoice is supported by the work records described in Section 4.2.

11.2 Payment. Invoices are due on the due date stated in your Signed Agreement, your Order or the invoice, which may be on receipt of the invoice. If no due date is stated, invoices are due 30 days from the invoice date. Payment is by the methods stated on the invoice. Where you pay by cheque, payment is made when the cheque is received and clears.

11.3 Disputes. If you dispute any part of an invoice, tell RGB in writing within 60 days of the invoice date, pay the undisputed part, and RGB will work with you in good faith to resolve it, including by providing work records. Invoices not disputed within 60 days are deemed accepted.

11.4 Late payment. Despite Section 1.2, overdue amounts bear interest at the greater of 2% per month (26.82% per year) and any rate set in your Signed Agreement or Order, but not more than the maximum rate permitted by law. If an amount is more than 30 days overdue RGB may suspend Services on 10 days' notice, and you must reimburse reasonable collection costs.

11.5 Currency and taxes. Fees are in the currency stated in the Order (US dollars if not stated) and exclude applicable taxes (including GST/HST/PST and sales taxes), which you must pay unless you provide a valid exemption. Fees paid are non-refundable except as expressly stated in the Agreement.

11.6 Pass-through costs. Where an Order includes third-party costs (for example, software subscriptions, cloud services and domain fees), RGB may adjust the pass-through amount on 30 days' notice to reflect changes in the underlying cost, with supporting evidence on request.

12. Term, suspension and termination

12.1 Term. The Agreement starts when accepted and continues until all Orders end. An Order for recurring Services renews automatically for successive periods equal to its initial term (one month if not stated) unless either party gives notice of non-renewal before the renewal date.

12.2 Termination for convenience. Either party may terminate a month-to-month Order on 30 days' written notice. Orders with a fixed term may be terminated for convenience only as stated in the Order.

12.3 Termination for cause. Either party may terminate the Agreement or an affected Order if the other party materially breaches it and does not cure within 30 days of written notice (10 days for non-payment), becomes insolvent, or if continuing would be unlawful.

12.4 Suspension. RGB may suspend Services immediately, with notice as soon as practical, where necessary to protect RGB's systems, other customers or the integrity of your systems, where the Services are being used in breach of the Acceptable Use Policy, or where required by law.

12.5 Effect of termination. You will pay for Services performed and non-cancellable commitments made up to the effective date. RGB will provide reasonable transition assistance at the Rate Schedule, and will return or destroy Customer Data and credentials as described in Section 6.4. Sections that by their nature should survive (including 7, 8, 9, 11, 14, 15, 18 and 19) survive termination.

13. Warranties and disclaimers

13.1 RGB warrants that it will perform Professional Services in a professional and workpersonlike manner. Your exclusive remedy for breach of this warranty is re-performance of the affected Services or, if RGB cannot re-perform within a reasonable time, a refund of the fees paid for them.

13.2 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, SOFTWARE AND DELIVERABLES ARE PROVIDED "AS IS", AND RGB DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE. RGB does not provide legal, tax, accounting, insurance or medical advice; where RGB assists with matters in those fields it does so on your instructions and you remain responsible for obtaining professional advice.

13.3 RGB is not responsible for third-party products, services, networks or platforms (including cloud providers, software vendors, registrars, banks and insurers), or for the results of instructions you give RGB.

14. Limitation of liability

14.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA (EXCEPT AS PROVIDED IN 14.3), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RGB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO RGB UNDER THE AFFECTED ORDER IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$1,000 IF GREATER.

14.3 Enhanced cap for data breach. For claims arising from RGB's breach of Section 8 (Confidentiality) or Section 9 (Privacy) that results in unauthorized disclosure of Customer Data, the cap in 14.2 is instead two times the fees paid in the prior 6 months, or US$25,000 if greater, and reasonable, documented costs of legally required notifications and credit monitoring are recoverable as direct damages.

14.4 Exceptions. The limitations in this Section do not apply to: (a) a party's fraud, gross negligence or wilful misconduct; (b) death or personal injury caused by negligence; (c) your obligation to pay fees; (d) a party's indemnification obligations for third-party claims under Section 15; or (e) liability that cannot be limited by law.

14.5 Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk given the fees charged, and that RGB would not provide the Services on these terms without them.

15. Indemnification

15.1 By RGB. RGB will defend and indemnify you against third-party claims that a Deliverable or RGB application, as delivered by RGB and used in accordance with the Agreement, infringes a third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. RGB may procure a licence, modify or replace the affected item, or refund fees for it and terminate the affected Order. This does not apply to claims arising from your specifications, Customer Data, modifications not made by RGB, or combinations with items not supplied by RGB.

15.2 By you. You will defend and indemnify RGB against third-party claims arising from Customer Data, your breach of Section 6.1 (authority to grant access), your use of the Services in violation of law or the Acceptable Use Policy, or instructions you gave RGB.

15.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defence and settlement (no settlement may impose obligations on the indemnified party without its consent, not unreasonably withheld), and cooperate at the indemnifying party's expense.

15.4 RGB's time. Time RGB spends responding to a claim covered by Section 15.2, or assisting you with a third-party claim at your request, is billable at the Rate Schedule. This does not apply to RGB's defence of claims under Section 15.1.

16. Changes to these Terms

16.1 RGB may update these Terms, the Service Schedules, the Acceptable Use Policy and the Privacy Policy. The current version, its version number and the date it was last updated appear at the top of each document, and prior versions are kept in the version history.

16.2 New customers are bound by the version in effect when they accept the Agreement.

16.3 Existing customers. A change applies to you 30 days after RGB notifies you by email to your account contact (or by another method agreed in your Signed Agreement), or on the next renewal of your Order if later. If a change materially reduces your rights or increases your obligations and you object, you may terminate the affected Order by notice within that 30-day period without penalty, and the previous version continues to apply until termination. Continuing to use the Services after the change takes effect is acceptance of the change.

16.4 Signed Agreements. If your Signed Agreement incorporates a specific version of these Terms, that version continues to govern that Signed Agreement until it is renewed or amended by both parties. Rate and fee changes are governed by Section 4.6.

17. Notices and electronic communications

17.1 Notices to RGB must be sent by email to support@rgbx.com with a copy by mail to RGB Technologies Inc., 5307 Victoria Drive #1026, Vancouver, BC V5P 3V6, Canada. Notices to you will be sent to the email and postal addresses on your account. Notices are effective when received on a Business Day, or on the next Business Day.

17.2 Consent to electronic communications. You consent to receive contracts, notices, invoices and other communications from RGB electronically, including by email and through electronic signature platforms. Service and transactional messages are necessary to the relationship. RGB sends marketing messages only with your consent in accordance with applicable anti-spam law, including Canada's Anti-Spam Legislation (CASL), and such messages include an unsubscribe mechanism.

18. Governing law and disputes

18.1 The Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Escalation first. Before starting proceedings, each party will raise the dispute in writing and the parties' senior representatives will meet (by video is fine) to try to resolve it in good faith. Either party may propose mediation.

18.3 Courts. Subject to 18.2, the courts of British Columbia sitting in Vancouver have exclusive jurisdiction, and each party submits to that jurisdiction; either party may nonetheless seek injunctive relief or enforce a judgment in any court of competent jurisdiction.

18.4 Each party waives any right to participate in a class or representative proceeding against the other in respect of the Agreement, to the extent permitted by law. Claims must be brought within two years after they arise, subject to applicable law.

18.5 Nothing in this Section limits rights you may have under consumer protection laws that cannot be waived by contract.

19. General

19.1 Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, employment or fiduciary relationship, except the limited agency described in Section 6.3.

19.2 Independent legal advice. You confirm that you have had the opportunity to obtain independent legal advice before accepting the Agreement, and that you understand its terms, including the limitations of liability.

19.3 Assignment. Neither party may assign the Agreement without the other's consent, not unreasonably withheld, except that RGB may assign it to a successor in a merger or sale of its business on notice to you.

19.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

19.5 Sanctions and export. Each party confirms it is not subject to sanctions that would prohibit its participation in the Agreement, and will not use the Services in violation of export control laws.

19.6 Entire agreement; amendment; waiver; severability. The Agreement is the entire agreement about its subject matter and supersedes prior agreements and communications. It may be amended only as described in Sections 4.6 and 16 or in a writing signed by both parties. A waiver must be in writing and applies only to the instance waived. If any provision is unenforceable it will be modified to the minimum extent necessary and the rest remains in effect.

19.7 Interpretation. "Including" means "including without limitation". Headings are for convenience only. The parties have requested that the Agreement be drawn up in English.

19.8 Counterparts. The Agreement may be signed in counterparts and by electronic signature, each of which is an original.

Questions about these Terms? Contact support@rgbx.com.