Terms of Service

By accessing, browsing, or using any services, websites, applications, or platforms provided by Adams Enterprises (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree with any part of these Terms, you must immediately discontinue all use of the Services.

These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Adams Enterprises. Your continued use of the Services constitutes acceptance of these Terms as they may be modified from time to time.

"Adams Enterprises," "we," "us," or "our" refers to 2748467 Alberta Inc., a corporation incorporated under the laws of the Province of Alberta, Canada, operating as Adams Enterprises, together with its divisions, subsidiaries, affiliates, officers, directors, employees, agents, contractors, and representatives. Adams Enterprises operates the following divisions and trading names: Adams Enterprises Answering Service, Adams Enterprises Alarm Monitoring, Adams Enterprises IT Support, Adams Enterprises Senior Tech Support, and CGA Care.

"Services" includes but is not limited to all websites, web applications, mobile applications, telecommunications and answering services, monitoring services, safety check-in services, IT infrastructure services, care services, and any other products or services we provide.

"Business Customer" means a customer who acquires the Services for business, commercial, or organizational purposes. "Consumer" means an individual who acquires the Services primarily for personal use. Certain provisions of these Terms apply differently to Business Customers and Consumers, and are marked accordingly.

Order of precedence. Where you have signed a separate written agreement with us — including a Master Services Agreement, a Monitoring Services Agreement, or a signed quotation or service schedule — that agreement governs to the extent it conflicts with these Terms. These Terms apply to all other use of the Services.

You must meet the following requirements to use our Services:

• You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater
• You must be legally capable of entering into binding contracts
• You must not be prohibited from using the Services under any applicable laws
• If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms

By using the Services, you represent and warrant that you meet all of these eligibility requirements. If you do not meet these requirements, you must not access or use the Services.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Services will be uninterrupted, timely, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of any content or information
• Warranties that defects will be corrected or that the Services are free of viruses or harmful components
• Any warranties arising from course of dealing, usage, or trade practice

We reserve the right to modify, suspend, discontinue, or terminate any or all Services (or any features thereof) at any time. Where you are a paying customer, we will give reasonable advance notice of any material discontinuation of a Service you subscribe to, except where immediate action is required for security, legal, or safety reasons.

You agree not to use the Services for any unlawful purpose or in any way that could damage, disable, overburden, or impair the Services. Prohibited activities include but are not limited to:

• Violating any applicable local, state, national, or international law or regulation
• Transmitting, distributing, or storing any content that depicts, promotes, or relates to child sexual abuse material (CSAM) or child exploitation in any form
• Infringing upon or violating our intellectual property rights or the intellectual property rights of others
• Transmitting, uploading, or distributing any defamatory, obscene, pornographic, profane, or otherwise objectionable content
• Transmitting any harmful code, viruses, malware, or any code of a destructive nature
• Attempting to gain unauthorized access to any portion of the Services or any systems or networks
• Interfering with or disrupting the Services or servers or networks connected to the Services
• Impersonating or attempting to impersonate Adams Enterprises, our employees, other users, or any other person or entity
• Harassing, threatening, intimidating, stalking, or advocating violence against any person or entity
• Collecting or harvesting any personally identifiable information from the Services without consent
• Using any robot, spider, scraper, or other automated means to access the Services
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the Services
• Engaging in any activity that could be considered fraudulent or deceptive
• Using the Services to transmit spam, chain letters, or other unsolicited communications
• Circumventing or disabling any security features or measures
• Providing false, inaccurate, or misleading information when creating an account or using the Services

We reserve the right, in our sole and absolute discretion, to determine whether any conduct violates these Terms. We may take any action we deem appropriate, including immediate termination of your account and referral to law enforcement authorities, without prior notice.

All content, features, functionality, software, designs, text, graphics, logos, icons, images, audio clips, video clips, data compilations, and other materials available through the Services (collectively, "Content") are the exclusive property of Adams Enterprises or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes only. This license does not include any right to: (a) resell or make commercial use of the Services or Content; (b) collect or use any product listings, descriptions, or prices; (c) make derivative uses of the Services or Content; (d) download or copy account information; or (e) use data mining, robots, or similar data gathering or extraction methods.

Unauthorized use of the Content may violate copyright, trademark, and other laws and is strictly prohibited. Any use of the Services or Content not expressly permitted by these Terms is a breach of these Terms and may violate intellectual property laws.

You may submit, upload, or transmit content through the Services, including text, images, feedback, suggestions, and other materials ("User Content").

You retain all ownership of your User Content and your Client Data. We claim no ownership in it.

"Client Data" means information you or your personnel provide to us, or that we collect on your behalf in delivering the Services — including call recordings and transcripts, messages and dispatches taken for you, contact and on-call directories, check-in records, and account configuration. You grant us a non-exclusive, royalty-free licence to host, process, transmit, display and back up Client Data solely to the extent necessary to provide, secure, support and bill for the Services, to comply with law, and to protect our rights and the safety of any person. This licence ends when your Client Data is deleted in accordance with our retention practices, except where we are required by law to retain it.

We will not sell your Client Data or use it for advertising. We may generate and use aggregated, de-identified statistics that do not identify you, your personnel, your callers, or any individual.

Automated processing and AI tools. We may use automated tools, including artificial intelligence services operated by third parties, to help deliver and improve the Services — for example to transcribe or summarise a call, draft or check a message, flag a quality issue, or assist an operator while they work. Those providers act as our service providers, and we select providers whose terms restrict use of the material to performing that task for us. We do not use your Client Data to train models of our own. A human remains accountable for any dispatch, escalation or safety decision made through the Services.

Feedback. Where you voluntarily send us suggestions, feature requests, or other feedback about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you. This applies only to feedback, and never to Client Data.

Content you publish. Where the Services allow you to post content publicly, you grant us a non-exclusive, royalty-free licence to host, reproduce and display that content for the purpose of operating that public feature.

You represent and warrant that: (a) you own or control all rights to your User Content; (b) your User Content does not violate any third-party rights; (c) your User Content does not contain material that is unlawful, defamatory, obscene, or otherwise objectionable; and (d) your User Content will not cause injury to any person or entity.

We reserve the right, in our sole and absolute discretion, to remove, edit, or refuse to post any User Content for any reason without notice.

When you create an account with us, you must provide accurate, complete, and current information at all times. Failure to do so constitutes a breach of these Terms and may result in immediate termination of your account.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Your account security obligations include:

• Creating a strong password and keeping it confidential
• Changing your password regularly (we recommend every 6 months at minimum)
• Not sharing your account credentials with any third party
• Immediately notifying us of any unauthorized access to your account or any other security breach
• Taking responsibility for all activities that occur under your account, whether authorized by you or not

You must notify us immediately upon discovering any security breach, unauthorized access, or suspected compromise of your account credentials by contacting us at the information provided in these Terms. Failure to promptly notify us may result in increased damages for which you may be held responsible.

We will not be liable for any loss or damage arising from your failure to comply with these security obligations or from any unauthorized use of your account that occurs before you have notified us of a security breach.

You may not use another user's account without permission, create multiple accounts without authorization, or transfer your account to another party without our prior written consent. We reserve the right, in our sole and absolute discretion, to suspend or terminate accounts that violate these requirements.

If you purchase Services from us, you agree to pay all fees and charges according to the pricing, rate sheet, quotation, or plan presented to you at the time of purchase.

Charges, plans and usage-based fees

Our Services may be billed as any combination of: a recurring plan or base fee; an included allowance of usage; usage-based charges measured in units such as active work minutes, messages, check-ins, escalations, or users; one-time setup or configuration fees; and pass-through charges from third-party providers. The specific charges that apply to you are those set out in your rate sheet, quotation, or the plan you selected.

Usage above an included allowance is billed at the overage rate stated in your plan. Usage-based charges are billed in arrears for the billing period in which the usage occurred. Base and plan fees are billed in advance.

Measurement. Usage is measured by our systems. Our records of usage are the authoritative record of the Services delivered, absent manifest error. Usage data for your account is made available to you through the client portal or application so that you can review it during the billing period rather than only on receipt of an invoice.

Prepaid credits

Some Services may be purchased using prepaid credits. Credits are drawn down against activation fees and usage at the rates disclosed at the time of purchase. Credits are not a stored-value or cash instrument, carry no cash value, cannot be redeemed for cash, and are not transferable between accounts. Unless the applicable law of your province provides otherwise, unused credits remain available on your account and we will notify you before any expiry takes effect.

Renewal and price changes

Recurring plans renew automatically for successive periods of the same length unless cancelled before the end of the then-current period. You may cancel a renewal at any time through your account or by contacting us; cancellation takes effect at the end of the current period, and usage already incurred remains payable.

We may change our pricing. For existing customers on a recurring plan, we will give at least thirty (30) days' written notice before a price change takes effect, and the change will apply from your next renewal. If you do not accept a price change, you may cancel before it takes effect.

Invoicing, taxes and late payment

Invoices are payable on the terms stated on the invoice. All amounts are in Canadian dollars (CAD) unless the invoice states otherwise. Prices are exclusive of GST/HST and any other applicable taxes, which will be added where required. Adams Enterprises is a GST/HST registrant; our registration number appears on our invoices.

Overdue amounts may bear interest at the rate stated on the invoice from the due date until paid. If payment is not received by the due date we may, after giving you notice and a reasonable opportunity to pay, suspend the Services. We will not suspend an active Monitoring Service without first giving you written notice and a reasonable period to make alternative arrangements, so that you are not left believing you are monitored when you are not.

Billing disputes

If you believe an invoice is incorrect, notify us in writing within thirty (30) days of the invoice date with enough detail to identify the disputed charge. We will investigate in good faith and correct any error. You must pay the undisputed portion of the invoice by the due date. We will not suspend the Services for non-payment of an amount genuinely and promptly disputed under this section while we are investigating it.

Refunds and app store purchases

Except as required by applicable consumer protection law, or as otherwise stated in writing, fees for Services already delivered are non-refundable. Nothing in these Terms limits any statutory right of refund or cancellation you have as a Consumer under the law of your province.

Where you purchase through the Apple App Store or Google Play, that purchase is processed by the store, and the store's own refund and cancellation policies apply to it. Requests for refunds on those purchases must be made through the applicable store. Manage or cancel store-based subscriptions through your store account.

We handle personal information in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), Alberta's Personal Information Protection Act (PIPA), and any other privacy legislation applicable to us. Our Privacy Policy describes what we collect and why, and forms part of these Terms.

Our role, and yours

Where you are a Business Customer, personal information you or your callers provide to us in the course of the Services — including your staff directory, your on-call contacts, and information about your own customers and callers — remains under your control. We handle it on your behalf and for the purpose of delivering the Services to you. You are responsible for having the authority and any necessary consents to provide that information to us, and for informing your own personnel and customers that an answering or monitoring service is used.

Call recording and monitoring

Calls to and from our answering and monitoring services may be recorded for service delivery, accuracy, dispute resolution, quality assurance and training. Where recording is enabled on your account, you are responsible for ensuring appropriate notice is given to callers on any greeting or message you control, and we will provide notice on greetings we control. Recordings are retained according to the retention period configured for your account and are then deleted. You may request a copy of a recording relating to your account.

Service providers and where data is processed

We use service providers to help deliver the Services. These include telecommunications carriers and messaging providers, cloud and hosting providers, artificial intelligence providers used for the automated processing described above, and contracted answering and support personnel, some of whom are located outside Canada. We may also engage a partner call centre to operate answering or monitoring services on our behalf under our brand.

This means personal information you provide to us may be accessed, stored or processed outside Canada, and may be subject to lawful access by the courts, law enforcement and authorities of those jurisdictions. We require our service providers to protect personal information to a standard comparable to our own, by contract, and we remain accountable to you for personal information transferred to them.

If where or how your data is processed matters to you, raise it before you engage us. We will tell you the current categories of service provider and the jurisdictions involved for the Service you are considering. Any commitment on data residency, retention or handling beyond these Terms is agreed — and priced — in your service agreement. We would rather scope that up front than have you rely on a condition we have not agreed to, and some Services cannot be delivered on a Canada-only basis.

Security, retention and breach notification

We maintain administrative, technical and physical safeguards appropriate to the sensitivity of the information we hold. No system is perfectly secure. Where a breach of security safeguards involving your personal information creates a real risk of significant harm, we will notify you and the appropriate regulator as required by law, without unreasonable delay.

On termination, we will delete or return Client Data on request, subject to any retention we are required by law to maintain and to routine backup cycles.

The Services may contain links to third-party websites, applications, or services that are not owned or controlled by Adams Enterprises. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party services.

YOU ACKNOWLEDGE AND AGREE THAT ADAMS ENTERPRISES SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH THIRD-PARTY CONTENT, GOODS, OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADAMS ENTERPRISES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, business opportunities, goodwill, or anticipated savings
• Loss of data, corruption of data, or data breach
• Service interruption or denial of service
• Cost of procurement of substitute goods or services
• Personal injury or property damage
• Any other pecuniary loss

THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ADAMS ENTERPRISES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO US FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS ($1,000 CAD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You agree to defend, indemnify, and hold harmless Adams Enterprises and its officers, directors, employees, agents, affiliates, subsidiaries, partners, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from:

• Your use of or access to the Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property or privacy rights
• Your User Content or any content you submit, post, or transmit through the Services
• Any breach of your representations and warranties set forth in these Terms
• Your negligence or willful misconduct

This indemnification obligation will survive the termination of these Terms and your use of the Services.

We may suspend or terminate your access to the Services immediately and without prior notice where you breach these Terms, where your use presents a security, legal, or safety risk, or where we are required to do so by law. Upon termination, your right to use the Services immediately ceases.

For paid Services, where there is no breach, we will give at least thirty (30) days' written notice before terminating, so you can make alternative arrangements. Where a Monitoring Service is being terminated, that notice will state clearly the date and time monitoring ends — so you are never left believing you are monitored when you are not.

All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

You may terminate your account at any time by contacting us. Upon termination by you, you remain liable for all charges incurred prior to termination.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall first be attempted to be resolved through good faith negotiations.

Before starting any formal proceeding, please contact us first at the address in the Contact section. Most disputes can be resolved quickly that way.

Business Customers

If you are a Business Customer and the parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be resolved by binding arbitration seated in Lethbridge, Alberta, administered by a mutually agreed arbitration service and conducted in English before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs unless the arbitrator directs otherwise.

BUSINESS CUSTOMERS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Consumers

If you are a Consumer, arbitration is optional and only applies if you agree to it after a dispute has arisen. Nothing in these Terms requires you to arbitrate, prevents you from bringing a claim in the courts of your province, prevents you from participating in a class proceeding, or limits your right to complain to a consumer protection authority or privacy regulator.

Consumers may bring a claim in the small claims court of their province where the claim falls within that court's jurisdiction, and we will not seek to move it to arbitration.

Exceptions

Either party may seek injunctive or other equitable relief from a court at any time to protect intellectual property rights or confidential information, or to prevent unauthorized access to the Services.

Adams Enterprises shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. However, some provinces or jurisdictions have laws that give consumers additional rights, and nothing in these Terms is intended to limit those rights.

You agree to submit to the personal jurisdiction of the courts of the Province of Alberta for the resolution of any dispute, except as provided in the Dispute Resolution section above and except where the law of your province gives you the right to bring a claim in the courts of your own province.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

No waiver by Adams Enterprises of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Services, constitute the entire agreement between you and Adams Enterprises concerning the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. Any attempted assignment in violation of this section shall be null and void.

We reserve the right, in our sole and absolute discretion, to modify, update, or replace these Terms at any time. We will provide notice of material changes by posting the new Terms on this page and updating the "Last Updated" date. For significant changes, we may provide additional notice such as email notification or a prominent notice on our Services.

Your continued use of the Services after any changes to these Terms constitutes acceptance of those changes. If you do not agree to the modified Terms, you must stop using the Services.

Paying customers. Where a change materially and adversely affects a Service you pay for, we will give you at least thirty (30) days' written notice before it takes effect. If you do not accept the change, you may cancel the affected Service before the change takes effect and we will refund any prepaid fees covering the period after cancellation.

It is your responsibility to review these Terms periodically for changes. We recommend checking this page regularly.

All notices to you may be made via email or by posting on the Services. You must provide all notices to us in writing to the contact information below. Notices shall be deemed given when received by the intended recipient.

If you have any questions, concerns, or disputes regarding these Terms of Service, please contact us at:

2748467 Alberta Inc., operating as Adams Enterprises
Legal Department
202-400 4th Avenue South
Lethbridge, Alberta  T1J 4E1
Canada
Email: [email protected]
Phone: 1-866-315-6360

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.