Terms & Conditions for New and Existing Customers

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This Service Agreement (this “Agreement”) dated as of (the “Effective Date”), by and between Ikotel ONTARIO INC (
DBA NENTO), an Ontario corporation (“NENTO”) with head office located at 3622 Dufferin St North York, ON M3K 1N7 and with the
head office located at (“Customer”).
1. Services.
NENTO has developed proprietary software technology (the “Software”) to collect User Data, as hereinafter defined, from users accessing
Customer’s Wi-Fi network (“Users”) (collectively, the “Collection Services”).
To perform the Collection Services, NENTO will install and/or set-up certain devices and equipment (the “Devices”), as agreed upon by
NENTO and Customer in the Device and Fee Schedule attached hereto as “Exhibit A” (the “Device and Fee Schedule”), inside Customer’s
premises (the “Set-up Services”).
NENTO shall perform for Customer the Set-up Services and Collection Services and provide related User Data in accordance with this
Agreement. The Collection Services and Set-up Services will be referred to herein collectively as the “Services.”
2. Term.
The term of this Agreement (the “Initial Term”) shall commence on and continue for a period of one year, unless earlier
terminated by either party pursuant to the terms of this Agreement. The Term will be referred to herein collectively as the “Term”.
a)     Clients ON HOLD Due to Special Circumstances: If a client’s account is approved by Nento to be suspended or put on hold, the
         duration that the account is on hold will be added to the end of the contract, resulting in the extension of said contract.
b)     The maximum hold period cannot be more than 90 days
c)     If the contract is terminated while on hold, the client is responsible for the remainder of the contract
3. Bill and Payment for Services.
a)     If applicable pursuant to the Device and Fee Schedule “Exhibit A” or “Main Contracts”, fees related to Set-up Services may include
         NENTO’s cost of procuring the Devices (the “Device Costs”) and/or any costs incurred in setting-up the Devices (the “Set-up Costs”)
         and/or any costs incurred for the integration of the Devices (the “Hardware Integration Costs”). All associated Set-up Costs referred to
         in “Exhibit A” or “Main Contracts” will be payable up front upon execution of this Agreement, unless waived in accordance with terms
         delimited in “Exhibit A” or “Main Contracts”.
b)     Customer’s fees related to Collection Services will be payable as a periodic recurring charge in accordance with the Device and Fee
         Schedule during the Term of this Agreement.
c)     Customer shall pay all upfront fees set forth on the Device and Fee Schedule upon execution of this Agreement. Customer shall pay
         each periodic recurring payment in advance and due in accordance with the schedule described on the Device and Fee Schedule. Any
         invoice remaining unpaid for more than thirty (30) days from receipt shall accrue interest at a rate of the lesser of one and one-half
         percent (1.5%) per month or the highest rate allowed by law. In the event of any good faith dispute with regard to a portion of an
         invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts owed to NENTO
         shall be paid with interest at the rate set forth above accruing from the date such amounts were originally due.
d)     Customer shall pay for all taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods
         and services, consumption, and other similar taxes or duties. Customer agrees to reimburse and hold NENTO harmless from any
         deficiency (including penalties and interest) relating to taxes that are Customer’s responsibility under this Section. Each party shall be
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         responsible for taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or
         leases.
 4. Customer Responsibilities and Representations.
a)      During performance of the Set-up Services, Customer shall supply NENTO personnel with suitable facilities and resources necessary
         for NENTO’s performance of the Set-up Services. During performance of the Collection Services, Customer shall supply (i)
         sufficient internet connectivity for NENTO to provide the Collection Services, and (ii) continuous and adequate power supply to the
         Devices. Notwithstanding anything to the contrary set forth in this Agreement, Customer acknowledges that NENTO’s ability to
         provide the Collection Services is dependent on the supply of both (i) and (ii) above, as well as Customer personnel’s consistent
         proper use of the Devices. Though NENTO may provide some limited training to Customer personnel regarding use of the Devices,
         Customer acknowledges that it is solely responsible for training and instructing its personnel on safe operation of the Devices.
b)     During the Term and such period thereafter until the Devices, if applicable, are returned to NENTO, Customer will not, and will not
         permit any other person to: (i) interfere with or prevent the operation of the Devices; (ii) modify, tamper with or disassemble the
         Devices; (iii) attempt to gain unauthorized access to the Services or its related Software or Devices; (iv) copy, translate, create a
         derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or Devices or any part thereof; or (v)
         attempt to do any of the above.
c)     Customer acknowledges that NENTO retains all ownership and control over the Devices owned by NENTO as of the Effective Date.
         Customer agrees to operate and handle such Devices with the highest level of care and to return such Devices to NENTO upon the
         expiration or termination of this Agreement in good working condition, reasonable wear and tear expected. Nento will make every
         effort to ensure that the device is in the optimum location for maximum response and minimal disturbance or contact by Customer.
d)     Customer shall be solely responsible for its operation and use of the User Data, as hereinafter defined. NENTO will make available
         the User Data it is provided in performing the Collection Services and is not responsible for reviewing, validating or otherwise
         confirming the accuracy or completeness of User Data. Customer shall obtain all consents necessary from third parties required for
         NENTO to perform its obligations under this Agreement. In addition, Customer shall retain responsibility for its compliance with all
         applicable federal, province and local laws and regulations.
e)     Should the people from the public who access the WIFI for any illicit reason (reasons (i) through (iv) being illustrations and not
         intended to be comprehensive), Customer will hold harmless Nento.
f)     During the Term, User Data will be made available to Customer through NENTO’s website. Upon expiration or termination of this
         Agreement, User Data will continue to be made available to Customer for download for sixty (60) days following the expiration or
         termination date of this Agreement. Thereafter, Customer shall have no right, title or interest otherwise provided for in this
         Agreement in or to the User Data not downloaded by Customer.
g) By initialing/signing this contract the customer understands and accepts the following:

 

Customer is able to cancel within the 30 day money-back guarantee period for full refund as per the term of this contract. The 30 day money-back guarantee period will start on the first day of on-boarding/training. Nento will ensure that the customer’s equipment is delivered and that their on-boarding/training is completed within the first 10 business days of signing up. It is the customer’s responsibility to comply with this timeline. In case Nento is unable to establish contact with the customer within this time frame, the customer will be marked as self-trained. Their 30-day money back guarantee will be voided and they will be subject to an automatic contract term of one-year.

The payment must be submitted within 24 hours of the signature date. If the customer fails to provide a valid method of payment within the first 24 hours, the regular (non-discounted) price will be enforced. The information in regard to pricing can be found on our website:
https://nento.com/nento-price/
Failure to commit within the first 24 hours with a valid payment method, will automatically void the trial period, resulting in an automatic one-year term.
By Initialing, the customer understands that the trial period is no longer valid and will not be honored by Ikotel Ontario Inc if a valid payment
method is NOT provided within the first 24 hours of signing this contract.
5. Rights in User Data.
a)     As used in this Agreement, the term “User Data” shall mean lists, reports, and other documents containing information collected
         from Users through use of the Services (either independently or in concert with Customer or third parties) under this Agreement.
b)     Customer acknowledges and agrees to not sell, rent, or lease the User Data collected to any third parties, and will not provide
         personal information contained in the User Data to any third-party individual, government agency, or company at any time unless
         compelled to do so by law.
c)     Customer acknowledges and agrees that: (i) NENTO retains all rights, title and interest in and to the Software and Devices and any
         related documentation or training materials provided; (ii) any configuration or deployment of the Software shall not affect or
         diminish NENTO’s rights, title, and interest in and to the Software; (iii) if Customer suggests any new features or functionality for
         the Software that NENTO subsequently incorporates into the Software, such new features, functionality, or performance shall be the
         sole property of NENTO; and (iv) NENTO shall own all rights, title and interest in all APIs that are developed by NENTO and in
         any derivative works, modifications, enhancements, or extensions made to the Software, whether created by Customer or NENTO.
         NENTO reserves all rights with respect to the Software not expressly granted to Customer in this Agreement
 6. Proprietary Items.
During the agreement Nento will use proprietary products/materials either owned by themselves or licensed from another company.
Nento consents that Customer uses said proprietary products/materials BUT the owner of said material maintains ownership (whether
Nento or a 3rd party) at all times and does not warrant any quality.
 7. Confidential Information.
The parties agree not to disclose any Confidential Information furnished by the other party, except as provided under this Agreement. For
purposes hereof, “Confidential Information” includes, but is not limited to, each party’s know how, trade secrets, customer lists,
prices, purchasing patterns, designs, data, methodologies, sales and marketing plans, technical, business and financial information,
and Proprietary Items provided by either party, whether or not marked as confidential. Access to the Confidential Information shall
be restricted to NENTO and Customer personnel (including such personnel employed by affiliated entities) on a need-to-know basis
solely for the performance of the Services.
(b)      All Confidential Information disclosed hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of
(a)     completion of the Services, or (b) request by the discloser, unless the receiver is otherwise allowed to retain such Confidential
         Information. NENTO may retain, subject to the terms of this Section, copies of Customer’s Confidential Information required for
         compliance with its record keeping or quality assurance policies.
c)     Nothing in this Agreement shall prohibit or limit either party’s use of information (i) previously known to it without an obligation of
         confidence; (ii) independently developed by or for it; (iii) acquired by it from a third party which is not under an obligation of
         confidence with respect to such information; or (iv) which is or becomes publicly available through no breach of this Agreement.
d)     If either party receives a subpoena or other legal process demanding Confidential Information of the other party, it shall promptly
         notify the other of such receipt and tender to it the defense of such demand. The party receiving the subpoena shall thereafter be
         entitled to comply with such subpoena or other process to the extent permitted by law.
e)     In the event of any breach of this section, the parties agree that monetary damages may not be sufficient to remedy such breach and
         that the non-breaching party may suffer irreparable damages. The parties agree that the non-breaching party will be entitled to seek
         equitable and injunctive relief.
8. Warranty.
a)     Customer represents and warrants that Customer will use the Services and User Data in accordance with this Agreement and all
         applicable laws and regulations.
b)     NENTO warrants that User Data collected is protected and encrypted by Amazon.com Inc.
c)     NENTO warrants that its Services will be provided in a professional and workmanlike manner. If Customer provides NENTO
         written notice of any warranty deficiencies in the Services during the Term, then NENTO will re-perform any such Services not in
         compliance with this warranty.
d)     NENTO’s warranty to ensure that the product works. Should there be any errors/downtime/faulty service Nento is bound an
         obligation of means and NOT and obligation of result. So after a written notice is received they will do their best to rectify the issue and
         return the service to normal. Nento is not financial responsible for any loss incurred for downtime/errors etc. or speed provide from your
         internet provider.
 9. Indemnification
Customer agrees to indemnify, defend and hold harmless NENTO, its principals (partners, shareholders or holders of an ownership
interest) and agents, from and against any third-party claims, damages or causes of action (including attorney’s fees and court costs)
relating to or associated with (i) User Data; (ii) Customer’s breach of any of its obligations, representations, or warranties under this
Agreement; and (iii) the operation of the Devices while on Customer’s premises. NENTO must promptly notify Customer in writing of a
claim and provide reasonable cooperation (at Customer’s expense) and full authority to defend or settle the claim. Customer shall have no
obligation to indemnify for any settlement made without its prior written consent.
 10. Service Marks; Branding.
Customer shall not use, directly or indirectly, in whole or in part, any signature, monogram, logo, trademark, service mark, or trade name
that is now or may hereafter be owned, licensed or used by NENTO (a “NENTO Mark”) except in the manner and to the extent approved
in writing by NENTO prior to any such use. Any permitted use of a NENTO Mark shall be immediately discontinued upon the
termination or expiration of this Agreement.
 11. Relationship of the Parties.
Nothing in this Agreement shall be construed to create any franchise, joint venture, trust, partnership, or any other similar relationship
between the parties for any purpose whatsoever. Customer and NENTO, in performing any of their obligations hereunder, shall be
independent contractors or independent parties and shall discharge their contractual obligations at their own risk subject, however, to the
terms and conditions hereof.
 12. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS
INTERRUPTION, LOST BUSINESS, LOST PROFITS, OR LOST SAVINGS) EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN ONE (1) YEAR
AFTER THE CAUSE OF ACTION AROSE. Notwithstanding anything set forth herein to the contrary, in the event that NENTO is found
liable for any action or inaction pursuant to this Agreement, NENTO’s total cumulative liability for such damages, losses or injuries shall
be the fees received under this Agreement by NENTO during the six (6) months immediately preceding the claim from which the liability
arose.
 13. Termination.
a)     This Agreement may be terminated by either party upon a breach of a material term or condition of this Agreement, which is not
         cured within thirty (30) days from written notice from the non-breaching party.
b)     Upon termination of this contract within the first 30 days, the customer will receive a full refund for the first and last month’s
         payment within 10 business days of the receipt of all equipment by NENTO. Any additional fees such as Menu creation, Social
         Media advertising, Website creation/modification, etc is NONREFUNDABLE.
c)     The customer will not be held responsible for the remainder of the contract term if cancellation is requested within 30 days of the
         start of the contract.
d)     If the customer request service cancellation after the 30-day period from the start date of the contract, the customer is held
         responsible for all remaining monthly payments for the remainder of the contract.
e)     Customer is responsible for the shipping fee for the return of the equipment to NENTO.
f)     Customer must provide a written notice, via email or certified mail, 90 days prior to the last day of their current contract. If Nento is
         not notified within this period, the contract will automatically renew for one additional year.
g)     If the customer opts for the month-to-month plan, offered only once their annual contract has ended, there will be an increase of 50%
         to the contracted monthly fee. The cancellation notice period for the month-to-month plan is 90 days and the notice is to be provided
         in in writing, via email or certified mail. If such notice is not provided, the customer will be charged a fee equal to 90 days of service
         upon termination.
h)     The terms of Sections 5, 6, 7, 9, 10, 12 and 17 shall survive termination of this Agreement and “Main Contract N. A138001”.
14. Refund
Upon termination of this contract within the first 30 days, the customer will receive a full refund for the first and last month’s payment
within 10 business days of the receipt of all equipment by NENTO. Any additional fees such as Menu creation, Social Media advertising,
Website creation/modification, etc is NONREFUNDABLE.
15. Severability.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable,
the remainder of this Agreement shall not be impaired or affected thereby, and each term, provision and part shall continue in full force
and effect and shall be valid and enforceable to the fullest extent permitted by law.
 16. Notices.
All notices and other communications required or permitted under this Agreement shall be in writing and shall be given by first class mail
(or its equivalent), postage prepaid, registered or certified, return receipt requested, transmitted by facsimile, via electronic mail, or by
hand delivery (including by means of a professional messenger service or overnight mail) to the other party at the following address:
NENTO: Ikotel Ontario Inc.
                 2851 Dufferin St North York, ON M6B 3S4
CUSTOMER:
17. Force Majeure.
Neither party shall be liable for any delays or failures in performance (other than payment obligations hereunder) due to circumstances
beyond its reasonable control.
18. Complete Agreement; Miscellaneous.
a)     This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and
         communications, whether oral or written, with respect to the subject matter hereof. The parties agree that there is no oral or other
         agreement between that parties that has not been incorporated into this Agreement.
b)     This Agreement may not be modified or amended except in a writing signed by the parties. No waiver of any provision of this
         Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.
c)     The delay or failure by either party to exercise or enforce any right under this Agreement shall not constitute or be deemed a waiver
         of that party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or
         further exercise thereof or the exercise of any other right.
d)     This Agreement shall be governed by and construed in accordance with the laws of Ontario, without giving effect to conflict of law
         rules and any disputes arising under or relating to this Agreement shall be brought exclusively in the province or federal courts
         located in Toronto, Ontario.
e)     Neither party may assign this Agreement or any rights hereunder without the express written consent of the other party. This
         Agreement is binding on the Parties respective successors and permitted assigns.
f)     This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, taken together, shall
         constitute a single agreement. A document signed and transmitted electronically shall have the same binding effect as an original
         signature on an original document.
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
g)     Our license offers many different modules; even though the customer may use all or only one module, the customer understands that
         they must pay the full monthly subscription that is in the contract.
h)     The customer must provide his or her own credentials for Email and SMS Blast such as Twillio, Telnyx, and Pepipost.  Ikotel Ontario
         Inc will be providing an initial SMS starter package to get the customer launched.
i)     The customer understands that the if the method of payment provided has insufficient funds, the service may be suspended without
         notice and the balance must be paid to Ikotel Ontario Inc with a $49 re-activation fee each time the service is interrupted.
j)     The customer understands that if the service is cancelled by the customer prior to the end of the contract, the balance due will be
         charged at the regular price for the remainder of the contract term. These prices are found on our website: https://nento.com/nentoprice/          (https://nento.com/nento-price/)
k)     The customer understands that in case any payment that is due is not received by Ikotel Ontario Inc on or before the due date, Ikotel
         Ontario Inc will hold the account holder or the individual or signing authority personally responsible for the remainder of the
         contract regardless of the name/company that is on the contract.
l)      In the case of non-payment, the account will be reported to all major credit agencies once the balance is 30 days past due.
m)    Upon cancellation of the contract, the customer will be charged for all equipment and will be issued a refund within 10 business days
         for said equipment once it is shipped back to NENTO and the contents are verified.
n)     The customer is giving authorization to Ikotel Ontario Inc to do a personal and business credit check.
Pre-Authorized Debit Agreement
Ikotel Ontario Inc.
2851 Dufferin St North York, ON M6B 3S4
AUTHORIZATION REQUEST
Customer Information
______________________________     ______________________________
Name                                               Email
______________________________     ______________________________
Address                                           City
______________________   _____________________  _______________________
Province                          Business                       Personal
Payment Detail
I/we authorize Ikotel Ontario Inc. to debit my account for monthly regular recurring payments and/or one-time payments from time to time, for payment of all charges arising under my/our account.
OR

_______________    ___________________    __________________          ____________________
Amount                             Frequency                                   Process Date                                   No. of Installments
I authorize Ikotel Ontario Inc. to debit my bank account as outlined in the payment terms of this agreement.
I agree to waive any legislative or regulatory requirement for pre-notification.
I/we have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this PAD Agreement. To obtain more information about your recourse rights, you can visit www.payments.ca.
This authority is to remain in effect until
Ikotel Ontario Inc. has received written notification from me/us of its change or termination.
This notification must be received at least ten (10) business days before the next debit is scheduled. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAD Agreement at www.payments.ca (http://www.payments.ca/).
Please attach a void cheque or fill account details
____________________       _____________       ____________________
Transit                                               Bank ID                          Account Number
_________________________        __________________________
 Signature                                                        Date
EXHIBIT “A”
DEVICE AND FEE SCHEDULE
One-Time Fees: 1.00
Set-up Costs: 0
Device Costs: 0
Fees due on a Recurring Basis:
Collection Services: 
Cancellation policy/fee: The customer may cancel at any time during the first 30 days from the start of the contract. However,the customer will fully be responsible for any setup fees, Programming and Shipping fee’s that Ikotel or Nento incurred. In case of cancellation within the first 30 days, the customer is only entitled to a refund for the amount of the first and last month’s payment. Returned Payment: $49/Item
MenuOnline Setup Fee: $499/Location (NONREFUNDABLE)
Hub Set up Fee: 199/location (NONREFUNDABLE)
Shipping Fee: $30/Shipment (NONREFUNDABLE)
Note: Payable by automatic bank withdrawals (Void Cheque to be provided by Customer and/or credit card authorization. The credit card is
subject to a 4.99% surcharge for credit processing).
NENTO RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS AT ANYTIME WITHOUT PRIOR NOTICE.
This Service Agreement was updated on 08/03/2021