Terms of Service
URBAN MEASURE INC.

‍These Terms of Service ("Agreement") constitute a legal agreement between you, the Customer, as identified in an Order (as defined below), and Urban Measure Inc. ("Urban Measure"). By submitting a service order or acknowledgement, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you should not submit a service Order.

1. 1. Formation of Contract. This Agreement becomes effective ("Effective Date") upon Urban Measure's review and approval of an Order submitted by the Customer. An "Order" refers to any formal agreement, purchase order, or service request initiated by the Customer and submitted to Urban Measure through Urban Measure's online portal or other designated channels for the provision of measurement services. Upon approval of the Order by Urban Measure, a Statement of Work detailing the specific services to be provided will be issued to the Customer. The contractual relationship between Urban Measure and the Customer is established based on the following hierarchical order of precedence: (1) terms expressly agreed upon in writing between the parties; (2) Urban Measure's proposal or quotation; (3) this Agreement, including any special terms appended; and (4) the approved Order, ensuring that the terms of the Order do not conflict with this Agreement. It is expressly agreed that additional terms concerning warranty, indemnity, limitation of liability, intellectual property rights, or contractual remedies are excluded from this Agreement unless otherwise expressly agreed in writing by both parties.
2. 2. Services of Urban Measure. Urban Measure agrees to perform commercial measurement services as detailed in Urban Measure's provided quote or statement of work, subject to adjustments or modifications pursuant to Section 4 (the “Services"). By placing an Order, the Customer signifies acceptance of this Agreement, including any service-related special terms specified within the Order, which become an integral part of this Agreement. Services will be rendered within the agreed timeframe and at designated Premises. Modifications to the scope of Services necessitate a mutually signed written amendment or a new Statement of Work. Prior written consent from the Customer is required for Urban Measure to access premises, with such consent detailing any specific conditions to ensure safety and policy compliance. The Customer is not bound to a minimum service level and retains the right to terminate or adjust the Service level as per Section 5, following procedures outlined in Section 4.
3. 3. Fees. The Customer shall remit payment for Services rendered in accordance with the contract documents outlined in Section 1. Fees are exclusive of applicable taxes; the Customer is responsible for such taxes unless a valid tax exemption certificate is furnished to Urban Measure prior to Service commencement. Invoices are issued monthly, unless a different schedule is specified in an addendum or quotation. Overdue balances incur interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. In the event of non-payment, the Customer shall bear all collection costs, including but not limited to reasonable attorneys' fees.
4. 4. Change Order. If Customer wishes to change the scope, scheduling or performance of Services, it will promptly (and in any event at least two weeks before such changes are to take effect) submit details of the requested change to Urban Measure in writing. Urban Measure will, within a reasonable time after such request, provide a written estimate to Customer of:

1. the likely time required to implement the change;
2. any necessary variations to the fees and other charges for the Services arising from the  change;
3. the likely effect of the change on the Services; and
4. any other impact the change might have on the performance of this Agreement.

Promptly after receipt of the written estimate, the parties will negotiate and agree in writing on the terms of such change (a "Change Order "). Neither party will be bound by any Change Order· unless mutually agreed upon in writing.

5. 5. Term. This Agreement will commence as of the Effective Date and will continue thereafter until the completion of the Services, unless sooner terminated pursuant to this Section 5.
6. 6. Termination without Cause of Time-and-Materials Agreement. If, and only if, the Services are to be paid on a timely and-materials basis, rather than a fixed-fee basis, Customer may, in its sole discretion, terminate this Agreement or any Statement of Work, in whole or in part, at any time without cause, by providing at least fourteen (14) days' prior written notice to Urban Measure.

Termination for Cause. Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party:

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1. i. materially breaches this Agreement; or

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2. ii. becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not folly stayed within five business days or is not dismissed or vacated within 45 days after filing;

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3. iii. is dissolved or liquidated or takes any corporate action for such purpose; (h) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

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Upon expiration or termination of this Agreement for any reason Customer will pay Urban Measure's fees pursuant to Section 3 arising out of performance by Urban Measure up to and including the date of termination; and each party will return to the other party or destroy Confidential Information pursuant to Section 13.

The rights and obligations of the parties set forth in this Section 5 as well as Sections 1, 3, 5, 8, 9, 10 through 12 and 15 through 22, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

7. 7. Right to Suspend Performance. If the Customer (i) delays in paying or fails to pay any invoice within thirty (30) days of its due date, or (ii) materially breaches any terms of this Agreement, Urban Measure reserves the right to immediately suspend the performance of the Services until such time as the Customer remedies the breach to Urban Measure's satisfaction. Further, Urban Measure may suspend performance with immediate effect if it possesses reasonable concerns regarding the Customer's ability to meet its obligations under this Agreement, provided that Urban Measure notifies the Customer in writing of such concerns and the Customer fails to provide adequate assurance of performance within three (3) business days of such notification.
8. 8. Customer Responsibilities and Access to Premises. The Customer shall grant Urban Measure, its employees, agents, and subcontractors, access to the premises where the Services are to be performed, at the times mutually agreed upon by both parties. It is understood and agreed that any necessary access to the premises is critical for the timely and efficient delivery of Services by Urban Measure. In the event that access to the premises is not granted for any reason, the Customer must provide Urban Measure with written notice of such inability to grant access no less than 48 hours prior to the scheduled date and time for the Services to be performed. Failure to provide such timely notice shall result in Urban Measure's fees being due and payable in full, regardless of the inability to access the premises as scheduled. This ensures that Urban Measure is compensated for the allocation of its resources in anticipation of performing the scheduled Services. Urban Measure acknowledges that unforeseen circumstances may prevent timely access to the premises. In such cases, both parties agree to work in good faith to reschedule the Services at a mutually convenient time, without waiving Urban Measure's right to compensation as outlined above. This clause is designed to encourage prompt and clear communication between the Customer and Urban Measure, facilitating a cooperative approach to scheduling and access issues, while protecting Urban Measure's interests.

7. 9. Data Accuracy and Limitations. Urban Measure endeavors to ensure that all measurements and data proved as part of the Services are accurate and reflect the best industry practices. However, the Customer acknowledges that all property measurements and related data are estimates and may be subject to inherent limitations and variances. The Customer agrees that Urban Measure shall not be liable for any discrepancies within a margin of error consistent with industry standards. The Customer is responsible for the verification of any data provided by Urban Measure before making any related decisions or actions.
8. 10. Compliance with Measurement Standards. In the provision of measurement services, Urban Measure commits to adhering to the highest standards of accuracy and reliability, relying on provincial processes and standards appropriate to each order. This includes, but is not limited to, compliance with the Alberta-based Residential Measurement Standard (RMS) and The Building Owners and Managers Association (BOMA) International Measurement Standards. Urban Measure ensures that all services provided will be conducted in accordance with the relevant standards applicable to the location and nature of the property being measured, ensuring that customers receive consistent and reliable measurement data tailored to their specific needs and regulatory requirements.
9. 11. Customer Representations and Warranties. The Customer hereby represents and warrants that it possesses the legal rights necessary to grant Urban Measure access to and use of the Prerequisites required for performing the Services. Furthermore, the Customer guarantees that all equipment and tools provided by the Customer for the execution of the Services are in proper working order, have been maintained in accordance with the manufacturer’s guidelines, and will continue to be maintained at the Customer’s expense during the term of this Agreement. In the event that Urban Measure, exercising reasonable discretion, determines that any such equipment or tool requires replacement to ensure the proper provision of the Services, the Customer shall be responsible for such replacement at its own cost.
10. 12. Urban Measure Warranties. Urban Measure represents, warrants, and covenants that it specializes exclusively in the provision of measurement services as outlined in this Agreement. It confirms:

(i) Its engagement in providing professional measurement services;

(ii) Its possession of the necessary expertise and professional and technical skills required for delivering high-quality measurement services.

Urban Measure guarantees the quality of its measurement services, ensuring they are performed according to industry standards and the specifications agreed upon in this Agreement. If the services provided are found to be deficient due to a breach of this warranty, Urban Measure commits to either correct or re-perform the deficient services at no additional charge to the Customer, provided that the Customer notifies Urban Measure of such deficiencies within thirty (30) days from the completion of the services.

Exclusions from this warranty include damages or deficiencies caused by:

(a) The Customer's failure to provide a suitable environment or conditions as may be necessary for the proper execution of the measurement services;

(b) Use of the measurement data for purposes beyond the scope for which it was designed;

(c) External causes such as accidents, natural disasters, or other force majeure events that are beyond the control of Urban Measure;

(d) Unauthorized actions or interventions by parties other than Urban Measure that affect the measurement data or service outcome.

Urban Measure expressly excludes all other warranties, express or implied, not explicitly stated in this section, including any implied warranties of merchantability or fitness for a particular purpose.

13. Limited Liability and Limitation of Action

URBAN MEASURE'S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE MEASUREMENT SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SPECIFIC MEASUREMENT SERVICES FROM WHICH THE CLAIM ARISES. NOTWITHSTANDING THE FOREGOING, URBAN MEASURE WILL NOT BE LIABLE FOR: ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME, LOST PRODUCTION, REVENUE, OR PROFIT, ARISING FROM THE PROVISION OF MEASUREMENT SERVICES, EVEN IF URBAN MEASURE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPTIONS TO THIS LIMITATION INCLUDE LIABILITIES FOR:

(A) DEATH OR BODILY INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY RESULTING FROM URBAN MEASURE'S NEGLIGENCE;

(B) BREACHES OF CONFIDENTIALITY OBLIGATIONS AS SPECIFIED IN THIS AGREEMENT;

(C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL ACTS BY URBAN MEASURE.

SHOULD ANY PROVISION OF THIS SECTION BE DEEMED UNENFORCEABLE, IT IS AGREED THAT URBAN MEASURE'S LIABILITY WILL BE LIMITED TO DIRECT, ACTUAL DAMAGES INCURRED BY THE CUSTOMER, EXCLUDING ANY FORM OF INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.

14. 14. Repair or Damage. Except for any loss or damage caused by Urban Measure's negligent acts or omissions, Customer will be liable for any loss or damage to any materials, equipment, or other property (i) contained in or constituting a part of any Premises (ii) used for or in relation to performance of Services, or (iii) owned, leased or hired by either party in connection with this Agreement.
15. 15. Confidential Information. Either party may disclose to the other business and technical information that it considers to be confidential ("Confidential Information"). Confidential Information includes all business or technical information disclosed by a disclosing party to a receiving party, directly or indirectly, in writing, orally or visually, except information that: (a) was already in the receiving party's possession prior to its receipt from the disclosing party, without restriction on its use or disclosure; (b) is or becomes available to the general public through no act or fault of the receiving party; (c) is rightfully disclosed to the receiving party by a third party without restriction on its use or disclosure; or (d) is independently developed by the receiving party. Confidential Information will be: (a) used solely to conduct business with and for the benefit of the disclosing party; and (b) disclosed to a third party only to the extent necessary to conduct business with or for the benefit of the disclosing party. The receiving party will take all necessary steps to protect any Confidential information with at least the same degree of care that it uses to protect its own confidential and proprietary information of like kind, but in no event less than reasonable care. Notwithstanding what is set forth above in this Section, Confidential information may be disclosed (a) if required by law, rule, regulation or court order, or (b) if reasonably required in order to enforce rights under this Agreement. The receiving party will, at the request of the disclosing party or upon termination or expiration of this Agreement, whichever is sooner, return or destroy any documents (whether electronic or physical) containing any Confidential information (other than backup copies which will remain subject to the confidentiality obligations of this Agreement).
16. 16. Intellectual Property. Urban Measure retains all right, title, and interest in and to all original works, including measurement methodologies, techniques, software, part programs, and data developed or created by or for Urban Measure, irrespective of their use in the performance of the Services. This includes both intellectual property created during the provision of Services and any derivatives thereof that are based on intellectual property owned by the Customer but developed or enhanced by Urban Measure. Except as expressly provided in this Agreement, no rights in any Urban Measure intellectual property are granted to the Customer. Urban Measure acknowledges that the Customer retains all of their right, title, and interest in and to their pre-existing intellectual property, and any intellectual property provided by the Customer for the purpose of enabling Urban Measure to perform the Services.
17. 17. Exclusive Use and Indemnification. The Customer acknowledges and agrees that all work performed, measurements taken, and any other work product provided by Urban Measure under this Agreement ("Work Product") are produced for the sole and exclusive use of the Customer, for the purpose explicitly outlined within the scope of this Agreement. The Customer further agrees not to use, nor permit the use of, the Work Product for any purpose outside of this scope without the express written consent of Urban Measure. The Customer shall not, under any circumstances, allow a third party to rely on the Work Product provided as part of the Services without obtaining a prior written agreement from Urban Measure that expressly permits such reliance. Should any third party rely on the Work Product without such written consent, directly or indirectly, the Customer agrees to indemnify, defend, and hold harmless Urban Measure, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising from or in any way connected with such unauthorized third-party reliance. This indemnification obligation will survive the termination or expiration of this Agreement and is in addition to any other rights or remedies available to Urban Measure under this Agreement or applicable law.
18. 18. Rules and Regulations. Urban Measure, Urban Measure's agents, and its and their employees will comply with all applicable Customer health and safety requirements and procedures while performing the Services on Customer's Premises. Urban Measure will comply with all Customer rules, policies and regulations Customer applies to its own employees and suppliers on the Premises that are not inconsistent with this Agreement. All regulations and rules of Customer which may be in effect regarding passes, badges, smoking, fire prevention, business ethical conduct and conduct on the respective Premises will be observed by Urban Measure and its agents; provided, however, such regulations and rules have been provided to Urban Measure. Urban Measure will at all times enforce discipline and good order among Urban Measure employees and agents and will not employ for the performance of the Services any unfit person or anyone not skilled in the work assigned. Urban Measure may take photographs of the Premises or on the Premises without prior written authorization of Customer.
19. 19. Severability. Invalidation of any of the provisions contained herein, or the application of such invalidation thereof to any person, by legislation, judgment or court orders, will in no way affect any of the other provisions hereof or the application thereof to any other person, and the same will remain in full force and effect, unless enforcement as so modified would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement.

14. 20. Force Majeure. No party will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing .any term of this Agreement (except for any obligations of Customer to make payments to Urban Measure), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire or explosion; (c) war, invasion, pandemic, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes labor stoppages or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; or (h) any other event which is beyond the reasonable control of such party (each of the foregoing, a "Force Majeure Event"). A party whose performance is affected by a Force Majeure Event will give notice to the other party, stating the period of time the occurrence is expected to continue and will use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
15. 21. Other Conditions. This Agreement constitutes the entire understanding and agreement between the Parties relating to the Services and supersedes and replaces any and all prior agreements, whether written or oral, that may exist between them with respect thereto. This Agreement may be amended only by an instrument in writing signed by both Parties. Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, that, upon prior written notice to the other party, either party may assign the Agreement to an Affiliate of such party or to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation or acquisition. No assignment will relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing will be null and void.
16. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta for any legal action or proceeding arising out of or in connection with this Agreement.

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