AWEsome Numbers Inc End User License Agreement (EULA) – Last update August 22, 2025
This End User License Agreement (this “Agreement”) is a legal agreement between AWEsome Numbers Inc, a corporation incorporated under the laws of Canada, with offices located in Ontario (“AWEsome Numbers Inc”) and the customer identified in an executed order (“Customer”). This Agreement governs Customer’s access and use of AWEsome Numbers Inc’s proprietary RiskGATOR platform, hosted services, and any associated documentation or materials (collectively, the “Service”). By completing the purchase of RiskGATOR or by accessing the Service, Customer agrees to be bound by the terms of this Agreement.
1. DEFINITIONS
“Affiliate” Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Customer Data” All data submitted by Customer or its Authorized Users to the Service.
“Documentation” User guides, technical manuals, and other materials describing the use and operation of the Service.
“Intellectual Property Rights” All intellectual property rights, including patents, copyrights, trade secrets, trademarks, moral rights, and other proprietary rights.
“Proposal” A written proposal or order form executed by both parties that references this Agreement.
“Subscription Term” The period during which Customer is authorized to access and use the Service as specified in a Proposal.
“Users” Individuals authorized by Customer to access and use the Service, including employees, contractors, and agents.
2. ACCESS TO THE SERVICE
2.1 Access. Subject to the terms of this Agreement and payment of applicable fees, AWEsome Numbers Inc grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Customer’s internal business operations.
2.2 Use Restrictions. Customer shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Service available to any third party; (b) modify or make derivative works based on the Service; (c) reverse engineer or access the Service to build a competitive product; (d) use the Service in violation of applicable laws.
3. CUSTOMER RESPONSIBILITIES
3.1 Compliance. Customer is responsible for all activities conducted under its accounts and shall comply with all applicable laws including privacy, export, and data protection laws in Canada (PIPEDA), the U.S. (HIPAA), and the European Union (GDPR).
3.2 Account Security. Customer shall maintain the confidentiality of access credentials and promptly notify AWEsome Numbers Inc of any unauthorized use.
3.3 Data Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquires such data.
4. DATA PRIVACY ASSURANCE
4.1 Nature of Data. AWEsome Numbers Inc does not access, process, or store any personal information or individually identifiable health data. The Service is designed exclusively for the handling of anonymized and aggregate laboratory quality control data used to support institutional quality management activities.
4.2 No Personal Data Processed. The data used within the Service does not include names, medical record numbers, or any identifiers regulated under privacy laws such as PIPEDA, HIPAA, or GDPR.
4.3 Privacy Compliance. As no personal data is processed, a Data Processing Agreement (DPA) is not required. AWEsome Numbers Inc adheres to best practices in system security and confidentiality, suitable to support aggregate analytical data workflows.
5. SUPPORT AND SERVICE LEVELS
5.1 Support. AWEsome Numbers Inc shall provide support as outlined in the applicable Proposal or AWEsome Numbers Inc’s standard support policy.
5.2 Service Availability. AWEsome Numbers Inc shall use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of 99.5%, excluding scheduled maintenance and force majeure events.
6. FEES AND PAYMENT
6.1 Fees. Customer shall pay fees as specified for each product. Fees are non-cancelable and non-refundable, except as expressly provided herein.
6.2 Invoices. Unless otherwise stated, fees are due within 15 days of the invoice date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
6.3 Taxes. Fees exclude all applicable taxes, and Customer shall be responsible for all such taxes except those based on AWEsome Numbers Inc’s net income.
7. INTELLECTUAL PROPERTY
7.1 Ownership. AWEsome Numbers Inc retains all rights, title, and interest in and to the Service, including all Intellectual Property Rights. No rights are granted to Customer except as expressly set forth herein.
7.2 Feedback. AWEsome Numbers Inc may use any suggestions, enhancement requests, or feedback provided by Customer without restriction or compensation.
8. CONFIDENTIALITY
8.1 Definition. “Confidential Information” means non-public business, technical, or financial information disclosed by one party to the other.
8.2 Obligations. Each party agrees to maintain the confidentiality of the other party’s Confidential Information and not disclose or use it for any purpose outside the scope of this Agreement.
9. WARRANTIES AND DISCLAIMERS
9.1 Mutual Warranties. Each party represents and warrants that it has the legal authority to enter into this Agreement.
9.2 Disclaimers. THE SERVICE IS PROVIDED “AS IS.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, AWEsome Numbers Inc DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. INDEMNIFICATION
10.1 By AWEsome Numbers Inc. AWEsome Numbers Inc shall defend and indemnify Customer from third-party claims alleging that the Service infringes a valid intellectual property right, subject to limitations.
10.2 By Customer. Customer shall defend and indemnify AWEsome Numbers Inc from claims arising from Customer’s breach of this Agreement or misuse of the Service.
11. LIMITATION OF LIABILITY
11.1 Limitation. IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE PROPOSAL IN THE 1 MONTH PRIOR TO THE INCIDENT.
11.2 Exclusion. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.
12. TERM AND TERMINATION
12.1 Term. This Agreement begins on the Effective Date and continues until subscription has expired or been terminated.
12.2 Termination. Either party may terminate this Agreement upon 10 days’ written notice if the other party is in material breach and fails to cure.
12.3 Effect. Upon termination, Customer will have access to the product until subscription expires, Customer shall cease use of the Service and AWEsome Numbers Inc shall delete Customer Data in accordance with its policies.
13. GENERAL
13.1 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. The parties agree to submit to the jurisdiction of the courts of Ontario, unless otherwise mutually agreed in writing for specific disputes.
13.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except to an Affiliate or in a merger or acquisition.
13.3 Entire Agreement. This Agreement, including all Proposals and referenced documents, constitutes the entire agreement between the parties.
13.4 Amendments. AWEsome Numbers Inc may update this Agreement from time to time. Updates will be posted at awesome-numbers.com/eula.
13.5 Force Majeure. Neither party shall be liable for delays or failure in performance due to causes beyond its reasonable control.