These Terms are an agreement between you and xFacilitator Inc., operating as WILDCARD * Managed IT Services ("WILDCARD", "we", "us"), a corporation registered in Alberta, Canada. By using our website, buying a subscription, or authorizing one of our applications, you agree to them. If you do not agree, please do not use the service.
If your organization has signed a Master Services Agreement, statement of work or service schedule with WILDCARD, that document governs the services it covers. Where it conflicts with these Terms, the signed agreement prevails for those services. These Terms govern everything else: this website, our self-serve subscriptions, and our applications.
Our services are sold to businesses and organizations. You must be at least 18 years old, and you must have authority to enter this agreement on behalf of the organization you are buying for. If you are buying for an organization, "you" means that organization.
You are responsible for the accuracy of the information you give us, for keeping your credentials confidential, and for what happens under your account. Tell us promptly at [email protected] if you believe your account has been compromised.
WILDCARD provides cybersecurity and managed IT products, which may include security monitoring, identity monitoring, backup, email and domain security, awareness training, and administrative management of your Microsoft 365 or Google Workspace tenant. The specific products you receive are the ones listed in your order, your quote or your signed agreement.
We may change, improve or discontinue a feature. If we discontinue a product you subscribe to, or make a change that materially reduces it, we will give you at least 30 days notice by email and you may cancel that subscription without further charge.
We may change prices. For an existing subscription we will give you at least 30 days notice by email before a price change takes effect, and you may cancel before it does.
If an invoice is not paid by its due date we may charge interest at 1.5% per month (19.56% per year) on the outstanding balance, and we may suspend the service after giving you notice and a reasonable opportunity to pay. Suspension does not cancel the charges that continue to accrue under your subscription.
You may cancel a self-serve subscription at any time, with no cancellation fee and no minimum term. Cancellation takes effect at the end of the billing period you have already paid for. Your service continues until then, and it does not renew afterwards.
Fees already paid are not refunded, and partial periods are not prorated. Cancelling at any time means you are never locked into the next period. It does not mean money already paid for the current period comes back.
Services bought under a signed agreement with a committed term are governed by the termination provisions of that agreement.
We may suspend access immediately, without prior notice, where we reasonably believe conduct puts our systems, our other clients or any person at risk. We will tell you why as soon as we can.
Delivering security services depends on your cooperation. You agree to give us the access and authorizations the service requires, to keep your contact and billing details current, to apply the changes we recommend where the service depends on them, and to tell us promptly about a suspected security incident. Where you decline a recommendation that the service depends on, we may not be able to deliver the protection that depends on it.
Where you authorize WILDCARD to administer your Microsoft 365 or Google Workspace tenant, you confirm you have authority to grant that access. We use it only to deliver and support the services you have engaged us for, as our Privacy Policy describes in detail, including the specific permissions we request and the limits we commit to. You may withdraw that access at any time, and doing so may prevent us from delivering services that depend on it.
Some of what we deliver includes software and services from vendors such as Microsoft, Google, Kaseya, Datto and Stripe. Your use of those products is also subject to their own terms. We are not responsible for a third-party vendor's acts, omissions, outages, price changes or product decisions, though we will work with you and with them to resolve a problem.
Each of us will protect the other's confidential information, use it only to perform this agreement, and disclose it only to people who need it and are bound to protect it. This does not apply to information that is public through no fault of the receiving party, was already known to it, or that the law requires it to disclose. These obligations continue for three years after this agreement ends, and indefinitely for information that is personal information or a trade secret.
Your data stays yours. We claim no ownership of it, and we use it only to deliver, support, secure and improve the service, and as the Privacy Policy sets out. On request within 30 days of termination we will return or delete your data, except where we must retain a record to meet a legal obligation.
WILDCARD retains all rights in our brand, our software, our documentation, our methods and our reports. We grant you a non-exclusive, non-transferable right to use them for your own internal business purposes for as long as your subscription is active. Feedback you send us may be used to improve the service without obligation to you.
We work to keep the service available and responsive, and we may take it down for planned maintenance, which we will schedule outside business hours where we can. We do not promise the service will be uninterrupted or error-free. Where a specific uptime or response commitment applies to you, it is the one set out in your signed agreement or service schedule.
No security service eliminates risk. We deliver our services with reasonable skill and care, and in line with recognized industry practice. Beyond that, and to the extent the law allows, the services are provided as they are, without further warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that our services will prevent every cyber attack, data loss, outage or unauthorized access.
Nothing in these Terms limits a warranty or condition that applicable consumer protection law does not allow us to limit.
To the extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost data, even if it was told such damages were possible.
Our total liability arising out of or relating to these Terms, whatever the cause of action, is limited to the fees you paid us for the affected service in the 12 months before the event that gave rise to the claim.
These limits do not apply to your obligation to pay fees, to either party's liability for fraud, willful misconduct or gross negligence, or to a liability that the law does not allow to be limited.
You will defend and indemnify WILDCARD against third-party claims arising from your breach of these Terms, your unlawful use of the service, your infringement of a third party's rights, or your failure to hold the authority you confirmed you held when granting us access. We will defend and indemnify you against a third-party claim that our own software infringes that party's intellectual property rights. In either case the indemnified party must give prompt notice and reasonable cooperation, and the indemnifying party controls the defence and any settlement that binds the other.
Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate or suspend immediately where you become insolvent, or where your conduct falls under section 8. On termination your right to use the service stops, and fees accrued to that date remain payable.
Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, terrorism, civil unrest, epidemic, labour action, government act, or failure of a utility, telecommunications carrier or upstream cloud provider. The affected party will tell the other promptly and work to limit the effect.
We may update these Terms. The version and effective date at the top of this page always show the current version. For a material change affecting an active subscription we will give account holders at least 30 days notice by email, and continuing to use the service after the change takes effect means you accept it. If you do not accept it, you may cancel under section 7.
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada that apply in it, without regard to conflict of laws rules. The courts of the Province of Alberta have exclusive jurisdiction, and each party submits to the jurisdiction of those courts and of the courts of appeal from them.
If a dispute arises, we both agree to try to resolve it in good faith first. Either party may escalate in writing, and we will each have a person with authority to settle talk within 15 business days. If that does not resolve it within 30 days, either party may refer the dispute to mediation in Edmonton, Alberta, with a single mediator agreed between us and costs shared equally. Nothing here stops either party from seeking injunctive relief from a court to protect confidential information or intellectual property.
Legal notices: [email protected]. Privacy requests: [email protected]. Everything else: [email protected] or +1 888 274 3530.
xFacilitator Inc., operating as WILDCARD * Managed IT Services, 10650 113 ST NW, Suite 234, Edmonton, Alberta, T5H 3H6, Canada.