PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. These Terms and Conditions (the “Terms and Conditions”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “You”, “Your”, “your”, “user” or “User”) and CrossingsCloud Inc., sometimes doing business as Tressl, and its licensors and affiliates (collectively, “We”, “we”, “Us”, “us”, “Our”, “our” or "Tressl"). Tressl makes available a cloud-based portal and platform that augments and streamlines the application and approval processes for crossing, ground disturbance, and road use applications, namely providing a conduit and portal for connecting applicant Users and approver Users (collectively, the “Platform”). Your access to and use of the services offered by Tressl and the content provided by other Users by or through the Platform is expressly conditioned on your acceptance without modification of the following Terms and Conditions.

If you accept these Terms and Conditions, click on the “I Accept” button below, click on the “I Accept” box, or take other positive step to indicate your agreement to these Terms and Conditions. That action is the equivalent of your signature and indicates your acceptance of these Terms and Conditions and that you intend to be legally bound by them. Your use of the Platform and/or the Tressl website constitutes acceptance of these Terms and Conditions.

Tressl may modify, supplement or amend these Terms and Conditions at its sole discretion. If so, you will be notified the next time you use the Platform, and given an opportunity to accept the modifications. Your continued use of the Platform will be evidence that you acknowledge and agree to be bound by the modified Terms and Conditions. If you do not accept the modifications, you are no longer entitled to use the Platform.

The Services (as defined herein), Platform, and our website are available only to, and may only be used by persons who can enter into legally binding contracts under applicable law. Without limiting the foregoing, the Services, Platform, and our website are not available to minors.

1. Use of the Platform – Subject to all of the terms and conditions of these Terms and Conditions, Tressl grants you a limited, non-exclusive, non-transferable and personal license to access and use the Platform and have an object code version of the web-enabled software Platform reproduced on your machine, solely to support User’s use of the Services and Platform and otherwise in accordance with the documentation and these Terms and Conditions, provided you have created an account through the Platform by registering to use the Platform (an “Account”) or have signed in as a guest and are in compliance with these Terms and Conditions. In these Terms and Conditions, reference to “Users” herein shall include both Users who subscribe to and register an Account through the Platform and Users who do not register through the Platform.
2. Copyright Laws – All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Services and Platform, and the Tressl software, product concept, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are all owned by Tressl or its licensors or content suppliers. The Platform and all content included on the Platform is the property of Tressl or its licensors or content suppliers and protected by Canadian and international copyright laws. You agree not to permit access to the Platform to others, and not to publish, reproduce, sublicense or modify any content appearing on the Platform for any purpose without the prior written consent of Tressl.
3. Tressl Software-as-a-Service (SaaS) – The Platform facilitates the electronic exchange of information between Users for the application, review and approval processes for ground disturbances, facility crossings, road use requests, permitting, and other applications (the “Services”). Users acknowledge that this information exchange is between Users, and that the Platform provides efficient exchange of information to streamline such application, review and approval processes between Users. Tressl does not act as approver or applicant, and does not process or assess any applications submitted or exchanged via the Platform, but provides the Platform as a conduit to connect approvers and applicants for the purposes of the Services. The Services and these Terms and Conditions shall in no way alter the obligations and liability that each of the Users have to one another, including any obligations or liability owed in connection with the care, completeness, accuracy, and diligence of their respective applications, materials, and other work product.
4. Security Measures – You will implement and maintain appropriate protection in relation to the security and control of access to your personal computer or any other computer through which you access the Platform, and that you will prevent the introduction to the Platform of computer viruses or other similar harmful or inappropriate materials, devices, information or data. You assume all risks associated with the use and storage of information on your personal computer or on any other computer through which you access the Platform.
5. Access at Sole Discretion of Tressl – In its sole discretion and for any reason, in addition to any other rights or remedies available to Tressl and without any liability whatsoever, Tressl at any time and without notice may terminate or restrict your access to any component of the Platform.
6. Compensation and Payment Terms – The Services and the provision thereof by Tressl are provided pursuant to the following Terms and Conditions:
1. Users may use the Services to prepare or submit applications through the Platform. The fees and total compensation for applications prepared or submitted through the Platform shall be charged on a per-use basis, or on a subscription basis. With respect to applications prepared or submitted through the Platform on a per-use basis, each application prepared or submitted by a User shall be a separate scope of work, and upon the completion of the application, Tressl shall have no further obligation to you. Users may also, or in the alternative, associate and register their account with a subscriber to the Platform and Services, in which case submissions by User through the Service and Platform shall be deducted from subscriber’s account.
2. All fees, compensation, and other charges payable are exclusive of all taxes, information charges, governmental fees, and similar levies payable in or to any jurisdiction or authority.
3. Tressl may suspend the Services if the User’s account is not kept current by the User, with up to date address, payment, and contact information. Any such suspension of Services will not give rise to any right of termination by the User nor any claim by the User for breach of Tressl’s obligations under these Terms and Conditions.
4. Users may provide their credit card information, and by agreeing to prepare or submit applications through the Platform and Services and providing the User’s credit card information, the User hereby authorizes Tressl (or its designee) to charge the User credit card for all fees incurred in accordance with the applicable Services, where applications are prepared or submitted through the Platform on a per-use basis.
5. Payments for the purchase of Tressl’s Services may be processed through Stripe, at Tressl's discretion. For more information on Stripe’s security practices, please see https://stripe.com/en-ca/legal
6. Foreign Transaction Fees – User acknowledges that for certain credit cards, the issuer of User’s credit card may charge a foreign transaction fee or other charges, and User shall be responsible for any such foreign transaction fees.
7. Changing Credit Card Information - At any time, the User may change their credit card information by entering updated credit card information via the User’s Account page made available through the Platform.
8. CrossingsCloud Inc. (d/b/a Tressl) GST Registration: # 715641320RT0001.
7. Nature of Engagement – Tressl makes available the Platform and Services as an independent contractor. Nothing contained in these Terms and Conditions shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties or any of them. Tressl shall neither act or purport to be acting as the legal agent of the User, nor enter into any agreement on behalf of the User, or, otherwise bind or purport to bind the User, or cause the User to incur liability in any manner whatsoever.
8. Access to Services – Each User may access and use the Platform and Services solely for its own benefit or the benefit of its organization, and in accordance with the terms and conditions of these Terms and Conditions. Use of and access to the Platform and Services is permitted only by the User who registers the Account or registers as a Guest to use the Platform, and such registration is not transferable. Each User shall keep its user ID and password information strictly confidential and not share such information with any other person, including any unauthorized person not authorized to access and use the Platform and Services. User IDs and passwords are granted to individual, named persons and may not be shared. Where multiple persons in an organization use the Platform, each such person shall register separately as a User. Notwithstanding the foregoing, each User (and the User’s organization with which the User’s account is associated or registered, if applicable) will be responsible for any and all actions taken using the User’s Account through the Platform and the User’s user ID and password.
9. Confidentiality – Each User agrees that Tressl is not responsible for any information provided by any User. It is each User’s responsibility to safeguard their respective personal and confidential information. For additional information, please see the Tressl Privacy Policy, which is available at https://app.tressl.ca/legal/privacy-policy.html.
10. Privacy Policy – All use, collection, and disclosure of your personal information will be governed by Tressl's Privacy Policy, which is available at https://app.tressl.ca/legal/privacy-policy.html. By agreeing to these Terms and Conditions and making use of the Services and Platform, you acknowledge and agree that you have read and consent to Tressl's Privacy Policy, and you agree that the terms of Tressl's Privacy Policy are reasonable. You consent to the collection, use and disclosure of your personal information by Tressl in accordance with the terms of and for the purposes set out in Tressl's Privacy Policy.
11. Disclaimer – Except as expressly set out in these Terms and Conditions, the Platform and Services are provided “as is” and “as available”, without any other representations, warranties or conditions or guarantees, and Tressl disclaims and will not be bound by any other representations, warranties, conditions, or guarantees whatsoever in connection with the Services and your use and enjoyment thereof, whether express, implied or statutory, including, without limitation, any warranties of accuracy, timeliness, performance, completeness, merchantability, workmanlike quality, title, fitness for a particular purpose or any purpose, and non-infringement of any rights including intellectual property rights of any other party. Tressl provides the Services and Platform to connect applicant Users and approver Users, and Tressl does not review, assess, process, or approve applications. Tressl offers no representation, warranty, or guarantee that applications will be approved, or that applications are in the correct form for approval. Without limiting the generality of the foregoing, Tressl makes no warranty that (i) the website, the Services, the Platform, or any content posted to the Platform will meet the User’s requirements, (ii) the website, the Services, the Platform, or the content will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from your use of the website, the Services, the Platform, or the content will be accurate or reliable, (iv) the quality of any products, Services, information obtained by the User through the website, the Services, the Platform, or the content will meet any particular User’s expectations, and (v) any errors in the software operating on the website or the Platform will be corrected. Any material downloaded or otherwise obtained through the use of the website, the Platform, or the Services is done at the User’s own discretion and risk. The User will be solely responsible for any damage to their computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the User from the website or through or from the Services or the content shall create any warranty or condition not expressly stated in the terms. You acknowledge and agree: (i) that Tressl shall not be liable for any act or omission by any other third party; and (ii) that no agent, employee or representative of Tressl has any authority to bind Tressl to any representation, warranty, guarantee or assurance relating to the Services, the Platform, the content or these Terms and Conditions.
12. Updates and Maintenance – Certain events beyond our control may make it impossible or not commercially reasonable for Tressl to fulfill some or all of our obligations and Services under these Terms and Conditions. Tressl is not legally responsible to the User if any event beyond our control makes it impossible or not commercially reasonable for Tressl to fulfill some or all of our obligations and Services, and we will endeavour to resume our obligations and Services as soon as we reasonably can. These Terms and Conditions will otherwise remain in full effect.
13. Service Availability – The User acknowledges that temporary interruptions, downtime, or lack of availability of the Platform and Services may occur from time to time as normal events. Further, the User acknowledges that Tressl may decide to cease making any portion of the software, Services, or Platform available at any time and for any reason. Under no circumstances will Tressl or its suppliers be held liable for any damages or loss suffered or allegedly suffered by you due to such interruptions or lack of availability of the software, Services, or Platform.
14. Security – Tressl uses commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or any data or personal information of Users. However, without limiting the generality of the disclaimers of warranties, representations, and liability set out in these Terms and Conditions, Tressl will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Tressl’s control.
15. Consequential Damages – In no event will Tressl be liable for any incidental, consequential, special, exemplary, punitive or indirect damages of any nature (including for lost profits, lost business, lost goodwill, and business interruption), for any reason whatsoever, including a breach of these Terms and Conditions or access to or use of or inability to use the Services, whether that liability is asserted on the basis of indemnity, contract, tort (including negligence) or otherwise, even if Tressl has been warned of the possibility of such damages.
16. Limited Damages – To the extent permitted by applicable law, in no event will Tressl or any of its directors, officers, employees, or agents be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, direct, indirect, incidental or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with any use of the Platform or its content, or the Services offered by or in connection with the Platform, even if advised of the possibility of damages. If Tressl should be found liable for any injury, loss, claim, or damage which arises out of or is in any way connected with any of the functions or uses of the Platform or its content, or any of the Services offered by or in connection with the Platform, the liability of Tressl will in no event exceed in the aggregate the amount paid by User under these Terms and Conditions for the specific Services or function of the Platform to which the injury, loss, claim, or damage relates.
17. Indemnification – The User shall indemnify Tressl from and against all losses, damages, costs and expenses, and save Tressl harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made or brought against or suffered by Tressl, or which Tressl may suffer or incur as a result of, in respect of or arising out of, the User’s use of the Platform or Services, save and except for any claims, demands, actions, lawsuits or proceedings that arise specifically out of any fraudulent activities or wilful misconduct of Tressl.
18. Effective Date and Electronic Execution – The Effective Date of these Terms and Conditions with respect to the access and use of the Platform and Services by each User will be the date which is the earlier of: the date of each User’s initial access to any Service through any online provisioning, registration, or use; and the date that these Terms and Conditions are executed electronically by the User accepting the terms of the Terms and Conditions on the Tressl web portal which presents these Terms and Conditions.
19. Termination – Tressl or the User, may terminate these Terms and Conditions with thirty (30) days’ written notice to the other Party. User acknowledges that User’s termination of these Terms and Conditions shall not terminate any subscription services agreement pursuant to which the User accesses the Platform and Services, which shall be subject to termination as set out in the applicable subscription services agreement.
20. Effect of Termination – Upon termination of these Terms and Conditions for any reason, Tressl will immediately stop providing Services and discontinue User’s access to the Platform, and User will immediately cease any and all use of the Services and Platform.
21. User Cooperation – Tressl will not be responsible or liable for, nor be considered to be in default under these Terms and Conditions for, any User’s delay or failure to perform any obligation under these Terms and Conditions or for any losses or damage arising from the User’s failure to provide timely cooperation and instructions to other Users or Tressl as reasonably required to enable other Users or Tressl to perform their respective obligations, including the User’s failure to: (i) provide accurate and complete information that is relevant to the Services in a reasonably timely manner; (ii) instruct other Users or Tressl in a reasonably timely manner; (iii) review, validate, verify, comment on or approve deliverables and work product in a reasonably timely manner; and (iv) cooperate with other Users or Tressl in any other manner as reasonably required to facilitate the exchange of information, or the receipt by User of approvals from other Users.
    
    Each User shall be responsible for its own use of or failure to use the Services, and for the accuracy and completeness of all data and information provided to other Users of Tressl in connection with the use of the Platform and Services.
22. Unacceptable Use – Each User hereby agrees that they and their employees, agents, and representatives who use and access the Platform and Services will not:
1. probe, scan, or test the vulnerability of any system or network used with the Platform or Services;
2. tamper with, reverse engineer or hack the Platform or Services, disable or circumvent any security or authentication measures of the Platform or Services, or attempt to gain or to grant any other person unauthorized access to the Platform or Services (or any portion thereof) or related systems, networks or data;
3. modify or disable the Platform or Services or use the Platform or Services in any manner that interferes with or disrupts the integrity or performance of the Platform or Services or related systems, network or data;
4. access or search the Platform or Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Platform or Services in any medium, including without limitation by any automated or non-automated “scraping”;
5. overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Platform or Services that consumes extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going beyond the use parameters for any given Service as described in its corresponding documentation;
6. use the Platform or Services to generate or send unsolicited communications, advertising or spam, or otherwise cause Tressl to become impaired in its ability to send communications on its own behalf or on behalf of other Users;
7. misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Tressl or any third party) or access the Platform or Services via another user’s account without their permission;
8. use the Platform or Services for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws);
9. use the Platform or Services to use, reproduce, distribute, or display content or material that is in a way that is pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property into disrepute;
10. use the Platform or Services to violate the privacy of others, or to collect or gather other users’ personal or confidential information (including account information) from our Platform or Services;
11. systematically retrieve data or other content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
12. use the Platform or Services to stalk, harass, bully or post threats of violence against others;
13. use the Platform or Services to sell, promote or advertise products or services other than your own without appropriate authorization;
14. use meta tags or any other “hidden text” including Tressl’s or our suppliers’ product names or trademarks; or
15. permit or encourage anyone else to commit any of the actions above.
Without affecting any other remedies available to us, Tressl may permanently or temporarily terminate or suspend a User’s Account or access to the Platform and Services without notice or liability, if Tressl (in its sole discretion) determines that a user has violated any of these Terms and Conditions or Tressl’s Privacy Policy.
23. Compliance with Laws – User agrees to comply with all applicable laws in its use of the Platform and Services. Without limiting the generality of the foregoing, User will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation (CASL), or any other anti-spam laws and regulations.
24. Compliance with Documentation and Instructions – User will use the Services and Platform and will use and deploy the Tressl software solely in strict accordance with all documentation and other instructions provided by Tressl.
25. Proprietary Rights – The Service, the Platform, the Tressl software, and our website (“Site”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws and Tressl and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Service, the Platform, the Tressl software, the Site and all content which is included in the Site (other than user content, which remains the property of the User who supplied it). You may not remove any copyright, watermark, author information or other proprietary notices contained in the Service, the Platform, the Tressl software, or the Site. If you provide feedback regarding the Services or our Site, such as recommendations for improvements or features (the “Feedback”), we have the right to use the Feedback in any way, and any development, implementation, or improvement made using any of that Feedback is owned by Tressl and may become part of the Service, the Platform, the Tressl software, and/or our Site, without any compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise. We also reserve the right to make changes or updates to the Service, the Platform, the Tressl software, the Site, or Content provided on or through the Site at any time without notice and we will own any such changes or updates (excluding user content, which remains the property of the User who supplied it).
    You may not:
    1. decompile, reverse engineer or disassemble any object code which is part of or made available through the Service, the Platform, the Tressl software, and the Site into a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance;
    2. copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Service, the Platform, the Tressl software, and the Site;
    3. modify or create any derivative work of any part of the Service, the Platform, the Tressl software, and the Site;
    4. isable, interfere, or try to get around any of the features of the Service, the Platform, the Tressl software, and the Site related to security, preventing or restricting use or copying of any content, or enforcing the limits on the use of the Service, the Platform, the Tressl software, and the Site or the content on the Site; or
    5. use, export or re-export any content or any copy or adaptation of the Service, the Platform, the Tressl software, and the content of the Site in violation of any applicable laws or regulations, including, without limitation, export laws and regulations;
    All brand, product and service images, logos and names used in the Service, the Platform, the Tressl software, and the Site that identify Tressl, our suppliers, Users, and our or their proprietary products and services, are the trademarks or service marks of Tressl, our suppliers or our Users. Nothing in the Service, the Platform, the Tressl software, or the Site shall be deemed to confer on any person any license or right on the part of Tressl or such supplier with respect to any such image, logo or name.
26. Successors and Assigns – All of the provisions of these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective lawful successors and permitted assigns.
27. Jurisdiction – These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Alberta and the courts of Alberta and shall have exclusive jurisdiction to entertain applications for injunctive relief and all other actions arising in connection herewith.
28. Arbitration – Any controversies arising out of the terms of these Terms and Conditions or their interpretation shall be finally settled by arbitration in Alberta before a single arbitrator in accordance with the Alberta Arbitration Act, and the award of the arbitrator shall be final and binding and may be entered as a judgment of the Court in any Court having jurisdiction hereof.
29. Headings – Section headings are not to be considered a part of these Terms and Conditions and are not intended to be a full and accurate description of the contents hereof.
30. Waiver – Waiver by one party hereto of breach of any provision of these Terms and Conditions by the other shall not operate or be construed as a continuing waiver.
31. Notices – Notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the Canadian mail, certified or registered, postage prepaid, or by electronic mail provided that return receipt is requested and obtained, or facsimile, or as otherwise set out in these Terms and Conditions. You consent to receive communications from Tressl electronically. You agree that all agreements, notices, disclosures and other communications that Tressl provides to you electronically satisfy any legal requirement that such communications be in writing. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the Canadian mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
    
    

    To Tressl:	CrossingsCloud Inc. (d/b/a Tressl) Email: info@tressl.ca Address: 1150-150 9th Ave SW, Calgary, AB T2P 3H9
    To the User:	Contact information as provided in the submitted Application or in registering for an Account

    
    Any Party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
32. Modification or Amendment – No amendment, change or modification of these Terms and Conditions shall be valid unless in writing signed by the parties hereto.
33. Survival –  Any provision of these Terms and Conditions which expressly states that it is to continue in effect after termination or expiration of these Terms and Conditions, or which by its nature would survive the termination or expiration of these Terms and Conditions, shall do so, and Sections 16 to 18, 21, 26, 34, and 35, together with all other provisions necessary for their interpretation and application, will survive the termination or expiration of these Terms and Conditions for any reason.
34. Unenforceability of Provisions and Severability –  If any one or more of the provisions of these Terms and Conditions shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms and Conditions, in which event these Terms and Conditions shall be construed as if such provision had never been contained herein and the remainder of these Terms and Conditions shall nevertheless remain in full force and effect, except that Articles 16 - Consequential Damages and 17 – Limited Damages which shall be restated and interpreted to reflect as nearly as possible the original intentions of the articles in accordance with the applicable law.
35. Entire Understanding – These Terms and Conditions constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.