Terms & Conditions

SUB-ZERO Terms and Conditions

These Terms and Conditions govern access to and use of SUB-ZERO software, mobile applications, hosting and related services provided by Marmak Information Services (“Marmak,” “we,” “us” or “our”).

1. Acceptance and application

By selecting an acceptance checkbox or another clearly identified acceptance control, you agree to these Terms and Conditions.

“Client” means the organization or individual subscribing to the Services, as identified in the applicable registration, account or accepted purchase documentation. “User” means an individual authorized to access the Services through the Client’s subscription.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you lack that authority, you must not accept on its behalf.

Users accessing an existing organizational subscription agree to comply personally with the provisions governing permitted use, account security, confidentiality and intellectual property. A User’s acceptance does not, by itself, amend an existing organizational agreement unless that User has authority to do so.

These Terms apply to paid subscriptions, free subscriptions, trials and evaluation access, except where a provision expressly applies only to paid Services.

An expressly negotiated written agreement accepted by Marmak prevails over conflicting provisions of these Terms. Purchase-order boilerplate does not modify these Terms unless Marmak expressly accepts it in writing.

2. Services and subscription scope

“Services” means the SUB-ZERO software, hosting, mobile applications, documentation and features made available under the applicable subscription.

The Client’s selected plan, accepted quotation, registration or other accepted purchase documentation determines its subscribed facilities, Users, modules, fees, billing frequency and subscription term.

Hardware, calibration services, workshops, messaging charges and custom development are included only where expressly identified and may be subject to additional terms presented before purchase.

Demonstrations, roadmaps and descriptions of possible future functionality are not binding delivery commitments unless Marmak expressly agrees otherwise in writing.

3. Licence and ownership

Subject to compliance with these Terms, Marmak grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to use the Services for its internal facility operations during its authorized subscription period.

Use must remain within applicable subscription limits.

“Marmak Technology” includes the Services and their software, code, architecture, database structures, interfaces, visual designs, calculation methods, analytics, documentation, training materials and improvements, together with associated intellectual property rights.

Marmak and its licensors retain ownership of Marmak Technology. No ownership or additional licence is granted through access, payment, disclosure or use.

“Client Data” means information submitted by or for the Client, including its facility-specific measurements, operational logs and reports. The Client retains its rights in Client Data. Client Data does not include underlying Marmak Technology used to collect, process or display it.

4. Accounts and authorized Users

The Client must authorize only Users with a legitimate operational need and promptly remove access when it is no longer required.

Each individual must use a separate account where supported. Credentials must not be shared, sold or transferred. Approved kiosk and display accounts may be used only as configured and authorized by Marmak.

The Client and Users must protect credentials, maintain reasonable device security, enable multi-factor authentication where available and required, and promptly report suspected compromise to info@marmak.ca.

The Client is responsible for its authorized Users’ compliance and for misuse enabled by its breach of these obligations.

Contractors may receive access only for the Client’s internal operations and subject to binding confidentiality and use restrictions at least as protective as these Terms.

The Client must obtain Marmak’s written approval before providing access to a person engaged in developing or selling software competing with the subscribed Services.

Access or demonstrations must not be provided for competitive product development, copying or another prohibited purpose. Employment by a refrigeration supplier or general facility contractor does not, by itself, establish a prohibited purpose.

5. Prohibited use

Except where applicable law expressly permits an activity notwithstanding a contractual restriction, the Client and Users must not:

• Copy, adapt, translate or create derivative works of Marmak Technology beyond ordinary authorized use.

• Reverse engineer, decompile, disassemble or attempt to discover source code or non-public algorithms, structures or methods.

• Use access to the Services or Marmak Confidential Information to design, build, train, improve, test or assist a competing product or service.

• Resell, sublicense, rent or provide unauthorized third-party access to the Services.

• Circumvent subscription limits, security controls or access restrictions.

• Remove intellectual property or ownership notices.

• Scrape or systematically extract non-public interface content or documentation.

• Conduct unauthorized penetration testing, load testing or automated access.

• Upload malware, unlawful material or material infringing another person’s rights.

• Interfere with the performance, security or integrity of the Services.

Authorized Client Data exports and documented integrations used within their permitted limits remain allowed.

These restrictions do not prevent purchasing another product, migrating Client Data, using public information or independently developing products without using Marmak Technology or Marmak Confidential Information. They do not claim ownership of general rink practices, unprotected ideas or a User’s general skills and experience.

6. Confidential information

“Confidential Information” means non-public information disclosed in connection with the Services that is marked confidential or reasonably should be understood to be confidential because of its nature or the circumstances.

Marmak Confidential Information includes non-public:

• Product designs, interfaces and workflows.

• Technical documentation, calculation methods and security details.

• Unreleased features, prototypes and roadmaps.

• Private demonstrations and training materials.

• Negotiated pricing and support communications.

Client Confidential Information includes non-public Client Data, personal information, credentials and business or facility information.

Confidentiality does not depend on marking every screen, document or communication.

The receiving party must:

• Use Confidential Information only to perform its obligations or exercise rights under these Terms.

• Protect it using at least reasonable care.

• Disclose it only to employees, contractors and professional advisers who need it for an authorized purpose and are subject to binding confidentiality obligations.

The receiving party remains responsible for those recipients’ compliance, subject to applicable law.

Confidential Information excludes information the receiving party can demonstrate:

• Became public without breach of an obligation.

• Was lawfully known without restriction before disclosure.

• Was lawfully received from a third party without a confidentiality obligation.

• Was independently developed without using the disclosing party’s Confidential Information.

A confidential combination does not become public merely because individual elements are public.

7. Screenshots, recordings and external disclosure

Non-public screens, recordings, training materials, API documentation and support communications must not be provided to a competitor or another unauthorized recipient.

Such materials must not be uploaded to public repositories, public AI services or other tools that may disclose them or use them for training.

A confidential enterprise tool may be used only where disclosure is authorized and binding controls prevent unauthorized access, retention and model training.

The Client may use screenshots for internal training, support and operational reporting to authorized recipients subject to confidentiality obligations.

Public demonstrations, screen recordings, training packages or publication of non-public interface details require Marmak’s prior written permission unless legally required or the same material is already lawfully public.

The Client may share its own measurements, logs and exported reports with staff, governing bodies, auditors, insurers, regulators and operational advisers for legitimate facility purposes, subject to privacy law and third-party rights.

Sharing Client Data does not authorize disclosure of separate confidential product information.

8. Required disclosures and continuing confidentiality

Disclosure required by law, court order, regulator or applicable public-records legislation is permitted.

Where lawful and practicable, the receiving party must give prompt notice, allow a reasonable opportunity to seek protection and disclose only what is legally required. It need not miss a statutory deadline or breach a legal duty.

Nothing restricts lawful reporting to regulators, obtaining legal advice, protected whistleblowing or truthful statements that disclose no protected Confidential Information.

Public-sector Clients retain their statutory duties and decision-making authority. These Terms do not guarantee an exemption from disclosure.

A party discovering unauthorized use or disclosure must promptly notify the other party, take reasonable containment steps, preserve relevant evidence and cooperate in remediation.

On request or termination, Confidential Information must be returned or securely deleted, except for legally required records, a restricted legal archival copy and protected backups removed through ordinary retention cycles.

Confidentiality obligations continue for five years after termination. Trade secrets remain protected for as long as they qualify under applicable law. Personal information and retained Client Data remain protected for as long as held and as required by law.

9. Client Data and privacy

The Client grants Marmak and its approved service providers a limited right to process Client Data to provide, secure, support and maintain the Services, follow lawful Client instructions and meet legal obligations.

This does not authorize selling Client Data, publishing identifiable Client benchmarks or using Client Data to train general-purpose AI models. Other uses require separate lawful authorization.

The Client is responsible for lawful collection, submission and processing instructions, including required notices, permissions and other authority.

The Client must limit personal information to what is necessary for the subscribed purpose. Payment-card details, medical records and unusually sensitive information must not be submitted unless specifically agreed with appropriate safeguards.

Each party must comply with privacy and data protection laws applicable to its activities.

10. Security and incidents

Marmak must maintain reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Client Data.

Marmak may use hosting and support providers under written obligations appropriate to their roles and remains responsible for their performance of Marmak’s contractual obligations.

Specific hosting locations, residency requirements, certifications, security standards and recovery objectives apply only where expressly agreed.

Marmak must notify the Client without undue delay after confirming unauthorized access to, acquisition of, loss of or disclosure of Client Data in its or its service providers’ systems.

Notification must include information reasonably available about affected data, consequences, containment and a contact, with material updates as the investigation proceeds.

Any shorter legally required deadline applies. The parties must reasonably cooperate with legally required investigation, notification and remediation.

11. Availability, backups and support

Unless a separately accepted service-level arrangement applies, Marmak will provide at least 95% monthly availability for paid hosted Services.

Availability excludes announced scheduled maintenance, Client-system failures, public internet failures outside Marmak’s control, lawful suspension and qualifying events beyond Marmak’s reasonable control.

Marmak must use reasonable efforts to minimize disruption.

Marmak will maintain at least weekly backups of hosted Client Data and use reasonable restoration procedures. Weekly backups do not guarantee recovery of every intervening change. The Client should also make regular exports.

Marmak must not charge for restoration necessary to remedy its own breach.

Standard support is available 9 a.m. to 5 p.m. Eastern Time, Monday to Friday, excluding Canadian public holidays. Marmak will use reasonable efforts to respond within one business day. A response is not a guaranteed resolution.

Approved out-of-scope assistance, custom exports and Client-requested restoration may be charged at CAD $150 per hour, or another expressly accepted rate, after approval of scope and estimated charges.

12. Operational decisions and equipment

The Services provide records and decision support. The Client remains responsible for facility operation, trained personnel, input verification, equipment calibration and safe operational decisions.

Measurements, maps, comparisons, scores, targets and recommendations depend on input quality, device condition, sampling and configuration.

They do not certify ice safety, structural integrity, regulatory compliance or suitability for an event.

Operators must follow manufacturer instructions, apply appropriate safety procedures and investigate unexpected readings before acting.

The Services are not an emergency monitoring system or a substitute for inspections or professional judgment.

These provisions do not excuse Marmak from express obligations or liability that cannot lawfully be excluded.

Hardware warranties, return rights and calibration tolerances are governed by the applicable accepted hardware terms.

13. Fees and payment

Applicable fees, currency, taxes, billing frequency and subscription quantities are presented through the registration, purchase process or accepted purchase documentation.

Unless otherwise stated, invoices are due within 30 days.

The Client must promptly identify good-faith billing disputes with reasonable detail and pay undisputed amounts when due. Marmak must reasonably attempt resolution before suspending for a disputed amount.

Accepted subscription fees are committed and non-refundable except as these Terms or an expressly accepted arrangement provides.

No increase applies during a committed term unless additional Services are ordered.

For annually renewing subscriptions, renewal price increases require at least 120 days’ notice. If notice is late, the Client has 30 days after receiving it to reject the increase and decline renewal without penalty. Without an agreed renewal price, the subscription ends at the current term’s expiry.

14. Subscription term and renewal

The subscription term and billing arrangement displayed and accepted at purchase apply.

Unless otherwise expressly stated, paid subscriptions have an initial one-year term and renew for successive one-year terms unless either party gives written non-renewal notice at least 90 days before expiry, subject to Section 13.

Monthly subscriptions may be cancelled before the next renewal through the cancellation process provided. Cancellation takes effect at the end of the current paid monthly period unless otherwise expressly agreed.

Trials expire on their stated end date and do not become paid subscriptions without affirmative authorization.

Trials, free subscriptions and clearly identified beta features are supplied as available without paid service-level commitments. Confidentiality, permitted-use, data protection and non-excludable legal obligations continue to apply.

15. Changes to Services and Terms

Marmak may update the Services for maintenance, security and improvement.

Marmak must not materially reduce core paid functionality during a committed term without the Client’s agreement or an appropriate remedy.

Where a legally or security-required reduction substantially defeats the subscribed purpose, the Client may terminate affected Services and receive a pro rata refund of prepaid unused fees.

Marmak may propose revisions to these Terms and present them for acceptance electronically.

Material revisions require acceptance by an authorized Client representative or another legally valid amendment process. Posting revised wording alone does not retroactively amend existing obligations.

If revised terms are not accepted, the existing terms govern the current subscription period unless otherwise lawfully agreed. Marmak may decline renewal on appropriate notice.

16. Suspension and termination

Marmak may suspend the minimum access reasonably necessary where it reasonably believes there is an active security threat, unauthorized disclosure, unlawful use, competitive misuse or another material breach causing ongoing harm.

Prior notice and an opportunity to remedy must be provided where practicable. Otherwise, Marmak must give prompt subsequent notice and restore access promptly once the issue is resolved.

For undisputed overdue fees, suspension requires written notice and at least 15 days to pay.

Either party may terminate for a material breach not cured within 30 days after sufficiently detailed written notice.

A breach incapable of cure, including intentional disclosure of protected trade secrets, may support immediate termination on written notice.

For annual subscriptions, either party may terminate for convenience on 90 days’ written notice. Client convenience termination does not eliminate committed fees for the remaining accepted term.

Marmak convenience termination, or termination for Marmak’s uncured material breach, entitles the Client to a pro rata refund of prepaid unused fees.

17. Data export and deletion

The Client may use available standard exports during its subscription without additional export fees.

Within 30 days after expiry or termination, the Client may request a standard machine-readable export. Marmak must provide it within 30 days of the request, subject to identity verification and reasonable security controls.

A payment dispute alone does not permit withholding Client Data. Custom conversion and migration assistance require separately approved charges.

Marmak will retain Client Data in active storage for 60 days after expiry or termination, unless earlier deletion is lawfully requested or another period is legally required or agreed.

Data needed to complete a timely export request must not be deleted before delivery and a reasonable download opportunity.

After the retention period, active copies will be deleted within 30 days and backup copies overwritten within a further 90 days, except legally required retention.

Retained copies remain protected and cannot be used for other purposes. On reasonable request, Marmak will confirm deletion and identify legally retained categories.

18. Warranties and disclaimers

Marmak warrants that paid Services will be provided with reasonable skill and care and materially conform to applicable documentation.

The Client must report material nonconformities with reasonable detail. Marmak will use reasonable efforts to correct them. Persistent material failure is subject to Section 16.

Except for express commitments and non-excludable legal rights, the Services are provided as available without implied warranties of merchantability, fitness for a particular purpose or uninterrupted and error-free operation.

Marmak does not guarantee energy savings, particular ice conditions, measurement accuracy beyond agreed equipment specifications, or financial and compliance outcomes.

19. Third-party claims

To the extent legally permitted, the Client will defend Marmak against third-party claims arising from infringing Client Data or unauthorized use that infringes third-party rights or violates law, and pay covered damages and approved settlements.

This obligation does not apply to the extent caused by Marmak’s breach, negligence or misconduct.

Marmak will defend the Client against third-party claims that authorized use of unmodified Services infringes a Canadian or United States copyright or patent, and pay covered damages and approved settlements.

This excludes claims caused by Client Data, unauthorized modifications, prohibited use or unauthorized combinations where the claim would otherwise not arise.

Marmak may obtain continued rights, modify or replace affected functionality without material loss of utility, or terminate affected Services with a pro rata refund if other remedies are not commercially reasonable.

The protected party must give prompt notice, reasonable cooperation and control of the defence to the defending party.

No settlement may impose admissions or non-monetary obligations, or fail to release the protected party, without its consent, not unreasonably withheld.

20. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, consequential, special, exemplary or punitive damages, or lost profit, revenue, goodwill or anticipated savings.

Subject to the exceptions below, each party’s aggregate liability is capped at fees paid or payable for the affected Services for the 12 months preceding the first event giving rise to the claim. Where the paid relationship is shorter, the cap is fees committed for its first 12 months.

For Marmak’s breach of confidentiality or data protection obligations, the aggregate cap is twice that amount.

Direct reasonable data-restoration costs, covered third-party claims and reasonable direct investigation and legally required notification costs are not automatically excluded as indirect losses. Applicable caps still apply.

The caps and exclusions do not apply to:

• Fraud, wilful misconduct or gross negligence.

• Death or personal injury caused by negligence.

• Liability that cannot legally be limited.

• The Client’s payment obligations.

• The Client’s intentional infringement or misappropriation of Marmak intellectual property.

• The Client’s intentional misuse or disclosure of Marmak Confidential Information.

Related events constitute one claim. Each party must reasonably mitigate loss. No automatic contractual penalty is imposed.

21. Enforcement and public-sector requirements

A party may seek an injunction or other available relief for actual or threatened misuse of confidential information or intellectual property, subject to applicable law and court discretion.

Marmak may maintain proportionate acceptance, access and security logs, subject to applicable privacy and retention requirements.

Marmak may request reasonable information to verify licence and access compliance. This does not grant unrestricted access to Client devices or unrelated records. Logs are evidence rather than conclusive proof.

Nothing requires a public-sector Client to exceed statutory authority, provide a legally prohibited indemnity, waive mandatory procurement or public-records obligations, or disregard required retention rules.

Mandatory consumer, privacy and other applicable legal protections prevail over conflicting provisions.

22. Governing law and general provisions

The parties will first attempt to resolve disputes through designated contacts and escalate unresolved disputes to senior representatives after 10 business days. This does not prevent urgent protective relief or compliance with legal deadlines.

Subject to mandatory law and an expressly accepted variation, Ontario law and applicable federal Canadian law govern these Terms, and the parties submit to the exclusive jurisdiction of Ontario courts.

Urgent protective relief may be sought in another competent court where reasonably necessary.

Notices to Marmak must be sent to info@marmak.ca. Notices to the Client must be sent to its designated account or contractual contact. Notice is effective on acknowledged receipt or reliable delivery confirmation. Bounced or rejected messages are ineffective.

Neither party is liable for delay caused by an event beyond its reasonable control that could not reasonably have been prevented, provided it gives prompt notice and mitigates the effects. Lack of funds, avoidable security failures and ordinary staffing shortages do not automatically qualify.

If such an event prevents material service for more than 30 consecutive days, either party may terminate affected Services and Marmak will refund prepaid unused fees.

Assignment requires the other party’s written consent, not unreasonably withheld, except to a qualifying successor that assumes the obligations and can lawfully perform them. The Client may not assign to a competing software provider without Marmak’s written consent.

Marmak may use voluntarily supplied product feedback to improve its products without payment, without acquiring ownership of Client Data or permission to disclose Client Confidential Information.

Neither party may use the other’s name, logo or endorsement in marketing without prior written permission.

The parties are independent contractors. Waivers must be in writing. Unenforceable provisions are severed only to the extent necessary.

These Terms, applicable accepted subscription details and expressly accepted additional agreements form the entire agreement concerning the Services.

Ownership, continuing use restrictions, confidentiality, accrued payment obligations, data exit, liability and dispute provisions survive termination as necessary to give them effect.