Master Services Agreement

Parties and Scope

This Agreement is between Portis (operated by Timothy Pryor, Belle River, Ontario, Canada) and the subscribing organization ("Customer"). It governs Customer's use of the PortIS platform for Company, Dock, or Port Authority tier subscriptions. The PortIS Terms of Service and Privacy Policy apply to all users; where this Agreement conflicts with those Terms, this Agreement governs for Customer's use.

Service and Tier

Portis will provide the PortIS platform at the tier and feature set identified in the executed Order Form, including any contracted user seats, vessel hulls, or facility records. Tier scope is defined in the Order Form attached to this Agreement.

Fees and Payment

Customer will pay the fees stated in the Order Form. Annual contracts are invoiced annually in advance unless otherwise agreed. Fees are non-refundable except as expressly stated. Late payments may incur interest at the maximum rate permitted by Ontario law.

Service Level Commitment

Portis targets 99.5% monthly uptime for the core platform, excluding scheduled maintenance and third-party data feed outages outside our control (see Force Majeure in the Terms of Service). Service credits for sustained downtime below this target may be negotiated in the Order Form.

Data and Confidentiality

Customer retains ownership of all Customer Data uploaded to the platform. Portis processes Customer Data solely to provide the Service and in accordance with the attached Data Processing Agreement (DPA). Both parties agree to maintain the confidentiality of non-public information exchanged in connection with this Agreement.

Data Processing Agreement

A Data Processing Agreement (DPA) is attached as Schedule A to this Agreement and governs the processing of personal information about Customer's employees, captains, and other individuals whose data Customer uploads to the platform. The DPA is PIPEDA-compliant and addresses cross-border transfer, sub-processors, and breach notification.

Liability

Each party's total cumulative liability under this Agreement is limited to the greater of (a) the fees Customer paid in the twelve (12) months preceding the claim, or (b) the amount stated in the Order Form. Neither party is liable for indirect, consequential, or punitive damages. The not-for-navigation disclaimers in the Terms of Service Section 06 apply fully to Customer's use of the Service.

Insurance

Portis maintains technology errors and omissions insurance and commercial general liability insurance at coverage levels appropriate to its operations. Specific coverage minimums applicable to Customer are identified in the Order Form.

Term and Termination

Initial term and renewal terms are stated in the Order Form. Either party may terminate for material breach not cured within 30 days of written notice. On termination, Customer may export Customer Data for 60 days, after which it is deleted in accordance with the Privacy Policy retention schedule.

Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Disputes shall be resolved exclusively in the courts of Ontario.

This is a reference summary. The executed agreement contains additional schedules covering the Order Form, Data Processing Agreement, Acceptable Use Policy, and any negotiated amendments. Contact [email protected] to receive the editable agreement.