Terms of Use
Last Updated: SEP 2026
This Agreement
These Wayside Safety Management Terms of Use (the “Agreement”) sets forth a legally binding agreement between you and Wayside.
By purchasing, using or accessing the Services or by visiting the Site (each as defined below), you acknowledge that you have read and agree to be bound by this Agreement and to comply with all applicable laws with regard to your use of the Services and the Site.
You represent that you have authority to bind yourself or any party you represent to this Agreement.
1 Definitions
1.1 “ Aggregated Statistics” means data and information related to your use of the Site and Services that is used by Wayside in an aggregated and anonymized manner, provided that any such data and information has been fully de-identified as to Your Content and does not identify you, your Authorized Users or any other individual person.
1.2 “Claims” means any and all manner of claims, demands, actions, suits, investigations or proceedings, including, without limitation, all rights with respect to any and all Losses.
1.3 “Losses” means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees on a full indemnity basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated.
1.4 “Order” means an order form entered into between you and Wayside or, in the absence of an order form, an invoice issued by Wayside to you for Services.
1.5 “Services” means the Wayside Content and those services made available to you by Wayside as set out in an Order, including but not limited to Wayside’s proprietary safety management software, training, and support.
1.6 “Site” means Wayside’s website at the following URL: www.waysidesafety.ca and all affiliated subdomains of www.waysidesafety.ca.
1.7 “Wayside” means Wayside Safety Management, a Manitoba company located at St. Laurent, MB, R0C 2S0.
1.8 “Wayside Content” means all content that is not Your Content, including but not limited to, any data, information, programs, templates, material or other content that Wayside makes accessible to you through the Site or Services.
1.9 “Your Content” means any material that you submit, create or upload by your use of the Services, including but not limited to, data, information, images, screen shots, video, audio or other content, but excluding any Wayside Content incorporated therein.
2 Access and Use
2.1 Access and Use. Subject to the terms of this Agreement, when you purchase a Service or are granted access to the Services, Wayside grants you and your Authorized Users (as defined below) a fee-bearing (except in the case of a free trial), non-exclusive, personal, non-transferable, non-sub-licensable and fully revocable limited right to access and use the Services during the Term, solely for your and your Authorized Users’ internal business purposes and within the usage limitations specified in your Order.
2.2 Third Party Services. You may also have the option to connect to content, functionality, software and other services developed, provided, or maintained by third parties (collectively, “Third Party Services”) through the Services. All Third Party Services are provided by third parties and are not under the direction or control of Wayside. You acknowledge and agree that you will read and take such actions necessary to fully understand the instructions or other information made available to you by Wayside prior to using any Third Party Services. You further acknowledge and agree that Wayside shall not be liable or responsible, directly or indirectly, for your or your Authorized Users’ access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Your and your Authorized Users’ use of and access to any Third Party Services is solely between you and the third party provider of the Third Party Services and is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services. You acknowledge and agree that Wayside may monitor usage of Third Party Services. Without limiting the foregoing, if, in Wayside’s judgement (acting in its sole discretion), a Third Party Service threatens the security, integrity or availability of the Services, Wayside may immediately and without notice disable access through the Services to such Third Party Service.
2.3 Account Activity. You are responsible for all activities that occur under your or your Authorized Users’ accounts, including, but not limited to, maintaining the confidentiality of login credentials associated with the accounts, ensuring that only those individuals authorized by you have access to the accounts and any connected Third Party Services, and ensuring that all activities that occur in connection with your accounts comply with this Agreement and applicable law.
2.4 Authorized Users. You may allow your affiliates, customers and your and their respective employees and contractors (each such affiliate, customer, employee and contractor is an “Authorized User”) to use the Services, provided that: (i) you cause each Authorized User to use the Services in accordance with this Agreement; (ii) you do not exceed the usage limitations indicated on your Order; and (iii) you remain liable for each Authorized User’s use of the Services and compliance with this Agreement as if the Authorized User was you.
If you are an Authorized User of the Wayside platform your contact information may be shared or visible to: the Wayside account owner; other organizations and users associated with a common general/operation contractor; other Wayside users associated with the account.
2.5 Usage Limitations. If you exceed the usage limitations specified in your Order, including but not limited to the number or location of Authorized Users (“Excess Usage”), Wayside will work with you to assess your user needs and you shall promptly either (i) reduce the number of Authorized Users or take any other actions required to conform to the usage limitations, or (ii) promptly execute an Order Form to adjust your usage limitations to cover such Excess Usage. Wayside reserves the right to charge you for Excess Usage at its then-current list prices and to suspend or terminate your Services, in whole or in part, in the event you continue to exceed your usage limitations or otherwise fail to comply with this Section 2.5.
2.6 Updates and Changes. You acknowledge and agree that Wayside may, in its sole discretion, modify, suspend or remove any Wayside Content or other features of the Site or Services, or make updates, bug fixes, modifications, or improvements to the Site or Services, at any time, with or without notice to you.
2.7 Reservations of Rights. All rights to the Site and Services not expressly granted to you hereunder are exclusively reserved by Wayside. Nothing in this Agreement shall be construed to grant you any other rights or licenses whether by implication, estoppel or otherwise.
2.8 Restrictions. Except as expressly permitted in this Agreement, you agree you will not (and will not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, time-share, or otherwise provide access to the Site or Services to a third party; (ii) alter, edit, modify or create derivative works of the Site or Services or any portion of the Site or Services; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the Site or Services; (iv) use the Site or Services to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses, (v) interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein, (vi) attempt to gain unauthorized access to the Site or Services or the related systems or networks, (vii) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit; (viii) access the Site or Services for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Site or Services in any manner that violates terms of this Agreement; or (x) remove or obscure any of Wayside’s proprietary or other notices contained in the Site or Services.
2.9 Your Content. You acknowledge and agree that you are responsible for the accuracy, completeness, quality, integrity and legality of Your Content, and for preparing and maintaining backups of Your Content and any modifications thereto.
3 Fees for Services
You agree to pay Wayside the fees set out in the Wayside Order, plus all applicable taxes (“Fees”) in accordance with the payment terms in the Order. If you fail to pay the Fees when due, Wayside may, with or without notice to you: (i) suspend your access to the Services until such Fees are paid; or (ii) terminate this Agreement. All payment obligations are non-cancellable and, except as expressly provided in this Agreement, all Fees are non-refundable. Wayside reviews the fees it charges for your subscription to the Services on an annual basis so that it reflects Wayside’s investment in any upgrades in functionality and features and to accommodate your pattern of usage. Wayside shall provide you with thirty (30) days prior notice of any increase in your Fees, which shall be effective on the anniversary date of your subscription.
4 Collection of Data/Information
Privacy Policy. Wayside’s privacy policy explains how Wayside collects, uses and discloses personal information relating to your access to and use of the Site and Services (“Privacy Policy”). For full details, please refer to Wayside’s Privacy Policy located at: wayside.ca/privacy-policy.
5 Intellectual Property
5.1 Your Proprietary Rights. As between Wayside and you, you own all right, title and interest in and to Your Content. You grant Wayside a sublicensable, fully paid-up, transferable, non-exclusive, limited right to use Your Content as necessary to provide and improve the Services.
5.2 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that Wayside may (i) monitor your and your Authorized Users’ use of the Site and Services; (ii) collect and compile Aggregated Statistics based on such use, including, without limitation, Your Content; and (iii) use such Aggregated Statistics in any manner, including, without limitation, to improve the Site and Services. As between Wayside and you, all right, title, and interest in and to the Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Wayside.
5.3 Wayside Proprietary Rights. The Wayside names, slogans, logos, trademarks, service marks, domain names, designations, Site, Services, Aggregated Statistics, Feedback (as defined below), any and all related documentation, technology, code, know-how, and templates, and the arrangement and look and feel of the Site and Services, and any updates, modifications or derivative works of any of the foregoing, (collectively the “IP”) are Wayside’s exclusive property. Wayside retains all rights, title, and interest in and to the IP. You acknowledge having been advised by Wayside that the IP is protected in Canada and internationally by applicable law including, but not limited to, copyright laws, trademark laws, treaty provisions and other intellectual property, confidential information and proprietary rights laws.
5.4 Feedback. If you or any Authorized User provides suggestions, ideas, enhancement requests, corrections, or other feedback to Wayside concerning the Site or Services (“Feedback”), Wayside may use, disclose and exploit such Feedback without restriction or any obligation to account to you or the individual providing the Feedback. Wayside is not required to consider or implement any Feedback.
6 Hyperlinks
The Site may contain links to websites that are independently maintained by others. Because Wayside does not control or monitor these third party websites, Wayside makes no representations or warranties regarding, and assumes no responsibility for, these websites or any content referred to or included on these websites. A hyperlink to a third party website is for convenience only, and is not an endorsement or approval of such website, third party, or the third party’s products or services. Accessing a website via a hyperlink provided on the Site is entirely at your own risk.
7 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND SERVICES ARE MADE AVAILABLE ON AN “AS-IS”, “AS AVAILABLE”, “WHERE AS” AND “WITH ALL FAULTS” BASIS.
WAYSIDE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, QUALITY AND NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE.
WAYSIDE DOES NOT WARRANT THAT THE SITE OR SERVICES ARE:
A. SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO COMPLYING WITH ANY LAW, RULE OR REGULATION, OR
B. FREE OF DEFECTS, MALICIOUS CODE, VIRUSES OR MALWARE.
WAYSIDE DOES NOT WARRANT THAT THE OPERATION OF THE SITE OR SERVICES WILL BE:
A. FREE FROM INTERRUPTION; OR
B. ERROR-FREE.
WAYSIDE DOES NOT WARRANT THAT ERRORS OR DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED.
8 Limitation of Liability
WAYSIDE IS NOT RESPONSIBLE OR LIABLE FOR YOUR OR YOUR AUTHORIZED USERS’ USE OF THE SITE OR SERVICES AND YOU ACCEPT THAT YOUR AND YOUR AUTHORIZED USERS’ ACCESS TO AND USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK AND EXPENSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WAYSIDE, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCESSORS AND ASSIGNS BE LIABLE TO YOU OR YOUR AUTHORIZED USERS, DIRECTLY OR INDIRECTLY, FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF YOUR CONTENT OR LOSS OF BUSINESS OPPORTUNITY, REPUTATION, GOODWILL, PROFITS (WHETHER CHARACTERIZED AS DIRECT OR INDIRECT), REVENUE OR ECONOMIC ADVANTAGE) REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, COMPLIANCE OF THE SITE AND SERVICES WITH APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO OCCUPATIONAL HEALTH AND SAFETY LAWS, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER) EVEN IF WAYSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
HOWEVER, IF WAYSIDE IS FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY LOSSES YOU MAY HAVE SUFFERED ARISING IN CONNECTION WITH YOUR OR YOUR AUTHORIZED USERS’ ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES, THEN WAYSIDE’S AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE FEES WAYSIDE RECEIVED FROM YOU FOR THE SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH LIABILITY AROSE.
THE FEES TO BE PAID TO WAYSIDE UNDER THIS AGREEMENT DO NOT INCLUDE ANY ASSUMPTION OF RISK OR THE POSSIBILITY OF SUCH POTENTIAL LOSSES. YOU FURTHER ACKNOWLEDGE THAT (A) THE FEES CHARGED UNDER THIS AGREEMENT ARE BASED UPON THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED HEREIN AND (B) SUCH FEES WOULD BE SUBSTANTIALLY HIGHER IF ANY OF THESE PROVISIONS WERE UNENFORCEABLE.
YOU AND WAYSIDE ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS ARTICLE 8 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN YOU AND WAYSIDE AND YOU AND WAYSIDE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
9 Indemnity
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS WAYSIDE, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNITEES”) FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES BROUGHT AGAINST, AND ALL LOSSES, OF WHATEVER NATURE INCURRED OR SUFFERED BY, ANY OF THE INDEMNITEES ARISING FROM OR IN ANY WAY RELATED TO (I) YOUR, YOUR AFFILIATES, AND YOUR AND THEIR RESPECTIVE PERSONNEL’S ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO USE OF OR RELIANCE ON THE SITE, SERVICES OR THIRD PARTY SERVICES; (II) YOUR CONTENT; (III) YOUR, YOUR AFFILIATES AND YOUR AND THEIR RESPECTIVE PERSONNEL’S BREACH OF THIS AGREEMENT; AND (IV) ANY INDEMNITEE BEING A WITNESS OR BEING MADE OR ASKED TO RESPOND TO DISCOVERY REQUESTS IN ANY PROCEEDING YOU OR YOUR AUTHORIZED USERS ARE INVOLVED IN TO WHICH NONE OF THE INDEMNITEES ARE A PARTY. Wayside reserves the right, at its own expense, to assume exclusive defence and control of any matter subject to indemnification by you. You agree to provide all assistance as Wayside may reasonably request in defence of any Claims.
10 Term and Termination of Services
10.1 Term. The term of this Agreement will commence on the date of the invoice issued by Wayside for the Services, or such other date mutually agreed to by the parties in writing, and will continue for the duration indicated on the Order, unless otherwise terminated in accordance with this Agreement.
10.2 Termination. Wayside may terminate this Agreement and your rights under it, or suspend your and your Authorized Users’ access to the Site and Services, without notice, at any time and for any reason, including but not limited to (i) any breach of the terms of this Agreement, including your failure to pay the Fees when due; or (ii) any use of the Site or Services that, in Wayside’s sole discretion, threatens the security, integrity or availability of the Site or Services. You may terminate this Agreement if Wayside fails to cure any material breach of this Agreement within thirty (30) days after you provide written notice detailing the breach. To the extent you are using the Services on a trial basis or to beta test new features or functionalities, Wayside may terminate the trial or beta test features at any time.
10.3 Effect of Termination. If Wayside terminates this Agreement for non-payment or because you violated any term of this Agreement, you will not receive any refund. In the event of termination by Wayside under section 10.2 for no reason, your sole and exclusive remedy and Wayside’s sole and exclusive liability will be a pro-rata refund of any prepaid fees for the period after termination. On termination or expiration of this Agreement, your right to access and use the Services will terminate. If the Services do not include a feature that enables you to export Your Content prior to the end of the Term, Wayside will assist you to export Your Content, provided you make such request before the end of the Term.
11 Termination or Suspension of Site Access
Wayside reserves the right at any time to suspend or terminate your access to the Site, in our sole discretion, without notice and for any reason, including for any violation of this Agreement. Wayside will not be liable to you or any third party for any suspension or termination of your use of, or inability to use, the Site for any reason whatsoever.
12 General Terms
12.1 Changes to this Agreement. Wayside may, acting in its sole discretion and without notice to you, change the terms of this Agreement from time to time (“Changes”). You agree to visit the Site and review this Agreement periodically to ensure you are familiar with the current version in force, and your continued use of the Site or Services constitutes your acceptance of the Changes.
12.2 Contact Us. If you have any questions about this Agreement, please email us at info@waysidesafety.ca.
12.3 Survival. Sections 1, 2.7, 2.8, 3, 5 – 9, 10.3, 11 and 12 of this Agreement, and all other sections that by their terms contemplate obligations intended to survive, shall survive in full force and effect notwithstanding any termination or expiry of this Agreement.
12.4 Publicity. You may not use Wayside’s name, logo, or trademarks in any material, written or electronic, distributed to a third party or otherwise made publicly available, without Wayside’s prior written consent.
12.5 Relationship. Nothing in this Agreement will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
12.6 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including labor disputes, strikes, destruction of equipment, interruption or break-down of transport, internet, telecommunication, information system, power or energy, wars, riots, terrorism, criminal acts of third parties, acts of God or governmental action, provided that such party uses commercially reasonable efforts to resume performance as soon as reasonably practicable.
12.7 Entire Agreement. This Agreement, together with any Order and any applicable agreements referenced therein, constitutes the entire agreement of the parties related to the subject matter of this Agreement and supersedes all prior or contemporaneous understandings, agreements, and representations and warranties, both written and oral, related to the subject matter of this Agreement. For clarity, terms and conditions included in your purchase order, or contained on any ‘shrinkwrap’ agreement, committing document or other form provided or generated by you will be of no force and effect, even if ‘accepted,’ acknowledged or ‘clicked-through’ by Wayside. No modification or amendment of this Agreement is effective unless it is in writing and signed by both parties. In the event of conflict between the terms of this Agreement and any Order, the terms of the Order will prevail.
12.8 Enurement and Assignment. Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Wayside may assign its rights and obligations to an acquirer of all or substantially all of its business assets in connection with merger, corporate reorganization, or like corporate transaction. This Agreement is binding on and will enure to the benefit of the parties and their respective permitted successors and assigns.
12.9 Waiver and Severability. A waiver of any term of this Agreement is effective only if it is in writing and signed by both parties and is not a waiver of any other term. Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; (ii) the legality, validity or enforceability of the remaining part of that section, if applicable; or (iii) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction.
12.10 Governing Law, Jurisdiction and Venue. This Agreement is governed by and is to be construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law rule in any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods. The parties accept and submit to the exclusive jurisdiction of the federal or provincial courts located in Winnipeg, Manitoba, Canada (except that Wayside may seek injunctive relief to prevent improper or unauthorized use or disclosure of any IP in any court of competent jurisdiction).
12.11 Jury Trial and Costs Recovery. EACH PARTY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees on a full indemnity basis.