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Master Terms of Service

Last Revised: Oct 11, 2022

Please review these master terms of service (the “Master Terms of Service”) thoroughly. If you have questions on these Master Terms of Service, please contact us before you use our Services. 

Wherever used in this Agreement, “you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Services (as defined below). If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity on whose behalf you are using the Services.

By purchasing, accessing, or using the Services you are agreeing to the terms and conditions in this Agreement, which means you will be in a legal agreement with Checkfront Inc. and our Affiliates (as defined below) or subsidiaries, as applicable (the “Company”, “we“, “us”, “our“, and similar expressions).

If you are an Authorized User (as defined below) of the Customer, the terms that apply to you are available at https://www.checkfront.com/terms/authorized-users. If you have subscribed to our Soho, Pro, or Plus Software Services, additional terms apply to your use of the Services, which can be found at https://www.checkfront.com/terms/self-serve. If you have agreed to a customized Managed Software Service with us, additional terms apply to your use of the Services, which can be found at https://www.checkfront.com/terms/managed.

  1. Definitions and how to interpret the Master Terms of Service
    1. In this Agreement, the following defined terms have the meanings below:
      1. “Additional Users” means the number of Authorized Users accessing the Software Service exceeding the maximum number specified in the applicable Order.
      2. “Affiliate” means, with respect to a legal entity, an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party (but only for as long as such entity meets these requirements). For this purpose, one entity “controls” another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, or by contract).
      3. “Aggregate Data” means anonymized or aggregated Customer Data and other information relating to the Services and the Platform and your use of them such that individuals and you are no longer identified, identifiable, or otherwise ascertainable by reference to or with the combination of other datasets.
      4. “Agreement” means these Master Terms of Service together with all Orders, SOWs, and any addenda, schedules, and exhibits (as such are amended, supplemented, or replaced from time to time) and all additional terms referenced in these Master Terms of Service.
      5. “API” means a set of programming instructions and standards through an application programming interface intended to be used as an interface by software components to communicate with each other.
      6. “App” means the Checkfront applications made available to you and your Authorized Users for use with the Platform.
      7. “Applicable Laws” means all applicable laws, treaties, rules, regulations, ordinances, court, or governmental orders, whether international, federal, state, provincial, municipal, or local, to which the applicable Party is subject, including Privacy Laws. 
      8. “Authorized User” means an individual, such as employees, consultants, or contractors, using the Services on behalf of the Customer for the Customer’s business purposes. 
      9. “Beta Service” means services or functionality within the Platform which are designated as beta, preview, evaluation, or similar description.
      10. “Claim” means an action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, or other litigation or proceeding, or notice.
      11. “Customer Content” means content provided by the Customer for integration into the Platform for use by the Customer and its Authorized Users, including content related to the Customer’s products and services, activity or event bookings, clientele, operations, and other similar content. 
      12. “Customer Data” means any information, data, materials, expressions, or other content posted, provided, entered, or made available by the Customer or an Authorized User on the Platform, or by the Company on the Customer’s or an Authorized User’s behalf, for the purpose of the Customer’s or an Authorized User’s use of the Platform or facilitating the Customer’s or an Authorized User’s use of the Platform, but specifically excluding any Aggregate Data. 
      13. “Damages” means assessments, fines, bona fide settlements, costs, damages, expenses (including reasonable attorneys’ and accountants’ fees), judgments, liabilities, losses, or penalties, incurred in connection with a Claim.
      14. “Documentation” includes all manuals, instructions, publications, instructions, video content, diagrams, and similar materials related to the Platform or the Professional Services. 
      15. “Electronic Communications” means the communications to or from others, including us,  that the Software Service allows you to send and receive by electronic means.
      16. “Fees” means the Platform Fees, fees listed under an applicable Order or SOW, and applicable fees for Beta Services, Additional Users, and Professional Services, and any other fees as set out in this Agreement. 
      17. “Intellectual Property Rights” means any right, title, and interest, throughout the world, in and to any products, services, or technology, including but not limited to rights arising from copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know-how, authors’ rights, moral rights, rights of attribution, any other proprietary rights, and all applications and rights to apply for registration or protection of such rights in any country.
      18. “Order” means an order placed by the Customer through the Company’s website or a signed order form executed by the Company and the Customer (or a Customer Affiliate), as applicable, each of which is incorporated into this Agreement, and specifies the Services to be provided by the Company, the features and functionality included in the Software Services, and the Fees for the foregoing. 
      19. “Order Term” means the period of time to which the Customer will have access to the Services purchased under a specific Order as stated in the Company’s confirmation of that Order. 
      20. “Party” individually means the Company or the Customer, and “Parties” means the Company and the Customer together.
      21. “Personal Data” means any information related to an identified or identifiable natural person where such data is Customer Data, and includes information defined as “personal information”, “personal data”, or a similar term under Privacy Laws. 
      22. “Platform” means the Company’s web-based booking manager, booking pages, payment processing, notification tools, and other booking management software that is to be used by the Customer and is hosted by the Company and its associated App or API. The term “Platform” includes the Documentation and any modifications, enhancements, APIs, integrations, or related applications, including any that are further described in any applicable Order. 
      23. “Platform Fee” regarding self-serve Services, the fees and charges stated on the Company’s website (https://www.checkfront.com/plans) or as otherwise stated in the applicable Order, and regarding managed Services, the fees set out in the applicable Order for the customized managed Software Service, in each case for access to the Software Service, including add-ons to the Software Service. 
      24. “Privacy Laws” means, as applicable to the Customer’s use of the Services: the Personal Information Protection and Electronic Documents Act (S.C.2000, c.5) (Canada) or the legislation of a province if the legislation is declared to be substantially similar to the Personal Information Protection and Electronic Documents Act (Canada) and any successor legislation; United States federal, state and local laws regarding the protection of personal information, including the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Gramm-Leach-Bliley Act, and any successor legislation or guidelines; EU General Data Protection Regulation (GDPR): Regulation (EU) 2016/679; and applicable privacy and protection of personal information laws and regulations, in force at the time Services are performed, or that may be amended from time to time, in each of the countries and jurisdictions in which the Services are provided or to which they relate.
      25. “Professional Services” means the Company’s professional services related to the Software Service, such as account set up, consulting, training, configuration, implementation, safety course creation and content, and other professional services.
      26. “Prohibited Data” means financial account identifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers), health records or any information pertaining to an individual’s health, or other types of sensitive or special category data that is subject to specific or elevated data protection requirements under Applicable Laws.
      27. “Services” means the Software Service, Professional Services, and any related or additional services connected with the foregoing.
      28. “Software Service” means access to the Platform and App, and optional services and features offered by the Company that add additional functionality and features to the Platform that are identified in an Order, to enable the Customer to capture a safety environment and make a digital twin of the space, provide safety procedural instructions and orientation, create safety courses, and develop gamified safety training for its Authorized Users. 
      29. “SOW” means a statement of work executed by us for Professional Services. 
      30. “Taxes” include taxes, levies, duties or similar national, federal, state, provincial, or local governmental assessments of any nature, including value-added, goods and services, sales, use, and withholding taxes that are assessable by any jurisdiction under Applicable Laws.
      31. “Term” has the meaning given in section 12(a).
    2. Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine.
    3. The headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Agreement.
    4. Wherever the words “include”, “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes”, or “including” shall not be considered to set forth an exhaustive list.
  1. Use of the Platform and our Services
    1. Grant of Access and Use. Subject to you meeting your obligations under this Agreement and any other Documentation provided by us from time to time regarding the Platform, the payment of Fees owed under the terms of this Agreement, and the limits, quantities, features, and similar terms in the applicable Order, we grant you during the applicable Order Term a non-exclusive, non-transferable (except as permitted under the terms of this Agreement) right to access and use the Software Service for your own business purposes. 
    2. Prohibited Businesses. Our Services may not be used for any activities that violate Applicable Laws or by any businesses or organizations that engage in, encourage, promote, or celebrate unlawful violence or physical harm to persons or property, or for any purposes that are, in our determination, unfair, predatory, or deceptive. Additionally, you must not use our Services for the activities we list as restricted businesses, unless you have received our prior written approval. 
    3. Authorized User Access. Subject to the terms of this Agreement and the applicable Order, you have the right to permit your Authorized Users to access and use the Software Service in accordance with this Agreement.
    4. Updates to Platform.
      1. We may make, for no additional fee, updates, and changes to the Platform (including maintenance releases, bug fixes, corrections, and minor modifications) that we make generally available to our other customers (“Updates”); provided that we will not make any Updates that materially decrease the functionality of your use of the Platform during the Term of this Agreement. 
      2. We may periodically provide or launch new or significantly different add-on enhancements or services that are outside the scope of this Agreement and which have additional fees for their use. In our discretion, such add-ons, enhancements, or services will not be considered an Update. You are under no obligation to use such new add-ons, enhancements, or services, and the use or deployment of those add-ons, enhancements, or services to your Software Service will be subject to an Order.
    5. Beta Services. From time to time, we may make available to you, at no additional cost (unless expressly agreed by the Parties), Beta Services. If you choose to use Beta Services, you acknowledge and agree that those Beta Services are intended and made available for evaluation purposes only, are not for production use, are not supported, are provided on an “as is” basis excluding any express or implied representations or warranties or any kind, and may be subject to additional terms. You acknowledge and agree that: (i) Beta Services are not considered the “Software Service” to which you have purchased access; and (ii) all restrictions, our reservation of rights, and your obligations concerning the Software Service apply to your use of Beta Services. Your right to use Beta Services will expire on the date that we make a version of the Beta Services generally available to our customers, provided that if the Beta Services become available as a Software Service under this Agreement, additional terms, conditions, and fees may apply, all as provided for in an Order, as applicable. We may discontinue Beta Services in our sole discretion, and we may never make them generally available. We disclaim any liability for any harm or damage arising out of or in connection with Beta Services and our indemnities in this Agreement do not apply to your use of Beta Services. 
    6. E-Signature Services. The Software Service may allow you to collect e-signatures on waivers of liability and other documents. You acknowledge and agree that we provide the e-signature functionality solely for you to obtain signatures electronically and for temporary storage of documents according to the storage limits set out in your Order. We do not guarantee or warrant that the e-signature and storage service creates binding or legally-enforceable agreements in any jurisdiction and we have no liability of any kind regarding your use of the feature. You remain solely responsible for ensuring the enforceability and suitability of any document that you or your customers sign through the e-signature feature of the Platform, and for regularly downloading and retaining copies of all such e-signed documents. 
    7. Future Functionality. You acknowledge and agree that your purchase of Services is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by us regarding future functionality or features. We may change, remove, or add features and functionality (including Updates) at any time in our sole discretion. We have no obligation to make any feature available in any jurisdiction and may exclude certain features and functionality in certain areas at our discretion. 
    8. Third-Party Services. The Software Service allows you to access, integrate with, or acquire products, services, websites, links, content, material, and offers from independent third parties (companies or people who are not us) (“Third-Party Services“). For a list of current Third-Party Services that can be used with the Platform, see our add-ons here. The Third-Party Services may present you with a privacy policy or require you to accept their terms before you can access those Third-Party Services. You should review the third-party terms and privacy policies before acquiring, using, or requesting the Third-Party Service. Any third-party terms do not modify this Agreement. We do not license any intellectual property to you as part of any Third-Party Services. You agree to assume all risk and liability arising from your use of these Third-Party Services and that we are not responsible for any issues arising out of your use of them. 
    9. Usage Limits. When using the Software Services, you agree to abide by any usage limits for the Software Service, that are provided by us from time to time, including any quantities set forth in an Order or any restrictions set out in our Documentation regarding access and use of the Platform. You agree that you will not circumvent or exceed those usage limits. 
    10. Security Standards. During the Term, we will implement and maintain security practices as described at https://www.checkfront.com/terms/security.
    11. Personal Information. To the extent that we process any Customer Data that is protected by Privacy Laws as a processor on your behalf, our Data Processing Addendum (“DPA”), which is incorporated into and forms a part of these Master Terms of Service, will apply to that processing. You may request a pre-signed DPA from us by contacting us with your company and account details. Please review our Privacy Policy for more information on how we collect and use personal information in our Software Service. Our Privacy Policy, available here, is incorporated into these Master Terms of Service by reference. 
    12. Professional Services. When providing Professional Services to you, the following additional terms apply to the Professional Services:
      1. We will provide the Professional Services to you for the term set out in the applicable Order or SOW and will perform the Professional Services in a professional manner in accordance with generally accepted industry standards.
      2. For us to perform the Professional Services, you will: make yourself reasonably available at such times as we may reasonably request; allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Data, reasonably necessary to enable us to perform the Professional Services; respond to our inquiries related to the Professional Services; and provide complete, accurate, and timely information, data, and feedback all as reasonably required by us. 
      3. We will use commercially reasonable efforts to provide the Professional Services according to the schedule set forth in the applicable Order or SOW or otherwise communicated to you in writing. However, we may, in our sole reasonable discretion, alter the schedule for the Professional Services by giving reasonable notice to you, provided that we will use commercially reasonable efforts to minimize further delays.
      4. You may, from time to time, request changes to the Professional Services (a “Change”). If we are able to accommodate your requested Change, we will provide an Order or SOW amendment that includes, among other things, the additional Fees, if any, and other terms that will apply to the Change, and which will be deemed to amend and modify the original Order for the Professional Services subject to the Change. If you do not sign the Order for the Change, the original Order will continue to apply to the Professional Services, unamended.
      5. We may, in our sole discretion, use one or more subcontractors to fulfill our responsibilities in delivering Professional Services, provided that we will be fully responsible to you for the Professional Services, whether performed by our own personnel or by a subcontractor.
      6. During the Term, we grant you a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use any training materials or other Documentation provided to you by us in the course of providing the Professional Services.
  1. App and App Stores or Providers
    1. App Providers. The Software Service may include our App, which you can download through the Apple App Store or Google Play, or any other app store or distribution platform on which we make the App available (collectively, the “App Provider“). When you download the App through an App Provider, you acknowledge and agree that: (i) these Master Terms of Service are between us, and not with the App Provider, and that we are responsible for the Services, not the App Provider; (ii) the App Provider has no obligation to provide maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third-party have relating to the App; and (iv) the App Provider is a third-party beneficiary of these Master Terms of Service regarding your use of the App, and the App Provider will have the right to enforce these Master Terms of Service regarding your use of the App.
    2. License to the App. Your use of the App is governed by these Master Terms of Service. If you comply with these Master Terms of Service, we grant you the right to install and use one copy of the App per device on a worldwide basis for use by only one person at a time as part of your use of the Software Service. The App is licensed, not sold, and we reserve all rights to the App not expressly granted by us, whether by implication, estoppel, or otherwise. 
  1. Payment Processing Services: Using Checkfront Payments
    1. Optional Payment Processing Services. Through an Order, your Software Service may include optional payment processing functionality through either our Checkfront Payments feature available in the Platform (“Checkfront Payments”) or a Third-Party Service (a “Third-Party Payments Processor”). For a list of current Third-Party Payment Processors that can be integrated with the Platform to complete payment processing, see our add-ons here.
    2. Checkfront Payments. After you sign up for Checkfront Payments through an applicable Order, we will create an account (the “Stripe Account”) with Stripe Inc. or its applicable regional affiliate (“Stripe”) on your behalf using the account information and other relevant Customer Data you have given to us, and you consent to us doing so. Through your Stripe Account, you will be able to process payments from your own customers through an integration between the Platform and the Stripe Account. If you do not wish to keep your account with Stripe active, it is your responsibility to deactivate it. Additionally, some features that are embedded into Checkfront Payments through integrations (“Checkfront Payments Integrations”) will have additional terms applicable to your use of those features. For additional terms applicable to the Checkfront Payments Integrations, please click here. The Stripe Account and Checkfront Payments Integrations are Third-Party Services as defined in this Agreement, which means all disclaimers of warranties and liability under these Master Terms of Service and Applicable Laws apply to your use of them. You agree to only use Checkfront Payments with the Software Service; any use of Checkfront Payments outside of the Software Service without our prior written consent, which we may withhold in our sole discretion, is prohibited.
      Use of Checkfront Payments is subject to a percentage fee per transaction (the “Transaction Fee”) at the rates we post on our website or agree to with you through your Order regarding Checkfront Payments. We may, but are not obligated to, offer preferential, promotional, or discounted Transaction Fees to Customers for reasons we determine at our discretion.
    3. Third-Party Payment Processors. If you choose to integrate a Third-Party Payments Processor with the Platform, you must connect your account (the “Third-Party Payments Processor Account” and collectively with the Checkfront Payments Account as the context requires, a “Processor Account”) with the Third-Party Payments Processor through the instructions we provide to you and any applicable instructions of the Third-Party Payments Processor. 
    4. Processor Account as a Third Party Service. Your Processor Account is a Third-Party Service as defined in this Agreement, which means all disclaimers of warranties and liability regarding your Processor Account under these Master Terms of Service and Applicable Laws apply to your use of the Processor Account. By using your Processor Account, you are agreeing to be bound by the Checkfront Payments Processor Terms & Conditions or the applicable terms and conditions of the Third-Party Payments Processor (as the context requires, the “Processor Terms”), as applicable, as they are made available to you by Checkfront Payments or your selected Third-Party Payments Processor, as they may be amended from time to time. Your continued use of your Processor Account after the amended terms become effective constitutes your agreement to, and acceptance of, the amended Processor Terms. 
    5. Acknowledgment Regarding Merchant of Account. You acknowledge and agree that we are not the merchant of record for any payment processing activities you do through the Software Service and your Processor Account. By using the Processor Account, you agree that you are the merchant of record for the purposes of payment processing activities through your Processor Account in accordance with the Processor Terms. 
    6. Consent to use your Customer Data and Other Information. By using the Software Service and the payment processing services through your Processor Account as integrated with the Platform, you agree that we may provide your Customer Data and other information, including an authorization request by your own customer for a payment to you, and to manage your Software Service user settings to enable and manage the integration between the Platform and the Processor Account and related services so that you may process payments as intended by the Software Service and in accordance with the Processor Terms. We will not make instructions regarding any settlement of funds owed to you on your behalf regarding payments from your own customers. 
  1. Availability of Services 
    1. Availability Not Guaranteed. The Software Service, Third-Party Services, or other services or products offered through the Software Service may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your region. We strive to keep the Software Service available for use; however, all online services suffer occasional disruptions and outages, and we are not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve your Customer Data that you have stored on the Platform. We recommend that you regularly backup your Customer Data that you store on the Platform or that you have connected with Third-Party Services. We are not liable for any loss of any Customer Data resulting from any outage of the Software Service. 
    2. Standard Support Services. We may provide you with technical support regarding your Software Services. Details of our technical support offerings are provided here. We reserve the right to change our technical support services or cease to provide support at any time without notice to you. We may refuse support, or charge you for excessive requests, requests not covered by your Order, overly complex configurations, or requests outside of the understanding of our support staff. If included in your Order or otherwise made available to you, you may use our community support forum to post questions and find answers related to the Platform. If you are authorized to use the community support forum, you will use it in accordance with these Master Terms of Service and any additional terms included on the support website.
    3. Functionality of Platform. We agree that the Platform will operate in substantial conformity with the features and functionality set forth in the applicable Order. 
  1. Authorized Users and Use
    1. Authorized Users. You will receive access to the Software Service for up to the number of Authorized Users indicated on the applicable Order. You may increase the number of Authorized Users at any time during the Term, in accordance with our then-current process, provided that you pay the applicable Fees for Additional Users. To access the Software Service, Authorized Users must accept our terms of use applicable to Authorized Users as provided on the Platform or on our website, which may be updated by us from time to time. As between the Company and the Customer, any acts or omissions of an Authorized User in connection with that Authorized User’s use of the Services is deemed to be an act or omission of the Customer. You are solely responsible for promptly notifying us in writing or through the mechanisms made available in the Platform or by contacting us if an Authorized User is no longer using the Platform. Upon receiving notice that an Authorized User no longer is using the Platform, we will promptly remove such Authorized User’s access to the Software Service. 
    2. Content. You acknowledge and agree that we are not required and have no obligation under this Agreement to monitor or review any content, message, material, or Customer Data posted on or sent using the Platform by you or any Authorized User. You agree that you are solely responsible for such content and Customer Data. Neither you nor your Authorized Users will post any Customer Data or use the Platform to communicate any content, message, or material that (i) is abusive, defamatory, libellous, harmful to minors or obscene; (ii) infringes the Intellectual Property Rights of any third-party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any Applicable Laws. While we do not and cannot review all content or Customer Data on the Platform, and we are not responsible for such content or Customer Data, we may remove, delete, move, or edit content or Customer Data that, in our sole discretion, we deem abusive, defamatory, obscene, violates our terms of use, or is in violation of Applicable Laws, including copyright or trademark law, or otherwise unacceptable. We will not be liable for any Customer Data or other content. Without limiting the foregoing, if you, an Authorized User, or a third-party request that we remove any content, or if we receive information that such content may violate Applicable Laws or third-party Intellectual Property Rights, you agree that we have the right (but not the obligation) to remove such content from the Platform.
    3. Acceptable Use. Except as otherwise permitted in this Agreement, you shall not, and shall not permit your Authorized Users or any third-party to, directly or indirectly:
      1. copy or attempt to copy, alter, modify, adapt, duplicate, create derivative works from, frame, mirror, publish or republish, download, display, transmit, or distribute all or any portion of the Platform or the software or code contained on the Platform in any form or media or by any means, including by any automated or manual process;
      2. tamper with the security of the Platform, attempt to probe, scan, or test or circumvent the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorization, violate the restrictions in any robot exclusion files on the Platform or circumvent other measures employed to prevent or limit access to the Platform, or willfully render any part of the Platform unusable;
      3. actually or attempt to reverse compile, disassemble, reverse engineer, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying structure, ideas, algorithms, or organization) of the Platform, or reduce to human-perceivable form all or any part of the software contained on the Platform;
      4. sublicense, license, sell, resell, rent, share, loan, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make the Platform or Services available to or for the benefit of any third-party (except as expressly permitted herein) or otherwise use the Services other than in the way intended;
      5. build a product or service using similar ideas, features, functions, or graphics of the Platform, or otherwise copy any ideas, features, functions or graphics of the Platform or Services, or access or use the Platform to build or create a competitive service;
      6. permit any unauthorized access to, or use of, the Services;
      7. use the Platform or Services to store or transmit any virus, worm, trap door, time bomb, Trojan horse or other harmful or malicious code, file, script, agent, or program designed to permit unauthorized access to, or to erase or otherwise harm software, hardware, systems, or data; 
      8. distribute, facilitate, enable, or allow access or linking to the Platform or Services in any manner deemed us (in our sole discretion) to be objectionable or harmful to our business, name, or reputation;
      9. remove any watermarks, labels or other legal or proprietary notices included in the Platform;
      10. use the Platform in a manner that violates third party Intellectual Property Rights;
      11. use the Platform to send unsolicited Electronic Communications.
    4. Customer Responsibilities. You shall:
      1. provide accurate Customer Data to us;
      2. provide us with commercially reasonable co-operation regarding this Agreement, including reasonable access to information as may be required by us from time to time to provide the Services;
      3. comply with all Applicable Laws regarding your use of the Services;
      4. carry out all other responsibilities that you have in this Agreement in a timely and efficient manner. You agree that we may adjust any agreed upon timetable or delivery schedule as reasonably necessary if you do not meet your obligations under this Agreement;
      5. ensure that Authorized Users use the Services in accordance with the terms and conditions of this Agreement, and relay terms applying to Authorized Users to such Authorized Users;
      6. ensure that a security program is in place that complies with industry best security standards to protect your network and systems (including secure maintenance of login details and passwords) and, in the event of any unauthorized access to or use of the Software Service, promptly notify us; and
      7. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our network and mitigate all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links.
    5. Marketing. During the Term, you agree that we may use your name and logo as a customer who uses the Services. Each of us agrees that during the Term we will collaborate on press releases and other joint communications about your use of the Services. During the Term, we may feature your use of the Services as a marketing case study, provided that the confidentiality obligations in this Agreement are upheld in doing so.
    6. Electronic Communications. The Software Service allows you to send and receive Electronic Communications. You will only use the Electronic Communications features in the Software Service in compliance with these Master Terms of Service and the laws of the jurisdiction from which you send messages and in which your messages are received, including any “anti-spam” laws and regulations. You also consent to the receipt of Electronic Communications from us in connection with the Services. 
  1. Payment Terms 
    1. Billing. By providing us with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize us to charge you for the Service or available content using your payment method; and (iii) authorize us to charge you for any paid feature of the Service you choose to sign up for or use while these Master Terms of Service are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services, each according to the invoicing schedule we present to you at the time you purchase a paid Service or pursuant to an Order you enter into with us for such Services.
    2. Recurring Payments. When you purchase the Services on a subscription basis, you agree that you are authorizing recurring payments and payments will be made to us by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by us. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing us to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account, or as charges to your designated account (for credit card or similar payments) (collectively, “Electronic Payments“). Subscription Fees are charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we or our service providers reserve the right to collect any applicable return item, rejection, or insufficient funds fee, and process any such payment as an Electronic Payment.
    3. Ordering Additional Services. You may request Additional Users or additional Services, the specifics of which will be stated in an applicable Order agreed to by both Parties for the Additional Users or additional Services. Your agreement to that Order will be a binding commitment to purchase the Additional Users or additional Services described in the Order. 
    4. Payment. Payment of Fees due to us may be made by the means provided on our website, within the Platform, or as otherwise provided by us and may include electronic funds transfer, wire, credit card payment, or any other payment method agreed to by us. Payment by electronic funds transfer, credit card, or wire is considered made when released from your account. Payment by other means, if that payment method is approved by us, will be considered accepted when received by us. You agree to pay interest on any amounts which are not paid by the applicable due date at a rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum rate allowed by Applicable Law (if less), plus all expenses of collection, until fully paid.
    5. Taxes. The Company and the Customer are each solely responsible for Taxes which each is liable to pay under Applicable Laws. The Fees and any other amounts paid or payable to the Company under this Agreement do not include and will not be offset by any Taxes paid or payable by the Customer in respect of this Agreement. The Customer is responsible for paying all Taxes associated with (i) the Customer’s purchase of the Services under this Agreement and (ii) its Authorized Users’ use of the Platform. If the Company has an obligation under Applicable Laws or this Agreement to pay or collect Taxes for which the Customer is legally liable or responsible under this subsection, then the Company will invoice the Customer for such Taxes, and the Customer will pay that invoiced amount of Taxes to the Company unless the Customer provides the Company with a tax exemption certificate that is valid under Applicable Laws and is authorized by the appropriate taxing authority. Should the Customer remit withholding tax to any governmental authority in respect of Fees or other amounts paid or payable to the Company under this Agreement, then the Customer agrees to timely provide the Company with appropriate documentation evidencing such remittance. 
  1. Data and Intellectual Property
    1. Use of Customer Data. We and our Affiliates, agents, subprocessors, and subcontractors agree to only process Customer Data for the following purposes: (i) in accordance with the Agreement and as is necessary to provide the Services; (ii) as directed by Authorized Users in their use of the Software Service; and (iii) to comply with other documented reasonable instructions provided by you where such instructions are consistent with the terms of this Agreement. You have sole responsibility for the legality, reliability, integrity, right to use, accuracy, and quality of the Customer Data and for obtaining all necessary licenses, clearances, permissions, and authorizations for use of Customer Data in connection with the Services, including as needed under Privacy Laws for Customer Data to be transferred to and processed by us and our subprocessors. You acknowledge and agree that we may transmit data to subprocessors to facilitate the delivery of Services under this Agreement. We agree to inform those subprocessors of the terms of this Agreement and to make them subject to contractual terms and conditions for the protection of Customer Data similar to those apply to us. Should we determine that any Customer Data (i) is in breach of this Agreement, (ii) violates Applicable Law, including Privacy Laws, or (iii) the access to or use of the Customer Data in connection with this Agreement would exposure us to civil or criminal liability, then we have the right, but not the obligation, to remove (or request that you remove) such Customer Data from the Services. Additionally, you grant us a non-exclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, and display the Customer Data (i) as is necessary to provide the Services, (ii) to perform our obligations and exercise our rights under this Agreement, and (iii) for purposes of research and developing, creating, and improving the functionality of the Services.
    2. Correction to Customer Data. In the event of any loss of integrity or the corruption to Customer Data during the transmission of data, your sole and exclusive remedy is for us to restore the Customer Data from the latest back-up of such Customer Data maintained by us, if any, in accordance with our then-current archiving procedures. 
    3. Use of Aggregate Data. We and our Affiliates, agents, subprocessors, subcontractors, and third-party service providers are expressly permitted to create and use Aggregate Data to (i) provide, improve, and enhance the Services and the Platform, (ii) for development, diagnostic, and corrective purposes, (iii) to develop and distribute benchmarking and other relevant metrics for our customers to better understand trends related to their industry, (iv) to create, develop, and distribute additional products and services, and (v) for any other lawful business purpose. If Aggregate Data is provided to you, you agree that you bear all liability for, and will indemnify us and our Affiliates against any actions related to your usage of the Aggregate Data, including your actual or attempted reversal of anonymization or aggregation processes for purposes of re-associating the data with specific individuals by reference to or with the combination of other datasets in any manner whatsoever.
    4. Prohibited Data. Unless otherwise contracted for in an Order or by written agreement between you and us, you agree to not request or upload and to ensure that no Authorized Users upload into the Platform or Services, or otherwise submit or make accessible to us, any Prohibited Data. You agree to notify your Authorized Users of this obligation and to notify us immediately if you become aware that Prohibited Data has been uploaded to the Platform. We have the right, in our sole discretion, to delete any Prohibited Data from the Platform and although we are not required to do so, we will endeavor to provide you with at least ten (10) days’ notice prior to exercising this discretion so you can export such Prohibited Data from the Platform. We will not be responsible for any Prohibited Data we receive and we disclaim any liability and Damages arising from Prohibited Data used on the Platform, including liability and Damages for any failure to protect the Prohibited Data. 
    5. Use of Personal Data. You represent and warrant to us that you have all necessary rights, consents, or permissions under Privacy Laws to share, disclose, control, process, or otherwise use all Personal Data you use in connection with the Services or incorporate into Customer Data. You agree to comply with all Privacy Laws regarding the use of Personal Data in connection with the Services. We will, in providing the Services, comply with our privacy and security policies relating to the privacy and security of the Customer Data, as such policies may be amended, supplemented, or replaced from time to time by us in our sole discretion, and all applicable Privacy Laws.
    6. Ownership of the Software Services. Subject to the terms of this Agreement, you and your Authorized Users are permitted to access and use the Platform to use the Software Services, but this Agreement is not otherwise an agreement for the sale or license of any software. No rights or licenses are granted except as expressly stated in this Agreement. As between you and us, we own and retain all right, title, and interest in and to: (i) the Platform and Software Services; (ii) any improvements, derivatives, and modifications to the Platform and Software Services; and (iii) all Intellectual Property Rights to the foregoing. All rights not expressly granted by us in this Agreement are reserved.
    7. Ownership of the Professional Services. Unless otherwise stated in the applicable SOW and subject to the Intellectual Property Rights expressly reserved by us under these Master Terms of Service and the Intellectual Property Rights of third-party licensors, all work product and deliverables created for or delivered to you under an applicable SOW as Professional Services (“Deliverables”) and all Intellectual Property Rights in the same are owned and held by us; provided, however that we grant you a limited, revocable, non-exclusive, non-sublicensable license to use the Deliverables for your own business use. Nothing in the Agreement will prevent us from providing services or developing work products and Deliverables that are competitive with, or functionally comparable to, the services rendered, and the work product and Deliverables provided to, you under an applicable SOW.  We are free to use the general knowledge, skills, experience, ideas, concepts, know-how and techniques that are acquired or used while providing the Professional Services to you, subject to our confidentiality obligations in these Master Terms of Service. 
    8. Ownership and Use of Feedback. It is our policy not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing on our own. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you agree that you give us a royalty-free, irrevocable, transferable right and license to use all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to us in connection with your use of the Service (collectively, “Submissions“) in however manner we desire and for whatever purpose, including to copy, modify, delete, adapt, publish, translate, create derivative works from, sell, profit from, or distribute such Submissions or incorporate such Submissions into any form, medium, or technology (including the Service) throughout the world. We are under no obligation to compensate you in any way for Submissions, to maintain any Submissions in confidence, or to respond to any Submissions. You agree that any Submissions submitted by you to us will not violate the right of any third-party, including without limitation, copyright, trademark, privacy, or other personal or proprietary rights, and will not cause injury to any person or entity. You further agree that no Submissions submitted by you to us will be or contain libelous or otherwise unlawful, threatening, abusive, or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”.
    9. Ownership of Aggregate Data. As between you and us, we own and retain all right, title, and interest in and to Aggregate Data, including all Intellectual Property Rights therein.
    10. Ownership of Customer Data. As between you and us, you own all rights, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. You may export your Customer Data from the Platform at any time. Once exported, the exported Customer Data is no longer covered by our security or privacy commitments under these Master Terms of Service. 
    11. Our Branding. Our trademarks (whether registered or unregistered), trade names, service marks, graphics, and logos (collectively, the “Marks“) used in connection with the Services are our property. Other trademarks, trade names, service marks, graphics, and logos used in connection with the Service are the property of their respective owners (collectively “Third-Party Marks“). The Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the applicable owner. We reserve all Intellectual Property Rights in and to our Marks. Subject to the foregoing, we grant you a revocable, non-exclusive, and non-transferable license to use the Marks solely in connection with your use of the Services and for no other purpose. Our Marks must be used in accordance with our brand guidelines and resources, which you can find here. 
    12. License of Customer Graphics. You grant us and our Affiliates, a royalty-free, non-exclusive, worldwide, license during the Term to use and display your graphics, service marks, logos and trademarks approved by you on the Platform as required to provide the Services and for the purpose of performing our obligations under this Agreement.
  1. Indemnification
    1. Customer Indemnity. You agree to defend, indemnify, and hold us, our Affiliates, and each of our respective officers, directors, employees, agents, and sub-contractors harmless from and against any third-party Claims and resulting Damages arising out of or related to (i) Customer Data, Customer Content, and Prohibited Data and your or your Authorized Users’ use of Customer Data, Customer Content, or Prohibited Data in connection with the Services, (ii) your use of any Third-Party Services or breach of any third-party terms and conditions applicable to the Third-Party Services, (iii) your and your Authorized Users’ use of the Services, (iv) your or your Authorized Users’ violation of Applicable Laws, including Privacy Laws, in connection with your or their use of the Services, and (v) your breach of any of your obligations or representations given in this Agreement. Without limiting the generality of the foregoing, you acknowledge and agree that a Claim made by an Authorized User is a third-party Claim.
    2. Company Indemnity. Subject to your indemnity obligations stated in this Agreement, we agree to defend, indemnify, and hold you and your Affiliates and your respective officers, directors, employees, agents, and sub-contractors harmless from and against any and all third-party Claims and resulting Damages where the Claim (i) subject to subsection (d) below, alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights; or (ii) arising from our gross negligence, fraud, or wilful misconduct (each, a “Customer Claim”). 
    3. Indemnification Procedure. The Party seeking indemnification under this section (the “Indemnitee”) will provide the other Party (the “Indemnitor”) with prompt written notice of any third-party Claim for which indemnity is sought. If the Indemnitor is so notified, the Indemnitor will promptly hire experienced and competent counsel, and will have sole control of the defense and all negotiations for the compromise or settlement of such Claim, and will pay any Damages in respect of such Claim and reimburse the Indemnitee for its reasonable costs and expenses incurred in cooperation with and providing assistance to the Indemnitor; provided, however, that the Indemnitor may not settle any such Claim without the Indemnitee’s consent if the proposed settlement would be in the Indemnitee’s name or impose pecuniary or other liability or an admission of fault or guilt on the Indemnitee or would require the Indemnitee to be bound by an injunction of any kind. 
    4. Company Rights. In the defense or settlement of any Customer Claim that alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights, we may procure the right for you to continue using the Platform, replace or modify the Platform (so long as such modified Platform is substantially equivalent in functionality and performance) so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) business days’ notice to you and refund you (without an additional liability or obligation to the Customer) a prorated amount equal to the prepaid but unused Platform Fees for the Software Service for the unexpired portion of the Term. This section states your sole and exclusive rights and remedies, and our (including our Affiliates and their officers’, directors’ employees’, agents’, and sub-contractors’) entire obligations and liability for infringement of any Intellectual Property Right.
    5. Exclusions. In no event will we or our Affiliates, officers, directors, employees, agents, or sub-contractors be liable to you under this section to the extent that the alleged infringement is based on:
      1. a modification of the Platform by you or anyone on your behalf (including a modification made by us at your direction) to the extent such claim would not have occurred absent such modification;
      2. use of the Platform in a manner contrary to the instructions given by us or in contravention of the terms of this Agreement;
      3. use of the Platform in combination with other products, software, or data not supplied by us; or
      4. use of the Platform after notice of the alleged or actual infringement from us or any appropriate authority or third party.
    6. General. Indemnification by either Party under this Agreement may be reduced to the extent of loss actually proven as directly attributable to the breach of the Agreement, gross negligence, or willful misconduct of the other Party. 
  1. LIMITATION OF LIABILITY 
    1. IN NO EVENT WILL WE BE LIABLE FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, OR (II) ANY LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, COSTS, CLAIMS, OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, OR TORT, IN EXCESS OF THE AGGREGATE OF THE FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION OR $100,000, WHICHEVER IS LESS. 
    2. WE MAKE NO REPRESENTATION AND WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE, AGREEMENTS OR TRANSACTIONS WITH, ANY THIRD-PARTY SERVICES. YOU MUST COMPLY WITH ALL AGREEMENTS AND OTHER LEGAL REQUIREMENTS THAT APPLY TO THIRD-PARTY SERVICES.
    3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF THE SOFTWARE SERVICE OR CUSTOMER DATA OR INFORMATION CONTAINED THEREIN, EXCEPT TO THE EXTENT THAT THE COMPANY’S BREACH OF ITS SECURITY STANDARDS EXPRESSLY STATED IN THIS AGREEMENT RESULTS IN THE UNAUTHORIZED ACCESS.
    4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF CUSTOMER DATA OR CUSTOMER CONTENT BY THE CUSTOMER OR ITS AUTHORIZED USERS. 
    5. THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF THE COMPANY WERE TO ASSUME ANY FURTHER LIABILITY. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
    6. This section will apply to the maximum extent permitted under Applicable Laws. Without prejudice to the foregoing, nothing in this Agreement will operate to exclude or restrict any liability of a Party for any matter for which it is not permitted by Applicable Law to exclude or limit, or to attempt to exclude or limit, its liability.
  1. Disclaimer
    EXCEPT FOR THE WARRANTIES CONTAINED IN THIS SECTION AND STATED EXPRESSLY ELSEWHERE IN THIS AGREEMENT:
    1. THE PLATFORM, SERVICES, ANY CONTENT MADE AVAILABLE BY THE COMPANY ON THE PLATFORM, BETA SERVICES, ALL OTHER SERVICES ARE PROVIDED “AS IS”; AND
    2. THE COMPANY SPECIFICALLY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE CUSTOMER AND NO OTHER THIRD-PARTY. UNLESS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT OR BY WRITTEN AGREEMENT BETWEEN THE PARTIES, THE COMPANY DOES NOT WARRANT THAT (A) THE OPERATION OF THE PLATFORM OR SOFTWARE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, (B) ANY ERRORS IN THE PLATFORM OR SOFTWARE SERVICE CAN OR WILL BE CORRECTED, OR (C) THE PLATFORM OR SOFTWARE SERVICE OR THE FUNCTIONS CONTAINED THEREIN, OR ANY RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S REQUIREMENTS, INCLUDING FOR RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS. THE COMPANY WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, DELIVERY OR SERVICE FAILURE, OR ANY OTHER PROBLEMS OR DAMAGES ARISING FROM THE CUSTOMER’S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY OTHER SYSTEMS.

  1. Term
    1. Term of Agreement. This Agreement starts as of the effective date of the Order applicable to the Service and will continue until all applicable Orders or SOWs have expired or terminated according to their terms, or until this Agreement has been terminated according to its terms (the “Term”). 
    2. Term of Professional Services. The term of Professional Services is stated in the applicable SOW for those Professional Services. 
    3. Suspension. In the event of any breach or threatened breach of this Agreement by you or any Authorized User, which includes any failure to pay Fees when due, without limiting any of our other rights and remedies, we may suspend you and your Authorized Users’ access to the Software Service and suspend our other Services to you. You will continue to be charged Fees during any period of suspension for a breach of the Agreement. 
    4. Termination on Certain Events. A Party may immediately terminate this Agreement or any applicable Order or SOW on the occurrence of any of the following:
      1. If the other Party materially breaches the Agreement, and such breach is incapable of cure, upon written notice to the breaching Party, or with respect to a material breach capable of cure, subject to any provisions of this Agreement giving an immediate right of termination, upon written notice to the breaching Party if the breaching Party does not cure the breach within thirty (30) days after its receipt of written notice of the breach.
      2. Immediately by written notice to the other upon the other Party commencing or being subject to a reorganization, winding up, insolvency, or bankruptcy proceedings under any national, federal, state or provincial statute, including but not limited to the Companies’ Creditors’ Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Canada Business Corporations Act (“CBCA”) or any of the provincial equivalents to the CBCA, or the Winding-Up and Restructuring Act (Canada) or ceases to operate in the ordinary course of business. If this Agreement is terminated by the Customer in accordance with this subsection, the Company will refund the Customer a pro rata portion of any prepaid but unused Fees covering the remainder of the Term after the effective date of termination. If this Agreement is terminated by the Company in accordance with this subsection, the Customer will pay any unpaid Fees covering the remainder of the Term of all Orders. In no event will termination relieve the Customer of its obligation to pay any Fees payable to the Company for the period prior to the effective date of termination. 
    5. Effect of Termination (Agreement). Immediately in the event of any termination of the Agreement or expiration of the Term:
      1. Subject to any rights provided for in an Order or SOW that survive termination, all Orders or SOWs then in-effect will immediately terminate, and we will cease all Services on the effective date of termination or expiration of the Term, and any right you have to access the Software Service under this Agreement will immediately terminate;
      2. We may erase or otherwise destroy the Customer Data (or any portion thereof) unless we receive, no later than ten (10) days after the effective date of termination or expiration of the Term, written notice from you requesting the most recent extraction of the Customer Data. Within thirty (30) days of receiving such notice, we will provide you with a copy of your Customer Data in a format reasonably requested by you and commercially practical for us to provide; however, the foregoing does not apply to copies of Customer Data made as a matter of routine information technology backup that we must or choose to store in accordance with our record retention policy or as required by Applicable Law (including for tax and audit purposes), with such Customer Data being subject to the confidentiality and security provisions set forth in this Agreement for so long as it is retained.
    6. Effect of Termination (Order or SOW). In the event of any termination or expiration of an Order or SOW, we will cease providing the applicable terminated or expired Services subject to the Order or SOW upon the effective date of termination or expiration of that Order or SOW. 
    7. Fees. Termination will not relieve you of your obligation to pay all undisputed charges accrued and payable before the effective date of termination. 
  1. Miscellaneous Terms
    1. Interpretation. In this Agreement (i) words importing the singular number only include the plural and vice versa, (ii) the headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Agreement, and (iii) wherever the words “include”, “includes” or “including” are used, they are deemed to be followed by the words “without limitation” and the words following “include”, “includes”, or “including” are not be considered an exhaustive list.
    2. Export Controls. You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under Canadian, United States, or other laws (a “Prohibited Jurisdiction”) and you will not provide access to our Services to any government, entity, or individual located in any Prohibited Jurisdiction. You confirm that: (i) you are not named on any Canadian or United States government list of persons or entities prohibited from transaction with any Canadian or United States person; (ii) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) you will not access or use our Services in violation of any Canadian, United States, or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you are located to Canada and the United States.
    3. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The Company may assign this Agreement without requiring the consent of the Customer. The Customer may not assign this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the Company. 
    4. Entire Agreement. This Agreement is the entire agreement and understanding between the Parties regarding the Services and supersedes all prior or contemporaneous communications (oral or written), agreements, and understandings of any kind of the same subject. Each Party confirms that it has not relied upon any statement, representation or understanding that is not an express term of this Agreement. 
    5. Modifications. We may amend the Master Terms of Service at any time by posting revised terms to the Platform or the applicable area of our website and the updated or revised terms will be effective as of the date of posting. Your continued use of the Services following the time at which we post revised Master Terms of Service is your agreement to the terms as modified. If you do not agree to the revised Master Terms of Service, do not continue to use the Services. Where an amendment or update to these Master Terms of Service or a hyperlinked document adds significant additional obligations on you, materially reduces your rights or materially reduces our obligations, you have the right, exercisable no later than 30 days after such change has been implemented, as your sole remedy, to terminate this Agreement or any Order by notice to us and we will refund any Fees previously paid but unused that you have paid to us regarding the then-remaining portion of any prepaid Order Term or work not yet performed under an applicable Order. If there is any conflict or inconsistency between the terms, covenants, or conditions in the body of this Agreement and any Order, the terms, covenants, and conditions contained in the body of this Agreement control unless otherwise expressly stated in the Order that it supersedes specified provisions in this Agreement.
    6. Force Majeure. Except for payment obligations, neither Party will be liable to the other Party for any delay or failure in performance (other than the payments due under this Agreement) arising out of a cause beyond its control and without its fault or negligence. Such causes may include fires, floods, earthquakes, strikes, unavailability of necessary utilities or internet service providers, blackouts, pandemics, acts of God, acts of declared or undeclared war, acts of legislative bodies or regulatory agencies, or national disasters.
    7. Governing Law and Forum. Any claim, controversy, or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to the conflict of law principles thereof. The Parties will initiate any lawsuits in connection with this Agreement in Victoria, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 
    8. Legal Fees. If any legal action is necessary to enforce the terms of this Agreement, we are entitled to recover our reasonable legal fees and costs from you.
    9. Independent Contractor. The Parties are independent contractors. Nothing in this Agreement will be construed to create a joint venture, partnership, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
    10. Notices. All notices and communications given under this Agreement will be in writing and will be given by: (a) certified mail return receipt requested or by overnight courier, to the address stated in the applicable Order; (b) delivered electronically by email to the email address stated in the applicable Order or as updated by a Party from time to time in accordance with this section. 
    11. Severability and Waiver. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected thereby and will be binding upon the Parties and will be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement. The failure of either Party to insist upon strict performance of any provision in this Agreement will in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of this Agreement or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions in this Agreement.
    12. Survival. All sections of this Agreement that by their nature should survive or are expressly stated to survive, shall survive termination (or expiration) of this Agreement. 
    13. English Language. It is the express will of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volunté expresse des parties que cette convention et tousles documents s’y rattachant, y conpris les aviset les autre communications, soient rédigés et signés en anglais seulement.