Terms and Privacy

Last Updated: June 23th, 2023

BLOC PAY INC. (“Bloc Pay”, “we”, “us”, “our” and terms of similar meaning) takes your privacy rights seriously. We are committed to transparently describing our privacy practices, including how we collect, use and disclose (a) your personal or personally identifiable information or business information (if and as applicable) (“Information”); and (b) data we obtain from your activity on the Services (as defined below) (“Data”) as part of providing the website (https://www.blocpay.ca/) (the “Website”) and/or the Bloc Pay Software as a Service Software (the “Software”) (collectively, the “Services”).

We encourage you to read and understand our SaaS and Services terms and conditions (“Terms”) and this privacy policy (“Privacy Policy”) and any other agreement you agree to or enter into with Bloc Pay before using the Services. By accepting the Terms and/or Privacy Policy or by accessing the Services, you expressly consent to our collection, use and disclosure of your Information and Data in accordance with this Privacy Policy. This Privacy Policy is incorporated into and subject to our Terms.

All other capitalized terms that are not otherwise defined herein obtain their meaning from the Terms.

1. What Information and Data Do We Collect?

(a) General. Our primary purpose in collecting Information and Data from you voluntarily is to provide you with a secure, efficient and customized experience when using the Services. We will only ask for and collect Information and Data that we consider necessary to ensure a positive experience.

(b) Information and Data.

(i) When signing up for a User account, Clients and Users of the Services must provide the Information as requested or where indicated. Where possible, on these forms we indicate which fields are required and which fields are optional. Our primary purpose in collecting Data from you voluntarily is to provide a secure experience. When using the Services, we may collect, without limitation, Information and Data including: your first and last name, company name, email, address, phone number, other information inputted by you and Data generated from your use of the Services.

(ii) As you use the Services, you can, or may be required, from time to time enter or send to us Information, which may include, without limitation, Information that you share on your account as a User or Client.

(iii) You represent that you have the right and authority or have obtained all necessary consents and approvals to provide any Information, including any Information of another individual or entity, that is provided by you to Bloc Pay through the Services or otherwise.

(c) Information and Data Collected Automatically.

(i) When you use the Services, Bloc Pay automatically receives and records Data from your device, including, but not limited to your GPS location, IP address, operating Data, device Data, other Application IDs, cookies, the page you requested, the timing, frequency and pattern of your use of the Services. This usage data may be processed for the purposes of analyzing the use of the Bloc Pay Site and the Software. Unless otherwise stated in this Privacy Policy, Bloc Pay only uses this Data in aggregate form.

(ii) “Cookies” and similar technologies are small files placed on your computer and devices that assist us in providing our Services. We and our third-party service providers use cookies and similar technologies to provide and personalize the Service, analyze use, target advertisements and prevent fraud. You can disable cookies in your browser settings, however, if you do so, some parts of the Service may not function properly.

2. How Do We Use Your Information and Data?

We may use your Information to determine your eligibility to be a Client or to continue to have a User account on the Service. We may also use your Information and Data to provide to you the license for the Services; to provide you with the Services; to communicate with you, either directly or through one of our partners, including for marketing and promotional purposes; to improve our marketing and promotional efforts; to advise of pricing and Service updates; to facilitate transactions and payments (if and as applicable); to resolve service disputes; troubleshoot problems; to analyze usage of our Services; to improve our content and product offerings; to deliver information to you that, in some cases, is relevant to your interests; customize your experience, the content, layout and services; to detect and protect us against error, fraud and other criminal activity; enforce our Terms; to provide you with system or administrative messages; and/or as otherwise described to you at the time of collection. These uses improve the Services and better tailor it to meet your needs, so as to provide you with a secure, efficient and customized experience while using the Services.

3. Our Disclosure of Your Information and Data

(a) General Disclosure. We may share your Information and Data with third parties only in the ways that are described in this Privacy Policy and in accordance with your consent. We will not share, sell or rent your Information or Data to third parties without your explicit consent.

(b) Anonymized Aggregated Data. We may aggregate and anonymize your Data and use and disclose it for a variety of purposes, including analytics, to improve our algorithms, measure service usage, publish summaries and develop new features. We will not display or otherwise disclose information where a User can be identified.

(c) Subsidiaries, Affiliates and Service Providers. We may use the services of subsidiaries, affiliates and third party service providers (collectively, “Third Parties”) in connection with our provision of the Services, including, without limitation, for the processing of payments, off-premise data hosting, communication services, account hosting, and Information collecting and analysis services. We may disclose your Information and Data to the Third Parties in the course of our use of their services. We take care to use Third Parties that we believe are reputable and capable of performing the services we require of them, including, without limitation, the handling of confidential information and Information and Data and the compliance with all applicable laws.

(d) Laws and Jurisdictions. Notwithstanding anything to the contrary in this Privacy Policy, we may preserve or disclose your Information and Data if we believe that it is reasonably necessary to comply with a law, regulation or legal request; to protect the safety of any person; to address fraud, security or technical issues; or to protect our or any other person’s or entity’s rights or property. However, nothing in this Privacy Policy is intended to limit any legal defenses or objections that you may have to a third party’s, including a government’s, request to disclose your Information and Data.

(e) Sale of Business. We may disclose Information and Data to the acquiror or its agents in the course of the sale of our business. If we do this, the disclosure will be subject to confidentiality arrangements customary in such transactions.

(f) Storing and Processing Your Information and Data. In some cases, Information and Data that we collect may be stored or processed outside of the jurisdiction it is received. When that occurs, we continue to protect the Information and Data with appropriate safeguards and data export requirements, but it may be subject to the legal jurisdiction of those countries and governmental authorities in those countries.

4. Communication Preferences

You can always unsubscribe from our commercial and promotional emails, but we may still send you communications relating to your status as a Client and your Users and your use of the Services in accordance with applicable anti-spam legislation.

5. Information and Data Retention

(a) General Retention Policy. We will periodically de-identify (a) Information from collected Data in unused User Accounts; and (b) unnecessary Information from Data collected elsewhere on and/or through the Services. We shall store your Personal Data for as long as required by law or in accordance with the law, or for the purposes stated in this Privacy Policy.

(b) Termination of User Account. If your User Accounts are terminated, we will deactivate them, but we may retain your Information and Data for a certain period of time, in accordance with applicable privacy laws, and disclose it in a manner consistent with our practices under this Privacy Policy.

6. Your Information and Data Rights

In accordance with the applicable privacy laws, you may have the following rights with respect to your Informationand Data:

(a) Right of Access and Portability. You may ask for an overview or copy of your Information and/or Data to be provided to you; and/or transferred to another organization.

(b) Right to Rectification. You may review your Information and delete and/or update it through your User Account or by contacting us, to ensure it is accurate and complete on the Services.

(c) Right to Erasure and Restriction. You may ask us to remove and/or restrict our processing of your Information and/or Data in certain circumstances (e.g. if you believe we have processed your Information and/or Data unlawfully, if you believe that your Information and/or Data is no longer necessary for the purposes in which it was collected or processed, you withdraw your consent (as discussed below). Notwithstanding the foregoing, despite such request, subject to all applicable laws and the terms and conditions of this Privacy Policy, we may still retain your Information and Data for legitimate business interests, to collect any fees owed (if and as applicable), resolve disputes, troubleshoot problems, analyze usage of the Services, assist with any investigations, prevent fraud, enforce our Terms and/or take other actions as required or permitted by law.

(d) Right to Withdraw Consent. Where we have asked for your consent to use and/or process your Information and Data, you can withdraw this consent at any time. We will do our best to accommodate your request, subject to applicable laws and the terms and conditions of this Privacy Policy.

Please contact us at concierge@blocpay.ca if you would like to exercise any of the above rights.

7. Security

We strive to protect your Information and Data by putting in place a range of technical and organizational measures to safeguard and secure the Information and Data we receive from you, including without limitation, security technologies. We are continuously utilizing security measures to protect your Information and Data from unauthorized access or against loss, misuse or alteration. Despite our efforts, we cannot guarantee the security of your Information and Data. Unauthorized entry or use, hardware or application failure and other factors, may compromise the security of your Information and Data at any time. We reserve the right, without any limitation, to investigate any suspected breaches of the Services’ security or information technology or other systems or networks.

8. Changes to This Privacy Policy

Bloc Pay may amend this Privacy Policy from time to time. The use of Information and Data we collect is subject to the Privacy Policy in effect at the time the Information or Data is used. If we make any material changes in the way we use your Information or Data, we will notify you by (a) posting a notice on the Client and User account page of the Software or elsewhere on the Services; or (b) e-mailing you at your e-mail address associated with your Client, Administrator or User account. Clients and Users of the Services are bound by any changes to the Privacy Policy when they use the Services after such changes have been first posted.

9. Questions?

It is our goal to make our privacy practices easy to understand. If you have questions, concerns or if you would like more detailed information, please email our data controller at concierge@blocpay.ca.

Last Updated: May 10th, 2021

BLOC PAY INC. SOFTWARE AS A SERVICE (SAAS) AND SERVICES TERMS AND CONDITIONS

These Software as a Service (SaaS) and Services Terms and Conditions (“Terms” or this “Agreement”) govern the purchase of the license to the Software and access to Services by the Client and its Users (“you”, “your”, and terms of similar meaning) made available by Bloc Pay Inc. (“we”, “us”, “Provider” and terms of similar meaning) and its suppliers, made pursuant to an executed License Agreement (defined below).

By executing a License Agreement, or by accessing or using the Services, you agree to be bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms.

If the individual accepting this Agreement is accepting on behalf of a company or legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the term “Client” or “User” (as the case may be) shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these Terms, such individual must not accept this Agreement and may not use the Services.

The License Agreement is automatically deemed to include all of the terms and conditions of these Terms; provided that whenever the provisions of the License Agreement expressly conflict with these Terms, the conflicting provisions of the License Agreement control and shall take precedence over the conflicting provisions of the Terms.

1. Definitions

1.1 "Administrator" means a person or persons assigned by the Client to have the authority to act as the administrator of the subscription on behalf of the Client.

1.2 "Advisory Services" means advisory services as more particularly described in the License Agreement and any additional Schedules.

1.3 "Applicable Law" means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement or the supply or use of the Services.

1.4 "Provider Data" means information that the Provider makes available to the Client through the Services, consisting of information from publicly available sources and third-party data providers.

1.5 "Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario.

1.6 "CASL" means any applicable federal, provincial and local laws, regulations and rules governing the sending of commercial electronic messages.

1.7 "Client" shall mean the individual or organization who is bound by the terms of the License Agreement and these Terms and Conditions.

1.8 "Client Data" means any data or content inputted into the Software by the Client or any of its employees or Users and hosted on the servers of the Cloud Provider.

1.9 "Cloud Provider" has the meaning given in Section 6.1.

1.10 "Fees" means the fees to be paid by the Client pursuant to the License Agreement, these Terms and any applicable Schedules.

1.11 "License Agreement" means (i) the Bloc Pay License Agreement; or (ii) an online order specifying the Services to be provided hereunder, that is entered into between the Client and the Provider, including any Schedules, addenda and supplements thereto.

1.12 "Personal Information" means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.

1.13 "Privacy Laws" means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and any similar legislation enacted by any province or territory of Canada.

1.14 "Schedule" means a schedule, which is attached to this Agreement, or which may be added hereafter by written agreement of the parties.

1.15 "Services" means the use of the Software, the Advisory Services and other related services to be provided by the Provider to the Client pursuant to the License Agreement.

1.16 "Software" means the software licensed to the Client pursuant to the terms of the License Agreement.

1.17 "Term" shall have the meaning given in Section 13.1.

1.18 "User" means an individual user who (i) is permitted to use the Software; and (ii) agreed to these Terms. Users may include employees or contractors of the Client and representatives of third-party vendors who are authorized to use the Services.

2. Privacy and Security

2.1 Please refer to the privacy policy by clicking here (the “Privacy Policy”) for information on how we or our licensors collect, use and disclose your Personal Information. By using the Services, you agree to the use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

3. User Accounts

3.1 Provisioning and User Accounts. Upon agreeing to a License Agreement, the initial Administrator of the Client will be permitted to register for a User account. The initial Administrator may add other Administrators and authorize Users subject to the limitations and additional terms described in the License Agreement. The Initial Administrator and other Administrators shall be deemed to have the authority to manage (including adding and removing) Users. Administrators may deactivate any User if the Administrator wishes to terminate access to the Service for any User. Access to specific features of the Services is only available to specific user types.

3.2 Free Trial. If a free trial is offered by the Provider for certain Services and the Client agrees to a free trial pursuant to a License Agreement (“Free Trial”), the Provider will make the applicable Services available to the Client on a trial basis free of charge until the earlier of (a) the end of the Free Trial period for which the Client registered to use the applicable Services, or (b) the start date of the Initial Term under a License Agreement. Any Client Data accumulated by a User during a Free Trial will be permanently lost unless the User, on behalf of a Client, agrees to a License Agreement or exports such Client Data before the end of the Free Trial period. Notwithstanding anything to the contrary in Sections 11 and 12, during the Free Trial, the Services are provided “as-is” without any warranty, support or service levels and the Provider shall have no indemnification obligations nor liability of any type with respect to the Services for the Trial Period unless such exclusion of liability is not enforceable under Applicable Law in which case the Provider’s liability with respect to those Services provided during the Free Trial shall not exceed $1,000.

3.3 Registration. Upon logging into the Software for the first time, the Administrators and Users will be prompted to register for a User account. Administrators and Users agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the Software (“Registration Data”); (b) maintain the security of the their password; (c) maintain and promptly update the Registration Data, and any other information the they provide to the Software, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information provided to Provider. The Client shall be responsible for all activity by Users on the Software, including the activity performed on the Software through the User accounts by an agent, representative, employee (including former employees who maintained access to the Services), or any other person acting on behalf of such User. It is the responsibility of the Client to delete User accounts or otherwise remove access to Users who should no longer be active (e.g. a User who is no longer an employee or contractor of the Client or a Vendor of the Client).

4. License to Software and License Restrictions

4.1 License to Software. Provider hereby grants to Client and authorized Users a non-exclusive, non-transferable license to use the Software and solely permit the Client and Users to use the functionality contained within the Software for legitimate purposes during the Term.

4.2 License Restrictions. Except as set forth in this Agreement, the License Agreement, any Schedule and to the extent contrary by Applicable Law: the Client and User may not (a) make or distribute copies of the Software; (b) alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form; (c) sell, rent, lease, host or sublicense the Software (except as is incidental or necessary for the provision of the Software to Users); (d) modify the Software or create derivative works based upon the Software; provided however that the foregoing will not restrict Client’s rights to exploit any Client Data which may be incorporated into, reside in, or form a part of the Software; (e) use the Services in a manner that breaches the rights of any third party, any contract or legal duty or violate any Applicable Law; (f) copy the Services or any part, feature, function or user interface thereof; (g) access or use the Services in order to build a competitive product or service; and/or (h) use the Services other than for its intended purposes, including, without limitation, in a manner that, as determined by the Provider in its sole discretion, constitutes excessive or abusive usage.

5. Third Party Content

5.1 Third Party Content. The Provider may provide third party content on the Services and may provide links to webpages and content of third parties (collectively, “Third Party Content”) as a service to those interested in this information. The Provider does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that the Provider is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.

6. Hosting and Support

6.1 Hosting. The Provider will cause the Software to be hosted on a cloud server maintained by a reputable third-party provider (“Cloud Provider”). The Provider will be responsible for contracting with the Cloud Provider, and for paying all fees and charges of the Cloud Provider. All Client Data stored on the Services is located on servers operated by the Cloud Provider in [insert jurisdiction].

6.2 Support, Training. If applicable, support, maintenance and training Services shall be provided to the Client in accordance with the terms set out in the [insert agreement].

7. Advisory Services

7.1 General Procurement Agreement. The Client and the Provider may sign one (1) or more Schedules with respect to Advisory Services to be supplied by the Provider and acquired by the Client. Each Schedule shall contain a statement of the Advisory Services to be provided pursuant to the Schedule, the applicable Fees, and the expectations of the parties as to the timing of performance of the Advisory Services pursuant to such Schedule.

7.2 Order of Interpretation. Each Schedule is automatically deemed to include all the terms and conditions of the License Agreement and these Terms; provided that whenever the provisions of a Schedule expressly conflict with the License Agreement or these Terms, the agreements should be interpreted in the following order: (a) the conflicting provisions of the Schedule control and take precedence over the conflicting provisions of the License Agreement and these Terms, then (b) the conflicting provisions of the License Agreement shall take precedence over the conflicting provisions of these Terms.

7.3 Change Request. If the Client wishes at any time to request a change in the Advisory Services under the License Agreement or a particular Schedule, or if the Client requests the Provider to provide Advisory Services outside the scope of the Advisory Services that are specifically specified in the License Agreement or a Schedule, the parties will work towards the execution of a new Schedule outlining the additional Advisory Services.

7.4 Services. The Provider shall in all material respects perform the Advisory Services in accordance with the License Agreement, these Terms and the applicable Schedule(s), and in a timely, diligent and professional manner. However, the timely and effective completion of the Advisory Services requires the successful co-operation of the parties and the timely performance by each of them of their obligations hereunder, including delivery by Client to Provider of information and materials and the timely performance by Client of the various activities, in each case either expressly or implicitly described in the License Agreement or a Schedule, as the case may be.

8. Client Representations and Warranties; Client Responsibilities

8.1 Client Representations and Warranties. The Client represents and warrants that the Client’s use of the Services and the use of the Services by the Client’s Users will (a) be consistent with this Agreement and any licenses provided; and (b) comply with Applicable Law, including Privacy Laws and CASL. The Client shall be liable for the acts and omissions of any of its Users, directors, officers, employees, contractors, representatives or agents as if such act or omission were an act or omission of the Client.

8.2 Responsibilities. The Client agrees (a) that it shall be responsible for providing and maintaining its own Internet access with the necessary bandwidth speeds as recommended by the Provider and all necessary telecommunications equipment, services, software and other materials (collectively, “Client Equipment”) at the Client’s location(s) necessary for accessing the Services; (b) the Client represents and warrants that it has the right to enter into this Agreement and to allow the Provider to perform the Services; (c) the Client is solely responsible for providing, updating, uploading, modifying and maintaining the Client Data; (d) the Client will not collect, nor provide to the Provider, any Client Data that is not collected or stored in accordance with Applicable Laws and with the Client’s privacy policy (or the privacy policy of the Client’s customers, if applicable); (e) the Client is responsible for obtaining any consents required in connection with its provision of Client Data to the Provider; (f) the Client is solely responsible for ensuring that the Client’s use of the Services and the Provider Data does not violate the laws of the applicable jurisdictions where the Client operates.

8.3 Client Indemnity Regarding Use of Services and Client Data. The Client shall be solely responsible for all inputs, selection and use of the Services and all Client Data or other data transmitted, received or created using the Services, even if transmitted, received or created by someone else, and the Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability which may result therefrom or from any breach by the Client or its Users of this Agreement.

8.4 Provider Data Restrictions. The Client will use the Provider Data for identity verification, fraud detection and prevention cases only, and will not: (a) use the Provider Data for marketing purposes; (b) use the Provider Data in violation of any Applicable Laws or in violation of any third-party right; (c) store the Provider Data for purposes other than Client’s own internal business purposes; (d) use the Provider Data in conjunction with illicit activities; or (e) store or cache the Provider Data to avoid making additional queries to the Services.

8.5 Acceptable Use of the Services. The Client and its Users may not:

(a) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful, invasive of another person’s privacy or offensive use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful or offensive;

(b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;

(c) interfere with or disrupt the Services or servers or networks connected to the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services or misuse the Software by introducing viruses, defects, trojans, worms, logic bombs or other material or item which is technologically harmful or destructive in nature;

(d) attempt to gain unauthorized access to the Software, the server on which the Software is stored, or any server, computer or database connected to the Cloud Provider;

(e) remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials the Client receives or accesses pursuant to this Agreement;

(f) make network connections to any users, hosts, or networks unless the Client has permission to communicate with them;

(g) distribute, publish, send or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising or solicitations (like ‘spam’), including commercial advertising and informational announcements; and/or

(h) use the Services in any way so as to bring the Services, or any part thereof or any third-party related thereto, or the Provider into disrepute.

The Provider reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Services.

9. Fees, Expenses and Payment

9.1 Fees. In consideration for the Services described herein, the Client shall pay to the Provider the Fees more particularly described in the License Agreement and any applicable Schedules. Except as otherwise specified herein or in the License Agreement, (i) payment obligations are non-cancelable and Fees paid are non-refundable, and (ii) a subscription type (pertaining to certain User quantities) cannot be decreased during the relevant subscription term.

9.2 Invoices and Payments. The Provider shall invoice the Client, in advance, for the Services in accordance with the terms of the License Agreement. The Client shall pay such invoices within five (5) calendar days of receipt (or such other time as specified in the License Agreement or any Schedule). Taxes shall be identified and shown as separate items on each invoice. Late payments are subject to interest in the amount of two percent (2%) per month on overdue amounts and interest thereon.

9.3 Taxes. The Client shall be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies and charges not otherwise included in the Fees imposed by applicable tax authorities on the provision of Services hereunder. The Client shall pay to the Provider such taxes, levies and charges which the Provider is registered to charge and collect.

9.4 Suspension of Service and Acceleration. If any charge owing by the Client under these Terms or any other agreement is thirty (30) days or more overdue, the Provider may, without limiting its other rights and remedies, accelerate the Client’s unpaid fee obligations under such agreements, so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full.

10. Intellectual Property, Client Data and Privacy

10.1 Ownership of the Software. Except for any grant of licenses in this Agreement or as otherwise expressly provided in this Agreement, the Provider and its licensors, as applicable, shall retain all copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests (“Intellectual Property Rights”) in the Software. Nothing in this Agreement, the License Agreement, or any Schedules shall be deemed to convey to the Client or any other party, any ownership right, in or to Software.

10.2 Ownership of Client Data The Provider acknowledges and agrees that, as between the Parties, the Client is the sole and exclusive owner of the Client Data, and that no right or interest in the Client Data, other than pursuant to Section 10.3 of this Agreement, and will be collected, handled and used by the Provider only in compliance with the terms of this Agreement.

10.3 License from Client to Provider. The Client hereby grants to the Provider a non-exclusive, royalty-free, non-transferable, limited right to use during the Term, Client Data provided to the Provider solely to perform Services pursuant to this Agreement.

10.4 All Other Rights Reserved, Further Assurances. Except as expressly set forth herein or in the License Agreement or a Schedule, all Intellectual Property Rights are expressly reserved by the parties. The Client or the Provider, as applicable, shall execute and deliver such instruments and take such other steps as may be requested by the Provider or the Client, as applicable, from time to time in order to give effect to the provisions of this Article.

10.5 Privacy Laws. The Client and authorized Users represent that (a) they have complied with all applicable Privacy Laws in connection with the collection, use and disclosure of Personal Information, and the provision of Personal Information to the Provider complies with all applicable Privacy Laws; and (b) all individuals to whom such Personal Information relates have consented to the Provider’s collection, use and disclosure of such Personal Information for the purposes disclosed in this Agreement or our Privacy Policy.

10.6 Third Party/Open Source Software. The Software may contain third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, the Client and its Users are also accepting the Third Party Licenses, if any, set forth therein. To view the Third Party Licenses, please contact mail@blocpay.ca.

10.7 License by Client to Use Feedback. The Client grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Client or Users relating to the operation of the Software or the Services.

11. Disclaimer and Limitation of Liability

11.1 Disclaimer. Except as set out in the License Agreement or this Agreement, the Services are provided to the Client and authorized Users on an “as is” basis, without warranties from the Provider of any kind, either express or implied. The Provider expressly disclaims all other warranties, express or implied, including, without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, unless otherwise specified in the applicable License Agreement. The Provider does not warrant that the Services will be error-free or will operate without interruption.

11.2 No Indirect, Etc. Damages. Under no circumstances shall either party be liable to the other party for any claim for (i) indirect, special or consequential damages, (ii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law or equity, arising out of or in any way related to this Agreement or any Services, even if advised of the possibility thereof.

11.3 Limitation of Aggregate Liability. Except as otherwise specifically provided under this Agreement, the liability of either party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including but not limited to legal fees) (collectively, “Losses”) arising out of or resulting from this Agreement shall not exceed the Fees paid or payable by the Client to the Provider under this Agreement in the six (6) months preceding the Loss.

11.4 Reasonableness of Limitations. The Provider, the Client and Users agree that the limitations contained in this Section 11 are reasonable in scope and form an integral part of this Agreement.

12. Indemnification

12.1 Indemnity by Client. The Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Provider may incur as a result of or in connection with any third party claim relating to or resulting from any breach by the Client of the Client’s obligations under this Agreement, including its obligation to comply with all Applicable Law.

12.2 Indemnity by Provider. The Provider agrees to defend, indemnify and hold the Client, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Client may incur as a result of or in connection with: (a) any valid claim that the Software or any portion of it infringes the intellectual property rights of any third party; (b) any third-party claim relating to or resulting from any breach by the Provider of the Provider’s obligations under this Agreement, including its obligation to comply with all Applicable Law.

13. Term

13.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date set out in the License Agreement and continue for length of time described in the License Agreement as the Initial Term (“Initial Term”). Thereafter, this Agreement will automatically renew for successive terms equal to the length of time of the Initial Term (“Renewal Terms”), unless terminated in accordance with this Agreement.

13.2 Termination.

(a) Prior to Renewal. Except in the case of a month-to-month term, either party may terminate this Agreement by providing written notice to the other party at least (60) days prior to the end of the then current term. For month-to-month terms, the Client may provide thirty (30) days prior written notice to terminate this Agreement. For greater certainty, such notice may be given prior to the end of such current term, but will only take effect at the end of the then current term.

(b) Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within thirty (30) days after being given notice of the breach from the non-breaching party.

(c) Insolvency. Either party may terminate this Agreement, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due.

13.3 Early Termination. If this Agreement is terminated pursuant to Section 13.2 prior to the end of such current term, the Client shall pay to the Provider, as liquidated damages and not a penalty, an amount equal to the total monthly Fees (as described in the License Agreement) multiplied by the number of months remaining prior to the end of such current term.

13.4 Termination and Suspension of Users. Notwithstanding any provision of these Terms, the Provider reserves the right, in its sole discretion, without any notice or liability to the Client or any User, to (a) terminate a User’s license to use the Software, or any portion thereof; (b) block or prevent a User’s future access to and use of all or any portion of the Software; (c) change, suspend, or discontinue any aspect of the Software; and (d) impose limits on the Software.

13.5 Effect of Termination. If this Agreement is terminated in accordance with Section 13.2, then:

(a) Each party shall promptly deliver to the other party, all papers, databases, documents, software programs, and other tangible items (including copies) constituting the other party’s Confidential Information in its possession or under its control, or on request, destroy such materials and certify that it has done so;

(b) upon a request by the Client within thirty (30) days of termination, the Provider will delete and cause to be deleted all Client Data from all computer systems owned and controlled by the Provider.

14.Confidentiality

14.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes Client Data. The Provider’s Confidential Information includes the Software, the Services and the terms and conditions of this Agreement. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party.

14.2 Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

14.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.

14.4 Destruction. Each party, upon the request of the other party or within thirty (30) days after termination of this Agreement (whichever is earlier), agrees to return and cause its representatives to return, all copies of Confidential Information belonging to or provided by the other party or destroy such copies as directed by that party and certify their destruction.

14.5 Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Section 14.

15. General

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement shall be treated, in all respects, as an Ontario contract.

15.2 Survival. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation Section 10 (Intellectual Property, Client Data and Privacy) (but not section 10.3 (License from Client to Provider)), Section 11 (Disclaimer and Limitation of Liability), Section 12 (Indemnification), Section 13.5 (Effect of Termination), Section 14 (Confidentiality) and applicable provisions of Section 15 (General).

15.3 Dispute Resolution.

(a) This Section 15.3 sets out the process (the “Dispute Resolution Process”) for resolving all disputes, issues, controversies, and/or claims arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement (“Disputes”).

(b) Either party may initiate the Dispute Resolution Process by sending a notice of a Dispute (a “Dispute Notice”) to the other party. Upon delivery of a Dispute Notice to either party, each party shall appoint a knowledgeable, responsible, non-lawyer, management representative to meet and negotiate in good faith with the representative of the other party in order to resolve the Dispute.

(c) All Disputes that are not resolved within t h i r t y ( 30) days following delivery of a Dispute Notice shall be arbitrated and finally resolved, with no right of appeal, even on questions of law, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English.

(d) Notwithstanding anything contained in the Agreement to the contrary, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such relief.

15.4 Relationship. The relationship between the Client and the Provider will at all times be one of independent contractor and nothing herein shall be construed as implying an employment, partnership, or joint venture relationship. The Provider is not an employee of the Client and is not entitled to any benefits that the Client may provide to its employees. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in this Agreement.

15.5 Force Majeure. Except as expressly provided otherwise in this Agreement, dates and times by which the Client or the Provider is required to perform under this Agreement, the License Agreement, or a Schedule (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Client or the Provider, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the License Agreement or Schedule would have put in place contingency plans to either materially mitigate or negate the effects of such event. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.

15.6 Non-Solicitation. During the Term and for a period of one (1) year following termination of this Agreement for any reason, neither party may, directly or indirectly, (a) solicit for employment any employee or independent contractor of the other party who was materially involved in the performance of this Agreement; or (b) induce or attempt to induce any employee or independent contractor of the other party who was materially involved in the performance of this Agreement to leave his or her employ or contract, as applicable, with such other party. The foregoing will not prevent either party from hiring any employee or independent contractor who responds to a job posting or advertisement that is not specifically targeted at such employee or independent contractor.

15.7 Currency. Unless otherwise specified in the License Agreement, all references to amounts of money in this Agreement refer to Canadian (CAD) currency.

15.8 Notices. Notices that we give to you (other than notice of amendment of this Agreement), may be provided in any of the following ways. First, we may email the Administrator(s) at the contact information provided in the License Agreement or any registration data. Second, we may post a notice on the Provider’s website. It is your responsibility to periodically review the Provider’s website for notices. The Client may provide notice to the Provider by (a) submitting a ticket through the helpdesk; or (b) e-mailing the Provider.

15.9 Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. The Provider may assign this Agreement, in its sole discretion.

15.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

15.11 Entire Agreement. This Agreement, the License Agreement and the Schedules constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.

15.12 Waiver. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

15.13 Fully Negotiated Agreement. The Client and the Provider acknowledge and agree that all of the provisions of this Agreement have been fully negotiated, that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party.

15.14 Language. The parties have required that this Agreement and all deeds, documents and notices relating to this Agreement be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.

15.15 Modification of Terms. The Provider may modify this Agreement at any time by (a) posting a notice on the Provider’s website or on the Software; or (b) by e-mailing the Administrator(s) of the Client. The Provider will also update the “Last Updated” date at the top of the Agreement. You are responsible for checking the Agreement whenever you access or use the Services. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using the Services.

15.16 Questions. If you have any questions regarding these Terms or your use of the Services, please contact us here: Bloc Pay Inc. (mail@blocpay.ca)