Background

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide computer services to the Client.

2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

From the date of contract execution (the “Execution Date”), Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Initial Services”):

1. Data migration of information from an existing mortgage origination software (such as Filogix Expert) to BluMortgage including, but not limited to and file name, mortgage rate, maturity date, associated lender.

2. Integration of BluMortgage with the Client’s email server. This conditional on the Client using either Microsoft Outlook or Gmail for their email services.

3. Integration of Client’s Point-of-Sale system including and limited to Finmo, BrokrBindr and Floify.

4. A 45-minute admin session to ensure proper set-up of BluMortgage. The date of the admin session (the “Transition Date”) signifies the transition from the Initial Services

From the Transition Date, the Client hereby agrees to engage the Contractor to provide the Client with the following software and associated services (the “Ongoing Services”):

1. The Contractor is being engaged to provide the software named BluMortgage for the Client. As part of this service agreement, the Client will have access to BluMortgage at a user count specified by the Client.

2. The Contractor agrees to provide access to their support desk to the Client

Support Violations

Definitions

Excessive Support Request Volume

Our guidance is that the Client submits 1 support request per day. This single request can contain multiple questions or comments.
By following this guidance, the Contractor (in the form of the Bluroot support team) can prioritize and resolve incoming requests the most efficiently.
If the Client is continually in violation of this guidance, the Contractor will issue a written warning (“Warning”) to the Client. If the Client continues to violate this guidance after the Warning has been received, then the Contractor will issue a citation (“Citation”) to the Client. The Contractor can issue multiple Citations under this violation code.

Overage of Go-Live Training Limit

A Go-Live Training (“Training”) is a 45-minute Zoom call between the Client and the Contractor. The Training is used to review the basic functionality of the Ongoing Services and ensure proper set-up of BluMortgage.
The number of Trainings that the Client is entitled to is equal to the number of users who are subscribed to the Ongoing Services.
If the Client books a Training that exceeds the Training limit, the Contractor will issue a written warning (“Warning”) to the Client and cancel the Training. If the Client continues to violate this guidance after the Warning has been received, then the Contractor will issue a citation (“Citation”) to the Client. The Contractor can issue multiple Citations under this violation code.

Support Meetings Protocol Violation

A support meeting (“Support Meeting”) is a Zoom call or phone call between the Client and the Contractor that is booked after the Training. Support Meetings are most commonly used to discuss questions or issues with the Ongoing Services.
Support Meetings made available by the Contractor when it is determined that the Client’s request would be more easily resolved over with a Support Meeting (the “Support Determination”). The Support Determination is at the sole discretion of the Contractor, at which time the Contractor will share a method to book a meeting with the Client.
Support Meetings are not available if the Client has not yet completed a payment for the Ongoing Services.
If the Client books a Support Meeting without the Support Determination, the Contractor will issue a written warning (“Warning”) to the Client and cancel the Support Meeting. If the Client continues to violate this guidance after the Warning has been received, then the Contractor will issue a citation (“Citation”) to the Client. The Contractor can issue multiple Citations under this violation code.

Abusive Language

Abusive language (“Abusive Language”) is defined as harsh, violent, profane, or derogatory language which would demean the dignity of an individual and which shall also include profanity and racial, ethnic, or sexist slurs. The use of Abusive Language is at the sole discretion of the Contractor.
If the Client uses Abusive Language, then the Contractor will issue a citation (“Citation”) to the Client. The Contractor can issue multiple Citations under this violation code, and multiple Citations for a single offense.

Actions

Warnings

There is no explicit consequence to the Client for receiving a Warning. A Warning acts as a pre-cursor to a Citation for specific violations (listed above).

Citations

If a client receives two Citations across any of the violation codes (does not have to be the same violation code), the Client will be prohibited from access to the Contractor’s support services (“Support Prohibition”).

Support Prohibition

If the Client enters Support Prohibition, the following Ongoing Services will no longer be available:

1. Access to the Contractor’s support desk
2. Access to any and all meetings with the Contractor (including, but not limited to Trainings, Support Meetings, and Webinars)

Under Support Prohibition, the following Ongoing Services will still be available:

1. Access to BluMortgage at a user count specified by the Client
2. Integration of BluMortgage with the Client’s Filogix, Finmo or Velocity system.

Under Support Prohibition, the rate of the Ongoing Services will be lowered by $5 USD per user per month.

Term of Agreement

1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the Transition Date.

2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.

3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

4. This Agreement may be terminated at any time by mutual agreement of the Parties.

5. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

1. Upon the Transition Date, the Contractor will charge the Client for the Ongoing Services at the rate of 90 USD per user per month. If the Client elects to pay on an annual basis, upon the Transition Date, the Contractor will charge the Client for the Ongoing Services a rate of 900 USD per user per year (the “Ongoing Compensation”).

2. The above is subject to modifications based on Contractor-based promotions that are valid at the Execution date.

3. Invoices submitted by the Contractor to the Client are due upon receipt.

4. The above Compensation does not include all applicable sales tax and duties as required by law.

5. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

6. The Initial Services do not include any additional services and associated costs from any existing 3rd party suppliers to migrate data into BluMortgage. Please check with your supplier for more details.
7. In the event that the underlying cost of Zoho license increases, your subscription is subject to an increase of an identical amount

Terms for Late Payment

1. Any late payments on the Initial Compensation will trigger a fee of 5.00% per month on the amount still owing.

Ownership of Intellectual Property

1. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Any software produced during the course of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. Intellectual property rights include the look and feel of any software produced.

Return of Property

1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following address:

BluRoot, Inc.
1005-70 Alexander Street, Toronto, Ontario, M4Y 3B6

or to such other address as either Party may from time to time notify the other.

Indemnification

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

1. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.

Severability

1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.