These Terms and Conditions (“Terms” or this “Agreement”) govern the purchase of Services by the Client and the access or use by the Client and its Users (“you”, “your”, and terms of similar meaning) of the Services and the Website made available by BluRoot Inc, including the BluMortgage customer relationship management solutions (“we”, “us”, “Provider” and terms of similar meaning) and its suppliers.

Please read these Terms carefully before using the Services. These Terms apply to all visitors, Users and others who wish to access or use the Services and the Website. By accepting this Agreement, by (a) clicking a box indicating acceptance, (b) accepting or executing an Order Form, (c) accessing the Software; (d) creating or accessing a User account; or (e) otherwise accessing or using the Services or the Website, you agree to be bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms. If you disagree with any part of these Terms, then you do not have permission to use or access the Services.

If you are accepting this Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “Client”, “User”, “you” and “yours” (as the case may be) shall refer to such entity and its affiliates. If you do not have such authority, you must not accept this Agreement and may not use the Services.

Order Forms are automatically deemed to include all of the terms and conditions of these Terms; provided that whenever the provisions of the Order Form expressly conflict with these Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the Terms.

1 DEFINITIONS

1.1 “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.

1.2 “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.

1.3 “Client Marks” means the Client’s trademarks (registered and unregistered), trademark applications, trade names, designs, logos and other indicia of origin that are uploaded to the Software by the Client for use in connection with the Services.

1.4 “Client Materials” means all applications, documentation, developments or like materials, trade secrets, print material, data, User Content, Client Marks, processes, methods, improvements or enhancements that the Client discloses to or makes available to the Provider or its representatives.

1.5 “Fees” means the fees to be paid by the Client pursuant to an Order Form, these Terms and any applicable Schedules.

1.6 “Order Form” means (i) the Provider order form; (ii) an online order through the Website specifying the Services to be provided hereunder, that is entered into between the Client and the Provider, including any Schedules, addenda and supplements thereto.

1.7 “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.

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

1.9 “Services” means the services, including but not limited to access to the Software, provided or made available by the Provider to the Client pursuant to an Order Form and any applicable Schedule(s).

1.10 “Software” means the Software made available by BluRoot. For greater certainty, the Software shall not include any Third Party Services.

1.11 “Third Party Services” means the third party services sold or made available by the Provider in association with the Services. The use of such Third Party Services shall be subject to a User’s acceptance of their respective terms and/or licenses, which may be amended or modified from time to time (the “Third Party Licenses”).

1.12 “User” means an individual who is registered to use the Software.

1.13 “User Content” means any data or content inputted into the Software (or generated by the Client or any of its employees or end users through the Software.

1.14 “Zoho” means the enterprise customer relationship management applications that the Software will integrate with, made available by Zoho Canada Corporation and/or its affiliates.

2 PRIVACY POLICY

2.1 Please refer to the Provider privacy policy by clicking here (the “Privacy Policy”) for information on how we collect, use and disclose Personal Information. By using the Software, the Client agrees to the Provider’s use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

3 SERVICES AND RESPONSIBILITIES

3.1 Services Overview. The Services refer customer relationship management solutions and integrations.
3.2 Provision of Services. Each Service is provided on a tiered subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). The Client acknowledges that the Provider’s ability to provide the Services is dependent upon the cooperation of and assistance from the Client, in addition to the Client’s acceptance of certain Third Party Licenses. Additional services requested by the Client beyond the Services described in the applicable Order Form may be provided by the Provider subject to the terms of an additional Order Form or Schedule at the Provider’s then-prevailing rates.
3.3 Conflicts. Each Order Form or Schedule is automatically deemed to include all of the terms and conditions of this Agreement; provided that whenever the provisions of an Order Form or Schedule expressly conflict with these terms and conditions, the conflicting provisions of the Order Form or Schedule control and take precedence over the conflicting provisions of these terms and conditions, but only for purposes of the Order Form or Schedule.
3.4 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 directors, officers, employees, contractors, representatives and other agents will (a) be consistent with this Agreement and any licenses provided; and (b) comply with Applicable Law.
3.5 Additional Client Responsibilities and Acknowledgements. In addition to any specific responsibilities set out in this Agreement and/or any Order Form or Schedule, the Client shall be responsible for the following:
(a) If applicable, the Client shall ensure that sufficient Client representatives are present as the Provider may require in connection with the provision of a license to the Software and/or the performance of the Services;
(b) The Client shall be liable for the acts and omissions of any of its directors, officers, employees, contractors, representatives and/or agents as if such act or omission were an act or omission of the Client;
(c) The Client acknowledges that their use of the Services is reliant upon and subject to certain Third Party Services, including, without limitation, the services made available by Zoho. The Client further acknowledges that the use of such Third Party Services by the Client or its Users will be subject to their acceptance of Third Party Licenses related to such Third Party Services. The Client further acknowledges that the operation of the Services and/or the Third Party Services may require internet access and the Client’s hardware to be of a sufficient quality, condition and repair, and the Client shall be responsible, at its sole expense, to maintain its hardware in the appropriate quality, condition and repair as necessary to operate the Services and/or the Third Party Services.

4 USER ACCOUNTS

4.1 Provisioning and User Accounts. Upon agreeing to an Order Form, the initial Administrator of the Client will be permitted to register for a User account. Certain Subscription tiers may enable the initial Administrator to add other Administrators and authorize Users subject to the limitations and additional terms described in the applicable Order Form. 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 are only available to specific user types and the functionalities of the applicable Subscription tier, as detailed in an Order Form.
4.2 Free Trial. If a Client agrees to a free trial pursuant to an Order Form or registers for a free trial on the Website (“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 an Order Form (the “Free Trial Period”). Free Trials are permitted solely for the Client’s use to determine whether to purchase a paid subscription to the Services. The Free Trial may not include all functionality and features accessible as part of a paid Subscription Term. Notwithstanding anything to the contrary in Section 9 and 10, 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. On or before the last day of the Free Trial, the Client may elect to either: (i) terminate the Free Trial by written notice to the Provider effective immediately after the end of the Free Trial period as set out in the Order Form; or (ii) continue to access the Services past the expiry of the Free Trial for a Subscription Term pursuant to the terms of an Order Form. The Client recognizes that the Client’s failure to terminate the Free Trial shall result in the automatic Subscription of to the Provider’s Services, subject to the terms detailed in an Order Form.
4.3 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 or the Website (“Registration Data”); (b) maintain the security of the their password; (c) maintain and promptly update the Registration Data, and any other information they provide to the Software or the Website, and to keep it accurate, current and complete; (d) accept all risks of unauthorized access to the Registration Data and any other information provided to Provider; and (e) accept to be bound to these Terms, as may amended from time to time. 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).

5 LICENSE TO SOFTWARE AND LICENSE RESTRICTIONS

5.1 License to Services. The Provider hereby grants to the Client and authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software made available pursuant to the terms of an Order Form, for legitimate purposes during the Subscription Term.
5.2 License Restrictions. Except as set forth in this Agreement or any Order Form and/or Schedule, and to the extent contrary by Applicable Law: (i) the Client may not make or distribute copies of the Software or Services; (ii) the Client may not alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form; (iii) the Client may not rent, lease, host or sublicense the Software (except as is incidental or necessary for the provision of the Software to Users); (iv) the Client may not modify the Software or create derivative works based upon the Software; provided however that the foregoing will not restrict the Client’s rights to exploit any User Content which may be incorporated into, reside in, or form a part of the Software; (v) the Client may not use the Software in a manner that breaches the rights of any third-party, any contract or legal duty or violate any Applicable Law; (vi) the Client may not copy the Software or any part, feature, function or user interface thereof; (vii) the Client may not access or use the Software in order to build a competitive product or service; (viii) the Client may not use the Software other than for its intended purposes.

6 SUPPORT

6.1 Support, Training. The Provider will provide support in the manner described in an Order Form.

7 FEES, EXPENSES AND PAYMENT

7.1 Fees. In consideration for the Services described herein, the Client shall pay to the Provider the Fees more particularly described in the Order Form and any applicable Schedules. Except as otherwise specified herein or in the Order Form, (i) the Fees are based on the Services purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) a subscription type (pertaining to certain User quantities) cannot be decreased during the relevant Subscription Term without the Provider’s prior consent.
7.2 Invoices and Payments. The Provider shall invoice the Client for the Services in accordance with the terms of the Order Form. The Client shall pay such invoices within thirty (30) days from the date of the invoice (or such other time as specified in the Order Form 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 1.5% per month on overdue amounts, up to 18% per annum.
7.3 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.
7.4 Suspension of Services 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.
7.5 Fees Adjustments. The Services and Fees under any Order Form are subject to periodic price adjustments. Where a price adjustment affects a tier or Service for which a Client is subject to a Subscription Term, such price adjustments shall take effect upon renewal of the applicable Subscription Term.

8 INTELLECTUAL PROPERTY

8.1 Background IP. All copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests (“Intellectual Property Rights”) that were (a) owned by a party prior to the Effective Date, or (b) are developed by or acquired by a party after the Effective Date because of activities conducted outside this Agreement shall remain the exclusive property of that party (the “Client Background IP” and “Provider Background IP”, as applicable).
8.2 Ownership of the Software, Provider Background IP. Except for any grant of licenses in this Agreement or a Schedule or as otherwise expressly provided in this Agreement, the Provider shall retain all Intellectual Property Rights in the Software and the Provider Background IP. Nothing in this Agreement or any Schedules shall be deemed to convey to the Client or any other party, any ownership right, in or to Software or the Provider Background IP.
8.3 Ownership of User Content. The Provider acknowledges and agrees that, as between the Parties, the Client is the sole and exclusive owner of the User Content and Client Materials, and that no right or interest in the User Content or Client Materials, other than pursuant to Section 8.4 of this Agreement, shall vest in the Provider. The User Content and the Client Materials will be collected, handled and used by the Provider only in compliance with the terms of this Agreement.
8.4 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 of the applicable Order Form) any Client Materials and User Content provided to the Provider and any Client Background IP, solely to perform Services pursuant to this Agreement.
8.5 All Other Rights Reserved, Further Assurances. Except as expressly set forth herein or in an Order Form and/or 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.
8.6 Third-Party/Open Source Software. The Software may contain third-party software, services and/or open source software in addition to those related to the Third Party Services. Such third-party software, services open source software and Required Programs may be subject to third-party licenses and require notices and/or additional terms and conditions. These licenses are made a part of and incorporated into this Agreement. By accepting this Agreement, the Client is also accepting the Third-Party Licenses and will ensure that its Users will accept such Third-Party Licenses, if any, set forth therein. To view the Third-Party Licenses, please contact support@bluroot.ca.

9 WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITY

9.1 Disclaimer. Except as set out in this Agreement, including any Order Form and/or Schedule, the Services are provided to the Client 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 Order Form and/or Schedule. The Provider does not warrant that the Services or Software will be error-free or will operate without interruption.
9.2 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.
9.3 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 aggregate Fees paid or payable by the Client to the Provider under this Agreement in the twelve (12) months preceding the Loss.
9.4 Reasonableness of Limitations. The Provider and the Client agree that the limitations contained in this Section 9 are reasonable in scope and form an integral part of this Agreement.

10 INDEMNIFICATION

10.1 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 (a) any breach by the Client or the Client’s directors, officers, employees, contractors, representatives and other agents of the Client’s obligations under this Agreement, including, without limitation, its obligation to comply with all Applicable Law; or (b) any third-party claim that the Client’s or the Client’s directors, officers, employees, contractors, representatives and other agents use of any Client Materials or Client Background IP infringes, misappropriates or otherwise violates the Intellectual Property Rights of any third-party.
10.2 Indemnity by Provider.
(a) Indemnity. 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 any third-party claim relating to or resulting from (a) any breach by the Provider or the Provider’s directors, officers, employees, contractors, representatives and other agents of the Provider’s obligations under this Agreement, including, without limitation, its obligation to comply with all Applicable Law; or (b) any third-party claim that the Software, Service or the use thereof in the manner contemplated by the applicable Order Form or Schedules, infringes, misappropriates or otherwise violates the Intellectual Property Rights of any third-party.

(b) Exceptions. The Provider will have no indemnity obligation to the Client under Section 10.2(a) in respect of any damages that resulted from (i) a modification of the Software not provided by the Provider; (ii) the failure by the Client to promptly install an upgrade or any enhancement made available by the Provider at no additional cost that would have eliminated the actual or alleged infringement; (iii) the failure by the Client to use the latest version of the Software or any component of the latest version of the Software where the use of the latest version would eliminate the actual or alleged infringement, provided that such latest version has been made available to the Client at no additional cost; or (iv) the combination by the Client of the Software with other items (including Client customizations) not provided by the Provider, but only if the claim would not have arisen from use of the Software alone.

(c) Replacement, etc. Should the use of the Software be enjoined, or if in the Provider’s opinion the Software may become the subject of a suit or action for infringement, the Provider may, at the Provider’s sole discretion, (i) obtain, at no expense to the Client, the right to continue to use such Software; or (ii) at no expense to the Client, provide the Client promptly with a substitute, modified or replacement Software that is functionally equivalent to such Software and with comparable or better performance and quality characteristics; or (iii) terminate the applicable license(s) and refund to the Client any amounts’ paid by the Client for use of the applicable Software.

11 TERM

11.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date set out in the Order Form and continue for the Subscription Term described in the Order Form. Thereafter, this Agreement will automatically renew at the end of each billing cycle unless the Client cancels auto-renewal by contacting our customer support team.
11.2 Modification to Subscription Terms. Unless otherwise specified in an Order Form, and subject to the offerings made available by the Provider at that time, the Client may upgrade its applicable subscription tier to a higher tier of Services during any Subscription Term then in effect upon agreeing to a new Order Form and the payment of applicable Fees.
11.3 Termination.

(a) Prior to Renewal. Except in the case of a month-to-month Subscription 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 Subscription Terms, the Client may provide thirty (30) days prior written notice to terminate this Agreement.

(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.
11.4 Early Termination. If this Agreement is terminated pursuant to Section 11.3 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 Order Form) multiplied by the number of months remaining prior to the end of such current term.
11.5 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 or the Website; (c) change, suspend, or discontinue any aspect of the Software or the Website; and (d) impose limits on the Software or Website.
11.6 Effect of Termination. If this Agreement is terminated or expired, then:

(a) the Client will immediately cease any and all use of and access to all Services. The Client acknowledges that following termination, it may have no further access to any User Content input into any Service, and;

(b) upon termination or the expiry of a Subscription Term, and with the exception of any non-personally identifiable data, the Provider will delete and cause to be deleted all User Content from all computer systems owned and controlled by the Provider ninety (90) days after the date of such termination or ninety (90) days after the expiry of the then-in-effect term provided that no subsequent Term has been entered into, whichever is first; and

(c) the licenses granted to the Client in Section 5.1 will terminate and the Client shall cease using the Software, and any licenses granted to the Provider in respect of User Content will terminate, and the Provider will cease to use all of the Client Marks and User Content.

12 CONFIDENTIALITY

12.1 General Rule and Definition. A party (the “Disclosing Party”) may disclose Confidential Information to the other party (the “Receiving Party”) in connection with this Agreement. “Confidential Information” means secret or confidential information which is not generally known to the public and may include but is not limited to:

(a) information, in whatever form communicated by the Disclosing Party to the Receiving Party or anyone acting on the Receiving Party’s behalf, whether orally, in writing, electronically, in computer readable form or otherwise, or that is gathered by inspection by, the Receiving Party, whether provided before or after the Effective Date;

(b) Computer software, including but not limited to the Software;

(c) All plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any confidential information of the Disclosing Party regardless of the identity of the person preparing the same;

(d) Client Materials;

(e) Personal Information;

(f) the terms of this Agreement; and

(g) the fact that information has been disclosed or made available to the Receiving Party.
12.2 Exclusions. Confidential Information does not include the following information: (a) information that is known to the Receiving Party at the time of disclosure as evidenced by any written documents in the possession of the recipient, unless the Disclosing Party specifically indicates that such information is deemed Confidential Information for the purposes of this Agreement; (b) information that is available to the general public at the time of disclosure to the Receiving Party or is subsequently made available to the general public, without restrictions as to its use or disclosure, without fault of the Receiving Party; (c) information that is disclosed to the Receiving Party by another person or entity having the right to disclose or publicize it; (d) information that is intentionally distributed without restrictions as to confidentiality by the Disclosing Party. In addition, each party may disclose Confidential Information to the extent that the Receiving Party is compelled, pursuant to Canadian law, to disclose it, provided that a party being compelled to disclose shall provide the other party with prompt notice (to the extent permitted by law) in order to allow such party to seek one or more protective orders or other appropriate remedies to prevent or limit such disclosure, and shall co-operate with such party and its legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the party being compelled to disclose will only disclose that portion of the Confidential Information it is legally compelled to disclose, only to such person or persons to which such party is legally compelled to disclose, and shall provide notice to each such recipient that such Confidential Information is confidential and subject to non-disclosure on terms and conditions substantially similar to and not materially less protective than those in this Agreement, and, if possible, shall obtain each recipient’s written agreement to receive and use such Confidential Information subject to such terms and conditions. Notwithstanding the foregoing, this Section 12.2 does not apply to any Personal Information.
12.3 Non-Disclosure. Each party agrees to use the Confidential Information of the other party solely for the purpose of performing its obligations or exercising its rights under this Agreement, and will disclose such Confidential Information only to those of its own representatives who have a need to know the information in connection therewith, and who are under an enforceable legal obligation to keep same confidential and subject to comparable restrictions as apply to the Receiving Party under this Agreement, and shall take appropriate action to ensure their compliance with such obligation. Each party’s efforts to maintain the confidentiality of information under this Agreement, including the measures taken, will not be less than those which the party takes to prevent disclosure of its own proprietary information of like significance and in no event less than a reasonable standard of care. With the exception of any disclosure permitted by the foregoing, each party agrees not to sell, license, transfer, publish, disclose, display, make available to others, the Confidential Information of the other party. In the event of a loss of any item containing Confidential Information of the Disclosing Party, or other instance as a result of which the unauthorized disclosure of Confidential Information is suspected (or ought reasonably to be suspected) to have occurred, the Receiving Party agrees to promptly notify the Disclosing Party in writing upon discovery of such loss.
12.4 Equitable Relief. Each party acknowledges that it would be damaging to the other party if Confidential Information of the Disclosing Party which the Receiving Party has or will come into its possession or knowledge in connection with the Agreement or the performance of the Agreement is used other than as authorized under this Agreement or is disclosed to third parties. It is understood that such damages may be difficult to calculate, that monetary damages alone may not be a sufficient remedy for any breach of the confidentiality obligations contained in this Section 12 and that such breach will cause irreparable damage to a party. It is hereby agreed that upon any such breach, or threatened breach, by the other party, the non-breaching party wishing to protect its Confidential Information will be entitled to seek and obtain equitable relief, including injunctive relief and specific performance, or any other relief as may be granted by any court, without the necessity of proving actual damages or posting of security or a bond.
12.5 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.
12.6 Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage of 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 12.
12.7 Privacy and Personal Information. Each party agrees that it will not, without the prior written consent of the other party, disclose or make available any Personal Information (as that term is defined in the Personal Information and Electronic Documents Act) (“Personal Information”) to any other person or entity except for designated employees, agents and contractors of the other party who have a need to access the Personal Information in order to fulfill the terms of this Agreement, and who have been contractually obligated to maintain the privacy of such Personal Information. No employee, director, officer, contractor, representative and/or other agent shall be designated by either party to access the Personal Information disclosed or transferred by the other party unless such employee, director, officer, contractor, representative and/or other agent agrees to hold such Personal Information in confidence and private and limit the use of such Personal Information to the uses permitted hereby pursuant to and in accordance with a written covenant at least as restrictive as the covenant given by each party contained in this Section 12.6. The Client represents that (a) it will comply 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. The Provider agrees that it shall comply with all applicable Privacy Laws. in effect at the time of its receipt or access to any Client data or any Confidential Information related to Client’s customer’s data. Provider shall access and use such data only as necessary to perform the contractual obligations specified in this Agreement and to comply with Applicable Law. If compelled to disclose any such data to law enforcement, the Provider shall promptly notify the Client and provide a copy of the demand, unless legally prohibited from doing so.
12.8 Ibid. Each party hereto agrees that Personal Information provided to it by the other party hereto shall only be used for such purposes as are specified herein or as otherwise permitted by the Disclosing Party and that the other party shall not sell, transfer or disclose such Personal Information to any other party or use the Personal Information for any other purpose other than the purposes of the Provider providing the Services specified in this Agreement. Each other party will follow all rules and regulations of the Disclosing Party with respect to the use, destruction, retention and security of the Personal Information disclosed by the disclosing party.
12.9 User Information. The Client represents and warrants that it has the full right, authority and consent to provide the Provider with any Personal Information (collectively, “User Information”) about Users, employees, agents, contractors or any other user of any software included in the Software. The Client further acknowledges that the Client shall be responsible for ensuring the accuracy of the User Information.
12.10 Publicity. The Provider may use the Client’s name, logo, and Client Content to identify the Client as a Provider’s customer of the Services, including on the Provider’s public website and customer lists.

13 GENERAL

13.1 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.
13.2 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 8 (Intellectual Property) (but not Section 8.4 (License from Client to Provider)), Section 9 (Warranty, Disclaimer and Limitation of Liability), Section 10 (Indemnification), Section 1 (Effect of Termination), Section 12 (Confidentiality) and applicable provisions of Section 13 (General).
13.3 Dispute Resolution.

(a) This Section 13.3 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 thirty (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.
13.4 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.
13.5 Non-Exclusivity. The Client acknowledges that the Provider is not engaged by the Client on a full-time basis and the Provider is free to provide consulting or other services to other clients of the Provider, including during the Term, subject to compliance with the terms of this Agreement, including Articles 8 and 12.
13.6 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 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 are mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to be 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 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.
13.7 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.
13.8 Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to American (USD) currency.
13.9 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 Order Form or any registration data. Second, we may post a notice on the Website. It is your responsibility to periodically review the 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.
13.10 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.
13.11 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.
13.12 Entire Agreement. This 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.
13.13 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.
13.14 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.
13.15 Modification of Terms. The Provider may modify this Agreement at any time by (a) posting a notice on the 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. Notwithstanding the foregoing, the information and material on the Website, and the Website, may be changed, withdrawn or removed at any time in the Provider’s sole discretion without notice.
13.16 Questions. If you have any questions regarding these Terms or your use of the Services, please contact us here:

BluRoot Inc.
support@bluroot.ca
Unit 376 – 2255B Queen Street East
Toronto, Ontario
M4E1G3