Master Services Agreement

Last Updated: May 27, 2019

Propeze Corp. Master Services Agreement

This Master Subscription and Services Agreement (“MSA”) is by and between Propeze Corp. and its Affiliates, if any (collectively, “Propeze”) and the Customer and its Affiliates, if any (collectively, “Customer”, “You”, “Your”, or “Yours”), together referred to as the “Parties” and each individually as a “Party.” Specific license/subscription terms, service terms, and product details are set out in the applicable Specific Service Agreement (“SSA”), and this MSA is incorporated within and forms part of every SSA. The specific terms, conditions, and details set out in the applicable SSA become binding on the Parties upon execution of said SSA.

This MSA, together with any applicable SSA, the Propeze Privacy Policy, and all other applicable operating rules and policies, governs Your acquisition, Access to, and use of the Propeze Platform and Services.

If You register for a free trial of Propeze Services or for free Services (such as a free home consumer Account), the applicable provisions of this MSA will also govern that free trial or those free Services.

If You are entering into the Agreement on behalf of a company or other legal entity and its Affiliates, You are agreeing to this MSA for that entity and its Affiliates, and You represent that You have the legal authority to bind said entity and its Affiliates to the terms and conditions of the Agreement, including the terms and conditions contained herein. In that case, the terms “Customer”, “You”, “Your”, and “Yours” will apply both to you individually and to said company or legal entity and its Affiliates. If You do not have such authority, or do not agree with these terms and conditions, You must not accept this MSA and may not use the Services.

Propeze’s direct competitors are prohibited from Accessing the Services, except with Propeze’s prior written consent. In addition, the Services may not be Accessed for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

You and Your Affiliates may place orders under this MSA by submitting one or more separate SSA(s). This MSA shall commence on the Effective Date and will continue until otherwise terminated in accordance with the Agreement.

Propeze’s Privacy Policy is incorporated into and forms a part of this MSA.

Capitalized terms have the definitions set forth herein.

  1. DEFINITIONS

    1. Access” means the ability to enter the Propeze Platform online, whether via a personal computer, mobile device or any other device.
    2. Account” means a unique account created to enable Customer to Access the Services.
    3. Additional Terms” means terms that apply to a Specific Service Agreement in addition to this MSA.
    4. Add-On Services” means additional services that may be added to the Subscription Services.
    5. Applicable Law” means means any and all applicable laws including, without limitation, all federal, provincial, state, and municipal/local laws, any domestic or foreign statutes, rules, regulations, by-laws, judgments, orders, decisions, rulings or awards, policies, guidelines, ordinances, codes, permits, tariffs, constitutions, treaties, conventions, and general principles of common and civil law and equity, applicable to, binding on, or affecting the person or matter(s) referred to in the context in which the word is used.
    6. Affiliate” of a Party means any entity that that Party directly or indirectly owns or controls, is owned or controlled by, or is under common control with, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority. Any legal entity will be considered a Party’s Affiliate as long as that interest is maintained.
    7. Agreement” means the Specific Service Agreement(s) between Customer and Propeze, this MSA, and all other applicable operating rules, policies (including Propeze’s Privacy Policy at www.propeze.com/privacy), and any future modifications and procedures that may be implemented from time to time by Propeze in accordance with this MSA, which together shall be deemed to constitute the entire Agreement between Customer, Delegates (if any) and Propeze.
    8. Agreement Term” means the entire period of time during which a Customer will have Access to the Propeze Platform and/or Services as set forth in the Agreement, including, for clarity, as set forth in one or more SSAs and/or this MSA.
    9. Authorized User” means one individual natural person who is registered by Customer to use the Services. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the Services as the same Authorized User.
    10. Claim” means any claim, proceeding, or suit.
    11. Client” means a client of Customer for whom Customer is purchasing and/or using the Services (if applicable).
    12. Confidential Information” has the definition given to it in Section 6.
    13. Customer” means in the case of an individual accepting this MSA on his or her own behalf, such individual, or in the case of an individual accepting this MSA on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this MSA.
    14. “Customer Data” means the data inputted to the Services by or on behalf of Customer for the purpose of using the Services or facilitating Customer’s use of the Services.
    15. Delegate” means any third party, such as agents, contractors or service providers but not including Clients, permitted by Customer to Access the Services through its Account, provided that such third party is using the Services on behalf of Customer and in accordance with the terms of the Agreement.
    16. Effective Date” means the date this MSA is first accepted by Customer in accordance with the terms herein.
    17. Force Majeure Event” means any cause beyond the reasonable control of a Party, including the default or failure of a third party (including telecommunications operators, suppliers, installers or maintainers), war, riot, civil common strike, lockout or other industrial action, act of God, storm, fire, earthquake, explosion, flood, electrical failure, or other similar events.
    18. Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, inventions (whether or not patentable), together with all utility and design, know-how, specifications, trade names, trade secrets, moral rights, author’s rights, algorithms, ideas, concepts, techniques, methodologies and expertise created, goodwill, other intellectual and industrial property rights, and all similar or equivalent rights or forms of protection, as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of Canada or of any other province, country or jurisdiction, in each case, for their full term and together with any renewals or extensions.
    19. Licence” means the limited, non-exclusive, non-transferrable, non-sublicensable licence being granted by Propeze to Customer to use the Propeze Platform and Services in accordance with the terms and conditions set forth in the Agreement.
    20. Order Form” means an ordering document or online order form or sequence specifying the pricing and options of the Services selected by Customer.
    21. Professional Services” means time-and-materials services provided to Subscriber, such as consulting services, onboarding support, integration, consulting, architecture, training, transition, configuration, administration, and similar ancillary Services that are set forth in an Order Form or SOW.
    22. Propeze” has the definition given to it in the first paragraph.
    23. Propeze Platform” or “Platform” means the entirety of the Propeze software system which provides the Services, delivered either in code, through a website, mobile application or other form of electronic delivery mechanism;
    24. Privacy Policy” means the Propeze’s Privacy Policy available at www.propeze.com/privacy.
    25. Scope Limitations” means the limitations on Customer’s use of the Services specified in the Agreement. Scope Limitations may include limits on the volume of data processed by the Services, and/or a maximum number of users, listings, or such other limits as are set forth in the Agreement.
    26. Sensitive Information” means any passwords, credit card or debit card information, personal financial account information, personal health information, social insurance/social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, any information that would classify as “Special Categories of Information” under EU data protection laws, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information.
    27. Services” means the services obtained by Customer pursuant to this MSA, as identified in the applicable SSA, including but not limited to Propeze Platform Access, Subscription Services, Add-On Services, and Professional Services. The Services further include the use of web-based applications, portals, platforms, APIs, Mobile Applications (if applicable), technical support, and documentation such as user manuals and online help files.
    28. SLA” means a service level agreement which defines the services Propeze will provide to Customer and the required level or standard for those services.
    29. SOW” means a statement of work which describes Professional Services to be provided to Customer by Propeze, which is entered into and executed by the Parties.
    30. SSA” or “Specific Service Agreement” means the Specific Service Agreement between Customer and Propeze which describes the Fees and associated functions and features that will be available and operational to Customer through the Propeze Platform and Services, as well as any additional obligations and/or limitations applicable to either Party. The Specific Service Agreement may include, but is not limited to including, Order Form(s), SOW(s), SLA(s), and/or Additional Terms.
    31. SSA Term” means the term set forth in a specific applicable SSA.
    32. Statistical Data” has the meaning given to it in Section 8.1.
    33. Subscription Services” means the subscription services provided by Propeze to Customer, as identified in the applicable SSA.
    34. Taxes” has the meaning given to it in Section 3.10.
    35. Third-Party Provider” has the meaning given to it in Section 10.2.
    36. Website” means all web content, properties, images, code, documents, and files made available by way of www.propeze.com.
    37. You”/“Your”/“Yours” refers to the Customer.
  2. ACCEPTANCE 38. You accept this MSA and agree to its terms when You (1) click a box or button indicating acceptance, (2) execute an SSA that references this MSA, or (3) use free services.

  3. FEES AND PAYMENT 39. Once executed by both parties, each SSA will be a unique agreement that incorporates the terms of this MSA and stands alone with respect to all other SSAs. If there is a conflict between the terms of this MSA and the terms of an SSA, the terms of this MSA will prevail unless the SSA states that a specific provision of the SSA will prevail over a specific provision of this MSA. Propeze will provide, and Customer will pay for, all Services set out in each SSA in accordance with the terms of the Agreement. 40. You hereby agree to pay Propeze the fees specified in each applicable SSA, and any applicable additional fees if You exceed the allotted capacity or other applicable limits specified in the SSA. 41. Except where otherwise expressly provided:

  4. All monetary amounts are stated and payable in Canadian Dollars (CAD);

  5. fees for Subscription Services specified in an SSA will be invoiced in advance monthly or annually;

  6. fees for overages, if any, will be calculated and invoiced monthly in arrears; and

  7. all fees and expenses for Professional Services will be invoiced either upon completion or monthly in arrears on a time and materials basis, in accordance with the SSA;

  8. Fees are based on Services purchased, regardless of usage;

  9. Payment obligations are non-cancelable and fees paid are non-refundable. There will be no refunds or credits for partial use of the Services, partial months of Services, plan downgrades, refunds for unused time if You closes Your Account before the end of any SSA Term, or refunds for non-use of an active Account;

  10. All Services shall be deemed accepted upon delivery; and

  11. Any Subscription Services purchased cannot be decreased during the relevant SSA Term.

    1. Unless otherwise specified in the applicable SSA, any Subscription Services purchased by You, and any Add-On Services purchased by You during the SSA Term, will automatically renew for additional periods equal to the length of the SSA Term unless either party provides written notice to the other party at least 30 days prior to the expiration of the SSA Term.

      Method of Payment

    2. Propeze reserves the right to determine required method of payment of any fees applicable under the Agreement, and a valid credit card may be required in order to pay any such applicable fees. You may be required to keep Your valid credit card information on file in Your Account, and You hereby authorize Propeze to charge such credit card account for the applicable fees set forth in the Agreement. You agree to provide Propeze with updated information regarding Your credit card account upon Propeze’s request and any time there are changes to such information.

    3. You agree to pay any and all amounts due under the Agreement by the due date indicated on the invoice.

    4. If You order additional Services or change the Services You receive, the then-current pricing for those additional or other Services will apply.

    5. In the event payment is ten (10) or more days overdue, Propeze reserves the right to suspend the Services and/or Your Account until the overdue amounts are paid in full.

    6. Additionally, if You fail to pay any amounts due under the Agreement by the due date, in addition to any other rights or remedies Propeze may have under the Agreement or by matter of law, Propeze reserves the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law (prorated for partial periods), determined and compounded daily from the date due until the date You pay all amounts due.

    7. Other than net income taxes imposed on Propeze, You will bear all taxes, duties, levies, and other governmental charges, including any local withholding taxes on payments (collectively, “Taxes”) resulting from Your purchase or use of the Platform or Services. Taxes will not be deducted from or set off against the fees set forth in the applicable SSA or invoice.

    8. In the event that payment due to Propeze is collected at law or through an attorney-at-law, or through a collection agency, You agree to pay all costs of collection, including, without limitation, all court costs, and reasonable attorney’s fees. Amounts due from You under the Agreement may not be withheld or offset by You against amounts due to You for any reason.

    9. Propeze will not be liable to You or to any third party, without limitation, for any modification, price change, suspension or discontinuance of the Services.

  12. LICENCING AND USE OF THE SERVICES 51. Subject to the terms and conditions of the Agreement, Propeze hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable Licence to Access and use the Propeze Platform and Services during the Agreement Term, solely for the purposes described in the Agreement. Your right to Access and use the Propeze Platform and Services is subject to the Scope Limitations and contingent upon Your compliance with the Scope Limitations and the terms of the Agreement. 52. Except where otherwise expressly provided, You shall NOT:

  13. decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, concepts, interoperability, interfaces, construction methods, underlying ideas, or file formats of the Propeze Platform or Services, for any purpose;

  14. remove any identification markings, including but not limited to copyright notices and trademarks from the Propeze Platform or any listings, forms, or Customer Content not belonging to You, that is provided on the Platform or Services;

  15. make any modification or enhancement to, or derivative work of the Propeze Platform or Services, or incorporate the Propeze Platform or Services, or any portion thereof, into or with any other software or digital, or other application or work;

  16. copy, duplicate, reproduce, sell, adapt, lease, sub-license, assign, distribute or transfer in any manner or form, in whole or in part, the Propeze Platform or Services or Your rights under the Agreement;

  17. modify, adapt or hack the Services to falsely imply any sponsorship or association with Propezel, or otherwise attempt to gain unauthorized Access to the Platform, Services, or related systems or networks;

  18. use the Propeze Platform or Services to develop or distribute any software, digital, or other product or service that is similar or competes in the marketplace with the Propeze Platform;

  19. Access or use the Propeze Platform or Services, or any part or element thereof, for committing a crime or for violation of any other Applicable Law, or for facilitating any unlawful actions by a third party;

  20. use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services;

  21. impersonate any other user of the Services;

  22. use the Services to knowingly post, upload, link to, send or store any content that is defamatory, libelous, fraudulent, derogatory, abusive, obscene, unlawful, hateful, harassing, violent, threatening, racist, or discriminatory, or that contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software;

  23. use automated scripts to collect information from or otherwise interact with the Platform or Services;

  24. for surveillance purposes or gathering intelligence; or

  25. otherwise use the Propeze Platform, Services, forms, Customer Content, or any other element of or contained within the Propeze Platform and Services, except as permitted under the Agreement. You acknowledge that any use or other exploitation of the Propeze Platform, Services, forms, Customer Content, or any other element of or contained within the Propeze Platform or Services which is not expressly permitted under the Agreement is strictly prohibited. 53. Propeze shall have the right to terminate the Agreement and any SSA immediately, if Propeze reasonably suspects that You have violated any of the restrictions in Section 4.2 above. 54. You acknowledge that Propeze has no responsibility for providing You with any services, support or other products, and that Propeze is under no obligation to create any upgrades, changes, enhancements, or other modifications to the Propeze Platform, except as specifically provided in the Agreement. 55. Propeze may regularly revise and/or improve the Propeze Platform and Services, and Propeze reserves the right to modify the Propeze Platform and Services, or any portion or element thereof, from time to time in its sole discretion without prior notice. Your continued use of the Propeze Platform and Services, or any part or element thereof, after the effective date of any modifications shall indicate Your consent to the modifications.

Access and Users

56. The Propeze Platform and Services can only be accessed through an active Account. In order to create an Account, You must provide certain information to Propeze, including Your full legal name, email address, and any other information required to be provided as part of the Account creation process.
57. You must be 18 years of age or older to create an Account.
58. All information You provide to Propeze, including Account information, must be true, accurate, current, and complete, and You are responsible for maintaining and updating the truth, accuracy, currency, and completeness of this information at all times.
59. In order to log in to Your Account, Propeze will directly provide You with a username and password, or You will be prompted by the Platform to create one. You are responsible for keeping Your username and password private, confidential, and secure in order to protect against and prevent any unauthorized Access to or use of the Propeze Platform and Services. Propeze shall not be liable for any harm or damages arising from Your failure to comply with the confidentiality and security obligations set out herein.
60. You must immediately notify Propeze of any loss, disclosure, or unauthorized use of Your username and/or password; if You become aware of any breach or violation of the terms and conditions of the Agreement or any misuse of the Platform by a Delegate or unauthorized user; if You no longer agree to be bound by the Agreement in whole or in part, or wish to suspend, close, or delete Your Account and/or terminate the Agreement.
61. Before allowing You to access and/or use certain functionalities of the Propeze Platform and Services, Propeze may first require You to verify Your identity. The information and procedures required by Propeze in order to verify Your identity will vary depending on the functionalities and Services You require access to, and may include, but is not limited to, requiring You to provide Your professional identification or licence number, a scan, photo, or other copy of Your government-issued ID, access to Your social media profile(s), or any other information or procedures required by Propeze to satisfy itself as to the verification of Your identity. This information will be used solely for the purposes of confirming Your identification, and will not be shared without Your explicit consent, in accordance with the terms of the Privacy Policy.
62. You may only Access or use the Propeze Platform and/or Services if You can form a binding contract with Propeze and are not prohibited from using the Platform or Services by any Applicable Law. By Accessing or using the Platform or Services, You represent and warrant that You have the right, authority, and capacity to enter into the Agreement and to abide by all of the terms and conditions of same.
63. If the terms of the SSA permit Access to the Platform by Clients or Delegates,  such Clients or Delegates may use the Services in accordance with and to the extent allowed by the provisions of the Agreement. You shall ensure that each of Your Clients or Delegates complies with the provisions of the Agreement.
64. You will be liable for all use of the Propeze Platform and Services made via Your Account. By allowing Access to Your Account by a Delegate or any other authorized third party, You represent and warrant that You have obtained all necessary authorizations and consents from said third party to bind it to the Agreement. You acknowledge that You remain solely responsible and liable for the consequences of any action taken using Your Account and for ensuring that all such action is in strict compliance with the Agreement.
65. If the Scope Limitations include limits on the number of users, You will ensure that each Client, Delegate or other user given Access by You is assigned its own credentials and that any sharing of credentials is in strict compliance with the Agreement.
66. You are solely responsible for all information, content, materials, and other Customer Data You choose to post or otherwise transmit, or that is posted or otherwise transmitted via Your Account, on the Propeze Platform or Services.
67. You agree that Propeze can access Your Account information and other Customer Data as necessary, in Propeze’s sole discretion, to provide You with the Services and any related support and for any purpose set out in the Agreement and/or the Privacy Policy (which is incorporated into and forms a part of this MSA, and which is available at www.propeze.com/privacy). Propeze will not disclose such data except as permitted by You, required by law, or pursuant to the terms of the Agreement and/or the Privacy Policy.
68. You may NOT Access or use the Propeze Platform and/or Services if You are a direct competitor of Propeze unless You first obtain Propeze’s written consent.  Additionally, You may NOT Access the Propeze Platform and/or Services for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
69. You hereby represent and warrant that any and all Customer Data has not been collected, stored, and transferred to Propeze in violation of any Applicable Law or contractual obligation that applies to You. You have sole responsibility for the accuracy, quality, and legality of all Customer Data and the means by which You acquired said Customer Data.
  1. TERM AND TERMINATION

    **Term of MSA**
    
    1. This MSA commences on the Effective Date and will remain in effect while any SSAs are outstanding.

    2. SSA Term

    3. Each SSA will be valid for the term specified on said SSA unless the SSA is terminated earlier in accordance with the terms of the Agreement.

    4. Except where otherwise expressly provided, in the case of Subscription Services the SSA Term shall renew automatically, and Your Account will be billed for the same SSA Term as previously paid on the anniversary date of each expired SSA Term, unless otherwise terminated prior thereto in accordance with the Agreement.

      Termination Without Cause

    5. Except where otherwise expressly provided (for example, within the applicable SSA), the Agreement may be terminated without cause as follows:

  2. You may cancel Your Account at any time by providing ten (10) days prior written notice to Propeze;

  3. By Propeze at any time without cause upon ten (10) days prior written notice to You, with the exception of a free Account, which Propeze can terminate at any time in its sole discretion; or

  4. By Propeze at any time, if, in its sole discretion, it should decide to cease the provision of the Services and close down the Propeze Platform.

  5. If either party terminates the Agreement in accordance with this Section, You will have ten (10) days from the effective date of termination to wind down Your use of the Propeze Platform and Services, following which the License granted herein shall terminate and You shall cease all further use of the Platform and Services.

    **Termination With Cause**
    
    1. Either party may terminate an SSA or the Agreement:
  6. Upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. For clarity, a material breach will include, but is not limited to, any breach of Your payment obligations or unauthorized use of the Propeze Platform or Services; or

  7. Immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors.

    1. Propeze has the right to terminate an SSA or the Agreement if Propeze determines, in its sole discretion, that You are acting or have acted in a way that negatively impacts or reflects on Propeze or its current or prospective partners or customers.

    2. If the Agreement is terminated in accordance with this Section 5, the Licence granted herein shall terminate and You shall immediately cease all further use of the Propeze Platform and Services.

      **Post-Termination Obligations **

    3. If the Agreement is terminated for any reason:

  8. You agree to pay to Propeze any outstanding fees or other amounts that have accrued prior to the effective date of the termination;

  9. Licenses and use rights granted to You by Propeze with respect to the Platform, Services, and intellectual property will immediately terminate and You will discontinue all use of the Platform and/or Services as of the effective date of the termination;

  10. Propeze’s obligation to provide any further Access or Services to You under the Agreement will immediately terminate, except any such Services that are expressly to be provided following the expiration or termination of the Agreement;

  11. Any and all liabilities accrued prior to the effective date of the termination will survive. Neither Party will be prohibited from pursuing any rights and remedies it may have hereunder at law or in equity with respect to any breach of the Agreement prior to termination.

  12. and (e) the Parties’ rights and obligations under Sections 6.1, 7.3, 8.3, and 10 through 13 will survive.

    1. Upon termination of the Agreement, Propeze reserves the right to deactivate Your account immediately upon termination, and to remove Your Account after thirty (30) days, including any information, Customer Content, and settings associated with Your Account that has been stored/published on the Propeze Platform. If so removed, You will not be able to recover this data or content. All provisions of the Agreement that, by their nature, are intended to survive termination (including those related to third party claims and limitations on liability) will remain in effect.

    2. If, subsequent to termination, You wish to retrieve Your Customer Content within thirty (30) days of the date of termination, You must provide a written request to Propeze. Notwithstanding the foregoing, Propeze is NOT responsible for any lost, deleted or corrupt Customer Content and it is Your responsibility to retain, backup and store Your own Customer Content.

    3. You may specifically request to have Your Account and/or Customer Content permanently deleted immediately following termination by providing written notification to Propeze in accordance with Section 14.1 and 14.2 herein. Upon receiving such written request, Propeze shall fulfill such request within fourteen (14) business days of such receipt.

      Termination and Refunds

    4. If You terminate the Services before the end of Your current SSA Term, Your termination will take effect immediately, however, You will not receive a pro-rata refund of any fees paid for any unused portion of a current prepaid SSA Term.

    5. Notwithstanding the foregoing, if Propeze terminates the Agreement in accordance with Section 5.5(b) or (c) above, You will receive a pro-rata refund of any fees paid for any unused portion of Your current Term as at the effective date of such termination.

  13. CONFIDENTIAL INFORMATION 84. For the purposes of the Agreement, Confidential Information means non-public information of Propeze or Customer disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which (i) a reasonable person would consider confidential or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Specifically, Confidential Information includes, but is not limited to, any information, knowhow, data, copyright, trade secret, intellectual property, process, technical expertise, program, design, formula, financial, product, sales or customer information, written materials, diagrams, computer programs, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever, which may be exchanged between the Parties. 85. Confidential Information will not, however, include any information that:

  14. was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party;

  15. becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party other than as a result of a violation of the Agreement by the receiving Party;

  16. is already in the possession of the receiving Party at the time of disclosure by the disclosing party, as shown by the receiving Party’s files and records;

  17. is obtained by the receiving Party from a third party without a breach of the third party’s obligations of confidentiality;

  18. is independently developed by the receiving Party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession; or

  19. is required to be disclosed by a Party under any order or directive of court or government agency of competent jurisdiction, provided that Party discloses the relevant information only to the extent necessary to comply with such order or directive and furnishes the other party with notice of such order or directive as soon as possible prior to disclosure.

    **Protection of Confidential Information**
    
    1. The receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the Parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each Party agrees to restrict access to the Confidential Information of the other Party to those Delegates, employees, advisors, agents, and other representatives who require access in order to perform its obligations hereunder and who agreed to be bound by these obligations of confidentiality and non-disclosure.
    2. The provisions of this Section 6 shall survive any termination or expiration of the Agreement.
  20. **INTELLECTUAL PROPERTY **

    Reservation of Rights.

    1. Propeze grants You a limited right to use the Platform and/or Services under the Agreement. You will not have any rights to the Platform or Services except as expressly granted in the Agreement. Propezel reserves to itself and its licensors all rights to the Platform and Services not expressly granted to You in accordance with the Agreement. Propeze and its licensors retain all Intellectual Property Rights in and to the Platform and Services.
    2. You hereby acknowledge and agree that Propeze exclusively owns or licenses the Propeze Platform, including without limitation, the WebSite, Services, system, content (except Customer Content) and any parts or elements thereof, and is the exclusive owner of all proprietary and Intellectual Property Rights and trademarks associated with the Propeze Platform and Services hereunder and that Propeze does not grant You any rights to or interest in the Propeze Platform except as set forth in the Agreement.
    3. You agree that all trademark and intellectual property marks and notices for the Propeze Platform will be preserved unmodified. You hereby acknowledge and agree that the Propeze Platform constitutes and contains valuable proprietary products and trade secrets of Propeze, embodying substantial creative efforts and Confidential Information, ideas and expressions. You further agree to take all reasonable steps to ensure that unauthorized Access to the Platform or Services does not occur, and that all authorized users having Access will refrain from any disclosure, duplication or reproduction of the Propeze Platform and Services, except to the extent permitted under the Agreement.
    4. You agree not to directly or indirectly challenge any right or interest of Propeze in the Propeze Platform or Services or any derivative work, nor the validity or enforceability of the rights of Propeze under Applicable Law. You agree not to, directly or indirectly, register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in the Propeze Platform or Services or any derivative work, or to take any other action which may adversely affect any right or interest of Propeze in the Propeze Platform in any jurisdiction.
    5. You agree to notify Propeze immediately in writing of all circumstances which You are aware of surrounding the unauthorized use or possession of the Propeze Platform, Services or of any forms, information, or content within the Propeze Platform or Services. You agree to cooperate fully with Propeze in any litigation relating to or arising from such unauthorized possession or use.
    6. You shall not, either for Your own benefit or for the benefit of any third party, develop, duplicate, use, sell, license, distribute, promote or in any other way compete with the Propeze Platform or Services with any product or technology that is the same, substantially the same, or could be reasonably deemed to be similar to the Propeze Platform or Services.
    7. You agree not to use the name “Propeze” or any of the Propeze Platform names or marks (or any similar name or symbol), in whole or in part, as part of Your business or trade name.
    8. Propeze may grant You a non-exclusive, limited right and license to use the “Propeze” name and/or logo solely for promotional purposes, provided You first obtain prior written approval of same from Propeze.
    9. The provisions of this Section 7 shall survive any termination or expiration of the Agreement.
  21. STATISTICAL DATA 97. You acknowledge and agree that Propeze has the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, analyze, and aggregate Customer Content, data, and information resulting from Your use of the Services (“Statistical Data”). 98. Propeze may collect and use Statistical Data for any lawful business purpose without a duty of accounting to You, provided that the Statistical Data is used only in an anonymized, aggregated form, without specifically identifying the source of the Statistical Data. Propeze agrees in all respects to use the Customer Content in such a way that the aggregated data cannot be disseminated back to an individual Account, Customer, or Delegate. 99. You agree that Propeze shall own all Intellectual Property Rights in the Statistical Data.

  22. CUSTOMER CONTENT 100. Subject to ownership interests of third parties and except as otherwise expressly provided in the Agreement, Your Customer Content, including without limitation, listings, information data, offers, photographs, and other content You create, produce, submit, incorporate or enter into the Propeze Platform, jointly or severally with Delegates (in whole or in part), shall remain Your property at all times. All rights, title and interest in and to the Customer Content belong to You, whether used and/or uploaded by You, a Delegate, or made available on or through the Platform or Services. 101. The Platform and/or Services provide features that allow You to share Your Customer Content with Delegates and other users/Account holders. Propeze is not in any way responsible for the Customer Content You create, use, download, upload or share. You are solely responsible for Your own Customer Content and the consequences of sharing or transmitting it. In connection with such Customer Content, You affirm, represent and warrant that:

  23. You have the necessary licenses, rights, consents and permissions to use and share the Customer Content in a manner consistent with the Agreement; and

  24. Your Customer Content and use of Propeze’s Services does not and will not: (i) infringe, violate, or misappropriate any third party rights, including any moral right, privacy right, right of publicity, or any intellectual property or proprietary right; (ii) violate any Applicable Law or regulations, including without limitation, applicable privacy laws; or (iii) constitute any fraudulent activity or forgery of transactional or other documentation. 102. You are liable for and shall ensure that:

  25. You do not create, transmit, display or make otherwise available any Customer Content or Compiled Forms that violate the rights of Propeze, its users, other Customers, Delegates or any other third party, or is harmful (for example viruses, worms and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, hateful or otherwise unlawful;

  26. You have the required qualifications and rights to use, disclose and process the Customer Content on the Propeze Platform; and

  27. Propeze is permitted to further process and use the Customer Content and Compiled Forms on behalf of the Client for the purposes of performing the Services under the Agreement. 103. Propeze does not, and is under no obligation to pre-screen Customer Content, however, Propeze reserves the right, in its sole discretion, to refuse to permit Customer Content on the Propeze Platform, and to remove any Customer Content at any time with or without notice to You. 104. You are responsible for maintaining and protecting all of Your Customer Content. Propeze will not be liable for any lost, deleted or corrupted Customer Content, or for any costs or expenses associated with backing up or restoring any of Your Customer Content. 105. Propeze does not guarantee or take any responsibility for the accuracy or confidentiality with respect to any information contained in any Customer Content, and You hereby acknowledge and agree that You are solely responsible for the Customer Content and You create, use, upload, download, share, transmit, store or collect through the Propeze Platform and use of Services. Propeze will not be liable or responsible in any way, without limitation for any misuse, fraudulent activity, forgery of documents or hacker intrusions. 106. Propeze alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other person relating to Propeze, the Platform, or the Services. 107. The provisions of this Section 9 shall survive any termination or expiration of the Agreement.

  28. ** THIRD PARTY SERVICES** 108. During use of the Platform or Services, You/Your Delegates may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Platform or Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between You and the applicable third-party. Propeze and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You/Your Delegates and any such third-party. Propeze does not endorse any sites on the Internet that are linked through the Platform or Services. Propeze provides these links to You only as a matter of convenience, and in no event shall Propeze or its licensors be responsible for any content, products, or other materials on or available from such sites. 109. Propeze provides the Platform and Services to You pursuant to the terms and conditions of the Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware, goods, or services (collectively, “Third-Party Provider”) may require Your agreement to additional or different license or other terms prior to Your use of or access to such Third-Party Provider. You acknowledge and agree that Your use of such Third-Party Provider is governed solely by the terms and conditions of such Third-Party Provider, and Propeze does not endorse, is not responsible for, and makes no representations as to such Third-Party Provider, including without limitation as to its content, accuracy, reliability, quality, or the manner in which such Third-Party Provider handles Your data. Propeze is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Third-Party Provider, or Your reliance on the representations, privacy practices, or other policies of such Third-Party Provider. 110. You acknowledge that Propeze does not control the features and functionality of any Third-Party Provider and that such Third-Party Provider may change its features, functionality, offerings, and terms and conditions without any notice to Propeze. Propezel shall not be liable to You for any refunds or any damage or loss arising from or in connection with any changes made by a Third-Party Provider or any resulting changes to the Services. 111. The Services may contain features that enable various Third-Party Providers (such as various suppliers, or social media accounts like Facebook or Twitter) to be directly integrated into Your Account. To take advantage of these features and integrate them with Your Account, You may be required to register for or log into such Third-Party Providers on their respective websites. By accessing/enabling a Third-Party Provider to integrate with Your Account, You are allowing Propeze to pass Your log-in information to the Third-Party Provider for this purpose.

  29. WARRANTIES AND DISCLAIMER

    **Mutual Warranties **

    1. Each Party represents and warrants to the other that:
  30. it has the power, right and authority to enter into the Agreement;

  31. the Agreement has been duly authorized by all requisite corporate actions;

  32. the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms;

  33. no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of the Agreement;

  34. the Agreement (or the performance of its duties hereunder) does not violate any other agreement, covenant or restriction to which such Party is a party;

  35. it shall comply with all Applicable Laws, rules and regulations in performing its obligations under the Agreement.

    1. You further warrant that You will use all commercially reasonable efforts to prevent any unauthorized use or misuse of the Platform or Services, will terminate any unauthorized use or misuse immediately, and will immediately notify Propeze of any misuse or unauthorized use of, or Access to the Platform or Services of which You become aware.
    2. Propeze further warrants that the Services will be performed in a professional manner, consistent with generally accepted industry standards, and that during the applicable Agreement Term, the Platform and Services, when used as authorized under the Agreement, will perform substantially in conformance with the SSA and/or published specifications and documentation associated with the Platform applicable Services. Your sole and exclusive remedy for any breach of this warranty by Propeze is for Propeze to repair or replace the affected Propeze Services to make them conforming, or, if Propeze determines that the foregoing remedy is not commercially reasonable, then either Party may terminate the Agreement.
    3. Notwithstanding the foregoing, Propeze does not warrant or represent that the Platform or Services will be free of errors or have uninterrupted availability.
    4. Propeze warrants that the Platform and Services were developed or lawfully obtained by Propeze and that Propeze has the legal right to license the Platform and Services in accordance with the terms of the Agreement.
    5. You have no right to make or pass on any representation or warranty to any third party on behalf of Propeze.
    6. You further acknowledge and agree that You have not relied upon any warranties or representation other than those express warranties set forth in the Agreement.
    **Disclaimer**
    
    1. EXCEPT FOR THE LIMITED REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS SECTION 11, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS,” AND “AS AVAILABLE” BASIS FOR USE AT YOUR OWN RISK. PROPEZE MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, IMPOSED BY CONTRACT OR STATUTE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE ON ITS BEHALF AND ON BEHALF OF ITS LICENSORS. PROPEZE DOES NOT WARRANT OR REPRESENT THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, NOR THAT THE PROPEZE PLATFORM OR SERVICES WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE OF THE PROPEZE PLATFORM OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, USEFULNESS, TIMELINESS, OR COMPLETENESS OF INFORMATIONAL CONTENT OR OTHERWISE. PROPEZE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, OR LOSS OF PERSONAL CONTENT ON THE SITES NOT WITHIN PROPEZE’S REASONABLE CONTROL.
    2. The provisions of this Section 11 shall survive any termination or expiration of the Agreement.
  36. CUSTOMER INDEMNIFICATION 121. You hereby agree to indemnify, hold harmless from, and defend Propeze (and its officers, directors, employees, agents, successors and assigns), from any and all actual or threatened Claims, losses, damages, and liabilities arising out of or based upon (i) Your breach of any of Your obligations under the Agreement, (ii) Your use of a Third-Party Provider, (iii) Your misuse of the Platform or Services including any of the exclusions stated in Section 4.2, (iv) representations made to Propeze and/or third parties, (v) violations of the rights of any other person or entity, or (vi) any breach of the foregoing representations, warranties, and covenants. You indemnify Propeze from all damages, costs, and attorneys’ fees finally awarded in any such Claim or all amounts that You agree to pay to any third party to settle any such Claim. 122. You may not settle or defend any Claim unless You unconditionally release Propeze of all liability and such settlement does not affect Propeze’s business or Services. 123. Propeze reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Propeze, and You agree to fully cooperate with such defense of these Claims.

  37. LIMITATIONS OF LIABILITY 124. YOU AGREE THAT PROPEZE AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS AND ANY LICENSOR:

  38. DO NOT GUARANTEE THE CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, USEFULNESS, TIMELINESS, OR COMPLETENESS OF ANY OF THE CONTENT, INFORMATION, DATA, FEATURES, SOFTWARE, OR ANY OTHER PART OF THE PROPEZE PLATFORM OR SERVICES, NOR SHALL ANY OF THEM BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE PLATFORM, SERVICES, OR DELIVERY THEREOF, OR FOR ANY OTHER DAMAGES ARISING IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE PLATFORM OR SERVICES, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT, OR ANY OTHER CAUSE; AND

  39. SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR SIMILAR DAMAGES, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED TO THE PROPEZE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO: (i) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF OR IN ANY OF THE CONTENT WITHIN/PROVIDED BY THE PLATFORM OR SERVICES; OR (ii) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY YOU, YOUR CUSTOMERS, OR ANY OTHER ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS; OR (iii) ANY LOSS OF: REVENUES, PROFITS, OR BUSINESS; USE, CUSTOMER CONTENT, FORMS, OR ANY OTHER DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER YOU WERE APPRISED OF THE LIKELIHOOD OF ANY SUCH LOSSES OR ANY SUCH LOSSES WERE OTHERWISE FORESEEABLE; OR (iv) ANY MODIFICATIONS OF THIS MSA, SSA(s) OR FEES; OR (v) YOUR USE OF YOUR ACCOUNT OR THE PROPEZE PLATFORM OR SERVICES BY MEANS OF BROWSERS OTHER THAN THOSE ACCEPTED OR SUPPORTED BY PROPEZE;

  40. IS NOT RESPONSIBLE FOR AND SHALL IN NO WAY BE LIABLE FOR LICENCED CONTENT, INCLUDING WITHOUT LIMITATION ANY FORMS, IMAGES, HARDWARE, SOFTWARE, OR OTHER ITEMS, NETWORK FAILURE OR ANY SERVICES PROVIDED BY ANY THIRD PARTY OR ENTITY.

    1. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PROPEZE PLATFORM AND SERVICES IS TO CEASE USING THE PROPEZE PLATFORM AND SERVICES IMMEDIATELY AND TERMINATE THE AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT.
    2. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY PROPEZE TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT PROPEZE HAS OFFERED THE SERVICES, SET THE FEES, AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE REASONABLE AND CONSTITUTE A FAIR ALLOCATION OF RISK BETWEEN YOU AND PROPEZE AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY HEREIN FORM AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND PROPEZE.THE LIMITATIONS IN THIS SECTION 13 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    3. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY, OR ANY PART THEREOF, SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF PROPEZE AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE SUM OF FIFTY DOLLARS ($50.00), WHICHEVER IS LESS.
    4. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO YOU AND YOUR AFFILIATES AND SHALL NOT BE CUMULATIVE.
    **State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. **
    
    1. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
    2. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT.
    3. The provisions of this Section 13 shall survive any termination or expiration of the Agreement.
  41. ** GENERAL**

    Notice

    1. Propeze may give notice by means of a general notice delivered through the Platform, electronic mail sent to Your e-mail address on record in Your Account, or by written communication sent by first class mail or pre-paid post to Your address on record in Your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Notification by posting or message through the Application shall be deemed to have been received 1 business day following Your first access to the Application after the notice is posted or transmitted.
    2. You may give notice to Propeze (such notice shall be deemed given when received by Propeze) at any time by email to support@propeze.com, or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Propeze at the following address: Propeze Corp., 207 Queens Quay W, Suite 419, Toronto, Ontario, Canada M5J 1A7, attention of: Chief Executive Officer.

    Relationship

    1. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.The Parties acknowledge that, except where otherwise explicitly provided for, the covenants set forth in the Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of the Agreement.
    **Compliance with Laws**
    
    1. You will use the Services in compliance with all applicable laws and regulations and in a manner that does not infringe on the rights of any third party or violate any third party’s privacy rights.
    **Privacy**
    
    1. Any information that You provide to Propeze is subject to Propeze’s Privacy Policy (available at www.propeze.com/privacy), which governs Propeze’s collection, use and disclosure of Your information. You understand that by Your use of the Propeze Platform and Services, You consent to the collection and use of this information (as described in the Privacy Policy), including the possible transfer of such information to the United States and/or other jurisdictions for storage, processing and/or use. You also acknowledge and agree that through the use of the Propeze Platform and Services You will be collecting, processing and using personal information of third parties, and that You are responsible for such use and collection of personal information in compliance with all applicable Privacy Laws.
    **Protection Against Unauthorized Use**
    
    1. You will use reasonable efforts to prevent any unauthorized use of the Platform or Services and immediately notify Propeze in writing of any unauthorized use that comes to Your attention. If there is unauthorized use by anyone who obtained access to the Platform or Services directly or indirectly through You, You will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Propeze to prevent or terminate unauthorized use of the Platform or Services.
    **Injunctive Relief**
    
    1. You acknowledge that a breach or threatened breach of the Agreement may cause Propeze irreparable harm, for which an award of damages may not be an adequate remedy. You acknowledge and agree that in the event of Your breach or threatened breach of the Agreement, Propeze shall be entitled to an injunction, specific performance, and other equitable relief from the breach or threatened breach, in addition to and not in limitation of any other legal or equitable remedies which may be available to Propeze.
    **Severability**
    
    1. If any provision of the Agreement or application thereof is deemed to be unenforceable or invalid for any reason, such invalidity or unenforceability shall be several and shall not affect any other provision or application of the Agreement which can be given effect without the invalid or unenforceable provision, and all other provisions of the Agreement shall remain in full force and effect. If any material limitation or restriction on the use of the Platform or Services under the Agreement is found to be unenforceable or invalid, Your right to use the Services will immediately terminate.
    **Governing Law **
    
    1. The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The Parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. The Parties attorn to the jurisdiction of the courts located in the City of Toronto.
    **Force Majeure**
    
    1. No party shall be liable to any other for any failure or delay in the performance of its obligations hereunder as a result of a force majeure event, provided that said party endeavours to minimize the effect of the force majeure event on its performance of its obligations. If such delay or failure continues for more than ninety (90) days, the non-affected party(s) shall be entitled to terminate the agreement forthwith by notice in writing to the other party provided that all sums due by You for any services supplied prior to the date of termination shall remain payable in accordance with the agreement.
    **Subcontractors**
    
    1. Propeze may utilize a subcontractor or other third party to perform its duties under the Agreement so long as Propeze remains responsible for all of its obligations under the Agreement.
    **Waiver**
    
    1. The waiver by either party of any breach of any provision of the Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with the Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of the Agreement.
    **Entire Agreement**
    
    1. The Agreement constitutes the entire agreement between You and Propeze and supersedes all prior agreements and understandings with respect thereto, whether oral or written. Propeze may amend the Agreement from time to time, in which case the new Agreement will supersede prior versions. Propeze will notify (notice within the Platform to be deemed sufficient) You of material changes and direct You to the latest version of the Agreement.
    2. Propeze will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the Agreement (whether or not it would materially alter the Agreement) that is proffered by You in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Propeze’s failure to object to such terms, provisions or conditions.
    **Survival**
    
    1. Section 3 (Fees and Payment), Section 4 (Licencing and Use of the Services), Section 5 (Term and Termination), Section 6 (Confidential Information), Section 7 (Intellectual Property), Section 8 (Statistical Data), Section 9 (Customer Content), Section 10 (Third Party Services), Section 11 (Warranties and Disclaimer), Section 12 (Subscriber Indemnification), Section 13 (Limitation of Liability), Section 14 (General), and Sections that by their nature should reasonably survive, and any amendments to the provisions of the aforementioned, will survive any termination or expiration of the Agreement.
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