Versapay

Terms of Service

Versapay ARC™ Platform

These ARC® Platform Terms of Service, together with all Order Forms and SOWs, (together, the “Agreement”) contain the terms and conditions under which Versapay Corporation makes available the Services (defined below), and sets out Your rights and obligations with respect to the Services, including a limited license of the Versapay ARC Platform. This Agreement is a legal agreement between Versapay Corporation (“Versapay” in this Agreement) and the entity that you represent (“Company”, “You”, and “Your”) that governs Your access to and use of the Services. By signing the Order Form for ARC Services, You represent to Versapay that you have the legal authority to accept and agree to these terms on behalf of Company. This Agreement is effective as of the date you sign an Order Form.

1. VERSAPAY SERVICES

Provision of Services. Versapay will provide Company with access to and use of its proprietary ARC accounts receivable platform (the “Platform”) in accordance with the terms of this Agreement (the “Subscription Services”) and provide implementation services (the “Professional Services”) to Company in accordance with the terms of this Agreement. Collectively the Subscription Services and the Professional Services are referred to herein as the “Services”.

Subscription Services. The Subscription Services and applicable fees shall be set out in a Subscription Services Order Form (each, an “Order Form”). Unless otherwise provided in the applicable Order Form, Subscription Services are purchased as subscriptions that provide a right to use the Platform and selected Services in accordance with the license rights and restrictions set out in this Agreement, and subject to specified usage limits, such as user or volume limits.

Platform Services. Versapay will make the Platform and the Subscription services available to Users as described herein. User is defined as each employee, consultant, contractor and agent who is authorized by Company to use a Service, and “Users” shall mean all such parties taken together.

Protection of Company Data. Versapay will maintain administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and integrity of Company Data (defined as electronic data and information submitted directly by Company, its subcontractors, or agents to the Services). Those safeguards include measures for preventing access, use, modification or disclosure of Company Data. Versapay will maintain Payment Card Industry Data Security Standard (PCI DSS) Level 1 compliance throughout the Term of this Agreement. In addition to the safeguards above, any personal information included within Company Data will be handled in accordance with Versapay Privacy Policy available at http://www.versapay.com/legal/privacypolicy/.

Support. Versapay will provide general support to Company, at the various levels and limitations set forth herein. General support does not include implementation change requests, modifications to the configuration or data structures, user maintenance, data services, API changes, integrations with third party services, consulting, or training, which activities shall constitute billable Professional Services.

Professional Services. All implementation, configuration, consulting, data migration, training and other Professional Services will be set forth in a SOW.

Professional Services will only be provided in connection with a valid Platform License.

1. USE OF THE SERVICES

Company Obligations. Company agrees that it will (a) be responsible for Users’ compliance with this Agreement, (b) be solely responsible for the accuracy, quality and legality of Company Data and the means by which Company has acquired Company Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content (defined as all information, URLs, data, logos, marks, designs, layouts, graphics, text, tools, icons, scripts, pictures, sound files, software and other files or electronic materials made available through, or forming part of the Services other than Data) by Users and notify Versapay promptly of any such unauthorized access or use, and (d) use the Services only in accordance with applicable laws.

Usage Restrictions. Company may not, and agrees that it will not, (a) make any Service available to, or use any Service for the benefit of, anyone other than Company or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (h) copy the Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service or Content, other than framing on Company’s own intranets or otherwise for Company internal business purposes,

(j) access any Service in order to build a competitive product or service, or (k) reverse engineer any Service (to the extent such restriction is permitted by law)

(collectively, (a) to (k), the “Usage Restrictions”). A breach of any one or more of the Usage Restrictions shall be deemed a material breach of the Platform License, and in any such case Versapay shall be entitled to immediately suspend the Services and Company’s access to the Platform, at its sole discretion and without prior notice to Company.

Compliance with Laws, Rules for Payment Methods. Company agrees that it will comply with all applicable laws, rules and regulations in exercising its rights and performing its obligations hereunder, including, without limitation, the payment card network rules, the NACHA rules, the Canadian Payments Association rules the rules required by merchant acquirers.

Company has the sole responsibility to verify Versapay’s list of merchant card processors to be used under terms of this Agreement to determine if Versapay can properly transmit the necessary Payment Card information to Company’s Payment Card processor. Company acknowledges that Versapay’s list may be modified from time to time and must be verified by Company prior to being set up with Versapay. Company has the sole responsibility for obtaining the proper authorization from Company’s own Payment Card processor and/or settlement bank to be able to use Company’s merchant account for key entry transactions and transactions being processed over the internet or online. Company shall be solely responsible for credits, returns, disputes and all costs associated with data transmissions.

1. Payment Processing Agreements. To accept payments from Customers (defined as each individual, organization or entity located in either of Canada or the United States that Company invites to use the Services and access Data made available to such individual, organization or entity by Company through the Services) as part of the Services, Company must have entered into an agreement for each selected Payment Method from a list of supported Payment Method(s). Company’s use of such Payment Methods shall be subject to the terms of the applicable agreements with the payment processing provider for each Payment Method. The following are required:

  1. for ACH transfers within the US (if applicable), an agreement with Versapay’s third-party ACH processor arranged for by Versapay;
  1. for EFT transfers within Canada (if applicable), an agreement with Versapay’s third-party EFT processor arranged for by Versapay;
  1. for acceptance of Payment Cards (if applicable), an agreement with a third-party Payment Card processor, such agreement arranged for by Versapay, or already existing between Company and the provider;

for other types of payments (if applicable), an agreement with a third-party payment processor arranged for by Versapay.

1. AFFILIATES AND SUBSIDIARIES

Application. In each case where Company intends that the Services are to be made available to any entity other than the legal entity listed above as “Company”, as a condition precedent to the provision of any Services, an Order Form shall be completed which shall specify the name of the Affiliate or subsidiary of Company that is authorized by the Parties to access the Services, the fees applicable to the Services provided and it shall be executed by

Company, the applicable third-party, and Versapay. The Company and each such Affiliate shall be jointly and severally liable for the obligations of Company and the applicable third-party and Company represents and warrants that it has the legal authority to enter into the obligations set out in this Agreement on behalf of, and legally bind, each such third party.

1. FEES

Fee Schedule. Company agrees to pay Versapay the fees set out in the applicable Order Form(s) and SOW(s) (collectively, the “Fees”), as may be modified in accordance with the terms of this Agreement. Company agrees to keep the Fees confidential.

Taxes. Company agrees to pay, and is responsible for, all applicable sales, use, excise, goods and services, value-added and like taxes payable on the Fees.

Fees outlined in Order Forms and SOWs are exclusive of taxes.

Paying Fees. Fees shall be due within thirty (30) days of invoice date unless otherwise specified on the Order Form or Statement of Work. Interest on overdue amounts shall accrue at the lesser of 1% per month (being a nominal interest rate of 12% per annum) or the maximum amount permitted by law applicable to Versapay (“Late Fee”) for any fees that remain unpaid beyond any due dates. In the event of a dispute made in good faith as to the amount of Fees, Company agrees to remit payment on any undisputed amount, and disputed amounts shall not be considered overdue unless not paid within thirty (30) calendar days after said dispute has been resolved by the Parties. Versapay’s rights to all outstanding fees pursuant to this Agreement and related Order forms and SOWs shall survive any termination or expiration of this Agreement until such time as all such fees have been paid in full. In the event of a termination by Company prior to the completion of an SOW, Versapay shall be entitled to payment of the next following milestone payment, and Company shall promptly make such payments to Versapay.

Suspension of Service due to Late Payment. If at any time during the Term, any invoice (excluding only any disputed Fees): (a) remains unpaid sixty (60) days past its due date, or (b) remains unpaid thirty (30) days past its due date, and it is the third occurrence within any 12-month period that payment has not been received within thirty (30) days of the invoice date, Versapay may, without limiting any other rights and remedies, suspend Services until all such amounts are paid in full. Versapay will give Company at least 10 days’ notice of an overdue account before suspending Services.

Company will have access to use the Platform License in a production environment only after the first annual Platform Subscription Fees have been received by Versapay.

Fee Changes. Versapay may increase the Fees set out in the applicable Order Forms at its sole discretion upon thirty (30) days advanced written notice provided that no Fee increase shall take effect within 12 months of the date of the Agreement. Increases will not occur more than once per calendar year thereafter, unless the pricing was designated on the relevant Order Form as promotional.

1. INTELLECTUAL PROPERTY

Our Intellectual Property. "Versapay", “ARC”, and all related logos, marks and trade names relating to the Services are either trade-marks or registered trade-marks of Versapay and its subsidiaries and Affiliates. The Platform, the Services and all Content (which excludes Data) are the exclusive property of Versapay, its subsidiaries, Affiliates and licensors, and are protected by Canadian and international copyright and other intellectual property laws. Company may not sell, rent, lease, copy, alter, reproduce, redistribute, reverse engineer, modify, decompile or otherwise derive the source code or architecture of, nor create derivative works from, the Platform, the Services, nor any other Versapay intellectual property. Company may not use any of the Services or any Content other than as expressly provided in this Agreement. Versapay reserves all rights not expressly granted under this Agreement. “Intellectual Property Rights” means all intellectual property rights of the Party, including all right, title and interest in and to any inventions, improvements, modifications, copyright, patents, patent applications, trade-marks (registered or unregistered), common law rights, logos, designs, screen layouts, trade-secrets, techniques, modes of operation, data, works, details, documentation, manuals, tools, forms, agreements, templates, materials, drawings, computer code (whether or not protected by copyright and whether compiled or un-compiled), trade names, ideas, discoveries, know-how, specifications, models, methods, reports and similar material, and all derivative or subsidiary rights in and to any of the above.

Versapay Platform License. Subject to Company’s ongoing full agreement and compliance with the terms and conditions of this Agreement, Versapay hereby grants Company, its Affiliates and subsidiaries, (each a “Licensee") a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license (the “Platform License”) to access and use the Platform within North America solely for the purposes of using and receiving the Subscription Services as specified in this Agreement and authorized in each Order Form.

The Platform License: (a) is subject to all obligations and restrictions imposed on Company in this Agreement; (b) is limited to Company’s use of the Services solely to perform the functions specified and within the usage limits indicated on signed Order Forms, and in compliance therewith; (c) authorizes use of the Platform only by Licensee employees, Customers and contractors, and only to the extent that such employees, Customers and contractors use the Services solely as contemplated by this Agreement, and (d) is conditional on Company’s agreement that each Licensee shall treat the Platform and the Services as Confidential Information of Versapay, and in accordance with the terms of this Agreement. A breach of the Platform License terms shall be deemed a material breach of this Agreement.

To the extent that the Services include materials that are downloaded to a server, computer, device or other platform, Company must comply with the reasonable implementation and use requirements provided by Versapay in order to exercise the Platform License.

Company Data License. Versapay and its subsidiaries and Affiliates require the use of Company Data to provide the Services. Accordingly, Company agrees to grant, and hereby grants, to Versapay and its subsidiaries and Affiliates, a worldwide, non-exclusive, transferable, royalty-free license to collect, retain, use, display, publish, reproduce, distribute, modify and create derivative works from Company Data solely for the limited purposes of Versapay fulfilling its obligations and exercising its rights as set out in this Agreement (the “Company Data License”) and in the Terms of Use with Customers. Company also grants Versapay a non-exclusive, limited, revocable, non-transferable, non-sub licensable, royalty free license to use Company Data and associated output in a form that is sufficiently de-identified and aggregated so as not to be attributable to the Company, or any Customer, but solely to the extent required to improve, optimize and expand Versapay offerings, services and processes. Any limitation or revocation of the Company Data License shall result in the immediate suspension of Services without any abatement of Fees.

Versapay Consulting Information. As part of Versapay’s provision of Professional Services hereunder, Versapay may utilize proprietary works of authorship, or other materials, existing prior to commencement of the Services (such as materials from Versapay’s existing and continually expanding code library), or developed outside the scope of the Services (pre-existing or otherwise), or Versapay work-product that may or may not have been created in the provision of Services to Company during the Term, including, without limitation, software, methodologies, templates, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, service marks, creative and design elements, ideas, concepts, know-how, techniques, knowledge and data, and any derivatives thereof, (including a databank of software code that is accessed and used repeatedly in respect of multiple clients), which originate from, have been developed or purchased by Versapay, its parent company or affiliated companies, or by third parties under contract to Versapay, its parent company or affiliated companies (all of the foregoing, collectively, “Versapay Consulting Information”).

Company acknowledges that in the provision of Services, Versapay will be drawing on pre-existing and new Versapay Consulting Information, and agrees that as between the Parties, all Versapay Consulting Information (including, without limitation, all Intellectual Property Rights therein) is and will remain the sole and exclusive property of Versapay. Further, subject only to the confidentiality obligations in this Agreement, Versapay will be free to use its general knowledge, skill and experience, and any ideas, concepts, know-how and techniques that are acquired or used in the course of providing services to Company in the provision of services to other clients.

The Parties acknowledge and agree that all Versapay personnel shall be free to use and employ their general skills, know-how and expertise, and to use, disclose and employ any general ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Services, subject to Versapay’s obligations respecting Confidential Information of Company. Nothing in this Agreement restricts Versapay from developing (without reference to the Confidential Information of Company) for any other company any materials similar to the Documentation (defined as the User manuals, support information and release notes in relation to the Service that are available on the Platform) or deliverables under Professional Services.

Feedback. All feedback provided by Company, its Affiliates, their respective employees, agents and representatives in respect of Versapay’s business, offerings and services, including, without limitation, the Services and the Platform, will be owned exclusively by Versapay. Company hereby assigns all right, title and interest in and to any and all such feedback, including all copyright and any other Intellectual Property Rights in and to such feedback, to Versapay. In addition, to the greatest extent permitted by law, Company hereby waives any and all of its moral rights in all such feedback. If requested, Company further agrees to promptly cause any of the Company’s affiliates, the Company’s respective employees, contractors, and agents, or others granted access to the Platform through Company credentials to: (i) assign all their right, title and interest in and to all such feedback, including all Intellectual Property Rights in and to such feedback, to Versapay; and (ii) waive all of their moral rights in all such feedback.

1. CONFIDENTIALITY

Confidentiality Obligations. The Parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Services and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the "Confidential Information"), all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party's confidentiality obligations; or (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information; (ii) not use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party's express prior written consent; (iii) disclose the disclosing party's Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party's internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure.

Notwithstanding any other provision of this Agreement, Company acknowledges and agrees that the Platform, the Services, and all other Versapay intellectual property are Confidential Information of Versapay.

1. WARRANTIES, INDEMNITIES AND LIABILITY

Warranty – Subscription Services. Versapay represents and warrants that (a) the Subscription Services will perform materially in accordance with the Documentation, (b) the functionality of the Subscription Services will not be materially decreased during the Term,, and (c) Versapay will use commercially reasonable efforts to scan the infrastructure providing the Subscription Services for any Malicious Code.

Warranty –Professional Services. The warranty applicable in respect of Professional Services, if any, shall be specified in the applicable SOW. In the absence of an express warranty agreed to by the parties in the SOW, no warranty shall apply or be implied.

No Other Warranty. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE ALL PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT

ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. EXCEPT AS OTHERWISE PROVIDED HEREIN, VERSAPAY AND ITS SUBSIDIARIES, AFFILIATES

AND THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO COMPANY AS TO ANY MATTER WHATSOEVER,

INCLUDING AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OR RELIABILITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, HOWSOEVER ARISING, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Company Indemnity. Except to the extent caused directly by negligence or willful misconduct on the part of the Versapay Parties (defined as Versapay and its subsidiaries and Affiliates, and their respective officers, directors, agents and employees and any of their successors or assigns), Company agrees to indemnify, defend and hold harmless the Versapay Parties from and against all claims, loss, damages, liabilities, costs (including reasonable lawyers’ fees), expenses, demands and proceedings (“Claims”) incurred by the Versapay Parties due to or arising out of (a) any failure by Company, any User or Affiliate to comply with the terms of this Agreement, and (b) any violations by Company or any User of any Law in relation to or arising out of Company’s use of the Platform or the Services.

Versapay Indemnity. Versapay agrees to indemnify, defend, and hold harmless Company, and its employees and directors from and against any loss, liability, damage, penalty or expense (including, without limitation, reasonable lawyers' fees) it or they may suffer or incur as a result of a claim, action or lawsuit by an independent third party (excluding Affiliates and subsidiaries of Company) in connection with (a) a claim that the Services infringes or is alleged to infringe a third party intellectual property right including, but not limited to trademarks, patents and trade secrets; (b) any violation by Versapay of law pertaining to the Services provided pursuant to this Agreement. Versapay shall, however, not be liable if the claim, action or lawsuit (a) is asserted by an Affiliate or subsidiary of Company; (b) results from use of the Services in breach of this Agreement; (c) results from modification of the Services by Company or its agents; (d) is caused by a product for which Versapay is not responsible.

Limitation of Liability.

SUBJECT TO THE FOLLOWING, UNDER NO CIRCUMSTANCES SHALL VERSAPAY’S TOTAL LIABILITY TO COMPANY OR ANY THIRD PARTY ARISING OUT OF OR

RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING

THE OCCURRENCE OF THE EVENT GIVING RISE TO A CLAIM, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT

OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE, THE FOREGOING LIMITATION SHALL NOT APPLY TO (A) A BREACH

OF CONFIDENTIALITY OBLIGATIONS; (B) VIOLATION OF LAWS; (C) A SECURITY BREACH WHERE PERSONALLY IDENTIFIABLE INFORMATION OF ONE OR MORE

CUSTOMERS IS OBTAINED BY AN UNAUTHORIZED PARTY; (D) ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (E) A CLAIM OF INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS MADE AGAINST COMPANY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE,

OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER FORESEEABLE OR

UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE,

STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOUR CLAIMS), EVEN IF VERSAPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. TERM, TERMINATION OR SUSPENSION OF SERVICE

Term. This Agreement commences on the “Order Date” indicated on the first Order Form mutually executed and continues until all Order Forms hereunder have expired or have been terminated (the “Term”).

Term of Order Forms. The term of each Order Form shall be as specified in that Order Form. Except as otherwise specified in an Order Form, the term of an Order Form will automatically renew for additional terms equal to the expiring term or one year (whichever is shorter), unless either party gives the other party notice of non-renewal at least 30 days before the end of the then-current term. The pricing during any automatic renewal term will be the same as that during the immediately prior term unless Versapay has given Company written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal.

Term of SOWs. The term of each SOW shall be as specified in that SOW, provided that if this Agreement is terminated for any reason, the SOW for the related Professional Services shall automatically be terminated concurrently with this Agreement.

Termination Generally. Any termination of this Agreement will automatically terminate the Platform License and Company’s right to use the Services.

Suspension of Service. Notwithstanding any other provisions in this Agreement, Versapay may suspend Services immediately upon notice to Company in the event of (i) a security breach of the Versapay Platform by any party, or any other event, that in Versapay’s reasonable judgment, jeopardizes the integrity of the Services, the confidentiality of Company, Versapay or third-party data, intellectual property, or technology, or (ii) a material breach of this Agreement by Company, excluding late payment of Fees. In addition, Versapay may suspend certain payment services in the event that Versapay is so ordered or directed by a payment card network, sponsoring financial institution or other third-party payment processor.

Termination by Company. Company may cancel the Subscription Services and terminate this Agreement and any then-current Order Forms at any time by written notice to Versapay and payment of the balance of the Fees contracted for the remainder of the Term under any then-current Order Forms. Company may cancel Professional Services and terminate any then-current SOWs at any time by written notice to Versapay and payment of the outstanding fees associated with each then-current SOW. Notwithstanding the foregoing, if payment terms on termination are specified in an Order Form or SOW, such payment terms will apply.

Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party, effective immediately or at such later date as specified in such notice and without any penalty, in the event that the other Party commits a material breach of this Agreement and such breach is not cured within ten (10) days of receiving the notice. Without limiting the foregoing, a violation of the Usage Restrictions shall be deemed a material breach for the purposes of this Agreement. Further, this Agreement is deemed to be terminated in the event of insolvency or the institution of any insolvency, receivership or conservatorship, assignment for the benefit of creditors, bankruptcy or similar proceedings against either Party, or an order to wind up the business activities of either party.

Export of Company Data. Upon written request by Company, such requests being made no later than 30 days after the date of termination of this

Agreement, Versapay will enable Company to export or download Company Data. After that 30-day period, Versapay will delete or destroy all copies of Company Data provided that the obligation to delete or destroy records of Company Data does not apply to electronic records in an archival system that is used for non-production backup purposes only and that are deleted on a periodic basis in accordance with a reasonable data backup procedure.

1. MISCELLANEOUS

Relationship. Versapay is an independent contractor. Nothing contained in this Agreement will create a partnership, joint venture or any similar relationship, between Company and Versapay.

Changes to the Platform. Versapay continually reviews and modifies the Platfor and relatedServices. Versapay reserves the right to make changes to the Platform and the Services at any time provided that this rightis not to be construed to mitigate the express warranties set forth herein.

Insurance. Versapay will procure and maintain insurance coverage, at its sole cost and expense, with limits and conditions not less than those specified below. During the term of this Agreement, Versapay shall, upon written request from Company, provide Company with a copy of a certificate of insurance confirming the below requirements have been met. Versapay will obtain (a) Commercial General Liability insurance written on an occurrence form, including but not limited to premises-operations, broad form property damage, products/completed operations with limits of at least $5,000,000 per occurrence and $10,000,000 general aggregate; (b) Worker’s Compensation and Employer’s Liability Insurance with benefits afforded under the relevant laws of the Province or State where the work is performed; (c) Business Automobile Liability Insurance including coverage for hired (if applicable), and non-owned vehicles with a combined single limit including bodily injury and property damage of not less than $2,000,000 per accident; (d) Professional Liability insurance covering the effects of errors and omissions in the performance of professional duties with a minimum limit of $5,000,000, each claim and $5,000,000 aggregate associated with Services performed under this Agreement; (e) Cyber Liability insurance covering liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering the Services with a minimum limit of $5,000,000 each and every claim and in the aggregate.

Governing Law. This Agreement will be interpreted and governed by the laws of the Province of Ontario and the federal laws of Canada as applicable therein in all cases where Company address is located within Canada or internationally, excluding only that the laws of the State of New York shall apply in all cases where Company address is located within the United States, all without reference to conflict of law provisions. The Parties hereby agree to and submit to the exclusive jurisdiction to the courts of the Province of Ontario, and the State of New York, as applicable in each case, for any legal proceedings arising from this Agreement. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any right to a trial by jury in any proceeding directly or indeirectly related to this Agreement.

Entire Agreement, Authorization. This Agreement, including any attached letters and Schedule(s) which are hereby incorporated by reference, sets forth and constitutes the entire and complete agreement between the Parties with respect to its subject matter, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, whether written or oral, regarding its subject matter. Each Party represents and warrants that this Agreement is a duly authorized corporate act and that the person signing this Agreement is duly authorized to do so.

Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second Business Day (defined as any day that is not a Saturday, Sunday or statutory holiday) after mailing, (iii) the second Business Day after sending by confirmed facsimile, or (iv) the first Business Day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Company shall be addressed to the relevant billing contact designated by Company.

All other notices to Company shall be addressed to the relevant Services system administrator designated by Company.

Severability. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect as though such offending provision was deleted.

Binding Effect, Assignment. This Agreement inures to the benefit of and binds the Parties’ respective heirs, executors, administrators and other legal representatives, successors and permitted assigns. Either party shall be permitted to assign this Agreement to an Affiliate or to a purchaser of all or substantially all of the shares or assets of the party upon written notice to the other party.

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns and is not for the benefit of nor may any provision hereof be enforced by, any other person.

Force Majeure. Neither party is responsible for damages caused by delay or the failure to perform any of its obligations under this Agreement when the delay or failure is the result of Force Majeure. If a party contends that any of its obligations are suspended by reason of Force Majeure, that party must give Notice to the other party, providing all necessary details. That party must give a similar Notice as promptly as reasonably practicable when Force Majeure has ended. “Force Majeure” means any act, occurrence, condition, or event beyond the control of a party that materially affects the performance of that party's obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, power or equipment failures, labor strife, civil unrest, non-performance of Our vendors or suppliers and acts of God, but not including general economic conditions.

Amendments, Waivers. No amendment, consent, modification, or waiver of any term or condition of this Agreement shall bind either party unless in writing and signed by both Company and Versapay No term or condition of this Agreement will be deemed to be waived by reason of any delay or previous failure to enforce it.

Survival. Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including but not limited to Sections 6, 7, 8, 9 and all additional terms and conditions necessary for the correct interpretation of the foregoing. Further, all monetary and non-monetary obligations of the Parties owing and/or to be performed or discharged prior to the date of termination will survive termination until they have been performed or discharged.