Enso Connect Terms of Use

A. ENSO Connect is engaged in the business of providing software services and platforms, including the Service (defined below), which utilize smart home devices and artificial intelligence technology to homeowners, property managers and guests in the short-term rental industry.

B. The Client wishes to gain access to and use the Service from ENSO Connect, and ENSO Connect wishes to enable such access and provide Service to the Client, subject to the terms set out in this Agreement.

NOW, THEREFORE in consideration of the mutual covenants and obligations set out in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

As used in this Agreement, the following capitalized terms have the meaning set forth below:

1.1 “Authorized User” means an individual who is authorized hereunder to use the Service and is limited to Client’s employees and independent contractors engaged by Client to supplement its workforce, unless and to the extent otherwise provided in an Order Form.

1.2 “Listings” also known as rooms in the hotel industry, is the number of line item vacation rental properties in the Enso Connect platform. A listing is a bookable space that a guest can book for a duration of time.

1.3 “Client Data” means all data, material and other information supplied or provided by Client, imported or uploaded to the Service, or generated by the Client, or otherwise made available to ENSO Connect by the Client in connection with ENSO Connect’s performance of this Agreement.

1.4 “Documentation” means the contents and user guide provided on the ENSO Connect website, or other URL as notified to Client in writing from time to time.

1.5 “ENSO Connect Data” means (a) Client Data that has had all personal information removed so as to render the data de-identified in respect of individual natural persons; and (b) the data, documents, service tickets, and other information submitted or provided by or on behalf of the Client through the use of maintenance and help desk services and implementation services, including any and all corresponding service orders, requests for services and tickets and any log files, event files and other trace and diagnostic files.

1.6 “Enso Connect Parties” means Enso Connect, its affiliates and their respective directors, officers, employees, shareholders and agents.

1.7 “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.8 “Order Form” means an ordering document that (a) is prepared by ENSO Connect; (b) specifies the Service to be provided pursuant to this Agreement; (c) references this Agreement; and (d) is entered into between ENSO Connect and the Client. Each Order From shall be incorporated into and form part of this Agreement.

1.9 “Parties” means ENSO Connect and the Client; and “Party” means either ENSO Connect or the Client.

1.10 “Service” means the products and services that are ordered by Client under an Order Form and made available online by ENSO Connect.

1.11 “Software” means the software used by ENSO Connect to provide the Service, including any and all changes, modifications, improvements, enhancements, additions, new features or functionality.

1.12 “Subscription Term” means the period of time which Client may access the Service as set forth in the applicable Order Form.

1.13 “Third-Party Modules” means software developed by a third-party that may add functionality to the Service, the use of which software is governed by the applicable terms and conditions specified by such third-party.

1.14 “Third-Party Software” means applications or software products that are developed by a third-party, and that may interoperate with the Service, the use of which software is governed by the applicable terms and conditions specified by such third-party.

2.1 General. Commencing upon the beginning of the Subscription Term, ENSO Connect grants Client a non-transferable, non-sublicensable, non-exclusive license to access and use the Service (a) via ENSO Connect’s API; or (b) via a password over the Internet. Except for the limited rights expressly granted herein, no other right, title or interest in the intellectual property rights or technology of ENSO Connect is granted and all such rights are hereby expressly reserved. The Service may be used only by the number of Authorized Users for which Client has received and paid for corresponding licenses from ENSO Connect. Client expressly acknowledges and agrees that the Service provided hereunder is solely for the benefit of Client. Any proposed use of the Service by Client for the benefit of any other person will require Client to enter into a separate agreement with ENSO Connect and to pay additional fees to ENSO Connect.

2.2 User Names and Passwords. Client is responsible for maintaining the confidentiality of its account and password information and the account and password information of its Authorized Users. In the event of a breach of security, either Client or ENSO Connect, as the case may be, shall promptly notify the other Party in writing of such breach without undue delay and Client agrees to immediately change its passwords and require all its Authorized Users to change their respective passwords. Each of Client’s and Authorized Users’ passwords may not be used by more than the number of Authorized Users corresponding to the number of licenses that Client has purchased. Authorized User accounts and passwords are specific to individual Authorized Users and may not be shared among, with or used by persons other than the respective Authorized User. Client may however reassign an Authorized User account during the Subscription Term to an alternate Authorized User where the initial Authorized User no longer requires access to or use of the Service. Client shall notify ENSO Connect in writing immediately of any unauthorized use of, or access to, either the Service or any Authorized User account or password related thereto of which Client becomes aware. Client is responsible for all activity occurring under the Client’s account including the use of the Service by its Authorized Users.

2.3 Service. The Service is made available to the Client pursuant to this Agreement and the relevant Order Form during the Subscription Term. Unless otherwise provided in the Order Form, (a) the Service is purchased as a subscription for the Subscription Term; (b) subscriptions may be added or removed, as applicable, during the Subscription Term at the same Fees specified on the Order Form, with the full Fees charged for the month in which the subscriptions are added or removed, as applicable, notwithstanding the portion of that month remaining at the time of addition or removal of the applicable subscriptions; and (c) any inactive subscriptions will terminate at the end of the Subscription Term. For greater certainty, the Client shall not be charged for removing any subscriptions for Listings, exclusively,  beyond the full month in which the subscription is removed, notwithstanding the length of the Subscription Term.

2.4 Additional Listings. Additional Listings may be added during a Subscription Term for the Fee set forth in the applicable Order Form or as agreed upon between Client and ENSO Connect. The full monthly Fee will be charged for the month in which an Additional Listing is added, notwithstanding the portion of that month remaining at the time of addition. After such month, the Additional Listings will be subject to the Client’s Subscription Term at the same Fees specified on the Order Form.

2.5 Minimum Listings. The Fees specified in the Order Form for the agreed-upon number of Listings establish a pricing floor for the initial Subscription Term. The Client acknowledges and agrees that the Fees for this specified number of Listings are non-negotiable and will not be subject to reduction, discount, or waiver, even if the actual number of Listings falls below the specified quantity during the initial Subscription Term. In the event of negotiations that result in a reduction or cancellation of the number of listings for future Subscription Terms, the pricing floor for the Listings may be adjusted as mutually agreed upon by both parties. The pricing floor for the initial Listings will otherwise continue to apply throughout the entire initial Subscription Term and any subsequent renewal Subscription Terms.

3.1 Fees. In consideration for the provision of the Service during the Subscription Term, Client shall pay to ENSO Connect the fees for Service specified on an Order Form (the “Fees”). Fees are: (a) fixed during the applicable Subscription Term; (b) quoted and payable in Canadian dollars (unless expressly agreed otherwise in an Order Form); (c) based upon the number of Listings; and (d) non-cancelable and non-refundable, except as otherwise expressly provided herein. Fees will be invoiced in advance and otherwise in accordance with the Order Form. Unless otherwise stated in the Order Form, invoiced Fees are due net 30 days from the invoice date. Client is responsible for ensuring the billing and contact information contained in the Order Form is accurate. Notice of any Fee increases will be provided by ENSO Connect to Client at least 30 days prior to the effective date of any such Fee increase. Notice of any Fee increases for Third-Party Software, or Third-Party Modules will be provided by ENSO Connect to Client at least 48 hours prior to the effective date of any such Fee increase.

3.2 Overdue Charges. Overdue amounts are subject to interest at a rate of two percent (2.0%) per month, or the maximum rate permitted by law, whichever is lower. If any charge owing by Client to ENSO Connect remains unpaid for 30 days after its payment due date, then ENSO Connect may, without limiting its rights and remedies, suspend Client’s use of the Service until such amounts are paid in full.

3.3 Taxes. The Fees are exclusive of all taxes imposed by applicable law in connection with the Fees, including, sales tax, goods and services tax, use, withholding or excise tax and all other like or similar taxes applicable to the provision of Service, and Client shall pay or reimburse ENSO Connect’s for all such applicable taxes (exclusive of taxes based on ENSO Connect’s income).

4.1 General. Client’s use of the Service is subject to the following restrictions and limitations. Client shall: (a) not (except as otherwise expressly provided herein) provide, disclose, sublicense or otherwise permit any person to access, use, read, disseminate, transmit, download or reproduce any Documentation or Software; (b) not adapt, translate, change, customize, enhance, augment, partially delete or alter, or otherwise modify, any Software in any manner or to any extent whatsoever, whether in whole or in part; (c) not, to the maximum extent permitted by applicable law, disassemble, decompile, reverse engineer, or otherwise in any manner deconstruct all or any part of the Software; (d) not be permitted to use the Service to act as a “service bureau” or in a time-sharing, application service provider or other similar model, to provide the benefit of the use of the Service to any person except as expressly permitted hereby; (e) not use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (f) not use the Service to store or transmit Malicious Code; (g) not disclose the results of any Software benchmark test without ENSO Connect’s prior written consent; (h) not have any right to access or obtain a copy of the object code or source code to the Software; (i) not interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (j) not attempt to gain unauthorized access to any Software, the Service or its related systems or networks; (k) not permit direct or indirect access to or use of any of the Service in a way that circumvents a contractual usage limit; (l) not frame or mirror any part of any of the Service; (m) not access any Service in order to build a competitive product or service; (n) use the Service only in accordance with applicable Documentation and applicable laws and government regulations; or (o) notify ENSO Connect promptly of any unauthorized access or use of the Service.

5.1 Acceptable Use Policy and Developer Guides. Client and its Authorized Users must comply with ENSO Connect’s Terms of Services (as herein defined) and Privacy Policy (as herein defined) during the Subscription Term.

5.2 Cooperation. Client shall be responsible to reasonably assist, cooperate and facilitate the provision of any of the Service, including the prompt provision of information and assistance that ENSO Connect may reasonably request that is required by ENSO Connect in order to perform its obligations under this Agreement. If Client fails to perform any obligation or provide any assistance, access, information or data specified in this Agreement, ENSO Connect shall be excused from its performance hereunder to the extent ENSO Connect is unable to perform as a result of such Client failure.

5.3 Notice of Unauthorized Use. Client must report to ENSO Connect immediately, and use reasonable efforts to stop immediately, any copying or distribution of the Service or other violation of this Agreement of which Client becomes aware.

5.4 Client Responsibilities. Client shall: (a) comply with the terms of this Agreement; (b) be responsible for the accuracy, integrity, and legality of Client Data and the means by which Client acquires and uses Client Data; and (c) be solely responsible for determining the suitability of the Service for Client’s business.

6.1 Ownership of Software.

(a) The Software and content and other products and services provided through the Service are protected by intellectual property and copyright laws and treaties worldwide. Client acknowledges and agrees that all right, title and interest whatsoever, in and to the Service, Software and the Documentation and other intellectual property and materials made available hereunder, including all intellectual property and other proprietary rights therein is, and shall be, owned solely and exclusively by ENSO Connect and/or its third party licensors.

(b) Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer or convey to or vest in Client any title, rights or interest in or to any intellectual property, including in or to the Service, Software or Documentation, other than the rights specifically and expressly granted herein. ENSO Connect reserves all rights not expressly granted to Client hereunder.

(c) Client shall promptly provide ENSO Connect with written notice of any use of, access to, disclosure of, reproduction, or transmission of any of the Software, Documentation or the Service that is in violation of the terms of this Agreement by any person of which it becomes aware.

6.2 Data.

(a) Subject to the license rights granted herein, ENSO Connect acknowledges and agrees that all right, title and interest whatsoever, in and to the Client Data including all intellectual property and other proprietary rights therein is, and shall be, owned solely and exclusively by Client.

(b) Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client is solely responsible for the selection and implementation of procedures and processes and controls regarding the access, security, encryption, use and transmission of Client Data to ENSO Connect and to ensure the back-up and recovery of any Client Data stored by ENSO Connect as part of the Service. Client is solely responsible to obtain all consents that are necessary or required under applicable laws to provide Client Data to ENSO Connect for processing in accordance with this Agreement and ENSO Connect’s Terms of Services and Privacy Policy.

(c) Subject to Client’s ownership of the Client Data, Client acknowledges and agrees that all right, title and interest whatsoever, in and to the ENSO Connect Data including all intellectual property and other proprietary rights therein is, and shall be owned solely and exclusively by ENSO connect. Client hereby grands ENSO Connect a perpetual, irrevocable, royalty-free, fully paid-up, transferable, worldwide right and license (with right of usblicense) to collect, analyze, use, disclose, copy, reproduce, create derivative works from and commercially exploit any Client Data incorporated in the ENSO Connect Data for any purpose, including to operate, perform, improve, and enhance the Service and to develop new services. For the avoidance of doubt, ENSO Connect may not use or disclose any Client Data in any manner that discloses the identity, or the Confidential Information, of Client.

6.3 Branding. ENSO Connect’s name, logo, brand, trademarks, service marks and brand names are owned by ENSO Connect, and no right is granted to Client to use any of the foregoing except as expressly permitted in this Agreement or by written consent of ENSO Connect.

6.4 Feedback. Client or its Authorized Users may provide feedback, ideas, comments, suggestions, enhancement or feature requests to ENSO Connect with respect to the Service (collectively, “Feedback”). Submissions of Feedback to ENSO Connect is voluntary. Feedback is subject to the following terms: (a) Client warrants that Feedback does not violate any confidentiality obligations that Client or its Authorized Users may have to third parties and that they do not contain proprietary rights of third parties; (b) Feedback becomes the property of ENSO Connect, and by submitting any Feedback Client hereby assigns to ENSO Connect, on the Client and its Authorized User’s behalf, all rights in and to such Feedback and waives all moral rights that Client and its Authorized Users have; (c) ENSO Connect is free to disclose and use (or refuse to disclose or use) any Feedback at its sole discretion; and (d) Client and its Authorized Users are not entitled to any compensation or reimbursement of any kind under any circumstances.

7.1 Warranties Made by Client in Connection with Client’s use of the Service. Client represents and warrants that Client will not use the Service:

(a) in a manner that infringes, violates or misappropriates any rights of any third-party;

(b) to engage in, promote or facilitate illegal activities;

(c) to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any deceptive practices such as posing as another service for the purposes of phishing or pharming, altering or obscuring any mail headers, creating forged or non-standard protocol headers, such as altering source addresses, etc., assuming the identify of any user of the Service without that user’s permission;

(d) in any manner to interfere or attempt to interfere with the functionality or proper working of the Service, including but not limited to participating in any flooding or denial or service activities of any kind; or

(e) Use any automated system including but not limited to robots, spiders, offline readers, crawlers, scrapers to access, copy, maintain or compile the Services or content thereon for any purpose.

7.2 Warranties Made by Client in Connection with Client Data. In connection with the Client Data, Client represents and warrants:

(a) that Client has the necessary rights and licenses, consents, permissions, waivers and releases to use and display the Client Data on the Service; and

(b) that the Client Data does not: (i) violate, misappropriate or infringe any rights of any third-party; (ii) constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third-party; or (iii) that the Client Data does not contain Malicious Code.

7.3 No Other Warranties. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS CONCERNING THE SOFTWARE, THE SERVICE (INCLUDING

FUNCTIONALITY, PERFORMANCE, OPERATION OR USE BY CLIENT OR NON-INFRINGEMENT) AND ANY OTHER SERVICE, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ENSO CONNECT DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE (OR THAT ALL ERRORS CAN OR WILL BE CORRECTED) OR WILL MEET CLIENT’S REQUIREMENTS. ALL REPRESENTATIONS AND WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY DENIED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY THIRD-PARTY PRODUCTS AND SERVICES SUPPLIED OR UTILIZED ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER. CLIENT CONFIRMS THAT IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, CONDITION, COVENANT OR PROMISE MADE BY PROVIDER WHICH HAS NOT BEEN EXPRESSLY STATED IN THIS AGREEMENT.

8.1 General. The Client acknowledges and agrees that the Service contains proprietary and sensitive information of ENSO Connect. Client will protect the Service from unauthorized use and disclosure using the same means it uses to protect its own information and data of like importance, but in no event using less than a reasonable degree of care. The Client may only disclose the Service to its employees and consultants: (a) who have a need to know in order for the Client to use the Service in accordance with this Agreement; and (b) who are subject to binding confidentiality obligations with the Client regarding limitations on use and disclosure that are at least as restrictive as those in this Section 8. Client will immediately notify ENSO Connect of any unauthorized use or disclosure of the Service. Client agrees to reasonably assist ENSO Connect in remedying any such unauthorized use or disclosure.

8.2 Exceptions. The foregoing restrictions will not apply to the extent the Service (a) is previously known by the Client at the time of disclosure by ENSO Connect, without restriction; (b) has become publicly known through no wrongful act of the Client; (c) has been rightfully received from a third-party authorized to make such communication without restriction; (d) has been independently developed by the Client without reference to Service as evidenced by written record; or (e) is required by law to be disclosed; provided that if the Client is required to disclose the Service pursuant to an order under law, the Client must, to the extent not prohibited by applicable law, give the ENSO Connect sufficient notice of such disclosure to allow a reasonable opportunity to object to and to take necessary legal action to prevent such disclosure.

9.1 Subscription Term. This Agreement commences once the proposal is accepted and signed, and continues until the Subscription Term has expired or this Agreement has been terminated in accordance with its terms. The Subscription Term shall initially be for a fixed one (1) month, quarter, or year term depending on the package selected. Unless otherwise expressly agreed to by the Parties in writing on the Order Form, following the end of the Subscription Term, this Agreement shall automatically renew on a monthly basis thereafter. The agreement will automatically renew until either Party provides the other Party with written notice of the termination of the Agreement at least sixty (60) business days prior to such desired termination date.

9.2 Termination by ENSO Connect. ENSO Connect may terminate this Agreement and/or the Client’s license to use the Service at any time upon written notice to Client if Client breaches any material provision hereof and fails to cure such breach within ten (10) days after receiving written notice of such breach from ENSO Connect. In addition, ENSO Connect may terminate this Agreement and/or the Client’s license to use the Service if Client directly or indirectly commences legal action in respect of or otherwise challenges the validity of the intellectual property rights in the Service.

9.3 Suspension. Upon providing Client with written notice, ENSO Connect may immediately suspend Client’s license and/or privilege to use the Service, which suspension shall be without any liability to ENSO Connect if ENSO Connect has reason to believe (a) Client’s use of the Service will disrupt or threaten the use of the Service; (b) Client has breached any material term of this Agreement; or (c) there has been or may be a violation of the rights of a third-party, violation of any applicable laws or misrepresentation in connection with Client’s use of the Service; or (d) Client is using the Service to (i) interfere or attempt to interfere with the functionality or proper working of the Service, including but not limited to participating in any flooding or denial or service activities of any kind; or (ii) engage in, promote or facilitate illegal activities; (e) the Client Data (i) infringes, violates or misappropriate any rights of the ENSO Connect or any third-party; (ii) constitutes defamation, invasion of privacy or publicity, or otherwise violates any applicable law or regulation, or (iii) contains Malicious Code.

9.4 Effect of Termination. Upon expiration or termination of this Agreement, the rights granted under this Agreement and any Order Forms will be immediately revoked and ENSO Connect may immediately deactivate Client’s account and access to the Service. ENSO Connect may keep copies of Client Data to the extent necessary for the performance of its obligations under this Agreement or as required under applicable law. In no event shall any termination relieve Client of the obligation to pay any outstanding Fees due and not yet paid to ENSO Connect.

10.1 Third Party Products. Client acknowledges that, depending on the Service configuration and deployment option selected by Client, the use of the Service may require the use of certain third party products or services that are set out or referenced in the Order Form (the “Third Party Products”). Client agrees that ENSO Connect has no responsibility or obligation to supply, or any liability whatsoever concerning, the Third Party Products and that Client shall be solely responsible for sourcing, acquiring and licensing such Third Party Products directly from the applicable Third Party Products vendors (unless the Parties otherwise agree in writing).

11. LIABILITY

11.1 Indemnity. Client agrees to indemnify, hold harmless, and, upon ENSO Connect’s request, defend ENSO Connect and the ENSO Connect Parties from and against all third party claims, actions and demands, and all resulting liabilities, damages and losses of any type, expenses (including reasonable legal fees), settlements, or judgments suffered or incurred by such parties and that result or arise from: (a) ENSO Connect’s authorized access to and use of any Client Data (including Client’s failure to comply with all applicable laws, including any applicable data protection laws); (b) Client’s use of the Software and Service (but exclusive of any claim or action to the extent attributable to ENSO Connect’s breach of this Agreement); and (c) a breach of the Agreement by Client. The foregoing indemnity shall survive any termination or expiration of the Agreement.

11.2 No Indirect Damages. ENSO CONNECT SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITH RESPECT TO LOSS OF OR DAMAGE TO DATA, LOST PROFITS OR SAVINGS OR BUSINESS INTERRUPTION, TRADING LOSSES OR TRANSACTION LOSSES OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS) OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY CLIENT OR ANY THIRD PARTY HOWSOEVER CAUSED (WHETHER RESULTING FROM IMPAIRED OR LOST DATA, DATA BREACHES, SOFTWARE OR COMPUTER FAILURE, SUPPORT FAILURE, OR ANY OTHER CAUSE) AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Limitation of Liability. ENSO CONNECT’S TOTAL AGGREGATE LIABILITY AND OBLIGATION TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY CONNECTION WITH THE SOFTWARE, SERVICE AND THIS AGREEMENT, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE) SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED AND SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT HEREUNDER FOR THE SERVICE DURING THE SIX MONTHS PRECEDING THE MOST RECENT CLAIM.

12.1 Client shall maintain accurate records necessary to verify the number of Authorized Users. Within 30 days of delivery of a written request by ENSO Connect, Client shall provide ENSO Connect with (a) copies of such records; or (b) alternatively at ENSO Connect’s sole discretion, a report regarding the Service being utilized by Client, the number of Authorized Users authorized to use the Service and the number of active listings. If Client has more Authorized Users or active listings as part of the Service than Client has paid for, Client shall pay the applicable Fees for the additional Authorized Users or active listings, commencing on the date such Authorized Users or active listings began using the Service through the remainder of the Subscription Term.

13.1 The terms and conditions of ENSO Connect’s (a) Terms of Service (the “Terms of Service”) located here: https://www.ensoconnect.com/company/terms-of-use; and (b) privacy policy located here: https://www.ensoconnect.com/company/privacy-policy (“Privacy Policy”) are hereby incorporated by reference into this Agreement. To the extent that any terms of this Agreement conflict with those of the Terms of Service or the Privacy Policy, the terms of this Agreement shall prevail.

14.1 Marketing. ENSO Connect may announce Client as one of ENSO Connect’s new customers as part of a press release issued by ENSO Connect and include Client’s logo or name on ENSO Connect’s website, at its discretion.

14.2 Survival. Unless and to the extent otherwise specified herein, all terms of this Agreement which by their nature extend beyond its termination, remain in effect until fulfilled, and apply to the Client’s respective successors and assigns.

14.3 Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms), without the consent of the other Party, to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and enure to the benefit of the Parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section 14.3 shall be void.

14.4 Exclusivity. The relationship hereunder is non-exclusive. Nothing in the Agreement shall prevent ENSO Connect from providing any services to any other person or Client from procuring services from another person.

14.5 Relationship of the Parties. ENSO Connect and Client are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties.

14.6 Compliance with Laws. Each Party agrees to fully comply with all laws applicable to their respective obligations pursuant to the Agreement. Client acknowledges that ENSO Connect is providing the Service for Client’s use in the support or conduct of its business and that Client, and not ENSO Connect, is solely responsible to ensure that Client’s use of the Service is in compliance with all applicable laws.

14.7 Jurisdiction. The Agreement shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada. For the purpose of all legal proceedings, the Agreement shall be deemed to have been performed in the Province of Ontario, Canada and the parties hereto expressly confirm that the law of the Province of Ontario is the proper law. The parties hereto irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder.

14.8 Dispute Resolution. Any dispute, controversy or claim (collectively, “Dispute”) arising in connection with this Agreement shall be settled by good faith negotiation between the Parties and, if not so resolved within thirty (30) days from delivery of a request to negotiate, ENSO Connect shall be entitled, but not obligated, to refer the Dispute to mediation or binding arbitration, at its discretion. If ENSO Connect issues a notice of mediation or arbitration, the Client hereby consents to the submission of the Dispute to the mediator or arbitrator.

14.9 Notices. All notices or approvals required or permitted under the Agreement will be in writing and delivered by email transmission, overnight delivery service or certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent: (a) to ENSO Connect at the address specified on the Order Form; and (b) to Client at the physical or electronic email address provided on the Order Form. For notices sent by email the date of receipt will be deemed the date on which such notice is transmitted.

14.10 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations which may be delayed but not excused) due to circumstances beyond such Party’s reasonable control, including acts of God, acts of government, flood, fire, epidemics, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such Party’s employees), service disruptions involving hardware, software or power systems not within such Party’s reasonable control, Internet or telecommunications outages and denial of service attacks. Performance times shall be considered extended for a period equivalent to the time lost because of any such delay.

14.11 Official Language. It is the express wish of the Parties that the Agreement be drawn up in English. La volonté expresse des parties aux présentes est que ce Agreement soit rédigé en anglais. The parties hereto hereby waive any right to use and rely upon any other language.

14.12 Entire Agreement. This Agreement and any Order Forms represent the entire agreement of the Parties concerning its subject matter and is intended to be the final expression of their agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. In the event of any inconsistencies or conflicts between the terms of this Agreement and the terms of any Order Form, the terms of this Agreement will prevail to the extent of the conflict or inconsistency, unless otherwise specifically and expressly stated in the Order Form.

14.13 Waiver. No delay or omission by a Party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights.

14.14 Equitable Relief. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

14.15 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

14.16 Electronic Signatures; Counterparts. This Agreement may be executed in counterparts and/or by facsimile or electronic signature and if so executed shall be equally binding as an original copy of this Agreement in ink by both Parties.