Waterloo Intuition & Technology Corporation

General Terms and Conditions Applicable To All Services

The following general terms and conditions in this agreement (the “GT&C Agreement”) apply to Waterloo Intuition & Technology Corporation (“WITco”) provision of services outlined in WITco Service Agreements (the “Service Agreement”) and sets out the basic rights, obligations, and limitations of WITco and its Customers (the “CUSTOMER”). All the terms and conditions contained herein bind both WITco and the CUSTOMER and are subject to change from time to time at the sole discretion of WITco, without any prior notice to the CUSTOMER.

1. Services

1.1 WITco agrees to supply to CUSTOMER the services described in one or more Service Agreements (the “Services”) in accordance with this GT&C Agreement. CUSTOMER agrees to receive and pay for the Services from WITco in accordance with this GT&C Agreement.

1.2 In the event a difference exists between a term or condition in this GT&C Agreement and a term or condition in the Service Agreement, the term or condition in the Service Agreement shall prevail and take precedence over the term or condition in this GT&C Agreement.

2. Term

Agreement shall commence on the commencement date specified in the Service Agreement (the “Effective Date”) and shall remain in effect for the period outlined in Service Agreement (“Term”) unless terminated by either party as permitted by this GT&C Agreement. This Agreement will automatically renew for successive terms equal in duration to the initial Term unless written notice is provided by either party to the other, at least sixty (60) days prior to the expiration of the initial Term or any renewal Term, confirming its desire to terminate the Service Agreement at the end of its current term as defined in the Service Agreement. Upon termination of this Agreement, the CUSTOMER will return to WITco all property that is owned by WITco.

3. Compensation

3.1. All Services provided are invoiced as defined in the Service Agreement. Prior to commencement of services, WITco may require payment for certain services or to cover the cost of equipment, licences, or other services as defined in the Service Agreement. The CUSTOMER shall pay all invoices no later than fifteen (15) days after the date the invoice is issued. For certain services, as defined in the Service Agreement, the CUSTOMER shall pay all invoices no later than seven (7) days after the date the invoice is issued.

3.2. Upon thirty (30) days or greater written notice, WITco may change any fees payable under the Service Agreement. CUSTOMER is solely responsible for payment of any taxes (including without limitation HST, sales, use, capital, intangible, and property taxes) resulting from the CUSTOMER’s purchase or use of the Services. CUSTOMER agrees to hold harmless WITco from all claims and liability arising from CUSTOMER failure to report or pay such taxes in a timely fashion.

3.3. Some services and rates provided by WITco are governed by certain regulatory filings. These filings are demonstrable by referencing the corresponding authority such as the CRTC in Canada, the FCC in the United States, and others internationally. If any of these filings are revised, and the impact is deemed material, WITco reserves the right to amend its pricing to accommodate any material change of our pricing structure. Material is deemed to be any amount more than 2 percent. For purposes of interpretation, this will be treated similarly to how taxes are levied and revised within term.

3.4. Invoices outstanding for more than thirty (30) days after the date of invoice shall bear interest at maximum monthly rate allowed under Ontario law and such interest charges shall accrue from and after the due date of payment to the date that payment is received by WITco.

3.5. In the event of non-payment of an invoice, WITco may, in addition to all other rights and remedies under this Agreement and in law, suspend the provision of any or all Services. Any such suspension of Services shall not constitute the termination of this Agreement. If WITco is required to bring legal action for the recovery of any amounts due hereunder, the CUSTOMER agrees to be responsible for, and to reimburse WITco for, the payment of reasonable legal fees and costs incurred by WITco In the case of late payment of an invoice, or if WITco is concerned regarding the CUSTOMER’s credit worthiness, WITco reserves the right to require the CUSTOMER to start a pre-authorized Payment plan to mitigate the potential of non-payment. In such circumstances, the CUSTOMER shall authorize the payment to WITco from a Canadian bank, or similar institution acceptable to WITco, of a fixed monthly amount that will not exceed the recurring or delayed charges included in the price payable each month during the Term.

3.6. All invoices will be sent by email to the CUSTOMER contact that is indicated on the signed Service Agreement.

4. Termination

4.1. Upon giving sixty (60) days prior written notice to WITco, the CUSTOMER may, during the initial Term or any renewal Term and without cause, terminate: (a) any one of the Services specified in the Service Agreement or (b) this Agreement; provided, however, that in either case, the CUSTOMER shall pay WITco, upon written demand in one lump sum as liquidated damages and not as a penalty, 100 percent of the total monthly revenue for the terminated Services multiplied by the number of months and any portions thereof remaining in the Term.

4.2. CUSTOMER acknowledges that there are set-up costs that are individual to the customer and must be re-couped under this Agreement and agrees that the provision in section 4.1 is a pre-estimate of damages and not oppressive.

4.3. WITco may terminate this Agreement upon written notice to the CUSTOMER if: (a) the CUSTOMER commits any act of bankruptcy within the meaning of the Bankruptcy and Insolvency Act (Canada), if any bankruptcy or insolvency proceeding is taken against the CUSTOMER, if the CUSTOMER makes any voluntary assignment for the benefit of its creditors, if a receiver takes possession of any of the CUSTOMER’s property, or if the CUSTOMER ceases to carry on business in the normal course; or (b) the CUSTOMER fails to make full payment of any invoice within sixty (60) days after the date of the invoice; or (c) the CUSTOMER fails to cure to WITco’s sole satisfaction any material default under this Agreement, which default is not cured to WITco’s sole satisfaction within fifteen (15) calendar days of receiving written notice describing the nature of such default from WITco.

4.4. If the CUSTOMER terminates this agreement prior to installation of services for what ever reason, CUSTOMER will remain responsible for any costs that are experienced by or assessed to WITco which can include costs outside of WITco’s control. These charges can include design, engineering, and interim construction charges. CUSTOMER agrees that construction and installation delays are outside of WITco’s control and dates, and timelines provided prior to and at the time of signature or estimates only. These charges may also include equipment or services provided by WITco for the provided service.

4.5. At termination or at the end of the agreement, and at the request of WITco, the customer is responsible for the return of all WITco provided equipment and other items indicated at the time of the request. Failure to do so within 60 days of the request by WITco may result in additional one-time charges to of the replacement value of the equipment. CUSTOMER is responsible to obtain the appropriate size box and packing material, packing the equipment securely to prevent shifting or damage and will ensure that equipment is wrapped with at least 2 layers of packing material and place in the box. CUSTOMER also agrees to return the equipment using a traceable carrier, such as FedEx, UPS or Canada Post and provide the tracking number.

5. Indemnity and Waivers

5.1. The CUSTOMER shall indemnify and save WITco, its affiliates, its directors, officers, employees and agents harmless from and against all loss, liability or damages of any type and expense, including without limitation reasonable legal fees and disbursements, arising from any and all claims by any third party, including without limitation end users and distributors (collectively, the “Third Party”), in connection with the use of the Services (and related equipment) by the CUSTOMER or any Third Party or in connection with the CUSTOMER’s failure to comply with its obligations under this Agreement, whether the failure is attributable to the CUSTOMER’s, or one or more other person’s, use of the Services with or without permission of the CUSTOMER.

5.2. Under no circumstances shall WITco, its affiliates, its respective directors, officers, employees, and agents, be liable to the CUSTOMER for any incidental, special or consequential damages, expenses, costs, liability, loss, or damage whatsoever.

5.3. Neither WITco, nor its affiliates, its respective directors, officers, employees and agents, shall be liable for any lost profits, anticipated revenue, loss of data, loss of use of any information system, lost business revenue, failure to realize expected savings or any other commercial or economic loss of any kind whatsoever arising out of or in connection with this Agreement or the provision of the Services, even if WITco has been advised of the possibility of such loss.

5.4. WITco, its affiliates, their successors and assigns, and their respective directors, officers, employees, and agents, are not liable for any failure or delay in performance here under if such failure is due, in whole or in part, to any cause beyond WITco’s reasonable control.

5.5. This section shall apply even in the event of a breach of condition, a breach of an essential or fundamental term or a fundamental breach of this Agreement. The indemnities contained within this section shall survive termination of this Agreement for the maximum time permitted by law.

6. Limitation of Liability

6.1. The aggregate liability of WITco to the CUSTOMER under or in connection with the Service Agreement, whether arising from tort (including negligence), breach of contract or otherwise, shall in no event exceed the aggregate amount of fees paid and payable by CUSTOMER to WITco under the Service Agreement, or Service Agreements in the case there are more than one Service Agreement, during the sixty (60)days prior to the date when such liability arises.

6.2. Neither party shall be liable for any loss of profits, loss of business or goodwill, interruption of business or any type of special, indirect or consequential loss, even if such loss was reasonably foreseeable or such party has been advised of the possibility of incurring the same.

6.3. The parties agree that WITco bears no responsibility for protecting the CUSTOMER against cyber risk, cyber breaches or cyber attacks. Unless agreed to in writing under a Service Agreement, the CUSTOMER’s cyber security is solely the responsibility of the CUSTOMER.


7. Change Request for Service

7.1. If the CUSTOMER wishes to order additional services or make a change to the Services, the CUSTOMER may submit to WITco a change request in writing via email, detailing the change in the Services being requested.

7.2. WITco will amend the existing Service Agreement or create a new Service Agreement to cover the agreed-upon changes.

8. Permitted Service Suspension

8.1. The CUSTOMER agrees that it may be necessary for WITco to temporarily suspend service for technical or maintenance reasons, the timing of which, other than emergency maintenance, will be agreed upon in advance. The parties may agree to regularly scheduled maintenance windows for this purpose. Such a suspension of service will not be considered network or service unavailability for the purposes of the Service Agreement.

8.2. Without incurring liability, WITco may immediately and without notice: (i) discontinue or suspend the Services; (ii) cancel a request for the Services; or (iii) temporarily block service to a particular jurisdiction, sector, authorized code or other criteria, as WITco determines, if WITco deems such action is necessary, either to prevent improper use, as outlined in this GT&C Agreement or the Service Agreement, or to protect against fraud or the commission of suspected illegal activities, or to otherwise protect its personnel, agents, facilities or services.

9. Compliance with Laws

The CUSTOMER agrees to comply with all applicable laws relating to the use of the Services. Without limiting the generality of the foregoing, the CUSTOMER shall not use the Services to upload, download or transmit any illegal content.

10. Confidentiality

The CUSTOMER agrees that the terms and provisions of its Service Agreement or Service Agreements with WITco and the website link to this GT&C Agreement shall remain strictly confidential and may not be disclosed to any Third Party without the express written consent of WITco, which consent may be arbitrarily withheld.
The receiving party agrees that it shall not use the confidential information of the disclosing party other than as required for the performance of this GT&C Agreement and the Service Agreement and shall take all reasonable security measures to protect against unauthorized access, such measures to be of the same standard of care as the receiving party uses for its own confidential information and in any event no less than a commercially reasonable standard of care. Upon request, the receiving party shall return all tangible material concerning the confidential information of the disclosing party.

11. Governing Law

This Agreement shall be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. CUSTOMER and WITco attorn to the exclusive jurisdiction of the Courts of Ontario and CUSTOMER and WITco attorn to the exclusive venue for litigation at Waterloo, Ontario, Canada.

12. Force Majeure

WITco shall not be liable for failure to perform or delay in performance of its obligations due to fire, flood, extreme weather, strike or other labour difficulty, act of God, act of any governmental authority or of the CUSTOMER, embargo, fuel or energy shortage, car shortage, wrecks, or delays in transportation, pandemic, or due to any other cause beyond WITco’s reasonable control. In the event of delay in performance due to any such cause, the date of delivery, time for completion or performance of the Services will be extended by a period reasonably necessary to overcome the effect of such delay.

13. Notice

Every notice, approval, request, authorization, direction or other communication under this GT&C Agreement may be given in writing to the party at the address set out in the Service Agreement for such party and will be deemed to have been delivered and given for all purposes (i) two business days after deposit with a commercial overnight carrier, with written verification of receipt; or (ii) five business days after deposit at a post office for delivery by registered mail, with written verification of receipt; or (iii) upon completion of transmission, if sent via facsimile, with a confirmation of successful transmission; or (iv) by e-mail for the purposes of section 7.1 a) herein.

14. Severability

The invalidity or unenforceability of any portion or provision of this GT&C Agreement shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be severed from this GT&C Agreement and the balance of this GT&C Agreement shall be construed and enforced as if this GT&C Agreement did not contain such invalid or unenforceable portion or provision.

15. Assignment

This GT&C Agreement shall be binding on WITco and CUSTOMER and their respective successors in interest and assigns. CUSTOMER shall not have the power to assign or subcontract this Agreement without the prior written consent of WITco.

16. Receivables Assignment

WITco, at its sole discretion, shall have the right to assign monies payable under this GT&C Agreement and the Service Agreement to a financing partner whether pursuant to a lease, a conditional sale, receivable sale or otherwise, (a) all or any part of the payments due under this GT&C Agreement and the Service Agreement; and (b) WITco’s rights under this GT&C Agreement and the Service Agreement to any service or product provided for in this GT&C Agreement and the Service Agreement, in such case to secure its obligations in connection with the financing of and or provision of such service or product. CUSTOMER shall make all payments under this GT&C Agreement and the Service Agreement to WITco provided that WITco is not in default of an assignment agreement with a financing partner (“Default”) for all or part of the payments under this GT&C Agreement and the Service Agreement. In the event of a Default, the financing partner may notify CUSTOMER of the Default and direct CUSTOMER in writing to remit the payments under this GT&C Agreement and the Service Agreement directly to such Financing Partner. Upon receipt of and in accordance with such notice and direction, CUSTOMER agrees to make the payments under this GT&C Agreement and the Service Agreement directly to the Financing Partner. The CUSTOMER will be required to sign an acknowledgement with respect to their concurrence with said assignment and direction to make such payments directly to the assignee in the event of a Default by WITco.

17. Survival

All terms and conditions of this GT&C Agreement and the Service Agreement, which by their nature extend beyond the terms hereof or which are required to ensure that WITco and CUSTOMER fully exercise their rights and perform their obligations hereunder, shall survive the completion or earlier termination of this GT&C Agreement and the Service Agreement.

18. Service Agreement or Service Agreements and this GT&C Agreement

The terms and conditions set forth in this GT&C Agreement and the Service Agreement constitute the full and final expression of the sale of the Services to the CUSTOMER by WITco. This GT&C Agreement and the Service Agreement constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto.

19. Modification

WITco reserves the right to modify this agreement from time to time. CUSTOMER agrees to review this GT&C Agreement and the Service Agreement periodically to ensure CUSTOMER is apprised of the terms of service contained within this GT&C Agreement and the Service Agreement.

20. Relationship

The relationship of WITco to the CUSTOMER will be that of an independent contractor, and neither WITco nor any employee of WITco will be deemed to be an agent or employee of the CUSTOMER.