Terms of Service

Last updated: November 1, 2021

These managemate Terms of Service (the “Terms of Service”) apply to Customer’s access to and use of the managemate Platform (as defined in Section 1 below). These Terms of Service, together with the order or online signup form referencing these Terms of Service (the “Order Form”, and collectively with the Terms of Service, the “Agreement”), form a binding legal agreement between Building Trust Corporation dba managemate (“managemate”, “us”, “we”, “our”) and Customer. The term “Customer” refers to the organization agreeing to these Terms of Service or, if the Terms of Service are being agreed to by an individual who is not formally affiliated with an organization, Customer is such individual. The “Parties” refer to managemate and Customer and “Party” refers to each of managemate and Customer.

By using the managemate Platform (including the Website), Customer acknowledges that Customer has read, accepts and agrees to be bound by and comply with the terms and conditions set out in this Agreement, as amended from time to time in accordance with Section 13.l. If Customer does not accept and agree to be bound by this Agreement, Customer will immediately cease any further use of the managemate Platform.

Customer represents and warrants to managemate that Customer has the capacity to enter into this legally binding agreement. If Customer is using the managemate Platform on behalf of another person, Customer hereby represents and warrants to managemate that Customer has the authority to bind such person to this Agreement.

1.  Definitions

Capitalized terms used in this Agreement but that are not defined in this Section have the meanings set forth elsewhere in the Agreement.

“Customer Data” means any data, information, content, records, and files that Customer (or any of its Users) loads, transmits to, makes available to, or enters into the managemate Platform, including but not limited to Personal Information.

“Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

“Personal Information” has the meaning given to that term in the Privacy Policy.

“Website” means any websites used by managemate to provide the managemate Platform, including the websites located at https://app.managemate.ca.

“managemate Platform” means managemate’s online platform through which managemate makes available its multi-tenant residential building governance and management platform and related services.

2.  The managemate Platform

a.  Provisioning of the managemate Platform.  Subject to Customer’s compliance with the terms and conditions of this Agreement, managemate will make the managemate Platform available to Customer on the terms and conditions set out in this Agreement during the Term. Customer is responsible for identifying and authenticating all Users and for all Users’ use of the managemate Platform in compliance with this Agreement.

b.  Restrictions of Use.  Customer acknowledges and agrees that it is responsible for the compliance by all Users with any guidelines and policies published by managemate from time to time and for the use by all Users of the managemate Platform. Without limiting the generality of any of the foregoing, Customer must not itself, and will not permit others to:

i.  sub-license, sell, rent, lend, lease or distribute the managemate Platform or any intellectual property rights therein or otherwise make the managemate Platform available to others;

ii.  use the managemate Platform to permit timesharing or service bureau use;

iii.  use or access the managemate Platform: (A) in violation of any applicable law or intellectual property right; (B) in a manner that threatens the security or functionality of the managemate Platform; or (C) in any manner not expressly permitted in this Agreement;

iv.  damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the managemate Platform, managemate’s systems or managemate’s provision of services to any third party, in whole or in part;

v.  use the managemate Platform to send, upload, create, collect, transmit, store, use post, publish or process any Customer Data: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; that Customer does not have the lawful right to send, upload, create, collect, transmit, store, use post, publish or process; (B) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (C) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;

vi.  Modify the managemate Platform or reverse engineer, de-compile or disassemble the managemate Platform;

vii.  remove or obscure any proprietary notices or labels on the managemate Platform, including brand, copyright, trademark and patent or patent pending notices;

viii.  access or use the managemate Platform for the purpose of building a similar or competitive product or service; or

ix.  perform any vulnerability, penetration or similar testing of the managemate Platform.

c.  Suspension of Access; Scheduled Downtime; Modifications.  managemate may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

i.  suspend Customer’s access to or use of the managemate Platform or any component thereof: (A) if managemate believes in good faith that Customer or any User has violated any provision of this Agreement; (B) to address any emergency security concerns; (C) for scheduled maintenance; (D) due to a Force Majeure; or (E) if required to do so by a regulatory body or as a result of a change in applicable law; and

ii.  Modify the managemate Platform.

d.  Updates.  Customer is required to accept all patches, bug fixes and updates made by or on behalf of managemate to the managemate Platform.

e.  Subcontracting. managemate may engage third parties to assist managemate in providing the Platform.

3.  Support

Unless otherwise set forth in the Order Form, Customer will generally have access to managemate’s technical support services (“Support Services”) from 9 am to 5 pm EST, Monday to Friday through email at concierge@managemate.ca.

4.  Service Level Availability

managemate will make commercially reasonable efforts to provide make the managemate Platform available to Customer on a 24 x 7 x 365 basis with an objective of achieving 99.00% availability for each calendar month, excluding downtime or suspension of the managemate Platform in accordance with Section 2.c.i (the “Availability Service Level”). If managemate fails to meet its Availability Service Level in any calendar month during the Term and Customer submits a written request for a credit within seven (7) days of the end of such calendar month, then Customer will be entitled to credits as follows:

Availability Service Level Credit as a percentage of the fee paid for the applicable month:
99.00% or greater: N/A
98%-98.99%: 5%
Under 97.99%: 10%

The credits available to Customer under this Section 4 state managemate’s sole liability and entire obligation and Customer's exclusive remedy for any breach by managemate of the Availability Service Level.

5.  Ownership; Reservation of Rights

Customer retains all of its rights, title and interest, including all intellectual property rights, in and to Customer Data. Customer grants to managemate a non-exclusive right to access, use, process, store, collect, disclose, and transmit Customer Data during the Term to: (i) provide the managemate Platform; (ii) improve and enhance the managemate Platform and for other managemate offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Customer (such data, information and materials, the “Aggregated Data”). managemate may use Aggregated Data for any purpose and without restriction or obligation to Customer.

managemate or its licensors retain all ownership and intellectual property rights in and to: (A) the managemate Platform; (B) anything developed or delivered by or on behalf of managemate under this Agreement; and (C) any Modifications to the foregoing (A) and (B). All rights not expressly granted by managemate to Customer under this Agreement are reserved.

managemate may use any suggestions, comments or other feedback relating to any aspect of the managemate Platform ("Feedback"), in or to improve the managemate Platform or in any other managemate products or services (collectively, "managemate Offerings"). Accordingly, Customer agrees that: (I) managemate is not subject to any confidentiality obligations in respect to Feedback; (II) Feedback is not confidential or proprietary information of Customer or any third party and Customer has all of the necessary rights to disclose the Feedback to managemate; (III) managemate may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any managemate Offerings; and (IV) Customer is not entitled to receive any compensation or reimbursement of any kind from managemate in respect of the Feedback.

6.  Privacy

Customer understands that Personal Information, including the Personal Information of Users, will be treated in accordance with managemate’s privacy policy located at https://www.managemate.ca/privacy-policy (the “Privacy Policy”).

7.  Customer User Accounts

Upon the creation of a Customer account, or at the request of Customer, managemate will issue one or more accounts (each, a “User Account”) to Customer for use by individuals who are representatives or personnel of Customer that Customer wishes to have access to and use of the managemate Platform on Customer’s behalf (each, a “User”). Customer will designate one or more User Accounts as administrator accounts, which provide Customer with the capability to administer, maintain, and manage certain features of and subscription to the managemate Platform.

Customer will ensure that Users only use the managemate Platform through their designated User Account. Customer will not allow any User to share their User Account with any other person. Customer will promptly notify managemate of any actual or suspected unauthorized use of the managemate Platform. managemate reserves the right to suspend, deactivate, or replace one or more User Accounts if it determines that such User Account(s) may have been used for an unauthorized purpose.

Customer will ensure that all Users only use the managemate Platform in accordance with the Terms of Use available at https://www.managemate.ca/terms-of-use.

8.  Fees

a.  Fees.  Customer will pay to managemate all fees set forth in the Order Form (the “Fees”) in accordance with the payment terms set forth herein, unless otherwise set forth in the Order Form. Fees paid in advance are non-refundable.

b.  Disputed Invoices or Charges.  If Customer believes managemate has charged or invoiced Customer incorrectly, Customer must contact managemate no later than thirty (30) days after having been charged by managemate or receiving such invoice in which the error or problem appeared (whichever is later) in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

c.  Late Payment.  Customer may not withhold or setoff any amounts due under this Agreement. managemate reserves the right to suspend Customer’s access to the managemate Platform including Customer’s access to the managemate Platform until all due amounts are paid in full unless such amounts are under dispute in accordance with Section 8.b. Any late payment will be increased by managemate’s reasonable costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

d.  Taxes.  The Fees set out in the Order Form may not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of managemate.

e.  Suspension.  Any suspension of the Services by managemate pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under the Agreement.

9.  Confidential Information

a.  Definitions.  For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s vendors, owners, operations, customers, technology or business, and where Discloser is Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

b.  Confidentiality Covenants.  Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel, service providers or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

c.  Exceptions to Confidentiality.  Notwithstanding Section 9.b, Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of managemate, to potential assignees, acquirers or successors of managemate if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of managemate.

10.  Representations and Warranties; Disclaimer; Indemnity

a.  Mutual Representations and Warranties. Each Party represents, warrants, and covenants that: (i) it has full power and all necessary rights to enter into this Agreement; and it will carry out its obligations under this Agreement in compliance with applicable laws.

b.  Customer Warranty.  Customer represents and warrants to, and covenants with managemate that, the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable managemate to provide the managemate Platform, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to managemate and to or from all applicable third parties.

c.  DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, MANAGEMATE DOES NOT WARRANT THAT THE MANAGEMATE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MANAGEMATE PLATFORM. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE MANAGEMATE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MANAGEMATE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

d.  managemate Indemnity.

i.  managemate will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the managemate Platform infringes any third-party intellectual property right in Canada or the United States of America. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any (the “Excluded Claims”): (i) incorporation of the managemate Platform into, or any combination, operation, or use of the managemate Platform with, any products or services not provided or authorized by managemate, unless such infringement would also have resulted solely from the use of the managemate Platform without their incorporation in, or combination, operation or use, with such other products or services; (ii) modification of the managemate Platform other than by managemate or with managemate’s express written approval; or (iii) unauthorized use of the managemate Platform.

ii.  If the managemate Platform is, or in managemate’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if Customer’s use of the managemate Platform is enjoined or threatened to be enjoined, managemate may, at its option and sole cost and expense: (A) obtain the right for Customer to continue to use the managemate Platform materially as contemplated by this Agreement; (B) modify or replace the managemate Platform, in whole or in part, to seek to make the managemate Platform (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the managemate Platform under this Agreement; or (C) if managemate determines that neither of the foregoing two options are reasonably available, by written notice to Customer, terminate this Agreement and require Customer to immediately cease all use of the managemate Platform or part or feature thereof.

e.  Customer Indemnity. Customer will defend, indemnify and hold harmless managemate, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns (each, a “managemate Indemnitee”) against any and all Losses incurred by a managemate Indemnitee arising out of or relating to: (i) Customer Data; (ii) Customer’s breach of Section 2.b (Restrictions on Use) or Section 10.b (Customer Warranty); or (iii) Excluded Claims. Customer will fully cooperate with managemate in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of managemate.

11.  Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

a.  AMOUNT.  SUBJECT TO SECTION 11.C, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE MANAGEMATE PLATFORM IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

b.  TYPE.  SUBJECT TO SECTION 11.C, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

c.  Exceptions.  The exclusions and limitations in Sections 11.a and 11.b do not apply to: (i) either party’s indemnity obligations under Section 10; (b) Losses arising out of or relation to Customer’s breach of its obligations under Sections 2.b or 8; or (c) Losses arising out of or relating to a party’s willful misconduct or fraud.

12.  Term and Termination

a.  Term.  This Agreement is effective beginning on the earlier of: (i) the date Customer first uses the managemate Platform; or (i) the date Customer agrees to be bound by these Terms of Service; and will remain in effect for the Initial Term and any Renewal Term(s) specified in the Order Form (collectively, the “Term”), unless earlier terminated in accordance with this Agreement.

b.  Termination for Cause. Either Party may, in addition to other relief, terminate this if the other Party commits a material breach of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach.

c.  Survival.  The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 5 (Ownership; Reservation of Rights), Section 8 (Fees), Section 9 (Confidential Information), Section 10.b (Customer Warranty), Section 10.c (Disclaimer), Section 11 (Limitation of Liabilities), Section 12.c (Survival), and Section 13 (General Provisions).

13.  General Provisions

a. Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to managemate, to the following address: 501-401 Queens Quay West, Toronto, ON, Canada, M5V 2Y2, and (ii) if to Customer, to the current postal or email address that managemate has on file with respect to Customer. managemate may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with managemate current at all times during the Term.

b.  Assignment.  Customer will not assign this Agreement to any third party without managemate’s prior written consent. managemate may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

c.  Governing Law and Attornment.  This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, not including its conflict of law principles. The Parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

d.  Dispute Resolution.

i.  Collection Disputes.  Any Fee collection disputes arising out of the failure to pay by Customer will be commenced in and determined by a court of competent jurisdiction in the Province of Ontario or, at managemate’s discretion, in the jurisdiction of incorporation of the Customer. Each of the parties to this Agreement: (A) irrevocably and unconditionally consents and submits to the jurisdiction of such courts in any such action; (B) consents to service of process in accordance with the rules governing proceedings in any such court; and (C) irrevocably waives and covenants not to assert any objection to the laying of venue in any such court in any such action.

ii. Arbitration.

1.  Subject to Section 13.d.i, the Parties agree to use the process in this Section to resolve any controversy, dispute, or claim arising out of or relating to this Agreement, including its negotiation, validity, existence, breach, termination, construction, or application or the rights, duties, or obligations of any party to this Agreement (a “Dispute”). However, nothing will restrict or prohibit either Party from delivering a notice of arbitration at any time in order to protect its rights in relation to a Dispute. The arbitration provisions of this Agreement apply to claims by and against all parties and their affiliates, owners, guarantors, managers, directors, officers, employees, and representatives.

2.  If a Dispute occurs between the Parties so that one Party is considering legal action against the other Party, the Party considering the legal action will provide the other Party with a written request of a meeting between the Parties to attempt to resolve the Dispute in good faith. The Parties will attend and participate in a conciliation meeting within 30 days of the written request. Except where the Parties are seeking injunctive relief, no legal action will be taken by either Party until this meeting occurs or until after the 30 day period, whichever is earlier.

3.  If the Dispute is not resolved at the above conciliation meeting, the Dispute will be referred to and determined by arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada, Inc. (the “NADR Rules”). Either Party may commence the arbitration in accordance with the NADR Rules. The site of the arbitration will be Toronto, Ontario, Canada.

4.  The language of the arbitration will be English and the arbitral tribunal will be comprised of one arbitrator. If the Parties do not agree on the identity of the arbitrator within 15 days of the referral to arbitration, then the arbitral tribunal will be appointed by the ADR Institute of Canada. The arbitral tribunal will render its final award and the reasons for the award within 45 days of the conclusion of the hearing, unless such time is reduced or extended by the tribunal after giving the parties an opportunity to be heard. Any award or judgment on an award and any award for interim relief may be entered in any court having jurisdiction and will be final and binding on the parties and will not be subject to appeal.

5.  No Party is prohibited from seeking interim, interlocutory, or expedited remedies (including the use of arbitration rules providing for emergency measures of protection), in any forum having jurisdiction, including remedies to preserve or protect trademarks, Confidential Information, copyrights, or trade secrets or for extraordinary relief such as an injunction or eviction.

6.  In addition to any other restriction on the tribunal in this Agreement, in no event will the arbitral tribunal award, or have any jurisdiction to award, punitive or exemplary damages against any Party. No arbitration award will have an effect of preclusion or collateral estoppel in any other adjudication or arbitration.

e.  Export Restrictions.  Customer will comply with all export laws and regulations that may apply to its access to or use of the managemate Platform.

f.  Construction.  Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.

g.  Force Majeure.  Neither Party will be liable for delays caused by any event or circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving managemate’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”).

h.  Severability.  Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

i.  Waiver.  A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

j.  Independent Contractors.  managemate’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other Party.

k.  Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

l.  Amendments.  Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, managemate may unilaterally amend these terms of service, in whole or in part (each, an “Amendment”), by giving Customer prior written notice of such Amendment. Unless otherwise indicated by managemate, any such Amendment will become effective as of the date indicated by managemate in its notice of such Amendment.

m.  English Language.  It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.