1. Provisioning of the Laivly SaaS Services. Subject to the Customer’s and its Named Users’ compliance with the terms and conditions of this Agreement, Laivly will make the Laivly SaaS Services available to the Customer on the terms and conditions set out in this Agreement and based on the service package selected by the Customer during the purchase process on the Website (the “Service Package Terms”). The Customer is responsible for identifying and authenticating all Named Users, for ensuring only Named Users access and use the Laivly SaaS Service, and for Named Users’ compliance with this Agreement.
2. Service Package Terms. In order to access and use the Laivly Services, Customer must set up and account for the Laivly Services through the Website and select its Service Package Terms. In doing so, Customer may be presented with terms and conditions pertaining to the Fees, the length of Customer’s subscription to the Laivly Services, usage restrictions that apply to Customer’s access and use of the Laivly Services, and other terms and conditions applicable to Customer’s access and use of the Laivly Services. Any such terms and conditions presented to Customer are incorporated by reference into this Agreement.
3. Restrictions on Use. The Customer will not itself, nor will it permit others, including the Named Users, to:
   
   1. sub-license, sell, rent, lend, lease or distribute the Laivly SaaS Services or the Laivly On-Premise Software, or any intellectual property rights therein, or otherwise make the Laivly SaaS Services or the Laivly On-Premise Software available to others;
   2. use or access the Laivly SaaS Services or the Laivly On-Premise Software: (A) in violation of any applicable law or intellectual property right; (B) in a manner that threatens the security or functionality of the Laivly Platform; or (C) for any purpose or in any manner not expressly permitted in this Agreement;
   3. use the Laivly SaaS Services or the Laivly On-Premise Software to create, collect, transmit, store, use or process any Customer Data other than in accordance with this Agreement;
   4. upload to the Laivly Platform or the Laivly On-Premise Software or otherwise use the Laivly Platform or the Laivly On-Premise Software in connection with any documents, information or data that: (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) the Customer does not have the lawful right to create, collect, transmit, store, use or process; or (C) 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);
   5. Modify the Laivly SaaS Services or the Laivly On-Premise Software;
   6. copy the Laivly On-Premise Software;
   7. use the Laivly On-Premise Software outside of Customer’s environment;
   8. reverse engineer, decompile or disassemble the Laivly SaaS Services or the Laivly On-Premise Software or perform any vulnerability, penetration or similar testing of the Laivly SaaS Services or the Laivly On-Premise Software;
   9. remove or obscure any proprietary notices or labels on the Laivly SaaS Services or the Laivly On-Premise Software, including brand, copyright, trademark and patent or patent pending notices; or
   10. access or use the Laivly SaaS Services or the Laivly On-Premise Software for the purpose of building a similar or competitive product or service.
4. Suspension of Access; Scheduled Downtime; Modifications. Laivly may, from time to time, in its discretion and without limiting any of its other rights or remedies:
   
   1. suspend the Customer’s access to or use of the Laivly SaaS Services:
      
      1. for Routine Maintenance (as defined in the SLAs);
      2. due to a Force Majeure Event;
      3. if Laivly believes in good faith that the Customer or any Named User has violated any provision of this Agreement;
      4. to address any emergency security concerns; or
      5. if required to do so by a regulatory body or as a result of a change in applicable law; or
      6. if required to do so by a regulatory body or as a result of a change in applicable law; and
   2. make any Modifications to the Laivly SaaS Services or the Laivly On-Premise Software.
5. Subcontracting. Laivly may delegate or subcontract any or all of its obligations under this Agreement to third parties without notice to or the consent of the Customer. or any part of them. The delegating or subcontracting of all or any part of Laivly's obligations under this Agreement to any third party will not relieve Laivly from any obligation or liability under this Agreement. Laivly will, subject to any confidentiality provisions under this Agreement or otherwise upon the Customer’s request, make available to the Customer a list of Laivly's subcontractors who Process Customer Data to provide the Laivly Services (“Sub-processors”), together with a description of the nature of services provided by each Sub-processor.

6. Third Party Services. For any services or products provided by third parties that are included in the Laivly Services, Customer must agree to additional terms and conditions which govern its use of such services and products (the “Third Party Services”). The Laivly Platform and the Laivly On-Premise Software may contain features designed to interoperate with Third Party Services. Laivly cannot guarantee the continued availability of such Laivly Platform or the Laivly On-Premise Software features, and may cease providing them without entitling the Customer to any refund, credit, or other compensation, if, for example, and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Laivly Platform or the Laivly On-Premise Software features.

1. The Customer retains all ownership and intellectual property rights in and to the Customer Data. The Customer grants to Laivly a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit the Customer Data to: (i) provide the Laivly Services; (ii) improve and enhance Laivly or the Laivly Subcontractors’ products and services; and (iii) produce Aggregated Data and Usage Data. For clarity, the Aggregated Data and Usage Data does not contain any Personal Information.
2. Laivly or its licensors retain all ownership and intellectual property rights in and to: (i) the Laivly Services, including the Laivly Platform and the Laivly On-Premise Software; (ii) the Usage Data and the Aggregated Data; (iii) anything developed or delivered by or on behalf of Laivly under this Agreement; and (iv) any Modifications to the foregoing (i), (ii) and (iii) (collectively, the “Laivly Property”). All rights not expressly granted by Laivly to the Customer under this Agreement are reserved by Laivly.
3. To the extent that the Customer or any Named User submits ideas, suggestions, documents, or proposals regarding the Laivly Services to Laivly (“Feedback”), the Customer acknowledges and agrees that notwithstanding anything to the contrary set out in this Agreement: (i) the Feedback does not contain confidential or proprietary information and Laivly is not under any obligation of confidentiality with respect to the Feedback; and (ii) Laivly will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to the Customer for such use, provided that the Feedback cannot be used to identify Customer or Named Users.

1. Customer acknowledges that the Laivly On-Premise Software is necessary and required to access and use the Laivly SaaS Services. If Customer fails to download and install the Laivly On-Premise Software in accordance with Laivly’s instructions, then Laivly will have no responsibility or liability to provide the Laivly SaaS Services. Customer further acknowledges that the Laivly On-Premise Software and Laivly SaaS Services each together form part of the Laivly Services, and any Customer Data that is inputted by Customer to the Laivly On-Premise Software may be transmitted to the Laivly SaaS Services and vice versa.
2. Subject to the terms and conditions of this Agreement, Laivly hereby grants to Customer, during the Term, a revocable, non-exclusive, non-sublicensable, non-transferable, and limited licence to download, install, access, and use the Laivly On-Premise Software and to permit its Named Users to download, install, access, and use the Laivly On-Premise Software in connection with Customer’s access and use of the Laivly SaaS Services in accordance with this Agreement.
3. Laivly may, from time to time, make available to Customer new or Modified versions of the Laivly On-Premise Software (the “Updates”). The Updates will be delivered to Customer in a manner designated by Laivly, including through automatic downloads and installation on Customer’s systems.
4. The Laivly On-Premise Software may contain technological measures designed to prevent unauthorized or illegal use of the Laivly On-Premise Software. Customer acknowledges and agrees that: (i) Laivly may use these and other lawful measures to verify Customer’s compliance with the terms of this Agreement and enforce Laivly’s rights, including all intellectual property rights, in and to the Laivly On-Premise Software; and (ii) Laivly may deny any person access to, or use of, the Laivly On-Premise Software if Laivly, in its discretion, believes that person’s use of the Laivly On-Premise Software would violate any provision of this Agreement, regardless of whether Customer designated that person as a Named User. If Laivly has denied a person access to, or use of, the Laivly On-Premise Software in accordance with the foregoing subsection (ii), then Laivly will provide notice of such denial to Customer as soon as reasonable practicable, and such notice will include Laivly’s reasons for such denial.

1. Fees. The Customer will pay to Laivly the fees stated in the Selected Terms (the “Fees”). Unless otherwise noted in the Selected Terms, all Fees are identified in United States dollars. Except where prohibited by applicable law, pricing and availability of the Laivly SaaS Services is subject to change at any time prior to purchase. The Fees are automatically charged to Customer in accordance with Section 8(b) at the end of each billing period identified in the Selected Terms.
2. Payment Processing. To pay the Fees, the Customer will need to provide Laivly or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment, including the billing information requested on the Website or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to this Agreement. Laivly is not responsible for any error by, or other acts or omissions of, any Payment Processor. The Customer may pay for the Fees via credit card or any other manner then available on the Website or applicable Payment Processor’s platform. By submitting payment information to Laivly or the Payment Processor, the Customer authorizes Laivly or the Payment Processor to charge the applicable payment method at Laivly’s or their convenience (but within thirty (30) days of credit card authorization). Customer must ensure that the payment information that it has submitted to Laivly or the Payment Processor, as applicable is valid and can be used to process Customer’s payment of its Fees. The Customer represents and warrants that it will not use any credit card or other form of payment unless it has all necessary authorization to do so. Laivly reserves the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. The terms of the Customer’s payment will be based on its chosen payment provider and may be determined by agreements between the Customer and the financial institution, credit card issuer or other provider of the Customer’s chosen payment method. If Laivly, either through the Payment Processor or otherwise, does not receive payment from the Customer, the Customer agrees to pay all amounts due on its billing account upon demand. The Customer must keep a valid payment method on file with Laivly to pay for all incurred and recurring Fees.
3. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Laivly reserves the right to suspend the Customer’s access to the Laivly Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the 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.
4. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. The Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges, including any applicable interest and penalties payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Laivly.
5. Suspension. Any suspension of the Laivly Services by Laivly pursuant to this Agreement will not excuse the Customer from its obligation to make payments under this Agreement.
6. Free Trial. If Laivly makes available a free trial to the Laivly Services on the Website and if the Customer chooses such free trial, then Laivly will provide the Customer with a free trial of the applicable Laivly Services for a trial period not to exceed 30 days (the “Trial Period”). At any time during such Trial Period, Laivly may, in its sole discretion, terminate the Customer’s right to access the Laivly Services, and, notwithstanding any provision to the contrary in this Agreement, Laivly may, in its sole discretion, terminate this Agreement forthwith and the Customer will comply with its obligations under Section 12(c). Laivly will have no liability to the Customer or any person for termination of this Agreement by Laivly pursuant to this Section. Customer’s access and use of the Laivly Services may be subject to any additional terms and conditions presented on the Website, including terms and conditions limiting the number of Named Users. Upon the expiry of the Trial Period, Customer’s free trial of the Laivly Services will automatically convert to a paid subscription to the Laivly Services and will be subject to the Service Package Terms selected by Customer through the Website, unless Customer opts out of its subscription to the Laivly Services by using the opt out functionality available on the Website. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE TRIAL PERIOD THE LAIVLY SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND LAIVLY WILL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE LAIVLY SAAS SERVICES FOR THE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE LAIVLY’S LIABILITY WITH RESPECT TO THE LAIVLY SAAS SERVICES PROVIDED DURING THE TRIAL PERIOD WILL NOT EXCEED CAD$100.00. WITHOUT LIMITING THE FOREGOING, LAIVLY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO THE CUSTOMER THAT: (i) THE CUSTOMER’S USE OF THE LAIVLY SERVICES DURING THE TRIAL PERIOD WILL MEET THE CUSTOMER’S REQUIREMENTS; (ii) THE CUSTOMER’S USE OF THE LAIVLY SERVICES DURING THE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; OR (iii) DATA PROVIDED DURING THE TRIAL PERIOD WILL BE ACCURATE.

1. Definitions. For the purposes of this Agreement, the term “Confidential Information” means all information, technology, data, and other materials of any kind of a Party, or any of its Representatives, affiliates, customers, employees, licensors, or suppliers (“Discloser”) that has been or is obtained by or otherwise comes into the possession or knowledge of the other Party, or any of its Representatives, affiliates, customers, employees, licensors, or suppliers (“Recipient”), whether such information was obtained by or came into the possession of Recipient prior to, on, or after the Effective Date, whether communicated orally, in writing or otherwise, and whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, Confidential Information of a Discloser includes: (i) all of its notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other similar materials; (ii) information concerning the business, affairs, technology, operations, properties, assets, employees, customers, suppliers, contracts, prospects, research, processes or methods, strategies and product roadmaps of Discloser; (iii) any information concerning Discloser’s past, present or future customers, suppliers, technology or business; and (iv) any information which Recipient may discover, observe or otherwise becomes aware of during meetings between the Parties or Recipient’s visits to the offices or facilities of Discloser. For clarity and notwithstanding the foregoing, Customer’s Confidential Information will not include any Usage Data or Aggregated Data.
2. Exclusions from Confidential Information. Notwithstanding the foregoing, Confidential Information will not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was independently developed by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser; provided, however, that any Personal Information will constitute Confidential Information.
3. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times following the Term it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates, if and to the extent that such persons have a “need to know” such Confidential Information in connection with Discloser performing its obligations or exercising its rights under this Agreement, and provided that such persons have entered into written agreements containing provisions no less protective of such Confidential Information than those contained in this Agreement; (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 industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
4. Exceptions to Confidentiality. Notwithstanding Section 9(c), the Recipient may disclose the 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, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the 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) to potential assignees, acquirers or successors of Recipient, 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 Recipient.
5. Injunctive Relief. The Parties agree that either Party will be entitled to seek injunctive relief to prevent breaches of the provisions of Section 9 and to specifically enforce the provisions of Section 9 in addition to any other remedy to which such Party may be entitled at law or in equity.

1. Customer Warranty. The Customer represents and warrants to and covenants with Laivly: (i) that the Customer Data will only contain Personal Information in respect of which the Customer has provided all notices and disclosures (including to each Named User), obtained all applicable third-party consents and permissions and otherwise has all authority, in each case, as required by applicable laws, including Privacy Laws, to enable Laivly to perform its obligations and exercise its rights under this Agreement, including with respect to the Processing of Personal Information; and (ii) that Customer will comply with all applicable laws when accessing, using, and receiving the Laivly Services.
2. GENERAL DISCLAIMER. LAIVLY DOES NOT WARRANT THAT THE LAIVLY SERVICES WILL BE UNINTERRUPTED 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 LAIVLY SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE LAIVLY SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY LAIVLY TO THE CUSTOMER, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LAIVLY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, LAIVLY EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO THE CUSTOMER IN CONNECTION WITH THE CUSTOMER’S USE OF THE LAIVLY SERVICES (OR ANY PART OF THEM) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY THE CUSTOMER FOR ANY PURPOSE WHATSOEVER.
3. Customer Indemnity. The Customer will defend, indemnify and hold harmless Laivly, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party (including Named Users) claims (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) the Customer Data; (ii) the Customer’s breach of Section 2(b) or Section 6; or (iii) use of the Laivly Services (or any part of them) by the Customer or any Named User in combination with any third-party software, application or service. The Customer will fully cooperate with Laivly in the defense of any claim defended by the Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Laivly.
4. Indemnification Procedure. Laivly will promptly notify the Customer in writing of any claim for which Laivly believes it is entitled to be indemnified pursuant to this Section 10. Laivly will reasonably cooperate with the Customer at the Customer’s sole cost and expense. The Customer will promptly take control of the defense and investigation of such claim and will employ counsel of its choice to handle and defend the same, at the Customer’s sole cost and expense. Laivly’s failure to perform any obligations under this Section 10(d) will not relieve the Customer of its indemnity obligations under this Section 10(d). Laivly may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

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:

1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LAIVLY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT IN THE 12 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. IN NO EVENT WILL LAIVLY’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LAIVLY BE LIABLE TO THE CUSTOMER 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 OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

1. Term. This Agreement will commence on the Effective Date and continue for the duration of the subscription to the Laivly Services purchased by Customer through the Website, unless earlier terminated in accordance with this Agreement (“Term”).
2. Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement 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. Any breach by Customer of Section 9 or Section 2(b) will be deemed a material breach of this Agreement. Laivly may in its discretion terminate this Agreement, effective immediately, upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.
3. Effects of Termination. Upon termination of this Agreement, the Customer will immediately cease accessing or using the Laivly Services and Customer will delete or, if requested by Laivly, return any Laivly Property in its possession, including the Laivly On-Premise Software, and certify in writing to Laivly that the Laivly Property has been deleted or destroyed. Within 15 calendar days following termination, Laivly will, at the Customer’s option, return to the Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Laivly to provide the Laivly SaaS Services, other than any Aggregated Data.
4. 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 3 (Ownership; Reservation of Rights), Section 5 (Privacy; Security; Anti-Spam), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(d) (Survival), and Section 13 (General Provisions).

1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five (5) 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:

   If to Laivly, then to the following address:

   240 Kennedy Street
   Winnipeg, MB, Canada R3C 1T1

   Attention: Rod Edwards

   Email: rod.edwards@laivly.com

   If to the Customer, then to the address that Customer has in its account on the Website. .Laivly may change its contact information by giving notice of them to the Customer. The Customer is solely responsible for keeping its contact information on file with Laivly current at all times during the Term.

2. Assignment. The Customer will not assign or transfer this Agreement without the prior written consent of Laivly. Any purported assignment or delegation by the Customer to any third party in violation of this Section will be null and void. Laivly may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of the Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

3. 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 applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Laivly from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

4. Export Restrictions. The Customer will comply with all export laws and regulations that may apply to its access to or use of the Laivly SaaS Services or the Laivly On-Premise Software. Laivly makes no representation or warranty that the Laivly SaaS Services or the Laivly On-Premise Software may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

5. 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. The terms “consent” or “discretion” means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

6. Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party software or websites or changes in laws preventing or limiting the provision of the services (“Force Majeure Event”). This Section does not apply to any of the Customer’s obligations under Sections 8 (Fees and Payment). If a Force Majeure Event occurs, then the Party that failed to perform as a result of such Force Majeure Event (the “Excused Party”) will not be liable for such failure provided that the Excused Party complies with the provisions of this subsection (f). The Excused Party will re-commence performance of the obligations that it has failed to perform as a result of the Force Majeure Event without delay, including through the use of alternate sources, workaround plans or other means.

7. Publicity. Laivly may use the Customer’s name and any logo in its marketing materials, presentations, customer lists, website listings or otherwise to promote Laivly, or refer to the Customer as a client or user of the Laivly Services.

8. 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.

9. 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.

10. Independent Contractors. Laivly’s relationship to the 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 bind the other Party.

11. 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, including any trial, pilot, or proof of concept agreement entered into between the Parties for the Laivly Services.

12. Amendments. 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. Notwithstanding the preceding sentence, Laivly may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Laivly, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).

13. English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les Parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des Parties, même lorsque rédigées par l’une des Parties. Les Parties confirment également que c’est la volonté expresse des Parties que la présente entente, tout document s’y rattachant et toute communication entre les Parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

DEFINITIONS

1. “Aggregated Data” means data, information or other materials produced by Laivly that are not identified as relating to a particular individual or company.

2. “Customer Data” means any data, information, content, records, and files that the Customer (or any of its Named Users) loads or enters into the Laivly SaaS Services or the Laivly On-Premise Software, other than any Usage Data or Aggregated Data.

3. “Laivly On-Premise Software” means the on-premise software that Laivly makes available to Customer to install on Customer’s own systems.

4. “Laivly Platform” means the generative artificial intelligence and enterprise automation contact center platform made available under the name “Laivly” and any and all Modifications made thereto, including any Modifications made by Laivly. The term “Laivly Platform” does not include the Laivly On-Premise Software.

5. “Laivly SaaS Services” means the services through which Laivly hosts and makes available the Laivly Platform as may be described on the Website. The term “Laivly SaaS Services” includes the Support Services and the Laivly Platform.

6. “Laivly Services” means the Laivly SaaS Services and the provision of the Laivly On-Premise Software, collectively, and any part of them.

7. “Modifications” means modifications, improvements, customizations, patches, bug fixes, Updates, enhancements, aggregations, compilations, derivative works, translations and adaptations; “Modify” and “Modified” have corresponding meanings.

8. “Process” or “Processing” means access, collection, use, Modification, retrieval, transfer, communication, disclosure, storage, deidentification, anonymization, deletion, destruction, management or other handling.

9. “Usage Data” means information and other data that is collected or generated by the Laivly Platform or the Laivly On-Premise Software related to how individual users interact with the Laivly Platform or the Laivly On-Premise Software, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior and metadata, but expressly excluding any information or data that can (whether alone or when combined with other information or data) identify or reveal the identity of individual user.

10. “Website” means Laivly’ website that Customer uses to purchase a subscription to the Laivly Services.