1.                    Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

1.                 “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
2.                 “Aggregated Data” has the meaning set out in Section 4(a).
3.                 “Anti-Spam Laws” means CASL and the regulations thereunder and any other Applicable Laws that regulate the same or similar subject matter.
4.                 “API Data” means any Customer Data submitted by Customer to the TenantPay API.
5.                 “API Key” has the meaning set out in Section 3(a)(i).
6.                  “Amendment” has the meaning set out in Section 15(k).
7.                 “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
8.                 “CASL” means Canada’s Anti-Spam Legislation (Statutes of Canada 2010, c 23) and its associated regulations.
9.                   “CEM” has the meaning set out in Section 12(a).
10.                   “Chatbot” means the integrated artificial intelligence-enabled chat interface that assists users in managing rent payments, addressing frequently asked questions, and offering general support.
11.                 “Chatbot Services” shall mean the services provided by the Chatbot, including but not limited to user interaction, data analysis, and automated responses.
12.                   “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
13.               “Confidential Information” has the meaning set out in Section 11(a).
14.                 “Customer Data” means any data (other than Aggregated Data), information, content, records, and files that Customer (or any of its Permitted Users) loads or enters into, transmits to, or makes available to the TenantPay Platform, including but not limited to Registration Data, API Data and Personal Information provided by Customer or Permitted Users. Customer Data also includes any user-generated content provided through the Chatbot Services.
15.                 “Customer Data Retrieval Fees” has the meaning set out in Section 14(d)(vi). 
16.                 “Customer Property” means Customer Data, Customer Trademarks, other Customer’s Confidential Information and any component or Modifications the foregoing.
17.                 “Customer Trademarks” means all trademarks, service marks, trade names, logos, domain names, and any other brand features or identifiers that are owned by, or licensed to, the Customer (including any subsidiaries or affiliates) and which the Customer has authorized TenantPay to use in connection with the provision of the TenantPay Products as outlined in this Agreement. This includes all registered and unregistered marks.
18.                  “Customer User Account” means the account for use by Customer and Permitted Users.
19.                  “Discloser” has the meaning set out in Section 11(a).
20.                   “Feedback” has the meaning set out in Section 4(c).
21.                 “Fees” has the meaning set out in Section 10(a) and includes the Customer Data Retrieval Fees [and the White-Label Fees].
22.                 “Force Majeure Event” has the meaning set out in Section 15(f).
23.               “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
24.                 “Gross Negligence or Wilful Misconduct” means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intention wrongdoing, or was in reckless disregard of a wanton indifference to the harmful and foreseeable consequences of such act or failure to act but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone).
25.                 “High Risk Activities” means activities that have a high risk of (i) physical harm or death, serious personal injury, or severe environmental or property damage; or (ii) economic harm.
26.                 “Initial Term” has the meaning set out in Section 14(a).
27.              “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
28.             “Loss” or “Losses” means any and all losses, damages, Claims, 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.
29.              “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
30.             “Order Form” means any TenantPay-provided ordering document, online registration, order description or order confirmation referencing this TenantPay Platform Terms.
31.              “Order Form Term” has the meaning set out in Section 14(a).
32.                “Permitted User(s)” means the Customer, if the Customer is an individual, or each individual who is an employee of Customer that Customer wishes to have access to and use of the TenantPay Products, if the Customer is a corporate entity.
33.             “Personal Information” means information about an identifiable individual transferred by Customer, or its permitted agents, to TenantPay hereunder.
34.             “Privacy Laws” means any Applicable Laws that govern the privacy or security of Customer’s Personal Information.
35.                “Permitted Purpose” has the meaning in Section 2(a).
36.                “TenantPay API” means TenantPay’s proprietary application programming interface, and any related documentation all of which are designed to facilitate Customer’s access to and use of the TenantPay Platform through interfaces between Customer applications and the TenantPay Platform.
37.             “TenantPay App for Android” has the meaning set out in Exhibit A.
38.                “TenantPay App for iOS” has the meaning set out in Exhibit A.
39.         “TenantPay Platform” means the services through: (i) which TenantPay hosts and makes available TenantPay's online software-as-a-service that allows Customer, as property owner, and its Permitted Users to streamline their rent collection process, track the payments received and generating reports and that offers other property and rent management tools, as further described in an Order Form; and (ii) any component or Modification of the services referred to in (i). The Term “TenantPay Platform” includes the Website, the integrated Chatbot, Chatbot Services, any White-Label Services if any, the TenantPay App for Android and the TenantPay App for iOS but does not include any Third Party Licensed Technology.
40.             “TenantPay Products” means the TenantPay Platform and the TenantPay API.
41.             “TenantPay Property” has the meaning set out in Section 4(b).
42.             “Recipient” has the meaning set out in Section 11(a).
43.             “Registration Data” has the meaning set out in Section 6(a).
44.                “Renewal Term” has the meaning set out in Section 14(a).
45.               “Security Incident” has the meaning in Section 5.
46.                “Support Services” has the meaning set out in Section 6(a).
47.             “Term” means the Initial Term and any Renewal Term.
48.             “Termination Effective Date” has the meaning set out in Section 14(c).
49.          “Third Party Licensed Technology” means third party technology that is licensed under separate license terms and not under this Agreement.
50.             “Website” means any websites used by TenantPay to provide the TenantPay Platform, including the website(s) located at https://www.tenantpay.com/; https://manage.tenantpay.com/; https://admin.tenantpay.com/ and https://app.tenantpay.com/.
51.             [OPTIONAL: “White-Label Brand” means the Customer Trademarks that is approved by TenantPay on the TenantPay Platform.
52.              “White-Label Fees” has the meaning set out in Section 2(g).
53.           “White-Label Services” has the meaning set out in Section 2(g).]

2.                    TenantPay Products
   1.                 Provisioning of the TenantPay Products. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, during the applicable Order Form Term, TenantPay will make the TenantPay Products available to Customer on the terms and conditions set out in this Agreement during the Term, solely for the internal business purposes of Customer (“Permitted Purpose”). Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the TenantPay Products, and for Permitted Users’ compliance with this Agreement.
   2.                 Restrictions on Use. Customer will not itself, and will not permit others to:
      1.                   sub-license, sell, rent, lend, lease or distribute the TenantPay Products or any Intellectual Property Rights therein, or otherwise make the TenantPay Products available to any third parties other than Permitted Users;
      2.                use or access the TenantPay Products other than for the Permitted Purpose and notably:
         1.               in violation of any Applicable Laws, including those concerning anti-money laundering (AML), counter-terrorism financing (CTF) or Intellectual Property Rights;
         2.                for any High Risk Activities;
         3.                in a manner that threatens the security or functionality of the TenantPay Products; or
         4.               for any purpose or in any manner not expressly permitted in this Agreement;
      3.              use or access the TenantPay Products to create, collect, transmit, store, use or process any Customer Property that:
         1.               Customer does not have the lawful right to create, collect, transmit, store, use or process;
         2.                violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or
         3.                contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      4.               copy or modify the TenantPay Products;
      5.                 reverse engineer, de-compile or disassemble the TenantPay Products or any part of them;
      6.               access or use the TenantPay Products. for purposes of benchmarking or competitive analysis of such TenantPay Products;
      7.             access or use the TenantPay Products for the purpose of building a similar or competitive product or service;
      8.           remove or obscure any proprietary notices or labels on any of the TenantPay Products, including brand, copyright, trademark and patent or patent pending notices; or
      9.               perform any vulnerability, penetration or similar testing of any of the TenantPay Products.
   3.                 Geographic Restrictions. Customer may access and use the TenantPay Products only in Canada and US.
   4.                 Suspension of Access; Scheduled Downtime; Modifications. TenantPay 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:
      1.                   suspend Customer’s access to or use of the TenantPay Products or any component of them:
         1.               for scheduled maintenance;
         2.                due to a Force Majeure Event;
         3.                if TenantPay believes in good faith that Customer or any Permitted User has violated any provision of this Agreement;
         4.               to address any emergency security concerns;
         5.                if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or
         6.                for any other reason as provided in this Agreement; and
      2.                make any Modifications to the TenantPay Products.

Customer is required to accept all patches, bug fixes and updates made by or on behalf of TenantPay to the TenantPay Products.

5.                 Subcontracting. TenantPay may engage third parties to provide the TenantPay  Products or any part of them.
6.                  Third Party Licensed Technology. If the TenantPay Products contain or require the use of Third Party Licensed Technology, Customer will accept and comply with the license terms applicable to such Third Party Licensed Technology. If Customer does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then Customer should not install, access, or use such Third Party Licensed Technology. Any acquisition by Customer of Third Party Licensed Technology, and any exchange of data between Customer and any such provider of Third Party Licensed Technology is solely between Customer and the applicable Third Party Licensed Technology provider. TenantPay does not warrant or support Third Party Licensed Technology, even if they are designated by TenantPay as “certified” or otherwise recommended. TenantPay cannot guarantee the continued availability of Third Party Licensed Technology features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Licensed Technology ceases to make the Third Party Licensed Technology available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to TenantPay. TenantPay is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to Customer Data by such Third Party Licensed Technology or their providers.
7.                 Chatbot. The Chatbot is designed to facilitate communication between TenantPay and Customer and TenantPay does not guarantee that: (i) the Chatbot will operate without interruption or errors; (ii) it will be able to process all inquiries; or (iii) its responses will always be accurate or appropriate. In addition, TenantPay retains the right to modify, suspend or discontinue the Chatbot or any of its features at any time without notice to You and without liability to TenantPay.
8.                 [White-Label Fees. Upon Customer’s request, the applicable TenantPay Products or such other component thereof, as approved in writing by TenantPay in its sole discretion, may be provided on a white label basis for accessing the TenantPay Products and which may display the White-Label Brand (the “White Label Services”). TenantPay will provide the White Label Services for the additional fees specified in the Order Form (“White-Label Fees”). TenantPay’s obligation to provide White-Label Services are contingent upon the ongoing payment of all White-Label Fees and a reasonable delay to complete the development of the White-Label Services. For purposes of clarity, any White Label Service will be branded with both TenantPay and the White-Label Brand, TenantPay will be publisher of any application associated with the White-Label Brand, and Customer and Customer’s Permitted Users will transact with TenantPay unless otherwise agreed to between Customer and TenantPay in a written amendment to this Agreement.]

3.                    Use and Monitoring of TenantPay API
   1.                 In order to use the TenantPay API, Customer will be provided with API Keys necessary to access the TenantPay API (“API Keys”). Customer acknowledges that such API Keys are TenantPay’s Confidential Information (as defined below) and will not share Customer’s API Keys with any third party without TenantPay’s prior consent. In addition, TenantPay may revoke Customer’s API Key any time without Customer’s consent.
   2.                 Customer may incorporate the TenantPay API into Customer’s products and services and otherwise use the TenantPay API in connection with the Permitted Purpose, provided such incorporation and use is done in accordance and in compliance with this Agreement.
   3.                 TenantPay hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the TenantPay API including related documentation solely to facilitate Customer’s development of applications that interface with the TenantPay Platform in accordance with this Agreement and any provided documentation (each such application, a “Customer Application”).Unless otherwise set out in an Order Form, the number of calls Customer or Customer Application makes to the TenantPay API during any given period may be limited, at TenantPay’s sole discretion, based on various factors that include the manner in which Customer Application makes calls to the TenantPay API and the anticipated volume of use associated with Customer Application.
   4.                 TenantPay reserves the right to change the TenantPay API and related documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer Applications at Customer’s own cost and expense.
   5.                 Notwithstanding the foregoing, TenantPay retains the right, at TenantPay’s sole discretion, to suspend or revoke Customer’s access to the TenantPay API, at any time and for any reason, including for: (A) violation of the terms of this Agreement or any other responsible use guidelines TenantPay provides to Customer or are posted on the Website; (B) Customer’s use of the TenantPay API contrary to the related documentation; (C) for scheduled maintenance; or (D) to address any emergency security concerns.
   6.                  Customer acknowledges and agrees that TenantPay may monitor Customer’s use of the TenantPay API and that Customer will not block or otherwise interfere with TenantPay’s monitoring.
   7.                 At TenantPay’s request, Customer will provide TenantPay access to, and use of, Customer Application, at no cost to TenantPay, for the purpose of monitoring or reviewing Customer Application for compliance with this Agreement.
4.                    Ownership; Reservation of Rights
   1.                 Subject to the rights granted in this Section 4, Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data. Customer grants to TenantPay, and its subcontractors a nonexclusive, worldwide, [perpetual,] royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Property to:
      1.                   provide the TenantPay Products;
      2.                improve and enhance the TenantPay Products and its other offerings; and
      3.              produce or generate data, information or other materials that are not identified as relating to a particular individual or company excluding any Customer’s Personal Information or other Customer Property (such data, information and materials, the “Aggregated Data”).

TenantPay may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. Aggregated Data is not Customer Property and is not Customer’s Confidential Information.

2.                 TenantPay or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:
   1.                   API Keys;
   2.                TenantPay Products;
   3.              Support Services;
   4.               anything used, developed or delivered by or on behalf of TenantPay under this Agreement including Aggregated Data;
   5.                 all other TenantPay's Confidential Information, including any reports generated from the TenantPay Products; and
   6.               any Modifications to the foregoing (i) to (v),

(collectively “TenantPay Property”). All rights not expressly granted by TenantPay to Customer under this Agreement are reserved.

3.                 To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the TenantPay Products to TenantPay (“Feedback”), Customer acknowledges and agrees that:
   1.                   the Feedback does not contain confidential or proprietary information and TenantPay is not under any obligation of confidentiality with respect to the Feedback; and
   2.                TenantPay 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 Customer for such use.
4.                 [To add in case of White-Label Services: customer hereby grants to TenantPay a non-transferable (except as otherwise permitted in this Agreement), sublicensable, worldwide, royalty free, fully paid up, non-exclusive license, to display the White-Label Brand solely for the purpose of developing and providing the White-Label Services subject to and in accordance with this Agreement. TenantPay will use the White-Label Brand only as expressly permitted in this Agreement and in accordance with any other usage guidelines provided by Customer from time to time. All use of the White-Label Brand will inure to the benefit of Customer. If TenantPay is prevented from using the White-Label Brand by a court, administrative tribunal or other governmental or regulatory authority or if Customer revoke’s TenantPay’s right to use any White-Label Brand, TenantPay it will be excused from performing any and all of its obligations under this Agreement in respect of the White-Label Services and White-Label Brand and no liability will arise for TenantPay as a result of such non-performance. For the purposes of this Agreement, the term “TenantPay Platform” will include “White Label Services,” if any.]
5.                 TenantPay hereby grants to Customer a non-transferable (except as otherwise permitted in this Agreement), revocable, non sublicensable, non-exclusive license during the Order Form Term to access and use the TenantPay App for Android, TenantPay App for iOS and TenantPay API solely in order to access and use the TenantPay Platform.

5.                    Privacy

To the extent Customer Data includes Customer’s Personal Information, TenantPay will:

1.                 only use, disclose and otherwise process Customer’s Personal Information for the purposes of fulfilling TenantPay's obligations and exercising its rights in accordance with this Agreement and as otherwise instructed by Customer in writing from time to time; 
2.                 implement commercially reasonable physical, technical and administrative measures designed to safeguard Customer’s Personal Information against loss, theft, damage, or unauthorized or unlawful access, use or disclosure;
3.                 notify Customer as soon as reasonably practicable upon becoming aware of a breach of the security safeguards outlined in Section 5(a) (ii) above that results in the loss, theft, unauthorized access to or disclosure of Customer’s Personal Information (“Security Incident”), and provide reasonably requested assistance to Customer in responding to the Security Incident;
4.                 upon the termination of this Agreement, TenantPay will comply with the retention and destruction requirements set out in Sections 11(e) and 14(d) of this Agreement.

6.                    Customer User Account; Responsibility for Permitted Users
   1.                 In order for Customer to access and use the TenantPay Platform, Customer may register for a Customer User Account to access and use the TenantPay Platform. During the registration process, Customer must provide certain information as prompted by the registration form. Customer agrees to provide accurate, current, and complete first name, last name and work email address information of Permitted Users as may be required for the registration of the Customer User Account ("Registration Data"). Customer further agrees to maintain and promptly update the Registration Data, and any other information provided to TenantPay during the registration, to keep such information accurate, current, and complete.
   2.                 Customer will ensure that Permitted Users only use the TenantPay Platform through the Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify TenantPay of any actual or suspected unauthorized use of the TenantPay Platform. TenantPay reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.
   3.                 Customer will ensure that all individual users of the TenantPay Platform, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of TenantPay's rights than those set forth in this Agreement. Customer will be liable for any breach by a Permitted User of this Agreement.
   4.                 As between the Parties, Customer will responsible for: (i) the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Property, Customer’s, and Customer’s Permitted Users, its representatives, partners and other third parties’, use and other processing of Customer Property with TenantPay Products, and the interoperation of any third-party products or systems with which Customer uses TenantPay Products; (ii) providing, at its own expense, all network access to TenantPay Products, including acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use TenantPay Products; (iii) properly configuring and using TenantPay Products and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including any databases, servers, and any other protocol), which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure; (iv) using and permitting use of TenantPay Products in accordance with this Agreement and Applicable Laws; and (v) ensuring that only Permitted Users access and use the TenantPay Products; (vi) ensuring that all uses of TenantPay Products and Services is in accordance with this Agreement; and (vii) ensuring that none of the Permitted Users bring or maintain any Claim against TenantPay, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Customer will be liable for any breach by a Permitted User of this Agreement.
7.                    Support Services

Customer will generally have access to TenantPay's technical support: (i) from [Insert Start Time] am [Insert Time Zone] to [Insert Time] pm [Insert Time Zone] each Monday to Friday (excluding statutory and civic holidays observed in [Insert City], [Insert Province], Canada); and (ii) via email at support@tenantpay.com (“Support Services”). TenantPay may amend the Support Services from time to time in its sole discretion.

8.                    Access Through TenantPay App for iOS

If the TenantPay Platform is provided to Customer through the TenantPay App for iOS, the terms and conditions set out in Exhibit A will govern, in addition to all the other terms and conditions of this Agreement.

9.                    Access Through TenantPay App for Android

If the TenantPay Platform is provided to Customer through the TenantPay App for Android, the terms and conditions set out in Exhibit A will govern, in addition to all the other terms and conditions of this Agreement.

10.                Fees and Payment
    1.                      Fees.  Customer will pay to TenantPay the fees described in any Order Form (the “Fees”).  Unless otherwise noted on an Order Form: (i) all Fees identified are in Canadian dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.
    2.                 Changes to the Fees.  TenantPay reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
    3.                 Invoicing.  TenantPay will prepare and send to Customer, at the then-current contact information on file with TenantPay, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.
    4.                 Incorrect Payment Charges. In the event that a payment made by the Customer to its tenant(s) under any of the TenantPay Products is sent to an incorrect account number, such payment will be retained by TenantPay until a refund is requested by the Customer in writing, in accordance with the contact and notice details set out in Section 15(a). Upon receipt of the Customer's request, TenantPay will process the refund within the following timeframes and will charge the following amounts to the Customer to cover TenantPay 's administrative costs and transfer fees:
       1.                   If the payment request is made within six (6) months from the payment date, TenantPay will process the refund within ten (10) business days from the date of receipt of the Customer's request and will deduct a fee of thirty dollars ($30) from the payment amount.
       2.                If the payment request is made more than six (6) months following the payment date, TenantPay will process the refund within four (4) to six (6) weeks from the date of receipt of the Customer's request and will deduct a fee of forty dollars ($40) from the payment amount.

TenantPay reserves the right to amend the refund fee and refund timeframes with prior written notice to the Customer.

5.                 Disputed Invoices or Charges.  If Customer believes TenantPay has charged or invoiced Customer incorrectly, Customer must contact TenantPay no later than 30 days after having been charged by TenantPay or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
6.                  Late Payment.  Customer may not withhold or setoff any amounts due under this Agreement.  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 and except if restricted by applicable laws or if you are a consumer in Quebec, all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees when such Fees become due, TenantPay reserves the right to: (i) suspend Customer’s access to the TenantPay Products and any delivery of the Support Services  until all due and undisputed amounts are paid in full; or (ii) terminate the Agreement immediately on notice, without incurring any obligation or liability to Customer or any other person by reason of such suspension or termination.
7.                 Taxes.  The Fees do not include applicable sales, use, gross receipts, value-added, QST, 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 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 TenantPay.
8.                 Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Customer. Customer may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using TenantPay Products and any components thereof, Customer must have all applicable such third-party payment processor’s terms and conditions in effect. By using TenantPay Products or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.
9.                   Suspension.  Any suspension of the TenantPay Products by TenantPay pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

11.                Confidential Information
    1.                 Definitions.  For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of TenantPay, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, TenantPay Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Property. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does 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 developed independently 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. 
    2.                 Confidentiality Covenants.  Recipient hereby agrees that during the Term and at all times following the Term it will:
       1.                   not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own personnel and Permitted Users (if Recipient is Customer), or its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is TenantPay), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing any of the TenantPay Products, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
       2.                not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;
       3.              not alter or remove from any Confidential Information of Discloser any proprietary legend; and
       4.               maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
    3.                 Exceptions to Confidentiality.  Notwithstanding Section 11(b), Recipient may disclose Discloser’s Confidential Information:
       1.                   only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
       2.                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
       3.              in the case of TenantPay, to potential assignees, acquirers or successors of TenantPay 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 TenantPay.
    4.                 Injunction and other equitable relief.  Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 11 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 11 and to the specific enforcement of the terms of this Section 11, in addition to any other remedy to which Discloser would be entitled.
    5.                 Return of Confidential Information.  Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 14(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, TenantPay may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 11. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 11.  
12.                Warranty; Disclaimer; Indemnities
    1.                 Customer Warranty.  Customer represents, warrants, and covenants to TenantPay that: (A) Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Property (including Customer’s Personal Information), for TenantPay to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including Privacy Laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform TenantPay  immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon; (B) Customer will not permit any Permitted User to access and use the TenantPay Products or other TenantPay Property from Russia, China, or any country: (x) subject to any embargo or sanction by the United States or Canada; or (y) on the U.S. Department of the Treasury’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, Canada control lists or any other restricted party lists; (C) it will: (x) only send or cause or permit to be sent emails, text messages or other commercial electronic messages (“CEMs”) related to the TenantPay Products in compliance with Anti-Spam Laws, and, without limiting the foregoing, only to recipients from whom Customer has obtained all necessary consents and provided all necessary notices as required by and in compliance with Applicable Laws, including Anti-Spam Laws, and (y) not send or cause or permit to be sent any CEMs on behalf of TenantPay or that a recipient would reasonably believe have been sent on behalf of TenantPay; and (D) Customer will comply with Section 15(d) (Export Restrictions). Customer acknowledges and agrees that it will be the sender of any commercial electronic messages sent pursuant to this Agreement.
    2.                 DISCLAIMER. TENANTPAY DOES NOT WARRANT THAT THE TENANTPAY PLATFORM OR THAT THE TENANTPAY API 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 TENANTPAY PLATFORM OR THE TENANTPAY API. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE TENANTPAY PLATFORM AND THE TENANTPAY API (OR ANY PART OF THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY TENANTPAY TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, TENANTPAY 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, TENANTPAY EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE TENANTPAY PLATFORM AND THE TENANTPAY API (OR ANY PART OF THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

FURTHER AND WITHOUT LIMITING THE FOREGOING, CUSTOMER UNDERSTANDS THAT THE NATURE OF AI, AI MODELS AND GENAI IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, CUSTOMER AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS PERMITTED USERS TO INDEPENDENTLY VALIDATE THE RESULTS OF TENANTPAY PRODUCTS AND APPLICABLE TENANTPAY PROPERTY, ALL GENAI OUTPUTS OR OTHER OUTPUTS, BEFORE RELYING ON SUCH RESULTS, GENAI OUTPUTS AND TENANTPAY PROPERTY AND CUSTOMER WILL ENSURE THAT ALL PERSONS WHOM IT SHARES SUCH RESULTS AND GENAI OUTPUTS OR OTHER OUTPUTS, WITH UNDERSTANDS SUCH LIMITATIONS.

3.                 Indemnities. Customer will defend, indemnify and hold harmless TenantPay, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “TenantPay Indemnitee”) from and against any and all Losses incurred by a TenantPay Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a TenantPay Indemnitee) that arise from or relate to: (i) Customer Property; (ii) unauthorized use of the TenantPay Products by Customer or any Permitted User; (iii) Customer’s breach of Sections  2(b), 6(b), 6(c), 6(d), 12(a) and 15(d); (iv) lease agreements or any other agreements between Customer and a third party; (v) Customer’s business operations or Customer’s or any third party’s products; (v) Customer’s Gross Negligence or Wilful Misconduct or fraud; or (vi) use of the TenantPay Products (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service.  Customer will fully cooperate with TenantPay 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 TenantPay.

13.                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:

1.                 AMOUNT. TO EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TENANTPAY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF $100 (ONE HUNDRED DOLLARS). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL TENANTPAY'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES
2.                 TYPE. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL TENANTPAY BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR (I) ANY CONSEQUENTIAL DAMAGES SUCH AS LOST OR LOSS OF (A) SAVINGS, (B) PROFIT OR REVENUE, (C) BUSINESS, (D) CUSTOMERS, (E) DATA, (F) USE, OR (G) GOODWILL; (II) BUSINESS INTERRUPTION; (III) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (V) PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

14.                Term and Termination
    1.                 Term; Order Form Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods of one year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term. The term of each Order Form is as specified in the applicable Order Form. Except as otherwise specified in an Order Form, Order Forms will automatically renew for additional one-year terms, unless either Party gives the other written notice (email acceptable) at least 30 days before the end of the relevant order form term (“Order Form Term”).
    2.                 Waiver. Except as restricted by applicable laws or if you are a consumer residing in Quebec, the Parties hereby waive the application of sections 2125, 2126 and 2129 of the Code civil du Québec regarding termination rights and indemnity.
    3.                 Termination for Cause. 
       1.                   Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:
          1.               the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 10) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;
          2.                the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or
          3.                any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
       2.                Notwithstanding the foregoing, TenantPay may terminate this Agreement immediately upon notice to Customer: (A) if Customer breaches Sections 2(b), 6(b), 6(c), 6(d), 12(a) and 15(d); (B) as otherwise permitted in this Agreement; (C) if TenantPay’s relationship with a third-party service provider that provides servers, software or other technology that it uses to provide the Services terminates or requires TenantPay to change the way it provides the Services; or (D) in order to comply with Applicable Law or requests from Governmental or Regulatory Authority.
       3.              If this Agreement is terminated by Customer due to TenantPay’s material breach pursuant to Section 14(c)(i)(A) TenantPay will provide Customer with a pro rata refund of any unused Fees prepaid by Customer applicable to the period following the effective date of termination of the Agreement or Order Form. If this Agreement is terminated by TenantPay  pursuant to Section 14(c) Customer will remain liable to pay the full Fees outstanding on the effective date of termination of the Agreement and Customer will pay all remaining Fees for the rest of the then-current Term, as applicable. TenantPay will invoice, and Customer will pay, any accrued but unbilled Fees and any unpaid Fees covering the remainder of the Term, had it not been terminated. Customer will fully cooperate with TenantPay 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 TenantPay.
    4.                 Effect of Termination.  Upon the effective date of the expiration or termination of this Agreement (the “Termination Effective Date”):
       1.                   Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using the TenantPay Products;
       2.                Customer will delete all copies of API Keys;
       3.              Customer will return any TenantPay Property in its possession and certify in writing to TenantPay that the TenantPay Property has been returned;
       4.               no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate;
       5.                 all Fees due and payable and any amounts due to TenantPay are immediately due and are to be immediately paid by Customer to TenantPay. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and  
       6.               if Customer requests in writing at least 30 days prior to the Termination Effective Date, subject to the payment of applicable fees (the “Customer Data Retrieval Fees”) as determined by TenantPay and provided that Customer has paid all Fees due and payable as at the Termination Effective Date, TenantPay will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. The Customer Data Retrieval Fees will be determined by TenantPay upon receipt of the Customer’s request and will vary depending on the amount and type of Customer Data as well as the format in which the data will be made available by Tenant Pay. Following such 30-day period TenantPay will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by TenantPay to provide the TenantPay Products. Notwithstanding anything to the contrary in this Agreement, TenantPay may retain Customer Data to the extent and so long as required by Applicable Laws and TenantPay may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement.
    5.                 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 4 (Ownership; Reservation of Rights), Section 10 (Fees and Payment), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer), Section 13 (Limitation of Liabilities), Section 15 (General Provisions), Section 14(d) (Effect of Termination) and this Section 14(e) (Survival).
15.                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 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 TenantPay, to the following address:

Tenant Payment Systems Inc.

Address: [X]

Attention: [X]

Email: [X]

 

and (ii) if to Customer, to the current postal or email address that TenantPay has on file with respect to Customer. TenantPay 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 TenantPay current at all times during the Term.

 

2.                 Assignment.  Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of TenantPay. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. TenantPay may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of 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. Except as restricted by applicable laws or if you are a consumer residing in Québec, this Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Quebec 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 Montreal, Quebec Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, TenantPay may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of TenantPay's Intellectual Property Rights or Section 11 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
4.                 Export Restrictions.  Customer will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the TenantPay Products.  TenantPay makes no representation or warranty that the TenantPay Products 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”, when used in respect of a Party in this Agreement, mean the right of such 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. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any 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 (other than those involving that Party’s employees), 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 law preventing or limiting the provision of the TenantPay Products (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 2(b), 6(b), 6(c), 6(d), 10, 12(a), and 15(d)  In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
7.                 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.
8.                 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.
9.                   Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
10.                   Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the TenantPay Platform and the TenantPay API; and (ii) do not override or form a part of this Agreement (including any Order Form).
11.                 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 thereby. Notwithstanding the preceding sentence, except as restricted by applicable laws or if you are a consumer residing in Quebec, TenantPay 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 TenantPay, 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).

If you are a consumer residing in Québec and you have created a Customer User Account for the use of the TenantPay Products,  you will receive an email notice of changes to this Agreement at least 30 days before the changes come into force and you can refuse the amendment by closing your account without cost, penalty or cancellation indemnity within 30 days after the changes come into force.

12.                   Customer Lists.  TenantPay may identify Customer by name and logo as a TenantPay customer on TenantPay's website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
13.               Order of Precedence. To the extent of a conflict between this TenantPay Platform Terms and any Order Forms:
    1.                   in respect of Section 4 (Ownership; Reservation of Rights), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer), Section 0 (Limitation of Liabilities), Section 14(d) (Survival) and Section 15 (General Provisions, including this Section 15(m)), this TenantPay Platform Terms will prevail; and
    2.                for all other Sections, unless the Order Form expressly states that it modifies or varies this TenantPay Platform Terms, this TenantPay Platform Terms will prevail.
14.                 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.