Terms of Service

1. Introduction

Welcome to DashQ. Please review these Terms of Service and all Schedules and documents incorporated by reference herein and any Order Form(s) fully executed between the parties (“Agreement”) carefully since they govern your relationship with DashQ.

Specifically, this Agreement constitutes a legal contract between the client (“you”, “your”, “Service Recipient”) and Digirealty Technologies Inc. (“DashQ.io”, “we” or “us”) that govern your access and use of:

DashQ.io main interface/web application.
Applications and related application programming interface (which may also include data made available in JSON format via HTTP, a data feed in XML format via HTTP and/or any data powering an embedded widget, collectively, the “API”);
any related applications and features offered via the Sites or API;
API Services; and,
all services listed in your Order Form, which we agree to in our Sales Order Acknowledgement (collectively, the “Services”).

Please note that this Agreement also incorporates by reference and specifically includes:

the terms and conditions of our standard purchase order form (“Order Form) and our standard invoice (“Invoice”).
our Information Security/Data Policy including without limitation our Privacy Policy, updated by us from time to time provided that any such modifications shall not materially reduce, diminish, or be less protective of the rights granted to you or our obligations, nor shall any amendments materially minimize, restrict, or alter the obligations or liabilities of DashQ. Any modification to the terms of our Information Security/Data Policy will at all times preserve the substance and intent of the protections, obligations, and liabilities as originally agreed upon between DashQ and you.

2. Important Legal Terms

a. API Services

Your access to and use of DashQ’s API provided therewith (together the, “API Services”) is subject to the additional terms and conditions set forth at the end of this Agreement. Please see “API SERVICES ADDENDUM” available upon request as Schedule “B” which is incorporated into the Agreement.

b. Payments

DashQ’s Services integrate with pre-approved third-party payment processors (e.g., currently PAYSAFE GROUP, LTD) who you acknowledge you must contract with directly to enable and facilitate payment processing via the Services. For the avoidance of doubt, DashQ only will not see any banking information or credit card information or receive any funds processed by the third-party payment processor. Having said that, DashQ initiates transactions, conveys banking and credit card information and is a party to a services agreement with Paysafe Group, Ltd. which imposes certain legal obligations on DashQ in connection with the Services it provides to you.

c. Privacy; Personal information

By agreeing to this Agreement, you also agree to the terms of our Privacy Policy as amended by us from time to time, and where applicable under applicable law the Data Processing Agreement attached as Schedule [X] (“DPA”), relative to any data that we may collect from you, store and use via the Site and the Service. Please review it carefully. By creating a Services account, you consent to receive service-related communications from us. We may also send you promotional communications via email. If we do, you may opt out of receiving promotional emails and you can also contact our customer care to adjust your messaging preferences. Our Privacy Policy will also govern our collection, storage and use of any User Data (as defined below) or personal or non-personal information that we may collect from you via the Services.

For purposes of this Agreement, “Personal Information” means (i) any information that DashQ collects, receives, obtains, or processes from or on behalf of you or any of your employees or contractors or or customers about an identifiable individual, including where there is a serious possibility that the information may identify a person, either alone or in combination with other information, and any other information relating to an identified or identifiable individual and (ii) any other meaning as proscribed and, where applicable, under applicable law.

Notwithstanding anything to the contrary in the Agreement, we shall not cause or permit any Personal Information to be processed in any manner or for any purpose other than the performance of the Services in compliance with the obligations and restrictions set forth in this Agreement and all applicable laws. As between you and us, except for Personal Information that is collected via the Services from third parties including prospective tenants using the Service “Third Party Information”, you are and shall remain the sole and exclusive owner of all right, title, and interest in and to Personal Information.

We shall promptly notify you in writing when we become aware of any unauthorized access, use or other act respecting Personal Information or if we become the subject of any government, regulatory, or other investigation or proceeding relating to its privacy, data security, or handling practices.

The Data Processing Agreement available upon request as Schedule “C” is hereby incorporated reference and shall apply to the processing and protection of Personal Information (or ‘Personal Data’ where defined by applicable law including without limitation, such as the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the

protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.) under this Agreement.

Third Party Notice and Consent. Notwithstanding anything to the contrary in this Agreement DashQ shall, prior to an individual’s use of the Services and prior to any Third Party Information being submitted to the Services and/or provided or made accessible by you, DashQ shall, (a) inform such third party individual of DashQ’s and your use of the Third Party Information including without limitation the license to us of same; (b) obtain such third party individual’s express consent in accordance with applicable law or ensure the existence and applicability of any other valid legal ground as appropriate under data protection and privacy laws for the use of Third Party Information by DashQ and you for the purposes of this Agreement and your services to the relevant individual (“Consent”); and (c) ensure that the use of all Third Party Information by DashQ and in the provision of such Third Party Information to you complies with all applicable laws without limitation data protection and privacy laws. DashQ shall maintain records of such Consent which shall be provided to you upon your request.

3. The Services

a. Generally

The Services connect property management companies, landlords and owners with potential and current renters, and facilitates information management, communications and other interaction between all parties involved in the marketing, management and rental of real property. Certain elements of the Services may only be accessible via use of our API and/or via the agreement to additional Order Form terms.

The Services are primarily intended for use by property management companies, landlords and owners, real estate brokers, agents and potential renters and we may offer different tiers of Services, including at different price points and with different features and functionality, to our varying user base. We may also offer geographically distinct or limited versions of the Services. The Services that you sign up and register for will be the only version of the Services that you are entitled to access as set out in the Order Form.

DashQ does not:

broker, lease, or sublease or offer to broker, lease or sublease, or own apartments directly and is not a party to any transaction between landlords (including, as applicable, property management companies and/or property managers) and renters;
guarantee or ensure any apartment or any transaction between a renter and landlord, ● execute any lease or sublease on behalf of renters or landlords;
act as a property manager or broker; or
guarantee any results from using the Services.

b. Registration and Security

As a condition to using the Services, you must have an internet connected device that meets our following operating requirements:

Browser and Device Requirements

To ensure optimal performance and security, users must access our Services using up-to-date browsers and mobile devices. We recommend using the latest versions of major browsers such as Chrome, Firefox, Safari, or Edge.

For mobile devices, our applications are designed to function on recent versions of iOS and Android operating systems. Devices should not be obsolete and must support the latest updates and security patches provided by the operating system manufacturers.

To fully appreciate the features and functionality of our Services, it is recommended that users access DashQ products on devices with a screen size of at least 15 inches. Smaller screens may result in a diminished user experience and reduced accessibility to certain features.

Internet Speed Requirements:

A minimum internet speed of 50 Mbps download and 10 Mbps upload is required to ensure a smooth and uninterrupted experience when using our Services. Slower internet connections may result in performance issues, including lag and difficulty accessing features.

Failure to use an up-to-date browser, a supported mobile device, a device with a sufficient screen size, or adequate internet speed may result in suboptimal performance, security vulnerabilities, and a diminished user experience. We reserve the right to limit support and functionality for outdated or unsupported browsers, devices, screens, and insufficient internet speeds.

Additional requirements may be applicable for additional services, such as the API Services. You may also be required to create a Services account and provide certain registration information to us. You agree that any information that you provide to us (at registration or otherwise) will be accurate, complete, and that you will keep it up to date. Your failure to do so will constitute a material breach of this Agreement, which if left uncured may result in termination of your access to and use of the Services. You agree to promptly notify us in writing, to your knowledge, of any unauthorized use of your account or any breach of your accounts or the Service’s security.

You are responsible for maintaining the confidentiality of your DashQ password and account and for all activities that you conduct in connection with these.

c. Availability; Disclaimer

Except for service credits set out in the service level agreement (which is incorporated into this Agreement as Schedule “D”) (“SLA”), DashQ will not be liable in any event to you or any other party for any direct or indirect damages, costs or other liabilities resulting from the suspension, modification, discontinuance, or lack of availability of the Site, the Services, DashQ Content or Your User Content (each as defined herein), your DashQ Site (as defined herein), and/or the API.

4. Charges

a. Free Services

Certain aspects of the Services may be made available to you for free. However, we do not guarantee to offer or maintain any free Services tiers and we may add charges to existing tiers at any time upon notice.

b. Paid Services

All amounts due will be paid in CAD Dollars.

c. Subscription Service

The Services and this Agreement shall automatically renew. We will provide you with 120 days notice that the Agreement is to expire so you can determine and inform us if you wish to renew and all terms including pricing.

Pricing; Automatic Increases. Your initial subscription Services will be charged as set forth in your Order Form. Upon the automatic renewal of any term of Services that is at least 12 months and upon any subsequent 12-month renewal period, we may automatically (without advance notice to you) increase the price of your subscription Services by up to 10% of the prior rate (excluding any taxes) for your renewal term.

Other Membership Changes. We reserve the right on thirty (30) days written notice to increase pricing based on our supplier pricing for consumption specific usage (e.g. increases imposed on us by Azure, Twilio, etc.) In addition to potential price increases, we may seek to further increase your subscription pricing or otherwise change your subscription terms other than with respect to pricing but, in that case, we will notify you in writing at least 120 days before your Agreement renews, and you may decline to accept such change and terminate your membership.

d. Payment

Invoiced Billing. For Services billed via invoice, unless we expressly agree otherwise on your Order Form, your undisputed payments will be due thirty (30) calendar days from the date of the invoice. You may also contact our billing department at billing@DashQ.io

Payment of Fees. Client will pay DashQ the fees as set forth on the Order Form or Statement of Work mutually agreed and executed between the parties (the “Fees”). All undisputed payments are due thirty (30) calendar days from the date of the invoice. Overdue amounts will be subject to interest of 1.5% per month until payment in full for such amounts is received. Unless expressly stated otherwise in the Agreement, all Fees paid are non-refundable. If Client elects to pay via credit-card or other third-party payment platform, then a three percent (3%) processing fee shall apply. DashQ and/or its third-party payment platform may store Client’s payment information unless otherwise directed, and DashQ shall maintain authorization to bill and charge Client’s credit card during the duration of this Agreement. During the term of this Agreement, Client shall remain responsible for updating expiration date and other payment-related information. In the event Client fails to update billing information or otherwise fails to pay amounts due, Client remains responsible for any uncollected amounts or undisputed fees due under the Agreement. In the event of any dispute concerning the terms and provisions of this Agreement, including any action instituted to enforce this Fees provision, then the prevailing party shall be entitled to all costs incurred, including collection agency costs and reasonable legal fees.

Notwithstanding anything to the contrary in the Agreement, you may withhold from payment any and all payments of fees that you dispute on a timely basis in good faith, pending resolution of such dispute. We shall not fail to perform any obligation hereunder by reason of your good faith withholding of any fees in accordance with this Section.

e. No Refunds

Unless otherwise expressly stated in the Agreement, any fees payable hereunder are not refundable and you will remain liable for any obligations incurred or undisputed charges accrued before your Services are terminated. Further, you will not be permitted to re-activate a terminated Services account if you have any outstanding, owed payment obligations, until you repay such obligations (see “Termination”).

5. Content

Content provided or presented to you via the Services (“Content”) shall include DashQ Content and User Content, as defined herein.

a. Your User Content

Any content that you provide to us or that we collect in or through your use of the Services or API Service is your “User Content”. As between you and DashQ, DashQ agrees that you own and will retain all right, title and interest to your User Content. However, you agree that DashQ will be permitted to use any User Content that it collects solely to provide the Services to you.

b. DashQ Content

Except for Third Party Information, any content, data or other information provided or otherwise made available to you via the Services and all other content, data and information collected by

DashQ through the DashQ Services shall be “DashQ Content”. Notwithstanding the foregoing, DashQ Content does not include and is separate from your User Content and Third Party Information (both as defined above).

c. Anonymized Content

You acknowledge and agree that the Service compiles, stores and uses aggregated data and system usage, analytics and diagnostic information to monitor and improve the Service and for the creation of new products. You hereby grant to DashQ a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate User Content submitted by you or for you to the Service or collected and processed by the Service or for the Client using the Serviceand create anonymized, aggregated data records and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof (“Derivative Data”) to improve the Service, to develop new products and services, to understand usage, and for any other related internal business purposes provided that this Derivative Data will be deidentified and no longer be associated with you or an individual (and will not be able to reassociated or used to reidentify you or an individual) and as such is not User Content or Personal Information and shall not include your Confidential Information. Derivative Data shall be owned exclusively by DashQ.

d. Feedback

Any feedback relating to the Services, including but not limited to, questions, comments, or suggestions about the Services, excluding your Confidential Information and User Content (“Feedback”) submitted to DashQ shall become the exclusive property of DashQ, and you hereby irrevocably assign any and all rights in the Feedback to DashQ as consideration for access to the Services. DashQ will not be required to treat any Feedback as confidential and will not be liable for any ideas or incur any liability as a result of any similarities that may appear in our future Services or operations.

6. Our Licenses to You

a. The Services

The Services (and any Third Party Information provided or made available via the Services) are licensed, not sold, to you for use only under the terms of this Agreement. This license granted to you is limited to a worldwide, non-exclusive, revocable, non-transferable, limited license to access and use the Services, DashQ Content and any Third Party Information provided via the Services for (i) the internal business purposes including without limitation accessing and using information collected from third parties via the Service for you to determine if third parties qualify as successful rental applicants during the term of the Agreement and for employment assessments etc., and marketing spend effectiveness (unless such individuals independently agree with you to retain their Third Party Information for a longer period) (“Permitted Purpose”) and (ii) you may embed, or otherwise integrate the Service into your website on a white-labelled basis for the Permitted Purpose. The terms of the license will govern and include any upgrades provided by us that replace and/or supplement the original version of the Services unless such upgrade is made generally available to all customers as a new product and accompanied by a separate license in which case the terms of that license will govern. We hereby grant to you a worldwide, non-exclusive, revocable, non-transferable limited licence to use the end user documentation including relevant specifications relating to the Services (“Documentation”) during the term solely for Customer’s internal business purposes in connection with its use of the Services.

b. DashQ Content – Your Limited Rights, Restrictions and Limitations

DashQ hereby grants to you during the term of the Agreement, a non-exclusive, non-transferable, revocable, limited, royalty-free (except for any charges and fees that may apply) license, to (i) display all DashQ Content within your internal database and print and/or transmit DashQ Content electronically and/or (ii) display certain DashQ Content, on your website and/or public-facing mobile applications. In all cases, you will not (i) use any DashQ Content in a manner that is not contemplated and expressly authorized by the Agreement, (ii) copy or store any significant portion of the DashQ Content in any form or create derivative works of the DashQ Content; (iii) modify DashQ Content, except solely to the extent necessary to fit the format and “look and feel” of the Services on your platform on which the DashQ Content is displayed; (iv) use the DashQ Content in a manner that violates any applicable laws or regulations; or (v) use the DashQ Content in combination with any third party content or data (excluding your User Content, as permitted hereunder), for any commercial purpose or in any manner not expressly approved by DashQ in writing.

c. Rights Reserved

Except as expressly set forth herein, you are not granted any other rights in or to the API, the DashQ Content, the DashQ Marks, or any other patents, inventions, copyright, trade secrets, know-how, show-how or other intellectual property (collectively in this Agreement “intellectual property”) owned or licensed by DashQ. All rights not expressly granted herein are reserved.

7. Your Commitments

a. Specific Commitment

To maximize our ability to successfully provide the Services to you, you agree to:

provide such materials or information as DashQ may reasonably request to carry out the DashQ Services in a timely manner and ensure that the foregoing is complete, current and accurate;
provide content that is to the best of your knowledge complete, truthful, and accurate;

d. Restrictions; Prohibited Uses and Behaviors

You understand and hereby acknowledge and agree that you may not and warrant that you will not (to your knowledge) (nor, to your knowledge), will you permit any third party to) do any of the following:

use the Services, any DashQ Content, or any analysis from or derived from the same to create or aid any business that is competitive with the Services; nor may you attempt to do any of the same with any third party or via any means;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, the Site, the API or any software, documentation in any way through any medium or otherwise use any of the Services, Site or API in such a manner so that the Services, Site or API or any element thereof appear to be part of your or a third party’s website (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);
transmit any viruses, malware, Trojan horses, time bombs, or any other similar harmful software via or in connection with the Services, the API or the Site or otherwise; ● embed the Services within your or a third-party website in a manner that violates any of our guidelines and/or that is designed to make it appear that you are the provider and owner of the Services;
create or disclose metrics about, or perform any statistical analysis of, the API, DashQ Content, and/or DashQ Services for competitive purposes;

8. Warranty; Disclaimers

DashQ has no special relationship with or fiduciary duty to you. DashQ is neither an agent of nor is connected with any individual or business with which users interact through the Services. DashQ makes no representations or warranties concerning any real property listed on the Services and is not liable or responsible for any real property you encounter through the Services.

DashQ warrants that during the term of the Agreement the Services, API, and API Services (i) will conform in all material respects to the specifications set forth in the Documentation during the term of this Agreement; and (ii) will be provided in compliance with all applicable laws; and (iii) will not contain any virus or other malicious code.

UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, CONTENT, API, SITE AND ANY DASHQ SITE, OR SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

a. Third Party Sites and Services

Users of DashQ may gain access from the Services to third party sites on the Internet. Third party sites or services are not within the supervision or control of DashQ. DashQ makes no representations or warranties about any third-party site or resource and does not endorse the products or services offered by third parties. DashQ disclaims all responsibility and liability for content on third party websites. Any transactions or activity between you and any third-party site or resource are solely between you and the applicable third party. You hereby irrevocably waive any claim against DashQ with respect to third party content on third party sites. Third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with DashQ.

b. Indemnity

You will indemnify and hold DashQ and any of its affiliates, their directors, officers, employees, investors, agents, and representatives harmless from and against all direct damages, losses, and expenses of any kind, (including reasonable legal costs and fees) (“Losses”) , from any third party claim, action or demand (“Third Party Claim”) or arising out of (i) your breach of any of your obligations pursuant to this Agreement, or (ii)your User Content that you upload to the Services when used as permitted in the Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that we promptly notify you in writing of the claim, we reasonably cooperate with you, and allow you sole authority to control the defense and settlement of such claim.

We shall indemnify, defend, and hold harmless you and any of its affiliates, each of the foregoing’s directors, officers, employees, consultants, investors, agents, and representatives from and against any and all Losses incurred by you resulting from any Third-Party Claim that (a) the Services, DashQ Content, API Services, API or any access and use of any of the foregoing in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or (b) from a breach by DashQ, its employees or consultants of our Privacy Policy, DPA or (c) that any third party Personal Information or any access and use of any of third party Personal Information in accordance with the Permitted Purpose violates an individual’s privacy rights or applicable privacy law (d) a breach by DashQ, its employees or consultants of Section 2d (including without limitation a breach by DashQ to obtain Consent) provided in all of the foregoing circumstances that you promptly notify us in writing of the claim, reasonably cooperate with us, and allow us sole authority to control the defense and settlement of such claim.

c. Limitation of Liability

IN NO EVENT SHALL EACH PARTY, AND THEIR RESPECTIVE AFFILIATES, AND ANY OF THE FOREGOING’S DIRECTORS, OFFICERS, INVESTORS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES BE LIABLE WITH RESPECT TO THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (COLLECTIVELY “INDIRECT DAMAGES”); (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, USER CONTENT OR OTHER INTANGIBLES; (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING OR POSTING CONTENT.

EACH PARTY, AND THEIR RESPECTIVE AFFILIATES, AND ANY OF THE FOREGOING’S DIRECTORS, OFFICERS, INVESTORS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO: (i) FOR DIRECT DAMAGES THE GREATER OF FIVE TIMES THE AGGREGATE AMOUNT(S) PAID OR PAYABLE BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM; AND (II) FOR INDIRECT DAMAGES OTHER THAN THE EXCLUSIONS DESCRIBED IN THE PARAGRAPH BELOW AT (A) (i), (ii) and (iii), ONE MILLION DOLLARS PER CLAIM.

NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 8C SHALL NOT APPLY TO:

(a)DAMAGES OR LIABILITIES ARISING FROM:

(i) THE NEGLIGENT ACTS OR OMISSIONS, OR WILLFUL MISCONDUCT OR FRAUD OF EITHER PARTY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT; OR

(ii) A PARTY’S BREACH OF APPLICABLE LAW; OR

(iii) A BREACH OF SECTION 8(e) (Confidential Information);

e. Confidential Information

From time to time during the term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Each party shall secure and protect the Confidential Information at all times with no less that a reasonable degree to care required for the sensitivity of the information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees or supplier’s who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret or personally identifiable information (each as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains a trade secret. For the avoidance of doubt, all User Content and any derivatives shall at all times be deemed your Confidential Information.

f. Termination

In the case of any Services that are provided to you without charge, either party may terminate the Services at any time by notifying the other party by a written notice in writing. We may take up to thirty (30) days to process your termination notice.

In the case of Services provided for charge, in addition to any other express termination right set forth in this Agreement:

(i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (60) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. In all cases, DashQ may also at its sole option, acting reasonably, suspend any and all Services immediately, with reasonable prior notice or liability (except in emergency situations where there is a violation of law or imminent risk to an individual), if DashQ has a good faith belief that you have (i) materially breached any of the terms or conditions of this Agreement and such breach has gone uncured for 30 days after you have received a notice form us; (ii) repeatedly or purposefully posted inaccurate or outdated User Information after we have provided you with a prior written warning with respect to same; or (iii) failed to honor appointments booked using the Services after we have provided you with a prior written warning with respect to same.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and obligations to indemnify, defend and hold harmless, and limitations of liability.

Upon termination of this Agreement for any reason (i) all licenses granted to you hereunder shall automatically terminate and you will (i) remove any of the Services implemented on your properties, (ii) delete any DashQ Content and DashQ Marks from the same and from your possession (iii), to the extent applicable, you will either return to DashQ, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement, and (iv) each party shall return or destroy Confidential Information in their possession received by the other party pursuant to the Agreement and and upon request by a party the other party will promptly certify in writing to the requesting party that such actions have been taken.

Following any termination of Services, you will remain liable for any obligations incurred or undisputed charges accrued prior to the termination. As stated earlier, you will not be permitted to re-activate any terminated Services account (or open a new account) if you or anyone under your control still has a delinquent prior Services account.

Notwithstanding anything to the contrary in the Agreement, if you terminate the Agreement in accordance with the terms of the Agreement, we shall immediately refund to you any amounts that you have prepaid for Services, API, API Services or any other products or services that have not been provided beyond the effective date of termination.

g. Dispute Resolution; Governing Law; Venue

It is the Parties’ intention that any dispute between them in relation to this Agreement should be settled amicably, by consultation, negotiation, and mutual agreement. The Parties shall use reasonable efforts to resolve any dispute arising out of this Agreement. If the Parties are unable to resolve a dispute, either Party may escalate the dispute to the senior executive level. If the senior executives of both Parties are unable to resolve the dispute within ten (10) days after escalation, the Parties shall be permitted to use all legal avenues available to them.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflicts of law rules, and Canada. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in the courts in the Province of Ontario and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments.

h. Security

Throughout the term and at all times in connection with its actual or required performance of the Services, API, API Services, hereunder, and in compliance with all applicable laws, we shall make the Services, API, API Services available in accordance with and we shall comply with the Information Security/Data Policy available upon request and referred to as Schedule “A”.

As between you and us, we shall be solely responsible for (a) maintaining a robust cybersecurity framework by adhering to recognized industry security standards and practices, (b) for the information technology infrastructure, including all computers, software, databases, electronic systems (including database management systems), and networks used by or for us to provide the Services, API, API Services, (“Our Systems“) and shall prevent unauthorized access to your computer systems through the Our Systems, (c) ensuring that all User Content, Personal Information and data in transit and at rest shall be encrypted using industry-standard encryption algorithms.

i. Insurance

Required Coverage. At all times during the Term, DashQ shall procure and maintain, at its sole cost and expense, all insurance coverage required by applicable Law.

j. General

(i) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(ii) Order of Precedence. In the event of any inconsistency between the statements made in the Order Form, the body of these Terms of Service, the related Schedules, and any other documents incorporated herein by reference, the following order of precedence governs: (i) Order Form (ii), the body of these Terms of Service, (iii) the Schedules to these Terms of Service; (iv) our Invoice; (v) lastly, any other documents incorporated herein by reference.

(iii) Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice“) in writing and addressed to the other Party at the addresses set forth in the Order Form (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment), if delivered by email or (c) on the third (3rd) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

(iv) Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

(v) Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(vi) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not

(vii) Assignment. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(viii) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations with respect to confidentiality or personally identifiable information would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(ix) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.