[Draft] Terms and conditions of use - NPO

This draft will be in its final version in March 2021.

Welcome aboard!

These Terms and Conditions of Use (the "Agreement") constitute a valid legal contract between the organization that agrees to this Agreement (the "Organization", "you", "your") and 9355-0861 Québec inc. having its domicile at 917 Mont-Royal Ave. E., Montréal, Québec H2J 1X3 ("Simplyk", "we", "us", "our").

This Agreement applies to your use of the Services (as defined below).

Please read this Agreement carefully before using or accessing the Services, as it contains important information about your obligations when using the Services. The Agreement also tells you about our liability to you and any warranties or disclaimers that apply to the Services.

If you wish to use any of the Services, you must agree to be bound by and comply with this Agreement. Your use of the Services constitutes your acceptance of this Agreement. If you do not agree to this Agreement, do not access or use the Services, and please close your Account.

Your use of our Services is also subject to our Privacy Policy, which explains how we collect, use and disclose Personal Information through the Services.

This Agreement defines the legal relationship between you and us in relation to the Services. If you have any questions about this Agreement, you may contact us at [email protected]

  1. DEFINITIONS

When used in this Agreement with their first letter in capital letters, in addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings :

  1. "Account" means the account created and used by an Organization in connection with its use of the Platform.

  2. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For the purposes of this definition, control means the direct or indirect ownership or control of more than 50% of the voting interests of the relevant entity.

  3. "Anonymized Data" means all Usage Data, Organization Data and other data generated by the Services that have been processed using appropriate technology or a de-identification method recognized by industry standards and which, as a result, no longer identifies an identified or identifiable Person. For greater certainty, Anonymized Data does not include Personal Information.

  4. "Confidential Information" means, subject to the exclusions set forth in Section 6(a) of this Agreement, any information of a party (the "Disclosing Party") that is or will be disclosed to the other party (the "Receiving Party") concerning the business, property, operations or finances of the Disclosing Party or its business, including proprietary information and trade secrets. Confidential information must be indicated as such, or it must be clear at the time of disclosure that the information is to be treated as confidential according to its nature or the context of the disclosure.

  5. "Content" means any message, information, data, text, article, blog post, graphic, report, illustration, photograph, video and other content provided by Simplyk through the Services.

  6. "Contributor" means a legal or natural person who makes a payment to the benefit of the Organization via the Platform / Payment Account (or any other functionality of the Platform).

  7. "Documentation" means all documentation and other materials made available to you in connection with the provision of the Services, including the specifications and description of the Services that are publicly available on the Platform.

  8. "End User" means each user authorized by an Organization to use the Services through that Organization's Account.

  9. "Intellectual Property" means all intellectual property, including, without limitation, works, inventions (patentable or unpatentable), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analyses, software, research and development information, technical information, prototypes, specifications, models, designs, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and all proprietary rights under patent law, copyright law, trade-mark law, industrial design law, semiconductor chip law, or any other statutory provision or principle of civil or common law applicable to the protection of information or intangible property rights, including trade secret law, which may confer an interest in any of the foregoing, and all applications, registrations or other evidence of an interest in any of the foregoing.

  10. "Law" means any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or any political subdivision thereof, or of any arbitrator, court or tribunal of competent jurisdiction.

  11. "Member" means a member or supporter of the Organization, as defined in the Organization's governing documents.

  12. "Notification Email Address" means the email address you provided when creating your Account, which is designated to receive notifications from us.

  13. "Organization Content" means any information, data, documents, intelligence and other content about an Organization that is posted by that Organization or its End Users through the Services, all for the purpose of being publicly displayed and accessible on the Platform as part of the provision of our Services.

  14. "Organization Data" means (i) any Personal Information; and (ii) any data generated or submitted by the Organization through the Services, including any Organization Content. Notwithstanding anything to the contrary in this Agreement, Anonymized Data and Usage Data is not considered Organization Data.

  15. "Payment Account" means the Organization's payment account created with Stripe, independently or via the Platform, which allows the Organization to receive all payments made to it such as donations.

  16. "Personal Information" means any information or intelligence that meets the definition of "personal information", "personal data" or "personal data" (or similar nomenclature) under applicable Laws and that is (i) submitted by you through the Services or (ii) collected or generated by the Services.

  17. "Platform" means the web platform publicly accessible via https://s.simplyk.io/, allowing Organizations to obtain online donations, administer event ticketing, organize peer-to-peer campaigns, publish their volunteer opportunities and receive payments from their members with personalized forms.

  18. "Representatives" means any company, subsidiary, contractor, subcontractor, service provider or agent of an Organization, and the respective employees, directors and officers of each of these third parties.

  19. "Security Breach" means any act or omission that materially compromises the security, confidentiality or integrity of Personal Information.

  20. "Services" means :

    1. the Platform;

    2. any other website, service, feature or communication related to the foregoing;

    3. all the technologies we have developed (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, drawings and other technical or information materials, whether tangible or intangible);

    4. the system administration, hosting, management and monitoring activities that we perform in relation to the web interface that we make available.

  21. "Tax Receipt" means a certificate of payment issued by the Organization to its Contributors, generated via the Platform, entitling them to a deduction or other tax benefit in accordance with applicable Tax Laws.

  22. "Urgent Security Issue" means (i) any use of the Services in violation of this Agreement; (ii) any Security Breach; or (iii) any situation that reasonably requires us to take immediate action to prevent or mitigate security risks, including taking significant security fixes.

  23. "Usage Data" means data captured through and/or generated by the Services regarding statistics, trends, performance and analysis, such as pages viewed, performance statistics, errors that occur and electronic attributes of devices and devices, such as web browser name and version, operating system and country. Usage Data is generally used to improve our Services, monitor their performance and identify their most popular features.

  24. "Volunteer" means any volunteer, volunteer or other individual contributing without charge or compensation to the Organization and who has been referred and matched through the Platform.

2. SERVICES

  1. Eligibility

The Services as described in this Agreement are intended solely for non-profit organizations, charities, charitable organizations or any other similarly designated organization under applicable Laws, and any other business or organization with a social purpose or mission, and are not intended for use by persons under the age of 16. To the extent permitted by applicable Laws, Simplyk reserves the right to conduct all necessary verifications to determine the eligibility of any Organization for the Services, which determination remains at the sole discretion of Simplyk.

Simplyk is not responsible for verifying the information provided by Organizations, other individuals using the Platform such as Volunteers and Contributors, and does not guarantee or warrant that the Organization Content and other information provided by Volunteers about their skills, activities or performance is true and accurate. Each Organization is solely responsible for exercising due diligence on any other individual, such as a Volunteer or Contributor, with whom that Organization interacts on the Platform and the Services in general. In addition, some individuals may be located outside of Canada. Simplyk does not verify the compliance of any Volunteer or individual using the Services with applicable Laws based on their location.

2. Account

You must create an Account to become an Organization in order to access and use certain features of the Services. You are responsible for maintaining the confidentiality of your Account and the identifiers to access it, and Simplyk will not be liable if your Account is compromised. You are responsible for all actions and activities related to the use of your Account. If your identifiers are compromised, you must, without delay, trigger a reset of the identifiers as soon as possible and/or contact us to inform us that the identifiers have been compromised so that we can conduct appropriate investigations. You agree to cooperate with us in such investigations.

3. Changes to Services

We reserve the right to make changes to the Services.

In the event of a significant change to the Services, we will notify you using the Notification Email Address provided when you opened your Account.

We may need to amend this Agreement to accommodate new technologies, features, regulatory or other requirements based on our legitimate business needs. If we need to change this Agreement, we will notify you on our Services interface or at your Notification Email Address. If you continue to use the Services after such notification, we will assume that you agree to the changes made to this Agreement. You may object to these changes to the Agreement by contacting us at [email protected] and if you cannot agree to a mutually acceptable change, you may exercise your right of termination in Section 16.

4. Integration of Third Party Platforms

Simplyk uses the Stripe payment platform to provide Organizations with a Payment Account, some functions of which are integrated into the Platform. Its use is governed by provisions other than those contained in this Agreement, namely the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (the whole being called the "Stripe Terms of Use" - "Stripe Services Agreement").

3 YOUR OBLIGATIONS AND RESPONSIBILITIES

  1. Use

We are proud, through the delivery of our Services, to build a community of Non-Profit Organizations, Contributors and Volunteers. This Section 3 outlines what you can and cannot do when using our Services.

You hereby represent and warrant that, except as expressly authorized in writing by us, neither you nor your End Users will use the Services in any manner whatsoever:

  1. that is prohibited by applicable Laws or by our policies available to you, including this Agreement;

  2. that will interfere with the use or enjoyment of the Services by third parties, including if such use results in automated, constant, repeated requests for data other than as permitted by this Agreement and has an adverse effect on our systems or network, including abnormal usage that overloads servers or causes parts of our network to be blocked (for example, denial of service attacks and distributed denial of service attacks);

  3. who uses the Services to create, transmit, distribute or store any material that violates the Intellectual Property, privacy, publicity or other personal rights of individuals, export control, or which may otherwise be threatening, abusive, hateful, or which constitutes or encourages conduct that would be considered fraud, a criminal offense, or give rise to civil liability;

  4. which results in (1) the sharing of credentials, identifiers and passwords among End Users or between End Users and third parties and (2) the distribution, disclosure or use of any of the Services in any form to or by unauthorized third parties (i.e., other than End Users), including through any time-sharing service, service bureau, network or other means;

  5. which involves the use of any robot, spider, scraper, deep link or other similar automated data collection or extraction tool, program, algorithms or methodology to access, acquire, copy or monitor the Services or any part of the Services;

  6. which involves decompiling, disassembling or otherwise reverse engineering or attempting to reconstruct or discover any source code or the ideas or algorithms of any of the Services underlying the Technology by any means;

  7. that involves breaking into our security, including, without limitation:

    1. Posting or transmitting any file that contains viruses, worms, Trojan horses or any other contaminating or destructive features;

    2. by interfering with the proper functioning of services;

    3. trying to hack security requirements or processes in the use of the services;

    4. attempting to access any part of the Services (or any of their systems, networks, servers or other related equipment) that you are not authorized to access;

    5. by attempting to disrupt in any way whatsoever the operation of the services, its servers or its network;

    6. disobeying any requirements, procedures, policies or regulations of your network connected to the Services;

    7. manipulating identifiers to disguise the origin of any content transmitted or uploaded to the services, or the source of any content;

    8. modifying or tampering with the services in any unauthorized manner.

(collectively, the "Abuses").

You hereby agree and acknowledge that an indirect or attempted violation of this Section 3(1) shall be considered Abuse. If we discover that you are about to commit Abuse (including facilitating Abuse), we may preventively suspend all or part of the Services with or without notice to you. If no prior notice has been given, we will send you a written notice as soon as possible and conduct an investigation to reasonably determine whether the suspension of the Services should be continued.

2. Administration of Services and Accounts

It is your responsibility to understand the settings, privileges, and controls of the Services.

The Organizations are responsible for managing their Account and authorizing and controlling their End Users. Simplyk is not responsible for the management of the Accounts nor for the settings and controls available as part of the administration of the Accounts.

Any Organization undertakes to inform us without delay of any change in its Notification Email Address. Otherwise, we will assume no responsibility for notifications or communications not received.

4. INTERRUPTION AND SUSPENSION OF SERVICES

  1. Urgent security issues

Notwithstanding any provision to the contrary, we reserve the right to suspend, with or without notice, all or part of the Services.

2. Suspension to comply with applicable Laws

We may, in our sole discretion and at any time, suspend the provision of the Services if necessary to comply with any applicable Laws.

5. INTELLECTUAL PROPERTY

We remain at all times the exclusive owner of all right, title and interest, including all Intellectual Property, in and to the Services, Documentation, Content, and our Confidential Information. Notwithstanding anything to the contrary, we remain the exclusive owner of any suggestions, enhancement requests, recommendations or other comments provided by you to Simplyk, insofar as they relate to the Services, and you hereby assign to Simplyk, without limitation of any kind, all of your rights, titles and interests in such items, with Simplyk accepting such assignment. At our request and at our reasonable expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require to assist us in acquiring, developing and maintaining our Intellectual Property.

You remain the exclusive owner of all right, title and interest in and to your Intellectual Property, including without limitation all Intellectual Property rights in your Organization Content.

For any work product delivered to you by a Matched Volunteer as part of the Services, you agree to grant the Matched Volunteer an irrevocable, non-exclusive, non-sublicenseable license from you to use the work product on behalf of the Matched Volunteer, to advertise the services of the Volunteer or for non-commercial purposes. In addition, upon completion and delivery of any work product, you will receive all title, rights or property in the work product, as separately agreed between you and the matched Volunteer to you. You will be solely responsible for any fees or costs associated with the transfer or assignment of any work product. Failure to pay such fees or costs in full may result in you losing any future right or interest in the work product.

6. CONFIDENTIAL INFORMATION

  1. Exclusions

Confidential Information does not include information that the Receiving Party can prove: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) does not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restriction on disclosure; or (iii) does not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form before being disclosed to the Receiving Party by the Disclosing Party.

2. Confidentiality

The Receiving Party acknowledges and agrees that Confidential Information is proprietary information of the Disclosing Party and may constitute Intellectual Property of the Disclosing Party, whether or not any part of such information is protected by valid copyrights or patents. The Receiving Party shall use the Confidential Information of the Disclosing Party only for the purposes set forth in this Agreement and shall protect such Confidential Information with at least the same degree of care and confidentiality, and in no event less than a reasonable level of care and confidentiality, that the Receiving Party uses for its own Confidential Information.

The Receiving Party shall take all reasonable steps necessary to ensure that Confidential Information of the Disclosing Party is not made available or disclosed by it or any of its Representatives to third parties except (i) as required by applicable Laws, including a valid court order; (ii) with the prior written consent of the Disclosing Party; (iii) as permitted or reasonably inferred from this Agreement; or (iv) if the disclosure is made to legal counsel, an auditor or as reasonably required in connection with the administration of a legal entity. The Receiving Party shall exercise due diligence to ensure that its Representatives are subject to the same obligations of confidentiality as it is.

The Receiving Party shall not make copies or reproductions of the Disclosing Party's Confidential Information (on any medium whatsoever), except as may be necessary for the purposes of this Agreement (including back-up and business continuity).

3. Obligation in case of termination

In the event of termination of this Agreement for any reason whatsoever, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to retain copies required to comply with applicable Law, for its business records or as part of its business continuity, in which case, the Receiving Party shall maintain the confidentiality and integrity of such Confidential Information for as long as it is in the custody of the Receiving Party and shall securely delete such Confidential Information as soon as reasonably practicable.

7. PERSONAL INFORMATION

  1. Collection, Use and Disclosure of Personal Information

You hereby agree and acknowledge that we use, collect and disclose Personal Information in accordance with our Privacy Policy.

You are responsible for compliance with applicable Laws regarding the collection, use and disclosure of Personal Information, including without limitation the Personal Information of your Matched Volunteers, Contributors, and other individuals with whom you interact through the Services. You represent and warrant that you have all appropriate consents or other legal authority to enable us to collect, use and disclose Personal Information in the manner set forth in our Privacy Policy and as required to provide the Services.

8. LICENCES

  1. Licenses for Organization Data

You own all right, title and interest in and to all Organizational Data, provided that you hereby grant us a revocable (but only under this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the Organizational Data as may be necessary for us to provide the Services to you or to exercise our rights and obligations under this Agreement.

In consideration of the foregoing paragraph, you hereby grant us a revocable (but only under this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the Organizational Data as may be necessary for us to provide the Services to you or to exercise our rights and obligations under this Agreement.

Notwithstanding anything to the contrary in this Agreement, you agree and acknowledge that Simplyk holds all right, title and interest in and to the Anonymized Data and Usage Data.

2. License for Reports

The Services may include the provision of reports or presentations of similar results (each a "Report"). Simplyk hereby grants the Organization a limited, non-exclusive, non-sublicensable and non-transferable license to reproduce, print, download and use all such Reports solely in accordance with this Agreement and for your business needs and those of your representatives. This License will survive the Term.

3. License for Services

Subject to this Agreement, we hereby grant you, for the Term, a non-exclusive, non-sublicensable, non-transferable and revocable (but only under this Agreement) right and license to access and use (and to permit your End Users to access and use, as applicable) the Services for lawful purposes. All rights not expressly granted herein are reserved by Simplyk. End Users may use the Services only if the Organization remains responsible for such End Users.

9. PUBLICITY

You hereby agree that we may (i) publicly use your name and logo alongside the names and/or logos of other organizations on our Platform, our lists of Organizations, our proposals, our presentations to potential investors and our sales presentations; and (ii) that each party shall obtain the prior written consent of the other party before issuing a press release.

Accordingly, you hereby grant us a revocable (but only under this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the trademarks you own as may be necessary for us to provide the Services or to exercise our rights and obligations under this Agreement.

You may contact us at any time at [email protected] to withdraw your consent under this Section 9.

10. REPRESENTATIONS AND WARRANTIES

  1. Mutual

If a party has been the subject of any such investigation or inquiry referred to in Section 16, it represents and warrants that it has not been found to be in violation of applicable Law and that no charges have been brought against that party.

2. of the Organization

You represent and warrant that (i) you are either (y) a non-profit organization, charity or charitable organization within the meaning of the Laws applicable to you, including without limitation the Companies Act (Quebec) and the Canada Not-for-Profit Corporations Act; or (z) a business or other organization with a social mission; (ii) all of your End Users are at least 16 years of age; (iii) the information about you that you submit to us in connection with the provision of the Services, including the Organization Content, is true and accurate; and (iv) you are not prohibited by Simplyk or by applicable Laws from using the Services.

3. of Simplyk

We represent and warrant only that the Services will be substantially in accordance with the Documentation and will be performed in a professional manner.

11 COMPENSATION

  1. Compensation

You hereby agree to indemnify, defend and hold us (including our Representatives) harmless from and against any and all claims, penalties, fines, costs, expenses (including reasonable attorneys' fees), actions, damages, losses or liabilities arising directly or indirectly out of, connected with, related to or resulting from (i) your access, use or alleged use of the Services in a manner not authorized by this Agreement, including any violation of any of Sections 3(1), 6, 7 and 10; and (ii) your negligence, fraud and willful misconduct.

12 DISCLAIMER OF LIABILITY

Except as provided in this Agreement, (i) we do not warrant that the Services will be uninterrupted or error-free; (ii) we make no warranty as to the results that may be obtained from the use of the Services; (iii) Simplyk is the only person authorized to make any representations or warranties on its behalf; (iv) the Services are provided on an "as is", "where is" and "as available" basis; (v) to the maximum extent permitted by applicable Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any production or information (including any Organization Content and Reports) provided by or as a result of the use of the Services; and (vi) we expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Except as otherwise provided in this Agreement, you hereby waive your rights to any of the foregoing warranties, representations or conditions, whether express or implied.

You are solely responsible for the accuracy, truthfulness and quality of the Organization Data, the Organization Content and any content or information provided directly or indirectly by you through the Services. We have no control over and accept no responsibility for the accuracy, truthfulness and quality of the Organization Data and the Organization Content, including, without limitation, violations of Intellectual Property, applicable Law and privacy rights. You acknowledge and agree that all results (including Reports and Organization Content) produced or obtained through the Services (or their use) are for informational purposes only. We assume no responsibility for business decisions, including without limitation investment decisions, resulting from such results. You are responsible for ensuring that the results are accurate and consistent.

Simplyk, in the course of providing the Services, does not recommend any business decision, does not verify or review any information provided by Volunteers, Members, Contributors or any other individual on the Platform ("Other Users"), documents, communications or any other information concerning such Other Users, and does not provide any business or other type of advice.

Simplyk is not responsible for verifying the information provided by Other Users. Each Organization is solely responsible for exercising diligence on any Other User with whom that Organization interacts on the Platform and the Services in general. In addition, some Other Users may be located outside of Canada. Simplyk does not verify the compliance of any Other User with applicable Laws based on their location.

We do not operate wireless communications network services or other communications service providers through which you may access the Services, and we have no control over their activities as providers of such services. Accordingly, (i) we disclaim any responsibility for or in connection with your use of such providers to access the Services and (ii) we cannot guarantee the confidentiality or security of wireless data transmissions.

No other oral or written advice or electronically transmitted information given by us or our Representatives can constitute a guarantee.

The Services may contain links to integration partners, websites or third-party content. We are not responsible for integration partners, websites or third party content.

  1. Volunteers

You understand that due to the uncertain nature of the skills of the Volunteers referred on the Platform, Simplyk makes no guarantee as to the effectiveness of its services or the reliability of the matched Volunteers presented to you.

Simplyk does not guarantee, expressly or impliedly, that you will be financially successful or that you will benefit from increased volunteer participation as a result of using the Services.

2. Donation Management

You are solely responsible for decisions relating to the organization of donation campaigns, your relations with Members and Contributors who participate in them, and the use, management, collection, allocation, reimbursement and purposes relating to the funds you receive from Contributors via the Services, all in accordance with applicable Laws. We assume no responsibility for the truthfulness and legality of the purposes of the events and donation campaigns conducted via the Services, or any other procedures described in this paragraph.

You are also solely responsible for establishing and communicating your policies and guidelines with respect to the foregoing to Volunteers and Contributors interacting with you via the Platform.

3. Tax receipts

The Platform enables the Organization to issue a Tax Receipt to Contributors who have made a payment via the Organization's website or the Platform.

The Organization is responsible, at Simplyk's entire exoneration, for the issue, content and format of the Tax Receipt that it publishes and transmits to its Contributors according to its own procedures.

The Platform proposes to the Organization to automate its receipts with the help of a receipt template verified by experts. This in no way exempts the Organization from being aware of the applicable Laws on Tax Receipts and, if necessary, to ask for recommendations from a professional.

13 LIMITATION OF LIABILITY

To the maximum extent permitted by applicable Law, neither party shall be liable to the other party or its Representatives for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, arising out of or in connection with the performance of the Services or the performance of any other obligation under this Agreement, even if a party is aware of the possibility of such damages.

Notwithstanding anything to the contrary, but excluding the circumstances set forth in Section 10 (which are applicable and give rise to indemnification without limitation), to the maximum extent permitted by applicable Law, we will not be liable to you for any damages arising out of or relating to this Agreement, whether arising by statute, contract or otherwise.

14 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in its capacity as sovereign or contractor, flood, epidemic (including the outbreak of the COVID-19 coronavirus), earthquake or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial of service and distributed denial of service, ransom software and other cyber attacks that are not caused or facilitated by negligence ("Force Majeure"). Any delay resulting from an Event of Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by such cause. The parties shall inform each other as soon as possible of any Case of Force Majeure.

15 EXPORT CONTROL; ANTI-CORRUPTION; MONEY LAUNDERING

Simplyk is required to comply with the legal and regulatory provisions of the applicable Laws relating to the fight against money laundering, terrorist financing and, more generally, could exercise constant vigilance on the operations carried out by the Organizations and their End Users.

Simplyk or its Payment Service Provider(s) may be required to suspend or reject a payment or transfer transaction issued and/or received, or to block funds and accounts of the Organization in order to comply with applicable Laws.

Simplyk may ask the Organization and, if necessary, an End User, in the context of carrying out investigations, to provide information concerning the circumstances and the context of an operation such as the nature, the destination and the origin of the movements of funds, as well as the necessary supporting documents to support these explanations, in particular in the case of a particular operation compared to the operations usually recorded on the account of the Organization concerned.

The Organization must comply with all applicable anti-corruption laws, including, without limitation, the Canadian Corruption of Foreign Public Officials Act, as amended ("Anti-Corruption Laws"). The Organization represents and warrants that it and its Representatives are not or have not been investigated or reviewed by authorities regarding potential or actual violations of the Anti-Corruption Laws. Notwithstanding anything to the contrary, if either party takes any action that may constitute a violation of the Anticorruption Laws, the other party may immediately terminate this Agreement.

You acknowledge that the Services may be subject to Canadian and U.S. Export Laws and the Export Laws of other countries, including but not limited to the Export Administration Regulations of the U.S. Department of Commerce and all administrative actions of the U.S. Government thereunder.

16 TERMINATION

  1. Termination

This Agreement is valid from the first time you use any of the Services and for as long as you use any of the Services (the "Term").

Subject to any provision to the contrary in this Agreement, either party may suspend or terminate the Agreement and the Services at any time.

2. Effects of termination

If this Agreement is terminated for any reason or expires, then : (i) except as otherwise provided in these Terms of Service, the rights granted by either party to the other will terminate immediately; (ii) you will have limited access to the Services for a period of thirty (30) days during which you may retrieve your Organization Data; and (iii) the provisions of Sections 5, 6, 7, 8, 10, 11, 12, 13 and 17 hereof will survive the Term or termination of this Agreement for any reason.

17 GOVERNING LAW; DISPUTE RESOLUTION

  1. Governing Law

The validity, interpretation and performance of this Agreement and the legal relationship between you and us shall be governed by and construed in accordance with the applicable Laws of the Province of Quebec, Canada, and the federal law applicable therein, without giving effect to any choice or conflict of law provisions or rules (whether in Quebec or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than Quebec, Canada. The law known as the United Nations Convention on the International Sale of Goods is specifically excluded from the application of the Terms of Service.

Subject to Sections 17(2) and 17(3) below, any lawsuit, action or proceeding arising out of this Agreement or any transaction under this Agreement shall be brought in Montreal, Quebec, Canada.

2. Mediation

Any dispute between the parties arising out of the application or interpretation of this Agreement that is not resolved within thirty (30) days of written notice of the dispute by one party to the other party shall be referred to mediation. The parties must participate in good faith in at least one (1) mediation session by delegating a person with the authority to participate. The mediator shall be chosen jointly by the parties acting reasonably. The mediation shall be conducted in English or French in the City of Montreal, Province of Quebec, or by electronic means as agreed to by the parties (including online mediation services). The parties shall be responsible for their own costs related to the mediation and shall share equally other costs related to the mediation, such as professional fees.

If the parties settle the dispute through mediation, they shall jointly draft a document setting out the terms of the settlement. This document, once signed, will be irrevocably binding on the parties and may be submitted to a court of competent jurisdiction in Montreal, Quebec, Canada.

3. Arbitration

Subject to the mediation provisions set out above, any dispute, controversy or claim arising out of or relating to this Agreement, including any question concerning its existence, interpretation, validity, breach or termination or the business relationship created thereby, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the Canadian Arbitration Association. The place of arbitration shall be Montreal, Quebec, Canada (unless otherwise agreed in writing by the parties). The language of the arbitration shall be English or French, at the option of the parties. There shall be a sole arbitrator chosen jointly by the parties or, if the parties cannot agree, by a judge of the Superior Court of Quebec, in Montreal, Quebec, Canada. The arbitrator must have at least five (5) years of experience in commercial law and in the field of technology such as software as a service.

The arbitrator shall render his or her verdict and decision on any compensation by selecting one of the final offers made by each party, in its entirety and without modification. The arbitrator shall give detailed reasons for his or her decision. A hearing is not required and the parties may make submissions in writing. The decision of the arbitrator is final on questions of fact, law or mixed law and fact. The decision reached by the arbitrator is final and binding and is not subject to appeal. The costs of the arbitration shall be shared equally between the parties, and each party shall bear its own costs of representation. The award rendered by the arbitrator may be brought before any court of competent jurisdiction.

The arbitration process and proceedings and the resulting awards are considered Confidential Information.

18 GENERAL PROVISIONS

The waiver of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any other or subsequent breach.

If any provision of this Agreement is in violation of any applicable Law, or is unlawful for any reason, such provision shall be self-destructive without affecting the validity of the remaining provisions.

This Agreement describes the entire agreement between the parties and supersedes all oral and written agreements or understandings between them relating to its subject matter.

We may assign or transfer this Agreement, in whole or in part, at any time as part of a bona fide corporate reorganization, sale of our assets, merger and acquisition or judicial liquidation. You may not assign or transfer this Agreement, in whole or in part, to any other person without our prior written consent, which shall not be unreasonably withheld. Any attempt by you to assign this Agreement without our consent is void. You may not transfer or assign to anyone else, temporarily or permanently, any right to use the Services or any part of the Services.