The Compliance Store Terms of Use

Version 1.0

Last Updated January 1, 2023

Provision Analytics Inc. ("Provision") owns and operates an online marketplace through which third-party experts (the "Template Providers") provide digital record, policy, and procedure templates (the "Digital Templates") that Clients can purchase for use within Provision's cloud-based food safety and quality assurance software (the "Provision Platform"). The online marketplace, the Digital Templates, and the Website all form the "Compliance Store".

These Compliance Store Terms of Use (together with any Subscription Form or exhibits hereto, the "Agreement") form an agreement between the user accessing or otherwise using the Compliance Store (the "Client") and is entered into on the date the Client first clicks 'accept' to the Agreement or uses the Compliance Store (the "Effective Date"). Each of Provision and Client shall individually be referred to as a "Party" and jointly as the "Parties".

BY USING THE COMPLIANCE STORE (INCLUDING ANY OF THE DIGITAL TEMPLATES), CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 11(k). IF CLIENT DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CLIENT WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE COMPLIANCE STORE. CLIENT REPRESENTS AND WARRANTS TO PROVISION THAT CLIENT HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CLIENT IS USING THE COMPLIANCE STORE ON BEHALF OF ANOTHER PERSON, CLIENT HEREBY REPRESENTS AND WARRANTS TO PROVISION THAT CLIENT HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE COMPLIANCE STORE MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. PROVISION'S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE COMPLIANCE STORE, EXCEPT WITH PROVISION'S PRIOR WRITTEN CONSENT.

1. Compliance Store

   1. Provisioning of the Compliance Store. Subject to Client’s and its Permitted Users’ compliance with this Agreement, Provision will make the Compliance Store available to Client and Permitted Users on the terms and conditions set out in this Agreement during the Term.

   2. Exclusions. The Parties agree that Provision will not provide any compliance, professional or expert advice of any kind, including, but not limited to any advice regarding food safety, management, or workplace standards.

   3. Eligibility. Client must be a subscriber in good standing of the Provision Platform in order to use the Compliance Store. In the event Client's subscription to the Provision Platform terminates or expires during the Term, this Agreement will also terminate.

   4. Restrictions on Use. Client will not itself, and will not permit others to:

      1. sub-license, sell, rent, lend, lease or distribute the Compliance Store or any Intellectual Property Rights therein, or otherwise make the Compliance Store available to others other than Permitted Users;

      2. use the Compliance Store to permit timesharing, service bureau use or commercially exploit the Compliance Store;

      3. use or access the Compliance Store:

         1. in violation of any applicable law;

         2. in a manner that threatens the security or functionality of the Compliance Store; or

         3. for any purpose or in any manner not expressly permitted in this Agreement;

      4. use the Compliance Store to create, collect, transmit, store, use or process any Client Data:

         1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

         2. that Client does not have the lawful right to create, collect, transmit, store, use or process; or

         3. that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

      5. Modify the Compliance Store;

      6. reverse engineer, decompile or disassemble the Compliance Store;

      7. remove or obscure any proprietary notices or labels on the Compliance Store, including brand, copyright, trademark and patent or patent pending notices;

      8. access or use the Compliance Store for the purpose of building a similar or competitive product or service;

      9. perform any vulnerability, penetration or similar testing of the Compliance Store; or

      10. use the Compliance Store for any purpose or in any manner not expressly permitted in this Agreement.

   5. Permitted Purpose. Client may access and use the Compliance Store solely for Client's internal business purposes.

   6. Suspension of Access; Scheduled Downtime; Modifications. Provision 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 Client’s access to or use of the Compliance Store or any component thereof:

         1. if Client or any Permitted User violates any part of this Agreement;

         2. for scheduled maintenance;

         3. due to a Force Majeure;

         4. to address any emergency security concerns;

         5. if required to do so by a regulatory body or as a result of a change in applicable law; or

         6. for any other reason as provided in this Agreement.

      2. Modify the Compliance Store.

      Client is required to accept all patches, bug fixes and updates made by or on behalf of Provision to the Compliance Store and any Digital Templates (except as otherwise provided hereunder).

   7. Subcontracting. Provision may engage third parties to assist it in providing the Compliance Store or any part thereof.

   8. Acceptable Use Policy. Client will comply at all times with Provision's current acceptable use policy, available at https://provision.io/legal/use (the “AUP”).

2. Client Accounts

   1. Client Accounts. In order for Client to access and use the Digital Templates through the Compliance Store, Client must have an active subscription to the Provision Platform (the “Client Account”) for use by Client and all individuals who are employees or contractors of Client that Client wishes to have access to and use of the Compliance Store (each, a “Permitted User”).

   2. Permitted Users. The Client is responsible for identifying and authenticating all Permitted Users and for Permitted Users' use of the Compliance Store in compliance with this Agreement. The Client will ensure that Permitted Users only use the Compliance Store through the Client Account. Client will not allow any Permitted User to share the Client Account with any other person. Client will promptly notify Provision of any actual or suspected unauthorized use of the Compliance Store. Provision reserves the right to suspend, deactivate, or replace the Client Account if it determines that the Client Account may have been used for an unauthorized purpose.

   3. Compliance with this Agreement. The Client will ensure that all individual users of the Compliance Store, including Permitted Users, are contractually bound to terms and conditions with the Client that are no less restrictive or protective of Provision's rights than those set forth in this Agreement.

3. Ownership; Reservation of Rights and License Grants

   1. Client Rights. The Client retains all ownership and Intellectual Property Rights in and to Client Data as governed by the Terms of Service, the Terms of Implementation, and the Subscription Form for the Provision Platform. Client grants to Provision, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to a access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Client Data to:

      1. provide the Compliance Store;

      2. improve and enhance the Compliance Store and its other offerings; and

      3. produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).

      Provision may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Client of any kind. As between Provision and Client, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Provision.

   2. Provision Property. Provision or its licensors retain all ownership and Intellectual Property Rights in and to:

      1. the Compliance Store and its Digital Templates;

      2. anything developed or delivered by or on behalf of Provision under this Agreement;

      3. all other Confidential Information belonging to Provision, including but not limited to, any reports generated from the Compliance Store or any Aggregated Data;

      4. any Modifications to the foregoing (i), (ii) and (iii)

      (collectively “Provision Property”).

   3. Feedback. Client grants to Provision and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Compliance Store, any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or Permitted Users relating to the Digital Templates, the operation of Compliance Store or any of Provision’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict Provision’s right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Client or Permitted Users and without any obligation to the Client or any Permitted User. Provision is not obligated to use any Feedback.

   4. Reservation of Rights. All rights not expressly granted by Provision to Client under this Agreement are reserved.

   5. Documentation.Subject to the terms and conditions of this Agreement, Provision hereby grants to Client a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation solely for the purpose of use and receipt of the Compliance Store.

   6. Third Party Links. The Compliance Store may include links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with Provision. Please understand that such linked websites are independent from Provision, and Provision has no control over the content of such websites. Consequently, Provision cannot be held liable for and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. Such websites may be governed by terms and conditions different from those applicable to Compliance Store, and Provision encourages you to review the terms and privacy policies of those third parties before using their websites. The links which Provision might place on the Compliance Store do not imply that Provision sponsors, endorses or is affiliated or associated with, or has been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

   7. Digital Templates.Client understands that the Digital Templates provided through the Compliance Store are created and maintained by the Template Providers. Any use by Client of such Digital Templates, and any exchange of data between Client and any Template Provider is solely between Client and the applicable Template Provider. Provision does not warrant or support Digital Templates, and cannot guarantee their accuracy or appropriateness for the Client. Provision further cannot guarantee the continued availability or accuracy of the Digital Templates, and may cease providing them without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the Template Provider ceases to make the Digital Templates available through the Compliance Store.

   8. Customization of Digital Templates. In the event Client makes any Modifications to a Digital Template, Client acknowledges and agrees that:

      1. Such Modified Digital Templates may only be used in connection with the Compliance Store and the Digital Platform;

      2. Modified Digital Templates will not be updated or monitored by Provision or the Template Provider at their discretion;

      3. Modified Digital Templates are used at Client's own risk, with no guarantees, warranties, or support from Provision or the Template Provider; and

      4. All content used by Client in association with the Modified Digital Template will comply with all applicable laws.

   9. Provision will make commercially reasonable efforts to provide Client 30 days' notice in advance of any update of a Digital Template upon which Client has based a Modified Digital Template. Client acknowledges that any update to a Digital Template upon which a Modified Digital Template is based may result in the loss of all Modifications made by Client. Provision may provide Client with the ability to selectively accept or decline changes to the base Digital Template on itemized basis at its discretion. All instructions by Client to decline updates to Modified Digital Templates must be provided in advance of the update.

4. Privacy

   Provision's collection, use, storage, process, disclosure and deletion of information about an identifiable individual ("Personal Information") provided by Client under this Agreement is governed by applicable privacy and data protection laws.

5. Fees and Payment

   1. Fees. Client will pay to Provision the fees described in a Subscription Form (“Fees”). Unless otherwise noted on a Subscription Form: (i) all Fees are identified in U.S. dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If Client’s use of the Compliance Store exceeds the service capacity set forth on a Subscription Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Client will be billed for such usage and Client will pay the additional fees in accordance with this Agreement.

   2. Changes to the Fees. Provision reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Client.

   3. Invoicing. Provision will prepare and send to the Client, at the then-current contact information on file with Provision and in association with Client's subscription to the Provision Platform, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, all Fees are due upon receipt.

   4. Disputed Invoices or Charges. If the Client believes Provision has charged or invoiced the Client incorrectly, the Client must contact Provision no later than 30 days after having been charged by Provision 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, the Client will pay any undisputed amounts in accordance with the payment terms, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

   5. Late Payment. The Client may not withhold or setoff any amounts due under this Agreement or its subscription to the Provision Platform. Provision reserves the right to suspend the Client’s access to the Provision Platform, and any Digital Templates until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting Provision other rights, Provision may suspend Client’s access to or its performance of the Compliance Store, if Client has not paid the applicable Fees within 10 days of the date that such Fees become due.

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

   7. Suspension. Any suspension of the Compliance Store by Provision pursuant to the terms of this Agreement will not excuse Client from its obligation to make payments under this Agreement.

6. Confidential Information

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

   2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:

      1. disclose Confidential Information of the Discloser to any person, except to:

         1. in the case of Client to its own employee having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or

         2. in the case of Provision to Provision’s employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Compliance Store;

      2. use Confidential Information of the Discloser; or

      3. alter or remove from any Confidential Information of the Discloser any proprietary legend.

      Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

   3. Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.

   4. Return of Confidential Information. Upon the termination or expiration of this Agreement and all Subscription Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Client Data which is addressed at Section 10(d) below) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, Provision may retain any electronically archived Client’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.

7. Warranty and Disclaimer

   1. Client Warranty. Client represents and warrants to and covenants with Provision that the Client Data will only contain Personal Information in respect of which Client has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Provision to provide the Compliance Store, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Provision and to or from all applicable third parties; and

   2. GENERAL DISCLAIMER. PROVISION DOES NOT WARRANT THAT THE DIGITAL TEMPLATES OR THE COMPLIANCE STORE 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 SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE COMPLIANCE STORE, THE DIGITAL TEMPLATES, ANY PART THEREOF, AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PROVISION TO CLIENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PROVISION 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, Provision EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DIGITAL TEMPLATES, DATA OR INFORMATION PROVIDED TO CLIENT IN CONNECTION WITH CLIENT’S USE OF THE COMPLIANCE STORE, THE DIGITAL TEMPLATES, OR ANY PART THEREOF, ARE ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CLIENT FOR ANY PURPOSE WHATSOEVER.

8. Indemnification

   Client Indemnity. The Client will defend, indemnify and hold harmless Provision, and its officers, directors, employees and agents (each, a “Provision Indemnitee”) from and against any and all Losses incurred by a Provision Indemnitee arising out of or relating to any action by a third party (other than an affiliate of a Provision Indemnitee) that arise from or relate to: (i) Client Data; (ii) Client’s breach of any of Client’s obligations, representations, warranties or covenants under this Agreement or AUP; (iii) unauthorized use of the Compliance Store by the Client or any Permitted User; or (iv) use of the Compliance Store (or any part thereof) by Client or any Permitted User in combination with any third party software, application or service. Client will fully cooperate with Provision in the defense of any claim defended by Client pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Provision.

9. Limitation of Liabilities

   1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PROVISION IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED $5,000. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL PROVISION’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

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

10. Term and Termination

    1. Term. This Agreement will commence on the Effective Date and continue to be in effect until it is terminated by either Party (the "Term").

    2. Termination by Client. Client may terminate this Agreement at any time by:

       1. Providing 90 days' advance written notice to Provision by sending an email to client.success@provision.io; or1

       2. terminating its subscription to the Provision Platform, provided that:

          1. all obligations associated under this Agreement have been satisfactorily completed; and

          2. any disputes in which Client have been involved have been satisfactorily settled

    3. Termination by Provision. Provision may terminate this Agreement at any time by providing 30 days' written notice to Client. In addition and not withstanding anything to the contrary in this Agreement, Client’s and all Permitted Users’ access to the Compliance Store may be terminated or suspended by Provision at any time at Provision’s sole discretion. Provision may immediately terminate Client’s right to use the Compliance Store or this Agreement:

       1. if Provision believes that Client or any Permitted User has violated this Agreement;

       2. if Provision believes the use of Client Data with the Compliance Store is not in Provision’s or its users’ best interests;

       3. if Provision ceases to offer the Compliance Store; or

       4. as required by applicable laws.

    4. Effect of Termination. Upon expiration or termination of this Agreement:

       1. Provision will remove all Digital Templates from Client's workspace in the Provision Platform;

       2. Client will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Compliance Store; and,

       3. Client will return any Provision Property in its possession, and Client will certify in writing to Provision that the Provision Property has been returned.

       No expiration or termination will affect Client’s obligation to pay all Fees that may have become due before or as a result of such expiration or termination or entitle Client to any refund. All Fees due and payable and any amounts due to Provision are immediately due and are to be immediately paid by Client to Provision. All Subscription Forms will terminate upon the termination of this Agreement. No new Subscription Forms may be agreed to or entered into by the Parties, upon the termination of this Agreement.

    5. Survival. The following Sections, together with any other sections 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: Ownership, Reservation of Rights, Privacy, Fees and Payment, Confidential Information, Warranty and Disclaimer, Indemnities, Limitation of Liabilities, Survival, and General Provisions.

11. 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:

       1. if to Provision, to the following address and email contact:
          Address: 1215 13 St SE #201, Calgary, AB T2G 4Y3
          Email: client.success@provision.io

       2. if to Client, to the current mailing or email address that Provision has on file with respect to Client.

       Provision may change its contact information by posting the new contact information on the Website or by giving notice thereof to Client. Client is solely responsible for keeping Client’s contact information on file with Provision current at all times during the Term.

    2. Assignment. Client may not assign this Agreement to any third party without Provision’s prior written consent. Any purported assignment or delegation by Client in violation of this Section will be null and void. Provision may assign this Agreement or any rights under this Agreement to any third party without Client’s consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

    3. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Calgary, Alberta, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Provision from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.

    4. Export Restrictions. Client will comply with all export laws and regulations that may apply to its access to or use of the Compliance Store. Provision makes no representation or warranty that the Compliance Store may be exported without Client 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” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

    6. Force Majeure. 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 or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse the Client from its failure to pay Fees or Client’s indemnities under this Agreement.

    7. Severability. Any component 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 sections of this Agreement will remain in full force and effect.

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

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

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

    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, PROVISION MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CLIENT PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY PROVISION, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CLIENT OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).

    12. Client Lists. Provision may identify the Client by name and logo as a Provision Client on the Website and on other promotional materials. Any goodwill arising from the use of the Client’s name and logo will inure to the benefit of the Client.

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

12. Definitions

    As used in this Agreement, the following capitalized words have the meaning set out below:

    1. “Client Data” means any data, information, content, records, and files that Client or any Permitted User loads or enters into, transmits to, or makes available to the Compliance Store, including but not limited to Personal Information, excluding the Digital Templates, Aggregated Data and any other Provision Property.

    2. "Documentation" means end user documentation relating to the Compliance Store available on the Website.

    3. “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.

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

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

    6. “Subscription Form” means an order form that references this Agreement and that is executed by both Parties or otherwise accepted by Client.

    7. “Website” means any websites used by Provision to provide the Compliance Store, including the websites located at https://provision.io/resources/compliance-store.