Subscription and Licensing Agreement

1. Introduction

This Townfolio Services Subscriber Agreement (“Agreement”) governs the use of Townfolio’s services by a Subscriber and their organization. By clicking the “Accept box”, and/or executing Subscription Agreement that references this Agreement, or starting to use Townfolio’s Services, the subscriber and their organization agrees to all the terms of this Agreement. As the person entering into this Agreement on behalf of your employer or other legal entity, you represent having the authority to bind such entity to this Agreement. You may not enter into this Agreement if you are not of legal age to form a binding contract with us, or are otherwise precluded from using or receiving Townfolio’s services, under the laws of the jurisdiction in which you are a resident or from which you intend to use Townfolio’s services.

In the event that an additional or new Townfolio service is introduced, or an existing Townfolio service is altered, the terms in this Agreement shall continue to apply and shall be modified only to the degree they are in direct conflict with any supplemental terms and conditions which we will present to you prior to your use of the additional or altered service.

We may make changes to this Agreement or any supplemental terms from time to time. When we update this Agreement, we will revise the “Last Updated” date at the top of the Agreement and will post the updated subscriber agreement on our website, prior to the changes becoming effective. If you use Townfolio’s services after the date on which this Agreement or supplemental terms have changed, you are deemed to have accepted the updated agreement and/or supplemental terms.

2. Definitions

“Authorized Users” means those individuals who have a Qualifying Relationship with You, who You have permitted and authorized via your User Agreement to access and use Townfolio’s Services.

“Beta Services” means Our services that are not generally available to customers.

“Community Profile” means User Accounts typically created by communities, governments, companies (such as investment promotion organizations or regional economic development associations), or individuals to create a profile of localized data and information based on a geographical area.

“Content” means all information including, with limitation, all digital media and data contained within any website, software or system owned and/or operated by Townfolio or otherwise made available to You and/or Your Authorized Users pursuant to the Purchased Services, whether such information is owned by Townfolio or by a third party.

“Data Sharing Policy” means, at any given time, the then current Data Sharing Policy adopted by Townfolio.

“Enterprise Data” means data, information and content about You and Your Authorized Users, that is provided or entered by You, or by Your Authorized Users, when subscribing for or using Townfolio’s Services.

“Feedback” means any comments, recommendations, suggestions, enhancements and other feedback provided or disclosed at any time by You, including by Authorized Users, in any form, medium and for any purpose, relating to the functionality or features of Townfolio’s Services or accessing, using, operating or exploiting Townfolio’s Services.

“Free User Account” means the User Account that You selected in Your Subscription Agreement when creating a User Account, that can be defined as part of Your Townfolio Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Subscription Agreement” means the purchase agreement that users sign and agree to a specific addendum separate from the "Subscription and Licensing Agreement”. Some items within the Subscription Agreement may differ slightly to the “Subscription and Licensing Agreement" and take precedence as they have been mutually agreed to between the parties involved.

“Privacy Policy” means, at any given time, the then current Privacy Policy adopted by Townfolio.

“Profiles” means User Accounts created by companies, communities, governments, or individuals to create a Community Profile or Company Profile.

“Purchased Services” means those Townfolio Services that You subscribe to and license from Us. This does not imply any form of ownership by You; the subscriber is being granted an individual, limited, non-exclusive, non-transferable license to use the Purchased Services subject to the terms and conditions of this Agreement and the proprietary rights and ownership section.

“Purchased User Account” means the User Account (commonly known as Townfolios or Profiles) that You paid a subscription or license for as set out in Your Subscription Agreement or when creating a User Account, that can be defined as part of Your Townfolio Services.

“Purchased User Accounts” means the number of User Accounts (may also be known as Townfolios or Profiles) that You paid a subscription or license for as set out in Your Subscription Agreement or when creating a User Account, being the maximum number of User Accounts that can be defined as part of Your Townfolio Services.

“Qualifying Relationship” means a business (as opposed to personal) relationship that an individual has with an organization, arising from being its (1) employee, (2) director, (3) shareholder, (4) customer, client, consultant, advisor, contractor, agent, representative, supplier or service provider, or (5) contributor through participation on its teams, project groups, committees, working groups, clubs or similar collaborative associations.

“Registration Form” means the electronic registration form completed by You for the purposes of registering Your organization for the Townfolio Services subject to the terms and conditions of this Agreement.

“Security Description” means, at any given time, the then current Security Description adopted by Townfolio.

“Subscriber” means the company, organization or other legal entity entering into this Agreement, and includes any Affiliates of that company or entity as requested and granted for your User Agreement.

“Subscription Term” means the period of time during which You have paid for to receive a subscription license. Free accounts or profiles have an indefinite term.

“Taxes” means all taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use and withholding taxes, assessable by any local, state, provincial, and federal jurisdiction or entity, excluding only taxes imposed on Our net income.

“Terms of Use” or “Terms of Service” means the terms and conditions provided by Us that each individual must agree to be bound by before being allowed to become an Authorized User who can access and use Townfolio’s Services, which are available via our website and may be modified by Us from time to time.

“Third-Party Applications” means online web-based applications and offline software products provided by third parties that inter-operate with or may be used in conjunction with Townfolio’s Services.

“Townfolio’s Services” or “Townfolio Services” means the online, web-based platform made available by Us, but excluding Third Party Applications.

“User Account” means an account that You set up or was set up by Us within Townfolio’s Services under a unique name, containing the profile of a community, government, organization or individual who may or may not be an Authorized User. The User Account may refer to free or paid subscriptions.

“User Agreement” means the products or services and/or subscription which You ordered for the Subscription Term, with limitations on the number and type of permitted User Accounts and Affiliates, and a description of any implementation and support assistance to be provided by Us.

“We” or “Us” or “Our” means Townfolio Partnership. Having its physical place of business at 204D2 1121 McKercher Drive S7H 5K9.

“You” or “Your” means the company, community, government, or other legal entity entering into this Agreement, and includes any Affiliates of that company or entity as requested and granted for your User Agreement.

3. Purchased Services / License

The Subscriber’s sign-up and registration for, or use of, the Purchased Service shall be deemed to be an agreement by the Subscriber. The Subscriber is being granted an individual, limited, non-exclusive, non-transferable license to use the Purchased Services subject to the terms and conditions of this Agreement. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Security Description, Data Sharing Policy, and Privacy Policy.

3.1 User Agreement

We are committed to continually improving and enhancing Townfolio’s Services and may need to modify, add to or delete certain features and/or functionality of Townfolio’s Services. We will use commercially reasonable efforts to give You advance notice of any changes, but will try to ensure that the basic functionality and features of Your Purchased Services are not materially adversely affected. Your User Agreement is not contingent on Our implementing any future functionality or features of Townfolio’s Services, even if We have publicly or privately discussed or announced the intent or likelihood of such functionality or features being implemented. We shall have no obligation under this Agreement to develop or implement any new functionality or feature requested or expected by You, unless We have expressly agreed to do so pursuant to a separate Subscription Agreement.

3.2 Purchased User Accounts

Purchased Services are limited to the number of User Accounts that You specified in Your Subscription Agreement. Should the number of User Accounts materially exceed the maximum stated on Your Subscription Agreement we reserve the right to add an additional fee for extra User Accounts to be created. If You did not request a Subscription Agreement, User Accounts will be limited to invoiced amount.

3.3 Authorized Users

You shall manage and be responsible for ensuring the security, confidentiality and authorized use of Authorized User and/or User Account identifications and passwords. You shall at Our request provide to Us accurate, complete and updated information about the individuals You authorize to be Authorized Users, and We shall have the right to determine or verify this information directly through Our systems. We reserve the right, based on Our reasonably held belief, to at any time deny registration of any individual as an Authorized User who does not qualify to be an Authorized User, and to revoke the registration of any individual who has continually or on multiple occasions failed to comply with the Terms of Service either as Your Authorized User or as an Authorized User of any other organization. You may not allow any person to share or use an Authorized User’s Purchased User Account to access or use Townfolio’s Services, except for the Authorized User that is the subject of the User Account.

3.4 Availability of Purchased Services

We shall use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week during the Subscription Term, except for planned downtime of which We shall give You reasonable prior notice of. Purchased Services are subject to unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or power, communication or Internet service provider failures or delays. We have the right to immediately suspend access to the Purchased Services, in whole or in part, and by individual Authorized User as applicable, if We determine in Our reasonably held belief that the manner of use of the Purchased Services by You or the Authorized Users, or the Enterprise Data, do not meet the requirements of or do not otherwise comply with this Agreement.

3.5 Support

We shall provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately by You. We typically provide basic support for non purchased services, but reserve the right to not provide ongoing support we deem unreasonable.

3.6 Services Capacity

If the access, usage and/or storage demands of Your Authorized Users exceed at any time during the Subscription Term those facilities and services normally provided by Us to Our other subscribers, then You will either arrange with Us to receive enhanced Townfolio Services (which may result in additional charges), or else promptly take steps to limit the access, usage and/or storage requirements of Your Authorized Users such that they are reduced to the levels normally supplied to Our other subscribers.

3.7 Non-exclusivity of Services

Nothing in this Agreement shall preclude Us from offering the same or similar Townfolio Services to any third party, including customizations and premium features.

3.8 Beta Services

From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. Use of Purchased Services and Content

The subscriber is to use Townfolio’s Services in accordance and compliance with this Agreement, in addition to the Terms of Service and Privacy Policy.

4.1 Usage Restrictions

You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

4.2 Unauthorized Access

You shall not make the Purchased Services available to anyone other than Authorized Users. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Purchased Services, and shall notify Us promptly of any unauthorized access or use upon becoming aware of it.

4.3 Unlawful Activities

You may not use the Purchased Services to store or transmit infringing, libellous, unlawful or tortious material, or to store or transmit material in violation of privacy or other rights of any person, or to harass, abuse, stalk, threaten or impersonate any person, or as part of any criminal activities.

4.4 Systems Security and Spam

You may not use the Service for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such list. You shall not use the Purchased Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code. You shall not interfere with or disrupt the integrity or performance of Townfolio’s Services or data contained therein, or attempt to gain unauthorized access to the systems or networks that provide Townfolio’s Services.

4.5 Compliance by Authorized Users

You shall be responsible for ensuring that each individual has accepted the Terms of Service prior to being granted access to the Purchased Services as an Authorized User, and for monitoring use of the Purchased Services and ensuring compliance by all Authorized Users with the Terms of Service.

4.6 Enterprise Data and Privacy

We have no obligation to examine or evaluate the accuracy, completeness, timeliness, validity, copyright compliance, legality or any other aspect of Your Enterprise Data. You shall be solely responsible for obtaining all authority and consents for uploading, sharing and using Your Enterprise Data with the Purchased Services, the accuracy, integrity and legality of the Enterprise Data, the means by which You acquire and keep the Enterprise Data current, and the manner of use of the Enterprise Data with the Purchased Services by Authorized Users. We backup our entire database on a daily basis as protection against any disaster impacting Us. We do not provide any other backup, data recovery or reconstruction services unless explicitly specified on your Subscription Agreement. Any data that is public information and not personal information may be shared with other software applications and used by third-party applications or third-party companies including public data uploaded to Your User Account, Enterprise Data, and data from Purchased Services. To the extent that any of the User Account data or other Enterprise Data is personal information, then We will deal with it in accordance with the linked Privacy Policy which We have adopted. We shall have the right to use anonymized data and statistics extracted from access and use by You and the Authorized Users of the Purchased Services, in any way necessary to enhance Townfolio’s Services for the benefit of all subscribers.

4.7 Usage Limitations

Purchased Services may be subject to usage limitations, such as limits on data storage space, on the number of calls You are permitted to make for support, and on the number of page views by visitors to website pages created by the Purchased Services. Extra support can be provided for an additional cost.

4.8 Subscriber’s Equipment

You are solely responsible for obtaining, operating, maintaining and keeping secure, all computers, equipment and communication services required to access the Purchased Services through the Internet and to use them within Your facilities, and all expenses related thereto.

5. Third-Party Applications

5.1 Third-Party Applications

No Third-Party Applications are required to access or use Townfolio’s Services, except for the recommended browsers, operating systems and Internet utilities. Any acquisition or use by You of third-party products or services (e.g. Facebook™, LinkedIn™, Twitter™), including Third-Party Applications (e.g. Zendesk™, Intercom™), and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We will not be responsible for, and do not warrant, support or assume any liability for, any third-party products or services, whether or not We have advised that they inter-operate with or can be used in conjunction with Townfolio’s Services. Any recommendations, references or links that We may provide to Third Party Applications, or other products or services, are provided solely as a convenience to You, as detailed in our Terms of Service.

5.2 Disclosure of Enterprise Data

If You install or enable Third-Party Applications to inter-operate with or be used in conjunction with Townfolio’s Services, We may allow providers of such Third-Party Applications to access the Enterprise Data as required for the inter-operation or use of such Third-Party Applications with Townfolio’s Services. We shall not be responsible for any disclosure, modification or deletion of the Enterprise Data resulting from any such access by Third-Party Application providers.

6. Term and Termination

6.1 Term of Agreement

This Agreement commences on the date You accept it and continues in full force and effect during the applicable Subscription Term, subject to earlier termination in accordance with this Agreement. If your Subscription term is a free plan with no Purchased Services, the term of this agreement shall last until the User Account is deactivated.

6.2 Renewal

Except as otherwise specified in the applicable Subscription Agreement, if this Agreement is for Purchased Services, it shall automatically renew on its anniversary date for one year, unless either party gives the other notice of non-renewal at least 30 days before the end of the then current Subscription Term. The pricing for the Purchased Services during any renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing change at least 60 days before the end of such prior term, in which case the pricing change shall be effective upon renewal and thereafter.

6.3 Termination for Cause

A party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.4 Maintaining Enterprise Data

After the effective date of termination of your User Agreement for Purchased Services, We will retain the Enterprise Data for a period of not less than 30 days to allow You to reactivate your User Agreement for Townfolio’s Services. After such 30-day period, we shall have no obligation to maintain or provide any of the Enterprise Data.

7. Fees and Payment for Purchased Services

7.1 Community Profile Fees

Governments relating to municipal, provincial or federal communities (e.g. villages, towns, cities) will be granted access to a basic community profile free of charge.

7.2 Subscriber Fees

In order to access and receive the Purchased Services, You must pay all fees specified and agreed to on Your Subscription Agreement of Townfolio when due. Townfolios Fees are calculated and payable based on community population, the number of communities and fixed costs for add-ons of Townfolio’s Services You purchased. Fees paid are non-refundable even if You cease usage of the Purchased Services during the Subscription Term.

7.3 Invoicing and Payment

All charges are payable in advance, either annually or in accordance with any different billing frequency stated in the applicable Subscription Agreement. If You are paying by credit card, You will provide Us with valid and updated credit card information, and authorize Us to charge such credit card for all Townfolio’s Services listed in the Subscription Agreement for the Subscription Term. If the Subscription Agreement specifies that payment will be by a method other than a credit card, We will invoice You in advance or otherwise in accordance with the relevant Subscription Agreement. Unless otherwise stated in the Subscription Agreement, invoiced charges are due 15 days from the date the invoice is received. You are responsible for Providing Us with complete and up to date billing and contact information.

7.4 Overdue Charges

If any charges are not received from You by the due date, then at Our discretion such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

7.5 Suspension of Services

If any amount owing by You under this agreement becomes overdue, We may, without limiting Our other rights and remedies, suspend access to the Purchased Services until such amounts are paid in full.

7.6 Payment Disputes

We shall not exercise Our rights under Section 7.3 (Overdue Charges) or Section 7.4 (Suspension of Service) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

7.7 Taxes

If We have the legal obligation to pay or collect Taxes for which You are responsible, the applicable amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for paying taxes assessable against Us based on Our net income, property and employees.

7.8 Future Functionality

You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

8. Proprietary Rights and Ownership

8.1 Ownership and Rights

Townfolio’s Services contain proprietary content, information and material owned by Us and/or Our licensors, and is protected by applicable intellectual property law. We own all rights, title and interest in and to the software and other technologies that are used to create Townfolio’s Services, including all related intellectual property rights. No rights or interests are granted to You other than the limited rights expressly granted to You to access and use the Purchased Services in accordance with this Agreement. All rights, title and interest in and to each improvement made by Us to Townfolio’s Services and the software and technologies that are used to create Townfolio’s Services, shall be owned exclusively by Us, even if such improvement was based on Feedback provided by You or the Authorized Users.

8.2 Rights Notices

You shall not remove, obscure, or alter Our copyright notice, trademarks, or other proprietary rights notices displayed by or accessed in conjunction with or through Townfolio’s Services.

8.3 Restrictions

You shall not create any derivative works based on Townfolio’s Services, or use Townfolio’s Services or Our trade secrets or software in any way as part of, or to build, a competitive product or service.

8.4 Ownership of Enterprise Data and User Accounts

As between Us and You, You exclusively own all rights, title and interest in and to all of Your Enterprise Data, subject to the privacy and other personal information rights of individuals in their respective User Accounts.

8.5 Feedback

You hereby grant Us a perpetual, royalty-free, paid-up, worldwide, transferable, sub-licenseable, irrevocable right and license to use for any purpose, incorporate into Townfolio’s Services and/or make available to any person, all Feedback provided by You, including Users.

9. Confidentiality

9.1 Definition

As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, by visual representation, delivery of items, or granting access to the information, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The terms and conditions of all Subscription Agreements are deemed to be Confidential Information. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party.

9.2 Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to not disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations with the Receiving Party containing protections no less stringent than those herein.

9.3 Protection of Enterprise Data

We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Enterprise Data. We shall not modify the Enterprise Data except (i) to provide the Purchased Services, (ii) to prevent or address service or technical problems, (iii) as required for customer support matters, or (iv) with your prior approval. We will notify You as soon as reasonably possible after We become aware of an actual or suspected breach of the security of the Enterprise Data stored by Us.

9.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information.

10. Warranties and Disclaimers

10.1 Our Warranty

We do not warrant that the Purchased Services will meet all of Your or the Authorized Users’ requirements, that they will be uninterrupted or error-free, that any specific functionality or feature of Townfolio’s Services will always continue to be made available, that all defects in Townfolio’s Services will be corrected, or that Townfolio’s Services will be compatible or work with any Third-Party Applications or services.

10.2 DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASED SERVICES, ARE PROVIDED “AS IS” AND WE MAKE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PURCHASED SERVICES, AND DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

11. Indemnifications

11.1 Indemnification by Us

We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Purchased Services in accordance with this Agreement infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against You, and for reasonable attorney’s fees incurred by You, in connection with any such Claim, provided that You promptly give Us written notice of the Claim, give Us sole control of the defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability) and provide to Us all reasonable assistance at Our expense.

11.2 Indemnification by You

You shall defend Us against any Claim made or brought against Us by a third party alleging that the Enterprise Data, or Your use of Townfolio’s Services in violation of this Agreement, infringes or misappropriates the rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by Us, in connection with any such Claim, provided that We promptly give You written notice of the Claim, give You sole control of the defence and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability), and provide to You all reasonable assistance at Your expense.

11.3 Exclusive Remedy

This Section 10 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

12. Limitation of Liability

12.1 LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT.

12.2 EXCLUSION OF CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFIT, REVENUE OR ANY OTHER LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE PURCHASED SERVICES OR ANY DEFECTS IN THE PURCHASED SERVICES, OR THE COST OF RECREATING OR REPLACING LOST OR CORRUPTED DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. General

13.1 Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan, Canada, excluding its conflict of laws provisions. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Saskatchewan Sale of Goods Act, as amended, replaced or re-enacted from time to time.

13.2 Notice

Except as otherwise specified in this Agreement, all notices, consents, permissions and approvals hereunder shall be in writing and shall be deemed to have been delivered upon the day of personal delivery, the third business day after mailing, the second business day after sending by confirmed facsimile, or the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the administrator designated by You for Your Subscription, and notices from You to Us must be given by such administrator.

13.3 Venue

Any claim or dispute between You and Us that arises in whole or in part from this Agreement or from the use of Townfolio’s Services shall be decided by a court of competent jurisdiction located in the Province of Saskatchewan, Canada which shall have exclusive jurisdiction for such claim or dispute.

13.4 LIMITATION PERIOD

ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TOWNFOLIO’’S SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

13.5 Waiver of Jury Trial

Each party waives any right to jury trial in connection with any legal action or litigation in any way arising out of or related to this Agreement or Townfolio’s Services.

13.6 Export Compliance

Each party shall comply with the export laws and regulations of the applicable jurisdictions in providing, accessing and using Townfolio’s Services.

13.7 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.8 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

13.9 Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right, power or remedy under this Agreement shall constitute a waiver of that right, power or remedy. Other than as expressly stated in this Agreement, the remedies provided are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.10 Severability

If any provision of this Agreement is held by a court of competent jurisdiction in any country to be invalid or unenforceable, such provision shall be changed and interpreted in such country so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

13.11 Assignment

Neither party may assign or transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), and any such attempted transfer or assignment without consent shall be null and void. A party’s sole remedy for any purported assignment by the other party in breach of this provision shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.12 Amendment

Except as may be otherwise provided in this Agreement, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.

13.13 Customer Reference

We shall have the right to disclose You as a customer that is using Townfolio’s Services.

13.14 English Language

This Agreement is in the English language only, which language shall be controlling in all respects, and any versions in any other language shall not be binding on the parties. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. It is the express wish of the parties to this agreement that this Agreement and any related documents be drawn up and executed in the English language.

Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant soient rédigés et signés en anglais.

13.15 Entire Agreement

This Agreement, including all exhibits and addenda, the Registration Form, any Subscription Agreement, the Terms of Service and any Townfolio policies referred to herein and/or therein constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No terms or conditions stated in Your purchase order or other order documentation (excluding the Townfolio Subscription Agreement) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

13.16 Survival

The provisions of Sections 3.3, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 5.1, 5.2, 6.3, 6.4, 6.5, 6.6, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 8, 9, 10, 11, 12, 13 shall survive any termination of this Agreement.

13.17 Force Majeure

Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, war, strikes, labour disputes, third party Internet service interruptions or slowdowns, vandalism or hacker attacks, acts of terrorism or governmental demands or requirements.

13.18 Headings

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

13.18 Accuracy of Billing and Account Information

If you are subscribed to a paid account you agree to provide current, complete and accurate purchase and account information. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.