EMHware Terms and Conditions

Last Modified: 7.7.2025

EMHware Software Inc. (“EMHware”) requires users of its websites and services, including any entity executing an order form (“Customer”) that references these terms to accept and adhere to these terms and conditions (the, “Agreement”). This Agreement governs the purchase and use of EMHware’s services and is accepted by executing an order form that references this Agreement or by using or accessing EMHware’s services. EMHware may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to EMHware. If Customer continues to use or receive the services following such period, the updated Agreement will be deemed accepted.

1. Order Form.

Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific products and services being ordered (referred to collectively as “Service”) and the associated fees and any additional terms as applicable. Upon execution by both parties, each additional Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein. Any one of Customer’s subsidiaries or affiliates may also order services under this Agreement by entering into an Order Form signed by such subsidiary or affiliate and EMHware and agreeing to be bound by the terms of this Agreement and such Order Form. For avoidance of doubt, the term Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with, the Customer.

2. Software/Service.

2.1 Rights for Use

Subject to Customer’s timely payment of fees required hereunder and compliance with the terms herein, EMHware grants to Customer a non-exclusive, non-transferable, revocable license to use the Service provided by EMHware. Customer shall be responsible for ensuring that each user complies with the terms of this Agreement when accessing the Service.

2.2 Accounts; Security

Access to or use of certain portions and features of the Service may require Customer to create an account (“Account”). Customer represents that all information provided by it is current, accurate, complete, and not misleading. Customer further warrants that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the confidentiality and security of its Account(s), including the password(s). Accounts are not transferrable. Customer agrees to promptly notify EMHware if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its Account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the Account(s). A user license is required for each person utilizing Customer’s master account, or other data generated through the use of the Service. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited.

2.2 Restrictions on Use.

In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service; (c) apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Service any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Service that is regulated by the PIPEDA and PHIPA Privacy Rules or any other applicable data privacy rules or regulations, or the PCI Data Standards in any field that is not specifically designed to contain such data (f) input or transmit through or to the Service any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service or grant unauthorized access thereto; (g) use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Service to compete with EMHware in any way; or (j) permit any third party to use or access the Service other than Customer’s direct employees, contractors, or agents who are acting on Customer’s behalf.

2.4 Maintenance.

Customer agrees that EMHware may install software updates, error corrections, and software upgrades to the Service as EMHware deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Service for purposes of this Agreement.

2.5. Applicable Laws.

Customer’s access to and use of the Service is subject to all applicable international, federal, provincial and local laws and regulations. Customer may not use the Service or any information, data or Customer Content in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Service is compliant with applicable laws is the responsibility of Customer as is obtaining all required authorizations (including establishing all required terms and conditions) for payments processed via the Service.

2.6. Suspension of Service.

EMHware has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from EMHware, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) EMHware will give Customer prior notice if reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension has been resolved to EMHware’s reasonable satisfaction.

2.7. Implementation and Data Transfer Services.

Upon completion of any implementation and/or data transfer services, EMHware will provide Customer with written notice of completion, with such completion determined at EMHware’s sole discretion (the “Completion Notice”). Customer will have sixty (60) calendar days from the date of the Completion Notice to review the transferred data or implemented services and to request reasonable corrections or adjustments related solely to the original implementation or data transfer. Any requests submitted after this sixty (60)-day period will be deemed new services and will require execution of a new Order Form, subject to additional fees as set forth by EMHware. Customer further acknowledges and agrees that any initial import files or transferred data files may be permanently deleted by EMHware after the Completion Notice, in accordance with EMHware’s internal data retention policy.

3. Payment Processing and Related Services.

3.1 Payment Processing Services.

Customer has the option to accept payments through the Service (the “Payment Processing Services”), subject to Customer’s eligibility to enroll in the Payment Processing Services. The terms and conditions of this Section apply to Customer only if Customer enrolls in the Payment Processing Services. The Payment Processing Services are provided by a third-party payment processor as a third-party offering (each a “Third-Party Payment Processor”). Customer’s use of the Payment Processing Services will be subject to a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Customer agrees that Customer and its affiliates will comply with the terms and conditions of any applicable payment processing agreements, privacy policies, and any other related documentation provided by or on behalf of the Third-Party Payment Processor, and any applicable card network rules, policies, laws, and regulations at all times while using such Payment Processing Services. By enrolling in the Payment Processing Services, Customer agrees to the applicable Third-Party Payment Processor’s payment processing agreement, privacy policy, and any other related terms and conditions, including fees charged to the Customer by Third-Party Payment Processors for the Payment Processing Services. Company is not liable for the acts or omissions of any third party, including any Third-Party Payment Processor.

3.2. Fees.

In addition to any fees Customer agrees to pay to a Third-Party Payment Processor, Customer will also pay fees to the Company for the Payment Processing Services. Fees for the Payment Processing Services are subject to change at the Company’s discretion. The standard fees for the Payment Processing Services are posted at https://www.emhware.com/features/payments-by-emhware, (the “Posted Fees”). If Customer’s fees for the Payment Processing Services are subject to an alternative arrangement to the Posted Fees, Company will provide Customer with such fee arrangement in writing.

3.3. Customer Financing.

Company does not provide financing but may partner with a third party, such as Stripe, Inc., through which Customer may access financing offers. Customer acknowledges and agrees that such financing is provided solely by the third party providing the financing. Company is not liable for the acts or omissions of any third party providing financing to Customer.

4. Data Licenses.

4.1. Customer Content.

As between EMHware and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) are owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Service, EMHware may store and maintain Customer Content for a period of time consistent with EMHware’s standard business processes for the Service. All data, including Customer Content, is stored within Canada. Following expiration or termination of the Agreement or a Customer account, if applicable, EMHware may deactivate the applicable Customer account(s) and delete any data therein as per its internal data retention policy. Customer grants EMHware the right to host, use, process, display and transmit Customer Content to provide the Service pursuant to and in accordance with this Agreement and the applicable Order Form. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by EMHware to perform the Service.

4.2. Data Export.

As specified in any relevant Order Form between the parties, if Customer requests EMHware to provide professional services for the export of any Customer Content, EMHware will provide to Customer the applicable Customer Content export file via EMHware’s designated secure delivery method as feasible. Customer agrees that any such Customer Content export files are provided by EMHware as-is and that EMHware is not responsible for any errors or omissions in the export file or for any corruption of the Customer Content that may occur. The Customer is required to promptly notice EMHware of any issues with the data transfer within 30 days of receipt.

4.3. Aggregated Data.

Customer agrees that, subject to EMHware’s confidentiality obligations in this Agreement, EMHware may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that EMHware may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will EMHware use the Aggregated Data in a way that identifies Customer or its users as the source of the data.

5. Third-Party Services.

Except as expressly permitted in this Agreement or as otherwise agreed by EMHware in writing, Customer is prohibited from linking to the Service, framing of all or any portion of the Service, and extracting data from the Service. EMHware reserves the right to disable any unauthorized links or frames. EMHware will not be responsible and expressly disclaims any liability for any third party services that Customer may use or connect to through the Service. If Customer activates any APIs or links to enable data sharing through the Service or directs EMHware to do so on its behalf, Customer thereby authorizes EMHware to send and receive Customer Content with any such activated third-party service and represents and warrants to EMHware that Customer has all appropriate right and title to grant such authorization. Customer will be solely responsible for any third-party fees related to the third-party services and compliance with any applicable third-party service terms.

6. Intellectual Property.

6.1. Proprietary Rights.

EMHware’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of EMHware and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.

6.2. Feedback.

Customer agrees that advice, feedback, criticism, or comments provided to EMHware related to the Service are given to EMHware and may be used by EMHware freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in EMHware’s intellectual property.

7. Payment and Taxes.

7.1. Payment.

Fees are set forth in the applicable Order Form (“Fees”). Any usage Fees, as set forth in an applicable Order Form, will be billed in arrears. EMHware will send invoices to the contact(s) provided in an Order Form. Unless otherwise set forth in the applicable Order Form, Fees are due and payable by Customer within 30 days of receipt of the invoice for such Fees. An administrative late charge of $35.00 per invoice per month will be charged for any electronic transaction that is declined, any returned cheque or any invoice more than 60 days past due. Additionally, undisputed amounts that are past due will be subject to a monthly charge of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer waives the right to contest billing discrepancies that are not reported within two months of the date of invoicing. Customer agrees to pay all reasonable costs of collection in the event any amount is not paid when due. EMHware, upon notice to Customer, which notice may be in the form of an invoice, will have the right to change Fees effective any time, which right will include without limitation the right to charge a Fee for new features or functions of the Service or for features or functions that have previously been offered at no charge. Unless otherwise noted in the Order Form, all Fees are payable in Canadian Dollars, and non-refundable.

7.2. Automatic Payment Terms.

Customer authorizes EMHware to charge the credit card information provided, or debit the bank account information provided, as applicable, beginning as of the Effective Date for all applicable fees due as defined in the Agreement. Customer understands that this authorization will remain in effect until it is canceled in writing and agrees to notify EMHware in writing of any changes in Customer’s account information or termination of this authorization at least 15 days prior to the next billing date. If the payment date falls on a weekend or holiday, Customer understands that payments may be executed on the next business day. For ACH debits to a chequing savings account, Customer understands that because these are electronic transactions, these funds may be withdrawn from Customer’s account as of the payment date, and that it will have limited time to report and dispute errors. In the case the ACH transaction is returned for Non Sufficient Funds (“NSF”) Customer understands that EMHware may at its discretion attempt to process the charge again within 30 days, and agrees to an additional $35.00 charge for each attempt returned NSF, which will be initiated as a separate transaction from the authorized payment. Customer has certified that the business bank account information provided is enabled for ACH transactions, and agrees to reimburse EMHware for all penalties and fees incurred as a result of Customer’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Customer agrees not to dispute these scheduled transactions with its bank or credit card company provided the transactions correspond to the terms indicated in this Agreement.

7.3. Taxes.

EMHware Fees do not include any local, provincial, federal or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes for which Customer is responsible under this Section. EMHware may invoice taxes to Customer as required by local law, and Customer will pay such taxes, unless Customer provides EMHware with a valid tax exemption certificate authorized by the appropriate taxing authority.

8. Term and Termination.

8.1. Term.

This Agreement will be effective as of the stated date in an initial Order Form (“Effective Date”) and remain in effect until (a) all executed Order Forms have expired or been terminated or (b) terminated by either party as permitted by this Agreement. Unless otherwise stated in the Order Form the initial term will be for one year, thereafter, the Order Form will automatically renew for successive periods equal to the initial term, unless cancelled by either party in accordance with this Agreement. In the event that additional services are added during any then-current term, the term for those added services shall be aligned with the remaining term of the then-current term, unless otherwise agreed upon in writing by both parties.

8.2. Termination.

Either party may terminate this Agreement by providing 60 days’ written notice prior to the end of the then current term. Either party may terminate this Agreement immediately for a breach by the other party of any of its material terms, if the breaching party has failed to cure such breach (if curable) within 30 days of receipt of written notice from the non-breaching party describing the breach. Either party may terminate this Agreement without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within 60 days), or has a receiver or trustee appointed for substantially all of its property.

8.3. Effects of Termination.

Upon the expiration or termination of this Agreement for any reason, (a) Customer will immediately cease using the Service, (b) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential Information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement) and (c) any unpaid, undisputed amounts due through termination will become immediately due and payable.

8.4. Early Termination.

Except for a termination for cause by Customer as permitted in Section 7.2, in the event Customer terminates prior to the expiration of the current term, Customer shall owe to EMHware and immediately pay any unpaid Fees remaining for the remainder of such current term.

8.5. Survival.

Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.

9. Confidential Information.

9.1. Confidential Information.

“Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Service, all features and functions thereof and related pricing and product plans will be the Confidential Information of EMHware.

9.2. Non-Disclosure.

Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.

9.3. Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.

10. Disclaimers.

EMHWARE DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT EMHWARE WILL CORRECT ALL ERRORS OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. EMHWARE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER CONTENT OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. EMHWARE EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability.

IN NO EVENT WILL EMHWARE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. EMHWARE’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO EMHWARE FOR SAAS SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF EMHWARE HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

12. Indemnification.

Customer agrees to defend and indemnify EMHware and its affiliates from and against any legal action, demand, suit, or proceeding brought against EMHware or its affiliates by a third party arising out of or related to the Customer Content or Customer or authorized users use of the Service.

13. Publicity.

Customer hereby consents to EMHware identifying Customer as a customer by name and logo in EMHware’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, EMHware will have 30 days to process Customer’s request.

14. Assignment.

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of EMHware. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.

15. Notices.

Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to EMHware, Customer will send notice via email to: [email protected]. EMHware will send notices to one or more contact(s) on file for Customer. Notices from EMHware, other than for a breach of this Agreement may be provided within the Service.

16. Attorney’s Fees.

In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.

17. Relationship of the Parties.

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.

18. No Third Party Beneficiaries.

This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

19. Equitable Remedies.

Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.

20. Force Majeure.

Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.

21. Limitation of Claims.

No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first have actual knowledge of the facts giving rise to the cause of action.

22. Governing Law, Jurisdiction and Venue.

This Agreement will be governed by and construed in all respects in accordance with the laws of the province of Ontario, without regard to its conflicts of laws principles. Each party hereby consents to the exclusive venue and jurisdiction of the courts located in the province of Ontario.

23. Severability, Waiver and Amendment.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.

24. Counterparts, Entire Agreement and Order of Precedence.

This Agreement or any Order Form may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement, together with any Order Form(s) states the entire agreement of the parties regarding the subject matter of this Agreement, and supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. If an ambiguity or conflict exists among the documents the order of precedence will be: (a) the terms and conditions of an Order Form; and (b) the terms and conditions of this Agreement. Any preprinted terms on any purchase order are hereby expressly rejected by EMHware and will be of no force or effect.