Offerland Terms of Use

Offerland SaaS Services

1. Provisioning of the Offerland SaaS Services. Subject to Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement, Offerland will make the Offerland SaaS Services available to Customer and Permitted Users on the terms and conditions set out in this Agreement during the Term.

2. Restrictions on Use. Customer will not itself, and will not permit others to:

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

   2. use the Offerland SaaS Services to permit timesharing, service bureau use or commercially exploit the Offerland SaaS Services;

   3. use or access the Offerland SaaS Services: 

      1. in violation of any applicable law; 

      2. in a manner that threatens the security or functionality of the Offerland SaaS Services; or 

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

   4. use the Services to create, collect, transmit, store, use or process any Customer 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 Customer 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 Offerland SaaS Services;

   6. reverse engineer, decompile or disassemble the Offerland SaaS Services; 

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

   8. access or use the Offerland SaaS Services for the purpose of building a similar or competitive product or service; or perform any vulnerability, penetration or similar testing of the Offerland SaaS Services.

3. Permitted Purpose. Customer may access and use the Offerland SaaS Services solely for Customer's internal business purpose purposes.

4. Geographic Restrictions. Customer may access and use the Offerland SaaS Services only in Canada.

5. Reproduction of Documentation. Customer may reproduce and use the Documentation solely as necessary to support Permitted Users' use of the Offerland SaaS Services.

6. Customer's Responsibility for Permitted Users. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Offerland SaaS Services, and for Permitted Users' compliance with this Agreement. 

7. Suspension of Access; Scheduled Downtime; Modifications. Offerland 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 Customer's access to or use of the Services or any component thereof:

      1. for scheduled maintenance;

      2. due to a Force Majeure;

      3. if Offerland believes in good faith that Customer or any Permitted User has violated any provision of this Agreement; 

      4. to address any emergency security concerns;

      5. for non-payment of invoices and Fees for the Services; 

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

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

   2. make any Modifications to the Services.

8. Subcontracting. Offerland may engage third parties to assist it in providing the Services or any part thereof. 

9. Third Party Products. The Offerland SaaS Services may permit access to products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Offerland SaaS Services ("Third Party Products"). For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Offerland SaaS Services by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install, access, or use such Third Party Products.

User Accounts

1. In order for Customer to access and use the Offerland SaaS Services, Offerland will issue one or more  accounts (each a "Customer User Account") for use by one or more individuals who are employees or contractors of Customer that Customer  wishes to have access to and use of the Offerland SaaS Services (each, a "Permitted User").

2. Customer will ensure that Permitted Users only use the Offerland SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Offerland of any actual or suspected unauthorized use of the Offerland SaaS Services. Offerland reserves the right to suspend, deactivate, or replace any or all Customer User Accounts if it determines that a Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the Offerland SaaS Services, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Offerland's rights than those set forth in this Agreement.

Ownership; Reservation of Rights and License Grants

1. As between Offerland and Customer, Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer grants to Offerland a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit Customer Data to: 

   1. provide the Services; 

   2. improve and enhance the Services and its other offerings; and 

   3. produce and/or generate data, information, benchmarking, 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"). 

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

3. Offerland or its licensors retain all ownership and Intellectual Property Rights in and to: 

   1. the Services;

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

   3. all other Offerland's Confidential Information, including but not limited to, any Third Party Data reports generated from the Offerland SaaS Services, and any Aggregated Data;

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

4. (collectively "Offerland Property").

5. As between Offerland and Customer, Offerland retains all ownership and Intellectual Property Rights in and to any third party data licensed, sold, or otherwise provided to Offerland ("Third Party Data"). Offerland does not assign, transfer, or convey any title or ownership of the Third Party Data to Customer and Customer shall have no rights to copy, use, reproduce, display, Modify, or transfer any Third Party Data. For the purposes of this Agreement, all Third Party Data shall be considered Offerland Property. 

6. Customer grants to Offerland and it's affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Offerland SaaS Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of Services or any of Offerland's affiliates' services ("Feedback"). Nothing in this Agreement will restrict Offerland's right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Offerland is not obligated to use any Feedback.

7. All rights not expressly granted by Offerland to Customer under this Agreement are reserved.

8. Subject to the terms and conditions of this Agreement, Offerland hereby grants to Customer 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 Offerland SaaS Services.

Privacy

Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Offerland's privacy policy located at https://www.offerland.ca/privacy-policy/ and applicable privacy and data protection laws. 

Support Services

Customer will generally have access to Offerland's technical support via email at info@offerland.ca ("Support Services"). Offerland may amend the Support Services from time to time in its sole discretion.

Fees and Payment

1. Fees. Customer will pay to Offerland the fees described in an Order Form (if any)  ("Fees") on a monthly basis. Unless otherwise noted on an Order Form: (a) all Fees are identified in Canadian dollars; (b) Fees are based on both subscription purchases and actual usage; (c) payment obligations are non-cancelable and Fees paid are non-refundable; and (d) quantities purchased cannot be decreased during the relevant Term. If Customer's use of the Offerland SaaS Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.

2. Changes to the Fees. Offerland 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 Customer.

3. Payment Methods. If Customer is required to pay Fees under this Agreement, Customer may provide a valid method of payment upon Customer User Account creation. Customer agrees and acknowledges that Offerland may bill Customer's payment method in accordance with this Agreement or as may be set out in an Order Form. 

4. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 1.5% compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting Offerland other rights, Offerland may suspend Customer's access to or its performance of the Services, if Customer has not paid the applicable Fees within 30 days of the date that such Fees become due.

5. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer 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 Offerland.

6. Suspension. Any suspension of the Services by Offerland pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement. 

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 customers, suppliers, technology or business, and where the Discloser is Customer includes Customer 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 Customer 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 writing; or

      2. in the case of Offerland to Offerland'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 Services; 

   2. use Confidential Information of the Discloser; or 

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

3. 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. 

4. Exceptions to Confidentiality. Notwithstanding Section 7(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.

5. Return of Confidential Information. Upon the termination or expiration of this Agreement and all Order Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 11(c) 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, Offerland may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.

Warranty and Disclaimer

1. Customer Warranty. Customer represents and warrants to and covenants with Offerland that the Customer Data will only contain Personal Information in respect of which Customer 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 applicable laws, to enable Offerland to provide the Offerland SaaS Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Offerland and to or from all applicable third parties. 

2. GENERAL DISCLAIMER. OFFERLAND DOES NOT WARRANT THAT THE SERVICES 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 SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY OFFERLAND TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OFFERLAND 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, OFFERLAND EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

3. Market Information Disclaimer. Any market information, including quotes, valuation, or rental estimates that Offerland provides Customer is provided 'as is' and 'where is' without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate. While Offerland may correct any such errors, missing information, or inaccuracies, Offerland is under no obligation to do so. Customer acknowledges and agrees that the Services may rely on Third Party Data and that Offerland does not review or conduct any diligence on Third Party Data.  

Indemnities

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

2. Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 9. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 9(c) will not relieve the Indemnitor of its indemnity obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Offerland IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL OFFERLAND'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 OFFERLAND BE LIABLE TO CUSTOMER 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. 

Term and Termination

1. Term. This Agreement will commence on the Effective Date and continue to be in effect for the period of indicated on the Order Form. 

2. Termination. Notwithstanding any other Section of this Agreement, Offerland may, in its discretion, terminate the Services at any time by providing at least 30 days' advance written notice to Customer. Offerland may, in addition to other relief, terminate this Agreement if the Customer commits a material breach of this Agreement and fails to correct such breach within 30 calendar days after receipt of notice of such breach. Offerland may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.

3. Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Offerland SaaS Services and return any Offerland Property in its possession and certify in writing to Offerland that the Offerland Property has been returned. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. All Fees due and payable and any amounts due to Offerland are immediately due and are to be immediately paid by Customer to Offerland. No new Order Forms may be agreed to or entered into by the Parties, upon the termination of this Agreement.

4. Survival. The following Sections, together with any other provision 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: Section 2(a) (Ownership; Reservation of Rights), Section 4 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty and Disclaimer), Section 9 (Indemnities), Section 10 (Limitation of Liabilities), Section 11(d) (Survival), and Section 12 (Notices), 13 (General Provisions), and 14 (Definitions).

Notices

1. Notices Procedure. 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. 

2. Notices to Offerland. Notices to Offerland must be sent to the following Offerland's address and email contact: 

   Offerland Technologies Inc.

   1066 W Hastings St Suite 2600, Vancouver, BC V6E 3X1

   info@offerland.ca

   Offerland may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer.

3.  Notice to Customer. Notices to Customer will be sent to the current mailing or email address that Offerland has on file with respect to Customer. Customer is solely responsible for keeping Customer's contact information on file with Offerland current at all times during the Term.

General Provisions

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

2. Governing Law and Attornment. This Agreement and any Action related thereto will be governed by and construed in accordance with the laws of the province of British Columbia 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 Vancouver, British Columbia, 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 Offerland from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction. 

3. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Offerland SaaS Services. Offerland makes no representation or warranty that the Offerland SaaS Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained. 

4. 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.

5. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control (except for a failure by Customer to pay Fees or Customer's indemnities under this Agreement), 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 Customer from its failure to pay Fees or Customer's indemnities under this Agreement.

6. Severability. Any provision 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 provisions of this Agreement will remain in full force and effect.

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

8. Independent Contractors. Offerland's relationship to Customer 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.

9. 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.

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

11. Customer Lists. Offerland may identify the Customer by name and logo as a Offerland customer on the Website and on other promotional materials. Any goodwill arising from the use of the Customer's name and logo will inure to the benefit of the Customer. 

12. Non-Solicitation. During the Term, neither party will, directly or indirectly, hire or solicit any employee, former employee, or contractor of the other party whom the party first learned of or met during the Term. This does not prohibit either party from hiring applicants who respond to general job advertisements not directed at the other party's personnel. 

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.

Definitions

1. "Customer Data" means any data, information, content, records, and files that Customer or any Permitted User loads or enters into, transmits to, or makes available to the Offerland SaaS Services, including but not limited to Personal Information, excluding Aggregated Data and any other Offerland Property.

2. "Documentation" means end user documentation relating to the Offerland SaaS Services 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 modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.

6. "Order Form" means an order form that references these Terms of Service and that is executed by both Parties or otherwise accepted by Customer. 

7. "Personal Information" means information about an identifiable individual. 

8. "Offerland SaaS Services" means: (i) the services provided by Offerland under this Agreement that are detailed on Offerland's Website available at https://Offerland.ca/; and (ii) any component or Modification of the services referred to in (i).

9. "Services" means the products and services that are ordered by Customer under an Order Form and made available online by Offerland, including Offerland SaaS Services, the Offerland API, and the Support Services collectively, and any part thereof, as described in the Documentation.

10. "Website" means any websites used by Offerland to provide the Offerland SaaS Services, including the websites located at https://www.offerland.ca/. 

Geographic Restrictions

1. Our services are not intended for use by individuals located in the United States. By using our services, you certify that you are not accessing our services from within the United States. We reserve the right to restrict or terminate access to our services for any users found to be accessing from the United States.