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License Agreement

tiptap Foundation Hardware Lease & Platform License Agreement 

THIS TIPTAP FOUNDATION HARDWARE LEASE & PLATFORM LICENSE AGREEMENT (the “Agreement”), is entered into this    X th day of June, 2021 (the “Effective Date”) by and between TIPTAP FOUNDATION., an Ontario non profit corporation headquartered at Unit 5A, 2045 Pine Street, Burlington, ON, L7R 1E9 (“TTF”) and the party listed below in the signature block (the “Customer”) (each, a “Party”, and collectively, the “Parties”). 

WHEREAS, TTF has been licenced to rent a proprietary touchless payment solution comprising hardware, software, collateral and online services from TIPTAPPAY MICROPAYMENTS LIMITED (“tiptap”) 

WHEREAS, Customer is a charitable organization or not for profit organization desirous of implementing tiptap’s payment solution for one or more of its fundraising campaigns, and TTF is desirous of supplying Customer with said solution, including by way of leasing to Customer an agreed-upon number of tiptap payment processing devices.  Customer has further agreed to use TTF’s merchant account to collect funds on their behalf which will be disbursed to Client, net of any fees, based on the disbursement schedule below.

NOW, THEREFORE, in consideration of the mutual rights and obligations set forth herein, the Parties hereby agree to the terms set forth in this Agreement. 

  1. Definitions. In addition to the definitions appearing elsewhere in this Agreement, when used in this Agreement (or its exhibits and schedules) the following terms shall have the following meanings: 
  2. “Hardware” means tiptap’s proprietary touchless, fixed-amount payment processing device, which devices accept contactless payments using credit cards or debit cards. 
  3. “Launch Date” means the actual date on which Customer deploys the Hardware and starts accepting donation payments from members of the public. 
  4. “Platform” means the complete tiptap payment solution, including Hardware and Services. 
  5. “Platform Fees” means the Lease Payments and License Fees (each as defined in Section 3). 
  6. “Processed Payments” means the gross amount of payments processed via the Hardware, less any chargebacks. 
  7. “Processor” means card processing third party that is used by TTF and is agreed upon by both parties.
  8. “Services” means the following services which are provided to customers leasing Hardware: online dashboard, including reporting and campaign metrics; Hardware maintenance and support. 
  9. “Donations” means the funds processed through the tiptap device, using TTF account, from the Customers donors.

  1. Term. This Agreement is for an initial pilot project term beginning on ____June X th, 2021____ and continuing for X month following the Launch Date (the “Pilot Term”). Both parties agree to make best efforts to extend this Pilot into a longer term commitment. This Agreement may be renewed upon the mutual written agreement of the Parties. The Pilot Term plus any agreed-upon renewal(s) or extension periods may collectively be referred to herein as the “Term.

  1. Fees and Payments. 
  2. In consideration of TTF’s leasing of Hardware, licensing of its Platform, and provision of related services to Customer, Customer shall pay TTF the following: 
  3. Hardware and Signage Payments. TTF shall lease to Customer, and Customer shall lease from TTF the Hardware and signage as agreed to in Appendix A. Fees shall accrue from the Launch Date through the end of the Term and shall be calculated based on the average number of Hardware devices in Customer’s possession in a given month, excepting only inoperable Hardware devices. 
  4. License Fees. The Services provided by TTF hereunder are offered on a licensed-basis and carry a license fee of five percent (5%) of Processed Payments (the “License Fees”). 
  5. Deposit; Payment Terms. Customer shall remit to TTF a deposit in the amount noted in Appendix A (the “Deposit”) or the equivalent of first month device rental/lease fee and signage fee, payable within thirty [30] days following the full execution of this Agreement. After delivery, TTF shall commence billing Customer for Lease Payments and Platform Fees on a monthly basis, with payments due within thirty (30) days following Customer’s receipt of TTF’s invoice. Lost or damaged Hardware devices shall be billed at a rate of $250 per device. 
  6. Taxes. Customer is solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with Customer’s use of the Platform (“Taxes”). As between the parties, Customer also is solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. TTF is not obligated to, and will not, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. 
  7. Print Materials; Set-up; Collateral. Should Customer wish to engage TTF to design and/or produce any print collateral or other materials, or if Customer wishes for TTF to assist in the set-up or other deployment of the Hardware, the Parties shall outline the specific engagement and assistance, and the pricing and fees therefor, in a separate agreement.
  8. Donations. Donations received on behalf of Customer will be reconciled monthly and will be delivered to Customer net of any amounts expressed and calculated under 3 a. of this agreement.  These amounts will be delivered via direct deposit by the 15th of the month following the donations (the disbursement schedule).
  9. TTF Responsibilities. During the Term, TTF shall make the Platform available to Customer as follows: 
  10. Hardware. During the Term, TTF shall deliver to Customer such number of leased Hardware devices as agreed-to by the Parties. For the Pilot Term, TTF shall provide # Hardware devices (the “Initial devices”). TTF shall deliver the Initial devices to Customer on or before Launch Date. The Parties may modify this delivery date upon mutual written agreement. 
  11. Services. During the Term, TTF shall provide the Services to the Customer. All online aspects of the Services (for example, the reporting dashboard) will require Customer to register and establish online access credentials, and to agree to the relevant online terms & conditions. The Services specifically include the technical support and hardware maintenance & support set forth below. For clarity and the avoidance of any doubt, TTF is not a broker, agent, financial institution, payment processor, credit or debit card issuer, creditor or corporation. TTF shall provide the use of its merchant account to accept deposits from Customers donors.
  12. Technical Support. tiptap will provide Customer with Platform-related technical support via its online help center (support@tiptappay.com) 24 hours a day 7 days a week (subject to general internet connectivity and service, and further subject to reasonable downtime for maintenance and other purposes) and via email support (support@tiptappay.com) 5 days per week with a maximum 24 hour response time per incident. TTF will monitor that activity of each device throughout the duration of the Term. 
  13. Hardware Maintenance & Support. 
  14. During the Term TTF will ensure that all Hardware furnished hereunder shall: (i) be free from latent and patent defects in workmanship, material, manufacture, and design; and (ii) comply with the requirements of this Agreement. 
  15. If the Hardware does not meet the requirements hereunder, TTF shall, at its option and as Customer’s sole remedy, either (1) correct any defective or nonconforming Hardware by repair; or (2) replace the nonconforming Hardware. 

iii. The obligations set forth in this Section 4.d. shall not apply to the extent a defect or other issue arises from misuse, modifications made by Customer, or abnormal conditions of operations (normal wear and tear excluded). 

  1. TTF shall, at its option, collect and assess nonconforming Hardware to determine if action under this Section 4.d. is warranted. 
  2. Customer Responsibilities. 
  3. Online Registration. Customer shall be responsible for registering for access to those portions of the Services provided by tiptap online. Customer shall promptly provide updated information to tiptap in the event that any of the registration information previously provided needs to be revised. 
  4. Platform Access, Restrictions on Use and Account Registration 
  5. License to Access. Subject to the payment of Platform Fees and adherence to all other terms and conditions of this Agreement, TTF hereby grants to Customer, during the Term, a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Services.

  1. Definition of Relationship and Authorization. In providing the Services hereunder, TTF, via the Hardware, collects, analyzes, processes and relays information generated in connection with payments made by third parties. Customer hereby authorizes TTF to engage in such collection, analysis, processing and relaying of such information, and the sharing of said information with Payment Processor. Customer’s authorizations will remain in full force and effect until the expiration or earlier termination of this Agreement. 
  2. Restrictions on Use. Customer shall use the Platform only for its intended purpose. Customer agrees to use the Platform in compliance with all privacy, data protection, intellectual property, and other applicable laws, rules, regulations, industry-specific standards, requirements and guidelines (or any amendment or modification thereto or reasonable interpretation thereof). Customer shall not: (i) aggregate, copy, or duplicate any tiptap Content (as defined below); (ii) use data mining, robots, or other data gathering devices on the Platform or any products or services; (iii) remove, disable, damage, circumvent, or otherwise interfere with the security of the Platform inclusive of all Hardware and Services; (iv) interfere or attempt to interfere with the proper working of the Platform; (v) gain or attempt to gain unauthorized access to the Platform or computers linked to the Platform; (vi) reverse engineer or attempt to reverse engineer all or any portion of the Platform; (vii) frame or link to the Platform without permission; (viii) attempt to submit or submit viruses, worms, time bombs, Trojan horses or other malicious code to the Platform; (ix) take any action imposing an unreasonable or disproportionately large load on tiptap’s infrastructure; (x) obtain or attempt to obtain unauthorized access to other users’ accounts; (xi) sell, transfer, or assign any of its rights to use the Platform to a third party without tiptap’s express written consent; (xii) use the Platform in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to tiptap or others; (xiii) use the Platform in an illegal way or to commit an illegal act; or (xiv) access the Platform from a jurisdiction where it is illegal, unauthorized, or subject to penalties, fines, or additional costs or fees. 
  3. Appropriate Use: Customer represents, warrants, and covenants that (i) all information it provides in connection with use of the Platform is accurate, complete, and not likely to deceive; (ii) all donations contributed through the Platform will be used solely as described in the materials that you post or otherwise provide; (iii) you will not infringe the rights of others; (iv) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (v) to the extent you share with us any personal data of any third party for any purpose, including names, email addresses and phone numbers, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us. You authorize TTF, and TTF reserves the right to, provide information relating to your activity to donors, beneficiaries of your activities or law enforcement, and to assist in any investigation thereof. 
  4. Third Party Use: If Customer uses the Platform for the benefit of a third party charity or non-profit organization, Customer represents and warrants that: (a) it is a fully-authorized representative of such organization, and is authorized to raise funds or bind the organization to these Terms of Service; (b) it is raising funds for a charity or non-profit organization with a cause or activity that is legal under all applicable federal, provincial, and local laws and regulations; (c) all donated funds will be used solely for the purpose communicated to potential donors, stated

on and in connection with Customer’s use of the Platform, and under no circumstances may Customer use the funds for any other purpose; and (d) the charity or non-profit organization has and will maintain tax-exempt status under applicable law. 


  1. Use of TTF Account: The Customer shall be entirely liable for all activities conducted through their TTF Account. We will consider any access to the TTF Services through the use of your TTF Account to be duly authorized by you. All instructions and information communicated to us through your TTF Account or on your behalf by your employees, agents, or representatives will be binding on you. TTF is not required to verify the identity of users beyond restricting access credentials.

 

Where you use the Services to conduct transactions using payment cards, you will comply with the network rules and limitations on use identified in Agreement, including the network rules applicable to acceptance of MasterCard and Visa branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit). Under the network rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Agreement.

 

The Customer agrees to take all necessary steps to prevent the fraudulent or other misuse of, your TTF Account and to diligently supervise and monitor the conduct and work of all representatives and employees having access to the TTF Account and any involvement in the Services. You agree to immediately notify us upon becoming aware of any unauthorized use of your TTF Account or any other breach of security related to TTF and to provide all reasonable assistance necessary for TTF to investigate and correct the problem, if one exists.

 

To enable TTF to process transaction for you, the Customer authorizes and directs TTF and its Financial Services Providers to receive and pay funds through the Services on your behalf. The Customer agrees that all transfers that are initiated by the Customer through the Customer’s TTF Account are duly authorized by the Customer. The Customer will maintain the direct relationship with your customers and is responsible for acquiring appropriate consent to submit transfers through the TTF Services on their behalf.  The Customer acknowledges that authorized Transactions may be subject to a dispute. TTF is not responsible for or liable to you for authorized and completed transfers that are later the subject of a dispute, or that are submitted without authorization or in error.


  1. Termination 
  2. Termination for Convenience. Notwithstanding any other provisions of this Agreement, TTF, may terminate this Agreement at any time for good cause or fraudulent or other activity, or upon request of Processor. 
  3. Termination for Cause. This Agreement may be terminated at any time by either Party, effective immediately upon notice, if the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within ninety (90) days of commencement, (iii) makes an assignment for the benefit of its creditors, or (iv) breaches any of its material obligations under this Agreement and the breach is not remedied within thirty (30) days from receipt of written notice of such breach. Platform Fee refunds will not be provided upon termination, whether full, prorated, or otherwise. If TTF, Processor or any other partner discovers that any information provided by Customer about itself or its use of the Platform is incorrect or violates any of the TTF Terms of Service or their terms of service, access to the Platform may be suspended and/or terminated with immediate effect and fines may be applied by the relevant authorities which will in all such cases be payable by Customer. Customer acknowledges and agrees that the use of third party payment processors are integral to the TTF Platform and that, as noted above, we may exchange information with such third parties in order to facilitate the provision of Services. 
  4. Service Suspension. TTF reserves the right to immediately suspend its provision of the Services and/or disable Hardware if TTF determines, in its reasonable discretion, that such suspension is necessary (i) to prevent fraud or (ii) to comply with any applicable laws, rules, regulations, industry-specific standards, requirements and guidelines (or any amendment or modification thereto or reasonable interpretation thereof). TTF will provide Customer with notice via email of any such suspension and will re-start provision of the Services as soon as practicable following resolution of the event or circumstance that led to suspension. 
  5. Effect of Termination. Upon expiration or termination of this Agreement Customer’s TTF account is also terminated, and Customer must immediately cease using the Platform and all related Hardware and Services, and promptly return all Hardware to TTF. All information contained within the TTF service will be unavailable to Customer 1 month after termination. 
  6. Survival. All sections of this Agreement that by their nature should survive expiration or termination will survive expiration or termination, including, without limitation, ownership, warranty disclaimers, limitations of liability and any obligations to pay amounts accruing prior to the expiration or termination date. 
  7. Content 
  8. tiptap Content. tiptap hereby authorizes Customer, subject to the terms of this Agreement, to access and use the designs, text, graphics, images, video, information, logos, button icons, software (including mobile applications and hosted software services), audio files, computer

code, and other tiptap content included within the Platform (collectively, “tiptap Content”) during the Term solely for the use of the Platform. Any other use is expressly prohibited. All tiptap Content and the compilation (meaning the collection, arrangement, and assembly) of all tiptap Content are the property of tiptap or its licensors and are protected under copyright, trademark, and other laws. Unauthorized use of the tiptap Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. Customer must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original tiptap Content. 

  1. All tiptap Rights Reserved. Customer acknowledges that the license granted in Section 8.b. above confers no title or ownership and is not a sale of any rights in or to the tiptap Content. Customer also understands and agrees that these terms are not intended to confer, and do not confer, any rights or remedies on any person other than a non-exclusive, non-transferable, non-sublicensable, limited license. tiptap retains all intellectual property rights in the Platform and tiptap Content, including, without limitation, all patent, copyright and trademark rights. All rights not expressly granted to Customer are reserved solely to tiptap. There are no implied licenses granted hereunder. 
  2. Third Party Content. The Platform contains content from tiptap users and other tiptap licensors (“Third Party Content”). Customer acknowledges that it will not obtain, as a result of its use of the Platform, any right, title, or interest in or to such Third Party Content delivered via the Platform or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the Third Party Content. Except as expressly permitted by this Agreement, Customer may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Third Party Content. 
  3. Trademarks 
  4. tiptap Marks. tiptap, the tiptap logo, other tiptap logos and other tiptap trade names, trademarks, logos, service marks, trade styles, trade dress, and other proprietary and identifying marks and product and service names are or may be trademarks or service marks of tiptap (the “tiptap Marks”). Customer may not display or use the tiptap Marks in any manner without tiptap’s prior written permission and may only display or use the tiptap Marks as solely enabled by any link as provided by tiptap. 
  5. Representations and Warranties 
  6. Authority. Each Party represents and warrants that it has: (i) all requisite legal and corporate power to execute and deliver this Agreement, (ii) taken all corporate action necessary for the authorization, execution and delivery of this Agreement, (iii) no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations 

under this Agreement, (iv) obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses granted under this Agreement, and (v) taken all action required to make this Agreement a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms

  1. Compliance with Law. Each Party represents and warrants that such party will perform all of its obligations to the other Party in compliance at all times with all laws that are applicable to such Party in performing its obligations to the other Party. 
  2. TTF Service Representations and Warranties. TTF represents and warrants that the Platform conforms in all material respects to, and operates in accordance with, any descriptions or Services-related specifications provided by TTF directly to Customer. 
  3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY CUSTOMER OR RESULTS THAT MAY BE OBTAINED BY CUSTOMER THAT USE THE tiptap EQUIPMENT OR TTF SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 
  4. Disclaimers 
  5. Third-Party Disputes. TTF is not responsible for any disputes or disagreements between Customer and any third party (specifically including Processor) that Customer interacts with in connection with its use of the Platform. Customer expressly assumes all risk associated with dealing with third parties and Customer agrees to resolve disputes directly with such third party(ies). Customer hereby releases TTF of all claims, demands, and damages in disputes by and among users of the Platform. Customer also agrees not to involve TTF in such disputes. In the event of a refund and/or chargeback, Customer agrees to reimburse TTF the full amount of any and all costs and fees incurred by TTF as a result of such refund and/or chargeback. 
  6. Third-Party Content. The Platform may present or contain material provided by third-parties, not owned or controlled by TTF, from TTF’s partners, and/or from other users of the Platform, including but not limited to software, text, graphics, videos, images, or advertising content (collectively referred to as “Third-Party Content”). All Third-Party Content and the Platform are protected by Canadian and foreign intellectual property laws. Unauthorized use of the Platform and/or Third-Party Content may result in violation of copyright, trademark, and other laws. No rights in or to the Platform or Third-Party Content are granted through the use of the Platform or Third-Party Content. No other use of the TTF Service or Third-Party Content is permitted without prior written consent from TTF or the owner of the Third-Party content, respectively. Users of Third-Party Content must retain all copyright and other proprietary notices contained in the Platform and Third-Party Content. Sale, transfer, assignment, license, sublicense, modification, reproduction, display, public performance, production of derivative content, distribution, or use of the Third-Party Content otherwise for any public or commercial purpose than as permitted hereunder is strictly prohibited. The use or posting of any Third-Party Content on any other platform, or in a networked computer environment for any purpose is expressly prohibited. Violation of any part of this Section will result in an immediate and automatic termination of the right to access and/or use the Third-Party Content and Platform. 
  7. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTF AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF TIPTAP CONTENT OR LICENSOR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE

WHATSOEVER, RESULTING FROM CUSTOMER’S ACCESS TO OR USE OF THE PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF TIPTAP’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

  1. Limitations of Liability 
  2. DISCLAIMER OF CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 
  3. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES WILL TTF’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO TTF UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). 
  4. INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY TTF TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 
  5. Indemnification. Each Party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other and its affiliates and their employees, directors, agents, and representatives (the “Indemnified Party(ies)”) from any actual or threatened third party claim arising out of or based upon the Indemnifying Party’s gross negligence or willful misconduct. The Indemnified Party(ies) shall: (i) give the Indemnifying Party prompt written notice of the claim; (ii) provide the Indemnifying Party full and complete control over the defense and settlement of the claim; (iii) provide assistance in connection with the defense and settlement of the claim as the Indemnifying Party may reasonably request; and (iv) comply with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials). The Indemnifying Party will indemnify and hold harmless the Indemnified Parties against (i) all damages, costs, and attorneys’ fees finally awarded against any of them in any proceeding under this Section 13; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in

connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after the Indemnified Party(ies) have accepted defense of such claim); and, (iii) if any proceeding arising under this Section 13 is settled, the Indemnifying Party will pay any amounts to any third party agreed to by the Indemnifying Party in settlement of any such claims. 

  1. General Terms 
  2. Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either Party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each Party’s business are the sole responsibility of that Party. Nothing in this Agreement will create a joint venture, joint enterprise or partnership, or any relationship other than that of independent contractors, which is the only relationship intended by the Parties. 
  3. Assignment. Customer may not assign its rights and obligations under this Agreement to any other party without the prior written consent of TTF in its sole discretion. TTF may assign its rights and obligations under this Agreement to any affiliate of TTF or pursuant to a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns. 
  4. Notices. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the address set forth in the signature block below and with the appropriate postage affixed. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. Notwithstanding the foregoing, Customer agrees to receive email notice from TTF at the email address provided to TTF by Customer for customer service related purposes, and to share communications regarding security, privacy, and administrative issues relating to your use of the TTF Service. 
  5. Governing Law and Litigation. The laws of the Province of Ontario govern this Agreement without giving effect to provisions related to choice of laws or conflict of laws. Venue and jurisdiction of any lawsuit involving this Agreement exists exclusively in the local and provincial and federal courts in Toronto, Ontario unless either Party seeks injunctive relief that, in that Party’s reasonable and good faith judgment, would not be effective unless obtained in some other venue. The application of the United Nations Convention on the Sale of Goods is not applicable and expressly disclaimed by the Parties. 
  6. Remedies Cumulative. The remedies provided to the Parties under this Agreement are cumulative and will not exclude any other remedies to which a Party may be lawfully entitled. 
  7. Waiver and Severability. The waiver by either Party of any breach of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such Party’s right to demand strict

compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect. 

  1. Drafting and Interpretation. The Parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders. 
  2. Entire Agreement. This Agreement, including any exhibits, is the final and complete expression of all agreements between these Parties and supersedes all previous oral and written agreements regarding these matters. It may be changed only by a written agreement signed by the party against whom enforcement is sought. The exhibits referred to in this Agreement are incorporated by this reference as if fully set forth here. 
  3. Execution in Counterparts and by Facsimile. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument. The Agreement may be executed and delivered by electronic transmission and the Parties agree that such digital execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each Party may use such digital signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used. 


(Signature page follows)


IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date. 

AGREED TO AND ACCEPTED BY: 

TIPTAP FOUNDATION (“TTF”)

Address: 5A – 2045 Pine Street 

Burlington, ON, L7R 1E9 

Attn: Legal 

Signature:_____________________________ Authorized Person 

Printed Name: Chris Greenfield 

Title: CEO 

Date of Signature: ______________________ 



Company:  

Address:  

Signature:___________________________ Authorized Person 

Printed Name: ________________________ Title: _______________________________ Date of Signature: ____________________