Terms and Conditions

STANDARD TERMS AND CONDITIONS (Consoles and related hardware and software)

1. 1VALET Hardware

Owner hereby agrees to purchase from 1VALET the 1VALET proprietary hardware (“1VALET Hardware”) described in the applicable purchase order (“Purchase Order”) to be installed at the building(s) (“Building”), and at the purchase price described therein.

2. Third Party Hardware

1VALET has provided Owner with a list of compatible third party hardware (“Third Party Hardware”) to be purchased by Owner from third parties to be installed at the applicable Building. If Owner chooses to purchase hardware or related software in substitution for the Third Party Hardware it does so at its own risk and cost unless agreed upon in writing prior to occupancy.

3. Grant of License and Restrictions

3.1In consideration of payment of the recurring license fee described in the applicable Purchase Order (“Recurring License Fee”) 1VALET hereby grants Owner a non-exclusive, site-specific, personal, assignable license for the duration of the License Subscription Term (as herein defined) to use the licensed software described in the purchase order (“Licensed Software”) in connection with the 1VALET Hardware at the applicable Building.

3.2The license granted at Section 3.1 has a subscription term of seventy-two (72) months, starting from the date on which the 1VALET Hardware is fully commissioned by a 1VALET technician (“Commissioning Date”), unless sooner terminated in accordance with the provisions of Article 11 hereof (“License Subscription Term”).

4. BAS Platform Integration and Rollout

1VALET will provide Owner with an IoT plan and coordinate same with the Owner’s Architect, Electrician and Project Manager. The Parties agree to coordinate their planning, meet regularly, and keep each other informed in accordance with an agreed integration and construction schedule.

5. Warranties, Training and Technical Support

The standard warranties, training and support applicable to the 1VALET Hardware and Licensed Software (“BAS Platform”) are in a separate link in the Purchase Order.

6. Marketing

6.1Certain portions of the BAS Platform may contain trademarks owned by 1VALET. 1VALET hereby grants Owner a non-exclusive, personal, fully-paid up, royalty-free license to use such trademarks consistent with these Standard Terms and Conditions in connection with their use for the duration of the License Subscription Term.

6.2The Parties agree to participate in joint marketing campaigns to promote the 1VALET Platform and the Building with a view to enhancing the quality of the residents, the resident experience including comfort, convenience, efficiency, and security, to promote the Building’s full occupancy and to enhance the Parties’ revenues generated from the occupancy and use of the Building and the aforementioned technology.

6.3Except as permitted at Section 6.2 hereof, neither Party shall have the right to use the other Party’s trademarks, logos, trade names, business names or make reference to the other Party in connection with its activities hereunder without the other Party’s prior written approval, such approval not to be unreasonably denied or delayed. Notwithstanding the foregoing, each Party may refer to the other Party in connection with any regulatory filing or public disclosure required to be made by law.

7. Confidential Information

7.1During the term of these Standard Terms and Conditions, the Parties may have access to confidential information including without limitation relating to such matters as either Party’s business, trade secrets, inventions, copyright, know-how, show-how, moral rights and other intellectual property, pricing, suppliers, customers, partners, procedures, manuals, products, contracts, personnel, and clients. As used in these Standard Terms and Conditions, “Confidential Information” means information belonging to 1VALET or the Owner which is of value to such Party and the disclosure of which could result in a competitive or other disadvantage to either Party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of these Standard Terms and Conditions. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the disclosing Party; (ii) information that is disclosed to the receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of these Standard Terms and Conditions by the receiving Party; or (iv) information that is independently developed by the receiving Party or its employees or affiliates without reference to the disclosing Party’s information. Each Party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and in any event with no less than a reasonable degree of care, will not use the other party’s Confidential Information other than in connection with its obligations hereunder and will not reverse engineer, disassemble or decompile it.

Notwithstanding the foregoing, a Party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other Party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

8. Representations & Warranties

8.1Each Party represents and warrants to the other Party that it has the full right and authority to enter into, execute, and perform its obligations under these Standard Terms and Conditions without further consent of any third party.

8.2Except for the express representations, warranties and disclaimers in Sections 8.1 and in 1VALET’s standard warranties provided in links in the Purchase Order, 1VALET MAKES NO OTHER REPRESENTATIONS, WARRANTIES, OR PROMISES OF ANY KIND, EITHER EXPRESS IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 1VALET DOES NOT WARRANT THAT THE BAS PLATFORM WILL PERFORM WITHOUT ERRORS OR THAT IT WILL RUN WITHOUT INTERRUPTION.

9. Limitation of Liability

9.11VALET’S LIABILITY ARISING OUT OF OR RELATED TO THESE STANDARD TERMS AND CONDITIONS WILL NOT EXCEED THE GREATER OF THE RECURRING LICENSE FEES PAID BY OWNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM AND FIVE HUNDRED THOUSAND DOLLARS ($500,000.00).

9.2TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL 1VALET BE LIABLE TO OWNER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE STANDARD TERMS AND CONDITIONS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. If applicable law limits the application of the provisions of this Article 10, 1VALET’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, 1VALET’s liability limits and other rights set forth in this Article 9 apply likewise to 1VALET’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

10. Term & Termination

10.1These Standard Terms and Conditions shall be date that the Purchase Order is accepted and shall expire at the end of the License Subscription Term, unless it is sooner terminated or its duration is extended because it is renewed, in accordance with its terms and conditions.

10.2Either Party may terminate these Standard Terms and Conditions for the other’s material breach of sections 2, 4, 5, 6, 9, 12 or standard product warranties by written notice to the other Party specifying the nature of the breach, unless the other Party cures the breach within thirty (30) days of the date it receives such written notice where the cure is within the Party’s control and sixty (60) days where it is outside of the Party’s control.

10.3Either Party hereto may, at its option, upon five (5) days written notice, terminate these Standard Terms and Conditions should the other Party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or in insolvency covering all or substantially all of such Party’s property or providing for the liquidation of such Party’s property or business affairs: or (vii) otherwise dissolve or liquidate its assets or cease carrying on business.

10.4Owner may terminate these Standard Terms and Conditions pursuant to Section 10.2 (1VALET’s uncured material breach) or for its sole convenience, on ninety (90) days’ written notice to 1VALET.

10.5Upon the expiry or effective termination of these Standard Terms and Conditions for any reason, Owner shall cease all use of the Licensed Software and delete, destroy, or return all copies of the Licensed Software and related documentation in its possession or control but will continue to preserve basic functionality for the entry console in perpetuity consisting of normal operation of the console with no further updates or upgrades or technical support, provided that the Owner has paid Recurring License Fees to 1VALET pursuant to sections 10.3 (Owner’s Bankruptcy) or 10.6 (Owner’s Sole Convenience).

10.6Should Owner terminate these Standard Terms and Conditions pursuant to Section 10.4 (Owner’s Sole Convenience) Owner shall pay 1VALET one hundred percent (100%) of the Recurring License Fees which Owner would have paid for the remaining duration of the License Subscription Term had it not so terminated the Agreement. Owner’s right to terminate these Standard Terms and Conditions on such ground is conditional on the said accelerated payment being made within five (5) business days of 1VALET’s receipt of the termination notice.

10.7Should 1VALET terminate these Standard Terms and Conditions pursuant to Section 10.2 (Owner’s Material Breach) or 10.3 (Owner’s Bankruptcy, etc.) Owner shall pay 1VALET one hundred percent (100%) of the Recurring License Fees which Owner would have paid for the remaining duration of the License Subscription Term had it not so terminated these Standard Terms and Conditions.

10.8Should Owner terminate these Standard Terms and Conditions pursuant to Section 10.3 (1VALET’s Bankruptcy, etc.) and should 1VALET’s trustee-in bankruptcy decide to continue operation of 1VALET’s business, Owner shall pay 1VALET or its trustee-in-bankruptcy the Recurring License Fees as they become due and payable on a monthly basis unless the trustee-in-bankruptcy terminates these Standard Terms and Conditions in accordance with applicable laws.

10.9The following provisions will survive termination or expiration of these Standard Terms and Conditions: (a) any obligation of Owner to pay Recurring License Fees; (b) Sections 7, 8, 9, 10, 11, 1, 13, 14; and (c) any other provision of these Standard Terms and Conditions that must survive to fulfill its essential purpose.

11. Insurance

1VALET shall have and maintain at its own cost Commercial General Liability Insurance, Automobile, Cyber Liability Insurance, and Professional Errors and Omissions Insurance, each with a limit of not less than $2,000,000 each occurrence and $5,000,000 in the aggregate. 1VALET shall also have and maintain Worker’s compensation as required by applicable laws. 1VALET shall provide Owner proof of such insurance upon demand or include Owner as an additional insured if requested. Owner will be given thirty (30) days advance written notification of any cancellation or material change of such policy. The coverage of all policies will be primary, and not in excess of, or contributory with, any other policies.

12. Ownership and Collection of Data

All data and other information, including without limitation, personally identifying information, collected through the use of the 1VALET Platform by 1VALET, the Owner, merchants and their respective employees, contractors, agents, directors, officers and other representatives and by tenants (“Data”) shall the sole property of and shall at all times be owned by 1VALET. 1VALET hereby grants Owner a non-exclusive, fully paid up, royalty-free, license during the License Subscription Term to use the Data strictly to provide resident services to the residents at the Building. Owner shall treat all Data as the confidential, proprietary information of 1VALET, and will protect the Data against disclosure and unauthorized use with at least the same degree of care that it uses to protect its own proprietary information of a like nature, but with no less than reasonable care, including, without limitation, as may be required to transfer, store and administer such Data in accordance with all applicable laws, rules and regulations. Owner’s use of the Data for the aforesaid purpose is subject to the 1VALET privacy and data protection policy available at 1VALET’s website. 1VALET may share some of the Data with Owner to the extent that the Data may assist Owner to better manage the Building and enhance the residents’ experience, provided that it is permitted by applicable laws and agreements.

13. Miscellaneous

13.1The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf.

13.2Notices pursuant to these Standard Terms and Conditions shall be sent to the addresses below, or to such others as either Party may provide in writing. Such notices will be deemed received at such addresses upon the earlier of (a) actual receipt or (b) delivery in person, by fax with written confirmation of receipt, or by certified mail return receipt requested.

For the Owner at the address set forth in the applicable Purchase Order.

For 1VALET:

attn. ; Jean Pierre Poulin

523 Montée Paiement, Gatineau, QC J8R 1N3

13.3No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these Standard Terms and Conditions to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party’s reasonable control.

13.4Owner may not assign these Standard Terms and Conditions or any of its rights or obligations hereunder without 1VALET’s express written consent. 1VALET may assign these Standard Terms and Conditions to its corporate affiliates and to the purchaser of all or substantially all of its assets or securities. Except to the extent forbidden in this Section, these Standard Terms and Conditions will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

The Parties hereby agree that upon the registration of a Declaration and Description in respect of the Building pursuant to the Condominium Act (Ontario) or its provincial equivalent the Owner shall be thereby released from all obligations hereunder and the condominium corporation shall be entitled to all of the benefits and shall be subject to all of the Owner’s obligations pursuant to these Standard Terms and Conditions. The Owner agrees to collaborate with 1VALET in presenting and endorsing these Standard Terms and Conditions to the condominium corporation with a view to the condominium corporation accepting an assignment of these Standard Terms and Conditions and all of its obligations.

13.5To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Standard Terms and Conditions invalid or otherwise unenforceable in any respect.

13.6No waiver of a breach of these Standard Terms and Conditions will constitute a waiver of any other breach of these Standard Terms and Conditions.

13.7These Standard Terms and Conditions will be governed solely by the laws of the Province of Ontario without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The Parties consent to the personal and exclusive jurisdiction of the Ontario courts.

13.8These Standard Terms and Conditions sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.

13.9These Standard Terms and Conditions may not be amended except through a written agreement by authorized representatives of each Party.

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