COLLAGE SOFTWARE-AS-A-SERVICE AGREEMENT

Last Updated: February 18, 2025

This Collage software-as-a-service agreement (the “Agreement”) is an agreement between the person, and organization represented by such person (where “User” is the individual person while “Customer” is the organization), visiting, browsing, accessing or otherwise using (the term “use” will refer to any of the foregoing and the term “using” will have a corresponding meaning) the Platform and People Corporation, doing business as Collage HR (“Collage”, Collage and Customer, the “Parties” and each, a “Party”), and is entered into the earlier of: (A) the date Customer first uses any part of the Platform; and (B) the date Customer agrees to be bound by this Agreement (the “Effective Date”).

BY USING ANY ELEMENT OF THE PLATFORM (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 16.11. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE PLATFORM, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO COLLAGE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF USER IS USING THE PLATFORM ON BEHALF OF A CUSTOMER, USER HEREBY REPRESENTS AND WARRANTS TO COLLAGE THAT USER HAS THE AUTHORITY TO BIND SUCH CUSTOMER TO THIS AGREEMENT.

1. Definitions.

“Customer Data” means any data, information, content, records, and files that Customer loads, transmits to or enters into the Platform or otherwise provides to Collage, and any data, information, content, records and files that the Platform obtains from Customer’s servers or systems or from third parties on Customer’s behalf (including Personal Information and Financial Information of Users), including any and all intellectual property rights in any of the foregoing. "Financial Information" means financial information of a User and Customer (including bank account information and Social Insurance Number).
“Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing (including analyses, reports, databases, datasets, recommendations, and visual representations) in any form or medium, and “Modify” has a corresponding meaning.
“Personal Information” means information about an identifiable individual.
“Platform” means: (i) the software-as-a-service platform offered by Collage to provide human-resources, benefits management, payroll processing services, payroll software, and HR advice, as applicable; (ii) the Website; and (iii) all other software, hardware, and systems used by Collage to host and make the Platform available for Customer’s use and access.
“Website” means any websites used by Collage to make the Platform available, and includes the websites located at [www.collage.co].

2. Platform Availability.

Provisioning of the Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, Collage will make the Platform available to Customer and Users on the terms and conditions set out in this Agreement.
Limitation, Suspension, or Termination of Access; Platform Upgrades and Scheduled Downtime. Collage may, at its discretion and without notice: (i) suspend, terminate, or limit Customer’s access to or use of the Platform or any component thereof; or (ii) Modify the Platform. Collage will use commercially reasonable efforts to provide reasonable advance notice of such suspension, termination, or limitation.
Payment of subscription fees. Customer will be responsible for paying subscription fees to licence the Platform, on a non-exclusive basis. Payment of such fees will grant the Customer access to the Platform. Billing will be done on a monthly basis and the Customer will be billed in advance for the month ahead. Collage does not issue refunds or prorate for any periods already paid. Fees are to be paid by credit card upon receipt of the invoice. The inability by Customer to pay such fees may result in Collage removing the Customer’s access to the Platform, effective immediately. Such removal of access does not relieve Customer from any amounts invoiced or owed to Collage. Customer and its Users are required to have an active subscription to retain access to the Platform. Collage may change such subscriptions fees for the Customer in its own discretion upon providing 30 days notice.

3. Rights to Use Customer Data.

Subject to the terms and conditions of this Agreement, Customer grants (and if applicable, will cause each User to grant) to Collage a non-exclusive, royalty-free, irrevocable, fully paid-up, and worldwide right and licence during the Term to reproduce, perform, Modify, develop, access, collect, store and use all Customer Data, including any data, information or other content forming part thereof, in connection with this Agreement and the services to be provided by Collage to Customer.

4. Reservation of Rights.

Collage expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Platform (or any part thereof) and any other materials or content provided by Collage under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “Collage Property”). All rights, title and interest in the Collage Property will remain with Collage (or Collage’s third party suppliers, as applicable). For greater certainty, the Collage Property is licenced and not “sold” to Customer.

5. Privacy.

Customer agrees (on Customer’s behalf and on behalf of each User) to Collage’s access, use, collection, storage and disclosure of Customer’s and each User’s Personal Information and Financial Information (if applicable) for the purposes authorized under this Agreement and in accordance with Collage’s privacy policy located here: [www.collage.co/privacy-policy] (the “Privacy Policy”). The Privacy Policy is hereby incorporated by reference and forms part of this Agreement. Where Customer has a legal or regulatory responsibility for data retention or destruction, the Customer is solely responsible for such retention or destruction.

6. User Account for Software; Customer Restrictions.

User Accounts. Upon Customer’s request, Collage may issue one administrator account (the “Administrator Account”) to Customer that enables Customer to further issue user accounts (the “User Account”) to all individuals who are an employee or contractor of Customer that Customer wishes to have access to and use of the Platform (each, a “User”), whether directly by creating User Accounts on the Platform or indirectly by directing Users to sign up with Collage on the Website. Users may only use the Platform through their User Account. Customer is responsible for the compliance by Users with this Agreement, and any and all activity occurring under their User Accounts, including access to and use of the Platform. Customer will not allow Users to share their User Account with any other person. Customer will promptly notify Collage of any actual or suspected unauthorized use of the Platform. Collage reserves the right to suspend, deactivate, or replace the Administrator Account or any User Account if it determines that the Administrator Account or any User Account may have been used for an unauthorized purpose.
Customer Restrictions. Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person (including any Users) to:

use the Platform other than as permitted by this Agreement;
use the Platform to upload, collect, transmit, store, use, disclose or process, or ask Collage to obtain from third parties or perform any of the above with respect to, any Customer Data: (A) that Customer or the applicable User does not have the lawful right to upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display; (B) in a manner that violates any applicable laws, or 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); (C) that is tortious, defamatory, obscene, or offensive, or that violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code; or
use the Platform for the purpose of building a similar or competitive product or service.

7. Email and Web Support.

Customer will have access to Collage’s technical support through email at support@collage.co.

8. Confidential Information

Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all Collage Property (including any part thereof), whether marked as “confidential” or not, will be Collage’s Confidential Information and will not be Customer’s Confidential Information.
Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates 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; (ii) use Confidential Information of the Discloser except to exercise its licence rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 8 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
Exceptions to Confidentiality. Notwithstanding Section 8.2., Recipient may disclose 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 the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, 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 related to Collage’s business; (iii) in the case of Collage, to potential assignees, acquirers or successors of Collage if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Collage; or (iv) in the case of Collage for payroll processing services and payroll software (where applicable), to its third party payroll processor and agents.

9. Information Regarding Benefits or Insurance Service Providers.

The Platform may provide Customer with information or referrals with respect to engaging the services of third parties for the provision of benefits or insurance services (such third parties, the “Benefits or Insurance Service Provider”). Customer may separately enter into an agreement with a Benefits or Insurance Service Provider on such terms and conditions as may be agreed between Customer and that Benefits or Insurance Service Provider.
If Customer engages the services of a Benefits or Insurance Service Provider, Customer acknowledges that Customer is engaging directly with the Benefits or Insurance Service Provider it selects and not with Collage, and that Collage is not a party to and will be in no way responsible for the performance of either Customer or the Benefits or Insurance Service Provider.
Collage does not make any representations or warranties of any kind in respect of any Benefits or Insurance Service Provider and Customer acknowledges that Collage is not an agent or representative of Customer or any Benefits or Insurance Service Provider. Customer is responsible for managing, inspecting, accepting and paying for services and deliverables provided under any agreements with Benefits or Insurance Service Providers.
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10. Payroll Processing Services

If Customer has subscribed to payroll processing services from Collage, this Section 10 shall apply to those services.

Customer expressly authorizes and acknowledges that Collage uses a third-party payroll service provider (“Third Party Processor”) to provide payroll processing services outside of the Platform. Customer authorizes the Third Party Processor to access its bank account to process direct deposits of payments and to debit overpayments and correct any payment errors.

The Third Party Processor will calculate payroll deductions for each User while adhering to all current statutory deduction rates set by Canada Revenue Agency and other regulatory agencies. The Third Party Processor shall be responsible for withholding and remitting each User’s statutory remittances including income tax, employment insurances, government pension plans, and other government remittances relating to payroll.

The following dates and terms will apply to the payroll processing services:

Default Payroll – As per a User’s services or employment agreement with Customer. Customer will have a default salary amount or daily hourly worked total, default processing dates, and default deductions that will be processed at the Pay Cut-off Date. Such User will be paid according to the default payroll instructions, unless Customer provides any updates on the Platform within 12 business hours of the Pay Cut-off Date.
Pay Cut-off Date – Defined as four business days (inclusive) prior to the Pay Date.
Withdrawal Date – The date the funds are withdrawn from Customer’s bank account. This date will vary between 3 to 5 business days prior to the Pay Date.
Pay Date – The date the funds are deposited into each User’s bank account.
Customer agrees to provide a void cheque or relevant Financial Information for payment to each User.

CUSTOMER SHALL PROMPTLY UPDATE THE PLATFORM WITH ANY CHANGE IN EMPLOYMENT STATUS OF ANY USER, including employment hours, resignation, termination, leave of absence, or extended holidays. Customer acknowledges that failure to provide such updates on the Platform in a timely manner may cause the User to be paid unnecessarily, or incorrectly, and Collage will not be liable for any such error to Customer of the User.

Customer acknowledges that eligible vacation pay will be paid to each User when they take vacation time (referred to as “Accrued Vacation Pay”). UNLESS CUSTOMER NOTIFIES COLLAGE OF AN ALTERNATIVE METHOD FOR VACATION PAY, COLLAGE WILL ASSUME THAT EACH USER IS A FULL TIME EMPLOYEE AND VACATION PAY WILL BE PAID TO EACH USER ON AN ACCRUED VACATION PAY BASIS. (Please note that part time employees, should be paid out their vacation pay per pay period at a rate of 4%.)

11. Payroll Software

If Customer has subscribed to payroll software from Collage, this Section 11 shall apply.

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Payroll Software. Payroll Software includes the withdrawal of funds from the Customer bank account and the deposit of funds to the Users’ and government entities’ bank accounts, along with such required payroll tax calculations. This Payroll Software includes other elements Collage deems necessary and reasonable in providing as part of the Platform.
Eligibility. Only Customers with Canadian legal entities and Canadian bank accounts in Canadian dollars are eligible for Payroll Software. Collage may at any time refuse or stop providing this Payroll Software if it deems that there is a legal, financial, reputational, or other risk presented by providing this Payroll Software to the Customer.
Third parties. Collage has engaged with The NMBR Company Ltd. (“NMBR”) to help provide this Payroll Software. Royal Bank of Canada (the “Bank”) is involved in acting on behalf of NMBR in providing this Payroll Software.
Appointing agents. To allow Collage to provide this Payroll Software, Customer agrees to appoint Collage, NMBR, and the Bank as its agents and sub-agents for the limited purposes of providing this Payroll Software, moving funds into user accounts, calculating required payroll taxes, remitting such payroll taxes to government entities, receiving and providing notices, authorizing and directing the Bank to debit and credit accounts of the Users held at financial institutions, and other things deemed reasonable in providing Payroll Software. Collage, NMBR and the Bank may require additional reasonable documentation to verify the identity of the Customer and its Users and Customer shall support such efforts, where required.
Customer responsibilities. Customer is responsible for ensuring that all Customer and User data is correct, including but not limited to, personal information, salaries, bank information, and all other information entered in the Platform or communicated to Collage. Customer is responsible for reviewing all disbursement records promptly to ensure validity and accuracy. Customer is responsible for providing Collage with correct funding instructions and maintaining sufficient funds in its bank account in accordance with such instructions. All instances of insufficient funds are solely the Customer’s responsibility. Customer shall have internal procedures to screen all Users to ensure that all Users using this Payroll Software have the authority to act on behalf of the Customer. Customer shall notify Collage of any government notices or communications that may impact this Payroll Software, including changes to the frequency of tax remittances, and will be solely responsible for delays or inability to provide such information promptly. Customer is responsible for all tax payments, tax returns and tax liabilities as it relates to payroll and otherwise.
Prohibited activities. Customer and its Users are prohibited from reselling this Payroll Software, using this Payroll Software for any illegal purposes, or for any purposes outside of the intended use of this Payroll Software.
PAD authorization and other documents. Customer will be required to sign a pre-authorized debit authorization (“PAD”) authorizing NMBR to withdraw funds from the Customer’s account to provide this Payroll Software. Customer agrees to provide Collage and NMBR with other documents, as reasonably required, to provide this Payroll Software.
Shortfalls. Situations where Collage, NMBR, and Bank withdrew less funds from the Customer account than they deposited into the Users’ and government entity accounts shall be defined as Shortfalls. Shortfalls can occur from insufficient funds held in the Customer account, failed withdrawal transactions, and other reasons. All Shortfalls are the responsibility of the Customer and shall be repaid to Collage within 7 days of notice. Collage, NMBR, and Bank are allowed to debit a Customer’s bank account to repay a Shortfall.
NMBR’s access to data. NMBR will collect personally identifiable information of Users as part of this Payroll Software for the sole purpose of providing this Payroll Software. You can find NMBR’s privacy policy here: https://www.nmbr.co/privacy.

12. HR Advice

If Customer has subscribed to HR Advice from Collage, this Section 12 shall apply.

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Eligibility. HR Advice is only available to Collage Customers. Customers are billed on a monthly subscription basis. In receiving access to HR Advice, the Customer will be responsible for designating a primary representative who is responsible for selecting HR templates. Up to two additional approved callers can be named to use HR Advice on behalf of the Customer.
HR Advice. HR Advice includes HR On Call and access to HR templates.
HR On Call. Includes best HR practice advice and guidance related to HR inquiries in your organization via email and phone support. HR On Call is available Monday to Friday 9:00am – 6:00pm EST. Inquiries received within established service hours will receive a response within one business day. Ultimate resolution for Customers may require additional information from Customers. HR On Call does not constitute legal advice or legal guidance.
Templates. You will select the templates you receive from a list provided to you. Templates are provided on an “as is” basis. Prior to usage, you may wish to edit the templates in a way that best suits your organization and situations. All templates remain the intellectual property of Collage. Collage grants the Customer rights to use the templates for reasonable business purposes. The Client is able to select and access up to 10 templates per month. The Customer is not allowed to sell the templates for any financial gain.
Termination of HR Advice. Collage reserves the right to adjust pricing or terminate your access to HR Advice should individual Customer usage exceed three times the average Customer usage for two consecutive months or if Collage deems providing HR Advice not commercially feasible to the Customer. All amounts paid are nonrefundable. Customers are eligible for termination after 30 days and may terminate the agreement by providing 30 days written notice. To terminate your subscription to HR Advice, please email support@collage.co.
People First HR Services. People First HR Services is a division of People Corporation and provides this HR Advice service. People First HR Services and Collage are brands owned by and acting on behalf of People Corporation.

13. Warranty; Disclaimer; Indemnity.

Customer Warranty. Customer represents and warrants to, and covenants with Collage that the Customer Data will only contain Personal Information and if applicable, Financial Information, in respect of which Customer has obtained all applicable third party consents, authority and permissions, and has made all applicable third party disclosures (including to each User), in each case as required by applicable laws, regarding all collection, storage, access, use, disclosure and transmission of Personal Information and Financial Information, if applicable.
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Benefits or Insurance Service Provider Disclaimer. COLLAGE MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC BENEFITS OR INSURANCE SERVICE PROVIDERS OR THE SERVICES THEY PROVIDE. WITHOUT LIMITING THE FOREGOING, COLLAGE MAKES NO GUARANTEES ABOUT ANY BENEFITS OR INSURANCE SERVICE PROVIDER’S ABILITY TO FULFIL ITS OBLIGATIONS WITH RESPECT TO ITS AGREEMENT WITH CUSTOMER, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY OF ANY BENEFITS OR INSURANCE SERVICE PROVIDER TO PERFORM ANY SERVICES IN A WORKMAN-LIKE OR PROFESSIONAL MANNER.

BENEFITS OR INSURANCE SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF COLLAGE. COLLAGE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY BENEFITS OR INSURANCE SERVICE PROVIDER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY AGREEMENTS ENTERED INTO BETWEEN CUSTOMER AND ANY BENEFITS OR INSURANCE SERVICE PROVIDER.
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GENERAL DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY COLLAGE TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, COLLAGE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES 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. COLLAGE DOES NOT WARRANT THAT THE PLATFORM (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, COLLAGE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
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Indemnity. Customer will defend, indemnify and hold harmless Collage, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with, or relating to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; (iii) use of the Platform (or any part thereof) by Customer or any User in combination with any third party software, application or service; (iv) misrepresentation, criminal behaviour or gross negligence on the part of Customer or any User; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Customer’s or any User’s use of the Platform (or any part thereof) contrary to the terms of this Agreement. Customer will fully cooperate with Collage 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 Collage.

14. Limitation of Liabilities.

Customer acknowledges that it is solely responsible for providing current, accurate and complete Customer Data of each of its Users (including the enrollment of new Users) and under no circumstances will Collage be liable for Customer’s failure to do so. Customer shall indemnify Collage for any such failure pursuant to Section 13.4.(i).

The Parties acknowledge that the following provisions reflect a fair allocation of risk and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF COLLAGE IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL COLLAGE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COLLAGE BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) ANY 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, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

15. Term and Termination.

Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).
Termination For Convenience. Either party may terminate this Agreement at any time by providing advance written notice of not less than 30 days to the other Party.
Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within five days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion, in each case unless the material breach is not capable of being cured.
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 3 (Right to Use Customer Data), Section 4 (Reservation of Rights), Section 8 (Confidential Information), Section 13 (Warranty; Disclaimer; Indemnity), Section 14 (Limitation of Liabilities), Section 15.4 (Survival), and Section 16 (General Provisions).

16. General Provisions.

Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent: (i) if to Collage, by email to support@collage.co or to the following address:

150 John St. Unit 900, Toronto, ON, M5V 3C3

and (ii) if to Customer, to the current email address or postal address that Collage has on file with respect to Customer. Collage may change its contact information by posting the new contact information on the Collage Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Collage through the Collage Platform current at all times during the Term.
Communications and Marketing. Collage may communicate with persons holding Administrator Accounts and User Accounts by email to provide a better experience in the Platform, as Collage deems reasonable. Collage may also communicate with Administrator Accounts by email to promote some of its products and services or send other marketing materials, as it deems reasonable and as is permitted by law.
Assignment. Customer will not assign this Agreement to any third party without Collage’s prior written consent. Collage may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario 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 Toronto, Ontario, 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.
Construction. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The term “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”, when used in respect of Collage in this Agreement means the right of Collage to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Collage’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Collage employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.
Severable. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
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.
Independent Contractors. Customer’s relationship to Collage is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Collage.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.
Amendments. Subject to the following sentence, 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, COLLAGE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE; OR (III) WITHOUT NOTIFICATION, WHERE SUCH AMENDMENTS DO NOT MATERIALLY CHANGE THIS AGREEMENT. UNLESS OTHERWISE INDICATED BY COLLAGE, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE OF SUCH AMENDMENT.
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.

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