Terms of Service

Last Updated: July 2021

This Agreement sets forth the terms and conditions that govern the provision and use of: (i) the SaaS Services for the provision of an employee spend management solution; and(ii) consulting, training and other Professional Services made available by Float in connection with the SaaS Services.

1. Definitions:

  1. “Affiliate” means, with respect to a party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

  2. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.

  3. “Customer Data” means any data, information, content, records, and files that Customer (or any of its Permitted Users) loads into, transmits to or enters into the SaaS Services, including but not limited to Personal Information.

  4. “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or regulation-making entity having jurisdiction over Float, Customer, the Services, the Customer Data or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities.

  5. “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.

  6. “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.

  7. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

  8. “Order Form” means Exhibit A, or any additional order form that references this Agreement and that is agreed to by the parties.

  9. “Permitted User(s)” means those employees authorized by Customer to access and use the SaaS Services on Customer’s behalf.

  10. “Personal Information” means information about an identifiable individual or information that is subject to applicable privacy or data protection laws.

  11. “Professional Services” mean the consulting, training and other professional services set out in an Order Form.

  12. “SaaS Services” means: (i) services through which Float hosts and makes available the Float employee spend management solution for issuing and managing pre-paid credit cards as described in an Order Form; (ii) any component or Modification of the services referred to in (i); and (iii) the Support Services.

  13. “Services” means the SaaS Services and the Professional Services (or any part thereof).

  14. “Website” means any websites used by Float to provide the SaaS Services, including the website[s] located at https://stripe.com, https://auth0.com, https://marqeta.com, https://verygoodsecurity.com.

2. Saas Services

  1. Provisioning of the SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Float will make the SaaS Services available to Customer 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: (i) sub-license, sell, rent, lend, lease or distribute the SaaS Services or any Intellectual Property Rights therein, or otherwise make the SaaS Services available to the parties other than Permitted Users; (ii) use the SaaS Services to permit timesharing, service bureau use or commercially exploit the SaaS Services; (iii) use or access the SaaS Services: (A) in violation of any Applicable Law or Intellectual Property Right; (B) in a manner that threatens the security or functionality of the SaaS Services; or (C) for any purpose or in any manner not expressly permitted in this Agreement; (iv) use the SaaS Services to create, collect, transmit, store, use or process any Customer Data: (A) that Customer does not have the lawful right to create, collect, transmit, store, use or process; (B) that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (v) Modify the SaaS Services; (vi) attempt to reverse engineer, de-compile or disassemble the SaaS Services; (vii) access or use the SaaS Services for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the SaaS Services.

  3. Suspension of Access; Scheduled Downtime; Modifications. Float 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: (i) suspend Customer’s access to or use of the SaaS Services if Customer breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured seven (7) days after Float provides Customer with written notice of such breach; and (ii) make any Modifications to the SaaS Services provided the SaaS Services continue to materially conform to the description set forth in the Order Form.

  4. Subcontracting. Float may engage third parties to provide the SaaS Services.

3. Ownership; Reservation of Rights

  1. Except as specifically set forth in this Agreement, nothing in this Agreement assigns or grants to Float any right, title or interest including any Intellectual Property Rights in or to Customer Data. Customer grants to Float a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right during the Term to access, collect, use, process, store, disclose and transmit Customer Data to: (i) provide the Services; (ii) improve and enhance the Services and its other offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). Float may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind.

  2. Float or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to: (i) the Services; (ii) anything used, developed or delivered by or on behalf of Float under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).

4. Privacy

Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Float privacy policy located at https://floatcard.com/legal/privacy-policy (the “Privacy Policy”). Customer User Account; Responsibility for Permitted Users

  1. Upon Customer’s request, Float will issue one or more administrator accounts to Customer that provides Customer with the capability to create user accounts (each, a “Customer User Account”) for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the SaaS Services (each user, and each administrator, a “Permitted User”). Customer will ensure that each Permitted User only uses the SaaS Services through its assigned Customer User Account. Customer will not allow any Permitted User to share its Customer User Account with any other person.

  2. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the SaaS Services in compliance with this Agreement.

  3. Customer will promptly notify Float of any actual or suspected unauthorized use of the SaaS Services. Float reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

  4. Customer will ensure that all individual users of the SaaS Services, including Permitted Users, are contractually bound to Float's end user terms and conditions of use, which are available at https://floatcard.com/legal/terms-of-service.

5. Customer user account; responsibility for permitted users

  1. Upon Customer’s request, Float will issue one or more administrator accounts to Customer that provides Customer with the capability to create user accounts (each, a “Customer User Account”) for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the SaaS Services (each user, and each administrator, a “Permitted User”). Customer will ensure that each Permitted User only uses the SaaS Services through its assigned Customer User Account. Customer will not allow any Permitted User to share its Customer User Account with any other person.

  2. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the SaaS Services in compliance with this Agreement.

  3. Customer will promptly notify Float of any actual or suspected unauthorized use of the SaaS Services. Float reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

  4. Customer will ensure that all individual users of the SaaS Services, including Permitted Users, are contractually bound to Float's end user terms and conditions of use, which are available at https://floatcard.com/legal/terms-of-service.

6. Support

Float will provide Customer with technical support for the SaaS Services (“Support Services”): (a) via email at support@floatcard.com; and (b) via Float's knowledge base and documentation available online at help.floatcard.com.

7. Third-party content; websites or services

Customer’s access to and use of certain functionalities provided in or through the Services may provide links or access to third party content, websites, services or systems. Float does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under the control of Float, and if Customer chooses to access any such content, websites, services, or systems Customer does so entirely at its own risk. Customer acknowledges that it may be required by to accept terms and conditions applicable to third party content, websites, services, or systems, that such terms may supersede the terms in this Agreement with respect to the use of such third party content, websites, services or systems, and Customer agrees to accept and comply with any such terms and conditions.

8. Service Levels

Float will use commercially reasonable efforts to make the SaaS Services available on a 24 x 7 x 365 basis with an objective of achieving 99%availability for each calendar month,excluding downtime or suspension of the SaaS Services for scheduled maintenance or due to a Force Majeure (the “Availability Service Level”). If Float fails to meet its Availability Service Level in any calendar month during the Term, Customer will be entitled to credits as follows:

Availability service levelCredit against the following month's subscription fee
99% or greaterN/A
98% - 98.99%5%
97% - 97.99%10%
under 96.99%15%

9. Fees and payment

  1. Fees. Customer will pay to Float the fees described in any Order Form (the “Fees”). Unless otherwise noted on an Order Form, all Fees are identified in Canadian dollars and are payable in advance.

  2. Changes to the Fees. Float reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 60 days prior notice to Customer.

  3. Invoicing. Float will prepare and send to the Customer, at the then-current contact information on file with Float, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts on the 1st day of the month following the invoice date, but in any event within 30 calendar days of the invoice date.

  4. Disputed Invoices or Charges. If Customer believes Float has charged or invoiced Customer incorrectly, Customer must contact Float no later than 45 days after having been charged by Float or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.

  5. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Float reserves the right to suspend Customer’s access to the SaaS Services and any delivery of Professional Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

  6. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, 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 Float.

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

10. 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 Discloser means any and all information of 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 Discloser is Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to 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.

  2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or Affiliates that have 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; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. 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.

  3. Exceptions to Confidentiality. Notwithstanding Section 10(b), 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, 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; or (iii) in the case of Float, to potential assignees, acquirers or successors of Float 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 Float.

11. Warranty; disclaimer

  1. Customer Warranty. Customer represents and warrants to, and covenants with Float 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 Float to provide the Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Float and to or from all applicable third parties.

  2. GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FLOAT 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 EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY FLOAT TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND FLOAT 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 PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FLOAT HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, 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.

12. Indemnities

  1. Float

  2. Indemnity. (i) Float will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the SaaS Services infringe any third-party Intellectual Property Right in Canada or the United States. (ii) Float's obligations under Section 12(a)(i) do not apply to any Action or Losses arising out of or relating to any of the following (“Excluded Claims”): (A) incorporation of any SaaS Services into, or any combination, operation, or use of any SaaS Services with, any products or services not provided or authorized by Float, unless such infringement would also have resulted solely from the use of the SaaS Services without their incorporation in, or combination, operation or use, with such other products or services; (B) Modification of any SaaS Services other than by Float or with Float's express written approval; or (C) unauthorized use of the SaaS Services. (iii) If the SaaS Service is, or in Float's opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s use of any SaaS Service is enjoined or threatened to be enjoined, Float may, at its option and sole cost and expense: (A) obtain the right for Customer to continue to use the affected SaaS Services materially as contemplated by this Agreement; (B) Modify or replace SaaS Services, in whole or in part, to seek to make the SaaS Services (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such Modifications or replacements will constitute SaaS Services under this Agreement; or (C) if Float determines that neither of the foregoing two options are reasonably available, by written notice to Customer, terminate this Agreement and require Customer to immediately cease all use of the SaaS Services or part or feature thereof.

  3. Customer Indemnity. Customer will defend, indemnify and hold harmless Float, and its officers, directors, employees and agents (each, an “Float Indemnitee”) from and against any and all Losses incurred by a Float Indemnitees arising out of or relating to any Action by a third party (other than an Affiliate of a Float Indemnitee) that arise from or relate to: (i) Customer Data; (ii) Customer’s breach of Sections 2(b) or 11(a); (iii) unauthorized use Services by Customer or any Permitted User; or (iv) Excluded Claims.

  4. 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 12. 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 12(c) will not relieve the Indemnitor of its indemnity obligations under this Section 12 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.

13. Limitation of liabilities

  1. AMOUNT. EXCEPT AS OTHERWISE PROVIDED IN SECTION 13(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY 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.

  2. TYPE. EXCEPT AS OTHERWISE PROVIDED IN SECTION 13(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) 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 THE SERVICES OR THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

  3. Exceptions. The exclusions and limitations in Sections 13(a) and 13(b) do not apply to: (i) either party’s obligations under Section 12; (ii) Losses arising out of or relating to Customer’s breach of its obligations under Sections 2(b) or 9; or (iii) Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts.

14. Term and termination

  1. Term. This Agreement will commence on the Effective Date and continue to be in effect until it is terminated in accordance with its terms (the “Term”).

  2. Termination for Convenience. Either party may terminate this Agreement at any time by providing at least 30 days’ advance written notice to the other party.

  3. Termination for Cause. Either party may terminate this Agreement by giving to the other party written notice of termination upon the occurrence of any of the following events: (i) the other party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 9) and fails to cure such breach or default within thirty (30) days of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (ii) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (iii) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution.

  4. Effect of Termination; Transition. Upon termination of this Agreement, Customer will immediately cease accessing or using the Services. Within thirty (30) calendar days following termination, Float will, at Customer’s option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Float to provide the SaaS Services. In addition, Float will perform additional transition services that are set forth in an Order Form.

  5. 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 9 (Fees and Payment), Section 10 (Confidential Information), Section 11 (Warranty; Disclaimer), Section 13 (Limitation of Liabilities), Section 14(e) (Survival), and Section 15 (General Provisions).

15. General provisions

  1. Notices. 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. Notices must be sent: (i) if to Float, to the following address: 151 Charles Street West, suite 199, Kitchener, Ontario, N2G 1H6; Attention: Ruslan Nikolaev; Email: ruslan@floatcard.com and (ii) if to Customer, to the current postal or email address that Float has on file with respect to Customer. Float may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Float current at all times during the Term.

  2. Assignment. Float may, upon giving written notice to Customer, assign its rights and obligations under this Agreement to any of its Affiliates or pursuant to a merger, amalgamation or other corporate reorganization or a sale of substantially all of its assets relating to that portion of its business that delivers the Services. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Float under this Agreement, except that the assignment will not release Float from liability for Float’s obligations under this Agreement. Except for such permitted assignment, neither party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other party. This Agreement ensures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.

  3. 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 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. Notwithstanding the foregoing, Float may: (i) commence lawsuits to collect unpaid fees from Customer; and (ii) seek injunctive relief with respect to a violation of Float's Intellectual Property Rights; in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

  4. Export Restrictions. Customer agrees not to directly or indirectly export or re-export any of the Services without first obtaining all required licenses, permits and permissions required under Applicable Law. Float makes no representation or warranty that the 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.

  5. 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.

  6. Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, pandemics, 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”).

  7. 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.

  8. 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.

  9. Independent Contractors. Float'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.

  10. 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.

  11. 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.

  12. 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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