Terms of Use for Optimum Retailing Application and Realgram Application

EFFECTIVE AS OF: SEPTEMBER 2025
LAST MODIFIED: APRIL 2026

Welcome to the website and Application, owned and operated by Unefi Inc. and Unefi Ltd. (“Unefi”, “we”, “us”, or “our”). These Terms of Use (“Terms of Use”) govern your access to and use of Unefi’s web-based Applications, tools, and platforms that You subscribed to or that Unefi otherwise makes available to You, and are developed, operated, and maintained by Unefi, accessible via the Application, and any ancillary products and services that Unefi provides to You (the “Service” or “Services”).

The Services provide software for a relationship and marketing management system. The systems provide faster, more accurate deployment of in-store programs, effective management of fixtures and assets, and ensure superior store execution and compliance.

TABLE OF CONTENTS

  1. Definitions
  2. Use of Services
  3. Confidentiality
  4. Intellectual Property
  5. Your Data
  6. Limitation of Liability
  7. Indemnification
  8. Publicity
  9. Language
  10. Assignment and Delegation
  11. Independent Contractors
  12. Exclusivity
  13. Compliance with Laws
  14. Waiver
  15. Severability
  16. No Third-Party Beneficiaries
  17. Survival
  18. Force Majeure
  19. Dispute Resolution
  20. Jurisdiction

1 – DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to the Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Application”means the Optimum Retailing Application or the Realgram Application, as applicable.

“Authorized Payment Method” means a current, valid payment method accepted by Unefi, as may be updated from time to time and which may include payment through your account with a third party.

“Authorized User” means a third-party vendor of products or services engaged by You for the purpose of the supply of products and/or services to You in connection with their merchandising and retail activities.

“Background Knowledge” means general skills, know-how, expertise, professional experience, and generic information of general application that are neither unique nor specific to You (including underlying concepts and ideas, knowledge, techniques, skills, methods, and know-how).

“Billing Period” means the period for which You agree to pay Fees under the Order Form.

“Business Day” means any day except Saturday, Sunday, or one of the following designated days: New Year’s Day; Good Friday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Christmas Day; and Boxing Day.

“Confidential Information” means any and all data or information including specifications, documents, correspondence, research, software, web logs, trade secrets, inventions and discoveries whether or not patentable, ideas, know-how, designs, drawings, prototypes, software, algorithms, databases, product information, technical information and all information concerning the operations, affairs and businesses of a party, the financial affairs of a party and the relations of a party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures, and marketing plans), and any such information of customers, affiliates, or representatives of a party, which is disclosed by such party (the “Disclosing Party”), in connection with the Agreement and whether directly in oral or material form to the other party (the “Receiving Party”), or indirectly, by permitting the Receiving Party to observe the conduct of the Disclosing Party’s various operations, processes, or facilities. Confidential Information includes: (a) all knowledge, data and information, whether in written, oral, or in other form, which is not generally known to the public and that has been disclosed or made available by one party, directly or indirectly, to the other party in connection with the Agreement; (b) Unefi Property; and (c) Customer Data.

“Emergency Support Hours” means 24 x 7, 365 days per year outside of the Regular Support Hours.

“Hosting Provider” means the third-party hosting provider which makes available to Unefi servers on which to host the Services and provides to Unefi certain other hosting services, which initially shall be Amazon Web Services (“AWS”).

“Intellectual Property Rights” means any right that is or may be granted or recognized under any Canadian, United States, or foreign legislation regarding inventions, whether patentable or not, patents, copyrights, neighbouring rights, moral rights, trademarks, trade names, service marks, industrial designs, utility model, mask work, integrated circuit topography, privacy, publicity, celebrity and personality rights, and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application, renewal, continuing application or revival for any of the foregoing.

“New Version” means a new version of the Application released by Unefi from time to time to provide improvements, enhancements and/or features to the existing operational or functional capabilities of the Application, and for greater certainty, a New Version does not include a Customization.

“Order” or “Order Form” means the document entitled “Order Form” which specifies the Services being purchased by You and/or the online subscription process by which You agree to subscribe to the Services.

“Period of Scheduled Maintenance” means: (i) each Monday from 3:00 a.m. to 6:00 a.m. (Eastern Time) or such other time as Unefi or the Hosting Provider may determine, provided that Unefi shall provide You with no less than 24 hours prior notice unless the Hosting Provider has provided less notice to Unefi; and (ii) when access to the servers on which the Service is hosted is temporarily suspended by the Hosting Provider for technical reasons or to maintain the network, the hardware or any other facilities, or when access to the servers on which the Service is hosted is suspended by the Hosting Provider to prevent the improper or unlawful use of the Hosting Provider’s services or equipment.

“Regular Support Hours” means 9:00 a.m. to 5:00 p.m. (Eastern Time) during any Business Day.

“Service Hours” means 24 hours per day, seven days per week, 365 days per year during the Subscription Term other than during any Period of Scheduled Maintenance or as otherwise provided for herein.

“Subscription Fee” or “Subscription Fees” means fees payable to Unefi for the Services.

“Subscription Term” means, collectively, the initial term of your subscription to the applicable Service (the “Initial Term”), and each subsequent renewal period (if any) (each a “Renewal Term”). Your “Current Term” is your then-current committed period of the Service, as either an Initial Term or Renewal Term.

“Unefi Property” means: any methods, concepts, inventions (whether patentable or not), discoveries, systems, software, processes, techniques, methodologies, concepts, know-how, data, databases, tools, templates, technology, documentation, specifications, designs, or any other information, data or materials, and any expressions of the foregoing, either developed by, owned by, or licensed to Unefi prior to the provision of the Services or developed or created by Unefi in the course of the provision of the Services, inclusive of all proposals and materials provided to You by Unefi in connection with the Services; (b) all improvements, enhancements, or derivatives to the items described in (a) that are developed by Unefi for the purposes of providing the Services; and (c) any deliverables under the Services.

“Users” means You, your employees, representatives, consultants, contractors, or agents who are authorized to use the Services for your benefit and have unique user identifications and passwords for the Services.

“You”, “your”, “Customer”, or “Company” means the person, entity, business, or organization entering into the Agreement with Unefi.

“Your Data”, “Customer Data”, or “Company Data”means all data supplied or provided by, imported or uploaded to, or generated by, or otherwise made available to Unefi by You in connection with Unefi’s provision of the Agreement.

“Your Systems”, “Customer Systems”, or “Company Systems” means all hardware, software, systems, other equipment, technology, intellectual property, and similar items provided or otherwise made available to Unefi by You in connection with Unefi’s performance of the Agreement.

2 – USE OF SERVICES

Access. During the Subscription Term, Unefi will provide Users access to use the Services as described in the Agreement and any applicable Order Form. You must ensure that all access, use, and receipt by Users is subject to and in compliance with the Agreement. You will notify Unefi promptly of any unauthorized use of Users’ identifications and passwords or your account by emailing support@unefi.com with details of the unauthorized access, including, at a minimum, the applicable Users’ account identification and details surrounding the discovery of the unauthorized access.

Permitted Use. You may use and access the Services solely in connection with your retail merchandising activities in the jurisdiction specified in the applicable Order Form, and access and view the materials prepared by You and your Users using the Services. Permitted Use also includes the right to use any documentation provided by Unefi as is reasonably necessary to use the Service solely in connection with your retail merchandising activities in the jurisdiction specified in the applicable Order Form.

No Disruption. You agree not to:

  1. use the Services in a way that impacts the normal operation, privacy, integrity or security of another’s property.  Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;
  2. use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser (also for example, scraping, or harvesting);
  3. use the Services in any manner that damages, disables, overburdens, or impairs any of our websites, software, software services, or interferes with any other party’s use of the Services;
  4. attempt to gain unauthorized access to the Services;
  5. access the Services using another User’s unique login credentials, including reusing or sharing unique login credentials among multiple users;
  6. access the Services other than through our interface; or
  7. use the Services to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless You have the appropriate express prior consent to do so.

Examples of prohibited actions include (without limitation) hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware, or other such file or program. 

These restrictions apply regardless of your intent and whether or not You act intentionally or unintentionally.

Proper Usage. You shall not (directly or indirectly) use the Services with content, or in a manner that:

  1. is threatening, abusive, harassing, stalking, or defamatory;
  2. is deceptive, false, misleading, or fraudulent;
  3. is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
  4. contains vulgar, obscene, indecent, or unlawful material;
  5. infringes a third party’s Intellectual Property Right(s);
  6. publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless You have all necessary rights and consents to do so;
  7. uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
  8. downloads any file that You know, or reasonably should know, cannot be legally distributed in that way;
  9. falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
  10. restricts or inhibits any other user of the Services from using and enjoying the Services;
  11. harvests or otherwise collects information about others, including e-mail addresses, without their consent;
  12. violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
  13. is legally actionable between private parties;
  14. is not a good faith use of the Services;
  15. is in violation of any applicable local, provincial, state, national, or international law or regulation, including all export laws and regulations;
  16. encourages, promotes, facilitates, or instructs others to engage in illegal activity; and/or
  17. promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.

Organizations or individuals who promote, encourage, or facilitate hate speech, violence, discrimination, either through their own content or through distribution of user generated content, are prohibited from using the Services, regardless of whether the Services are used specifically for the prohibited activities. Violation of these standards may result in termination of You and your Users’ use of the Services.

You are responsible for moderating User generated content or User activity on your platform or service. User generated content that violates these standards may result in termination of your use of the Services.

You will use the Services for your retail merchandising purposes and will not: (i) willfully tamper with the security of the Services or tamper with our customer accounts; (ii) access data on the Services not intended for you; (iii) log into a server or account on the Services that You are not authorized to access; (iv) attempt to probe, scan, or test the vulnerability of any Services or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Services unusable; (vi) lease, distribute, license, sell, or otherwise commercially exploit the Services or make the Services available to a third party other than as contemplated in your subscription to the Services; (vii) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Services without our prior written consent.

Modifications. We modify the Services from time to time, including by adding or deleting features and functions in an effort to improve your experience.

Prohibited and Unauthorized Use. You will not use the Services in any way that violates the terms of the Agreement or for any purpose or in any manner that is unlawful or prohibited by the Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us); or (iii) remove any proprietary notices or labels.

3 – CONFIDENTIALITY

Use. You and Unefi shall each: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by Unefi to provide some or all elements of the Services); and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.  

Ownership. Except as otherwise expressly set forth in the Agreement, all Confidential Information belonging to a Disclosing Party shall remain the exclusive property of that Disclosing Party and its Affiliates, subcontractors, agents, employees, or independent contractors that disclosed it. 

Permitted Disclosure. A party may disclose the Confidential Information of the other party if it can demonstrate, through reliable evidence that such information: (a) is now, or hereafter becomes, through no act or omission on the part of the Receiving Party, publicly known or available; (b) is hereafter furnished to the Receiving Party by a third party, having a right to disseminate the information without restriction on disclosure; (c) is independently developed by the Receiving party without use of any Confidential Information of the other or is known to the Receiving Party without restrictions on disclosure at the time of receiving such information as evidenced by its records; (d) is the subject of a written permission to disclose provided by the Disclosing Party; (e) is required to be disclosed by law, provided, however, that the Receiving Party (i) gives the Disclosing Party prompt written notice of such requirement prior to such disclosure, (ii) provides assistance in obtaining an order protecting Confidential Information from disclosure, and (iii) discloses information only to the extent required by law; or (f) is otherwise necessary to establish rights or enforce obligations under the Agreement but only to the extent that any such disclosure is necessary. 

4 – INTELLECTUAL PROPERTY

Unefi Property. Unefi shall retain ownership of all rights, including Intellectual Property Rights, in Unefi Property. Neither the execution of the Agreement nor the furnishing of any Confidential Information by Unefi shall be construed as granting to You, by implication or otherwise, any interest, license, or right with respect to Unefi Property, including, without limitation, any Intellectual Property Rights therein owned or controlled by Unefi. You shall not apply for any Intellectual Property Rights with respect to Unefi Property or any subject matter derived from Unefi Property, except as otherwise expressly provided for or authorized in writing by Unefi.

Ownership. The Agreement is for access to and use of the Services, and You are not granted a license to any software or Unefi Property by the Agreement. You acknowledge that Unefi and its licensors shall remain the sole and exclusive owners of all right, title and interest in and to Unefi Property, including all copyright, trademarks, patents, trade secrets and all other Intellectual Property Rights or any other proprietary rights therein. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Services in whole or in part, by any means, except as expressly authorized in writing by Unefi.

Assignment of Intellectual Property Rights. You hereby assign all rights, title, and interest whatsoever, including any and all Intellectual Property Rights and other proprietary rights therein, in and to Unefi Property and Unefi’s technology (inclusive of all inventions, designs, enhancements, changes, feedback, modifications, and improvements made or developed during discussions between You and Unefi or any of their agents or employees, or made or developed by You or any of Your agents or employees as a result of access to the Unefi Property, regardless of whether such technology was made or developed before or after You begin using the Services) and/or Unefi’s business plans to Unefi and You agree that any such rights are, and shall be, owned solely and exclusively by Unefi.

Residual Knowledge. You acknowledge and agree that: (a) Unefi and its licensors have certain knowledge, skills, and expertise which forms an integral and continuing part of their businesses; and (b) in the process of performing services for You hereunder and services for others, Unefi and its licensors have developed, and will continue to develop Background Knowledge. Subject to Unefi’s obligations of confidentiality hereunder, You agree that nothing in the Agreement shall limit, restrict or otherwise prevent Unefi and/or its licensors from using any Background Knowledge (including any Background Knowledge that they acquire in connection with the Agreement), including to provide services to any other person.

Feedback. You acknowledge and agree that any communications or materials sent or transmitted to Unefi by any means of communication, including without limitation mail, email, telephone, or otherwise, sending or recommending changes to any Services or Unefi Property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential and non-proprietary to You. By providing Feedback to Unefi, You hereby assign all right, title, interest in any ideas, know-how, concepts, techniques, inventive content, or other Intellectual Property Right contained in the Feedback to Unefi and grant Unefi a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, publish, and build on those ideas, materials, and any inventive content for any purpose, without compensation to You.

5 – YOUR DATA

Ownership of Your Data. You own and retain all rights to Your Data. The Agreement does not grant Unefi any ownership rights to Your Data. You grant permission to Unefi and Unefi’s licensors to use Your Data only as necessary to provide the Services and as otherwise permitted by the Agreement. If You are using the Services on behalf of another party, then You represent and warrant that You have all sufficient and necessary rights and permissions to do so. Subject to the limited licenses granted herein, all right, title and interest whatsoever, in and to Your Data including all Intellectual Property Rights and other proprietary rights therein is, and shall be, owned solely and exclusively by You and/or your third party licensors.

Nature of Your Data.Company acknowledges that Company shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. The Subscription Service does not require that Unefi have access to or store or process or use any personal information and Company agrees that Company shall not provide any personal information to Unefi pursuant to or in any connection with the Agreement.

Privacy Policy. Please refer to our Privacy Policy found at https://optimumretailing.com/privacy-policy/ for information about how we collect, use, and share information about you.

6 – Limitation of LIABILITY

Performance Warranty.

  1. We warrant that: (i) the Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Services. 

Disclaimer of Warranties. EXCEPT AS SET FORTH IN “PERFORMANCE WARRANTY” IN THIS SECTION 6 OF THE TERMS OF USE, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR DATA SYNCED TO OR MADE AVAILABLE FROM THE SERVICES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No Indirect Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,  INCLUDING IN THE CASE OF UNEFI WITH RESPECT TO LOSS OF OR DAMAGE TO YOUR DATA, LOST PROFITS OR SAVINGS, OR BUSINESS INTERRUPTION OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY THE OTHER PARTY HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability. UNEFI’S TOTAL LIABILITY AND OBLIGATION TO YOU, IN THE AGGREGATE, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED AND SHALL NOT EXCEED AN AMOUNT THAT IS EQUIVALENT TO THE FEES PAID BY YOU UNDER THE AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY IN RESPECT OF ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE OR OTHERWISE) AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THE AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS SECTION 6 OF THE TERMS OF USE ARE REASONABLE BASED UPON THE COMMERCIAL CIRCUMSTANCES, AND THAT UNEFI WOULD NOT HAVE ENTERED INTO THE AGREEMENT BUT FOR THE LIMITATIONS CONTAINED HEREIN. You agree to not bring a legal action, regardless of form, for any claim arising under the Agreement more than two (2) years after the cause of action arose, and upon the expiration of such time limit, any such claim and all respective rights related to the claim shall lapse.

Third Party Products. UNEFI AND UNEFI’S AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO ANY THIRD PARTY PRODUCT THAT YOU USE. UNEFI’S LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THE AGREEMENT.

7 – INDEMNIFICATION

You agree to indemnify, hold harmless, and, upon Unefi’s request, defend Unefi and its affiliates and their respective directors, officers, employees, shareholders, and agents from and against all third party claims, actions and demands, and all resulting liabilities, damages, and losses of any type, expenses (including reasonable legal fees), settlements, or judgments suffered or incurred by such parties and that result from or arise out of:

  1. unauthorized or illegal use of the Services by You, your Affiliates, or your Users;
  2. your, your Affiliates’, or your Users’ noncompliance with or breach of the Agreement;
  3. the wilful misconduct of You, your Affiliates, or your Users in performing obligations or exercising its rights under the Agreement;
  4. access or use of the Services by You, your Affiliates, or your Users (but exclusive of any claim or action to the extent attributable to Unefi);
  5. your, your Affiliates’, or your Users’ use of third party products;
  6. unauthorized use of the Services by any other person using your Users’ information; or
  7. Unefi’s authorized access to and use of any of Your Data (including your own failure to comply with all applicable laws, including any applicable data protection laws), in the performance of its obligations hereunder.

The foregoing indemnity shall survive any termination or expiration of the Agreement. 

8 – PUBLICITY

You grant us the right to add your name and/or company logo to our customer list and website.

9 – LANGUAGE

It is the express wish of the parties that the Agreement be drawn up in English. You hereby waive any right to use and rely upon any other language. 

10 – ASSIGNMENT AND DELEGATION

The Agreement shall be binding upon You and shall enure to the benefit of and be enforceable by You, your respective successors, and permitted assigns. You may not assign all or any part of the Agreement without Unefi’s prior written consent, which consent will not be unreasonably withheld. Unefi may assign all or any part of the Agreement without your prior consent. Notwithstanding the foregoing, either party may assign the Agreement in its entirety without the consent of the other party: (a) in connection with a merger, acquisition, corporate reorganization, amalgamation, or sale of all or substantially all of its assets or business unit to which the Agreement relates; and (b) to an Affiliate, so long as, in either case, the assignee agrees to be bound by all of the terms of the Agreement.

11 – INDEPENDENT CONTRACTORS

It is expressly understood and agreed that You and Unefi shall be acting as independent contractors in performing the obligations under the Agreement and shall not be considered or deemed to be an agent, employee, joint venturer, or partner of the other party. Neither party by virtue of the Agreement shall have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking binding the other party. Each party hereby covenants to pay, at its expense, and agrees to indemnify the other against, all income taxes, unemployment insurance premiums, federal pension plan premiums, workers’ compensation contributions, and all other taxes, charges, and contributions which competent government authorities levy or require to be paid on behalf of its personnel. 

12 – EXCLUSIVITY

The relationship hereunder is non-exclusive. Nothing in the Agreement shall prevent Unefi from providing any services to any other person nor shall it prevent You from procuring services or software similar to the Services from another person. 

13 – COMPLIANCE WITH LAWS

Each party agrees to fully comply with all laws (including applicable import and export compliance laws) applicable to their respective obligations pursuant to the Agreement. You agree that You are solely responsible to ensure that the access to, and use of, the Services by You, your Affiliates, or your Users, is in full compliance with all applicable laws. 

14 – WAIVER

No delay or omission by a party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. 

15 – SEVERABILITY

If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law. 

16 – NO THIRD-PARTY BENEFICIARIES

The Agreement is solely for the benefit of the parties hereto, and nothing in the Agreement will be deemed to create any third party beneficiary rights in any person or entity not a party to the Agreement. 

17 – SURVIVAL

The following sections will survive the expiration or termination of the Agreement:

18 – FORCE MAJEURE

No party shall be liable or responsible for any act of God, nature, or man or other act, circumstance, event, impediment, or occurrence beyond the control of such party (each a “Force Majeure Event”), including without limitation acts of God, acts of civil or military authorities, acts, regulations, or laws of any government, insurrection, uprising, or acts of civil violence, acts of domestic or international terrorism, fire, explosion, strikes, lockouts, or labour disruptions however arising, power surges or outages, Internet or telecommunications outages lasting more than three (3) days, unscheduled bank closure or bank failure, epidemics, pandemics, and/or public health emergencies identified by public health officials as affecting any relevant location (including, without limitation, the pandemic known as coronavirus, COVID-19, or SARS-CoV-2), flood, tsunami, earthquakes, tornado, hurricane or tropical storm or other similarly classified storm, riot, or war. Upon prompt notice to the other party/parties of such Force Majeure Event and/or particular effects thereof, using commercially reasonable efforts, the party affected by any Force Majeure Event will be excused from performance hereunder, and will not be in breach of or in default under the Agreement for any delay or failure in its performance, to the extent and for so long as its performance hereunder is prevented or restricted by a Force Majeure Event, and the other party will likewise be excused from performance of its obligations hereunder relating to such delayed or failed performance to the same extent and for the same duration. However, no Force Majeure will be cause for or excuse any delay in performing non-affected obligations (including payment for Services in accordance with the Agreement). If You are unable to perform due to any such delay, Unefi shall not be liable for any breach of the Agreement by Unefi to the extent of your non-performance. 

19 – DISPUTE RESOLUTION

In the Agreement, “Dispute” means any dispute, controversy, or claim between the parties as to the interpretation, application or administration of the Agreement (including any associated Order Form) or any failure to agree where agreement between the parties is called for. Any Dispute, whether arising before or after termination or completion of the Agreement will be settled in accordance with the following provisions: 

  1. Disputes that the parties are unable to resolve in the normal course of performing the Agreement shall be resolved in accordance with the following procedure.
  2. Either party may raise a dispute by sending a written notice of the Dispute to the other party. A notice will outline, in reasonable detail, the nature of the Dispute. In the case of Unefi, a notice of dispute shall be sent to its President and in your case, to your address as provided in Unefi’s account for You (the “Representatives”). Unefi may give electronic notices by general notice via the Services and may give electronic notices specific to You by email to your e-mail address(es) on record in Unefi’s account information for You. You must keep all of your account information current.
  3. The Representatives will meet promptly (in person or by telephone) to discuss and shall use good faith efforts to attempt to resolve the Dispute. Each party shall bear their own costs and expenses in their respective efforts to resolve the Dispute. No Dispute shall be considered resolved until both parties have agreed to the resolution in writing. 
  4. To the extent not prohibited by applicable law, the parties agree that written or oral statements or offers of settlement made in the course of the parties’ efforts to settle a Dispute pursuant to this procedure will: (i) be Confidential Information; (ii) be on a without prejudice basis and will not be offered into evidence, disclosed, or used for any purpose other than resolving the Dispute; and (iii) not constitute an admission or waiver of rights. The parties will promptly return to the other, upon request, any such written statements or offers of settlement, including all copies thereof. 
  5. If the parties’ Representatives cannot resolve any such Dispute within sixty (60) days of the date of the original notice of Dispute, either party shall be free to pursue whatever rights it may have at law, in equity, or otherwise. 
  6. Nothing contained in this Section 19 (Dispute Resolution) of the Terms of Use shall deny either party the right to seek, at any time, injunctive, or other equitable relief from a court of competent jurisdiction. 

20 – JURISDICTION

The Agreement shall be exclusively governed by, construed, and interpreted in accordance with the laws of the Province of Ontario. Canada. For the purpose of all legal proceedings, the Agreement shall be deemed to have been performed in the Province of Ontario, Canada, and the parties hereto expressly confirm that the law of the Province of Ontario is the proper law. The parties hereto irrevocably attorn to the exclusive jurisdiction of the Courts of the City of Toronto in the Province of Ontario in respect of all matters and disputes arising hereunder.