Terms and Conditions
Subscription Terms and Conditions
Streamline Landlord Services
These Subscription Terms and Conditions (the “Agreement”) constitute a legal agreement and are entered into by and between you (the “Client”) and Streamline Landlord Services Inc. (“SLS”). This Agreement, together with any documents and/or additional terms it expressly incorporate by reference, governs your access and use of the Services.
By accessing or using the Services, Client agrees to be bound by this Agreement and our Privacy Policy, incorporated herein by reference.
The capitalized terms used in this Agreement have the following meaning:
“Access Credentials” means any user name, identification number, password, licence or security key, security token, personal identification number (PIN) or other security code, method, technology, or device used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Authorized User” means each of Client’s employees or subcontractors, authorized to use the Services, as selected by Client, if any.
“Aggregate Data” means Client Data in respect of which all identifiers have been removed, or which has been aggregated with other data, such that the data cannot identify the Client, the Authorized Users, or any other person.
“Client Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Client or an Authorized User by or through the Services, including any such content collected from a third-party application programming interface (API) on Client’s behalf. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User.
“Client Systems” means Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services.
“Documentation” means all documents, and other information related to the Services and Provider Materials that SLS makes available to the Client in any form or medium.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, trojan horse, worm, backdoor, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system, or network; or (ii) application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Client or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement.
“IP Rights” means any and all of the following in any jurisdiction throughout the world, whether registered, pending registration or not registered: (a) trademarks, and the goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, (c) trade secrets and confidential know-how, (d) patents and industrial designs, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Liability” or “Liabilities” means all losses, damages, fines, costs, liabilities, and expenses (including the reasonable fees, costs and expenses of attorneys and other professional and court costs), based on any civil, criminal, statutory or regulatory claims of liability.
“Provider Materials” means the Services, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software, and other technologies, and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by SLS or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data, and any information, data, or other content derived from SLS’ monitoring of Client’s access to or use of the Services, but do not include Client Data.
“Provider Systems” means the information technology infrastructure used by or on behalf of SLS in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by SLS or through the use of third-party services.
“Representatives” means, with respect to a Party, that Party and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, legal advisors, and any other authorized representative.
“Resultant Data” means data and information related to Client’s use of the Services that is used by SLS in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Reverse Engineering” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including “cable sniffing” or “black box” reverse engineering) or any method or process of obtaining or converting any information, data, or software from one form into a human readable form.
“Services” means the provision, by SLS, of the services offered through its platforms, and of the ancillary support services, as described in Section 2.
Access and Use. Subject to and conditioned on Client’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, SLS grants Client and its Authorized Users the right to access and use the Services for the duration of this Agreement.
Support Services. SLS shall provide Client with support pertaining to the access and use of the Services, in accordance with the terms set forth in Schedule A of this Agreement.
Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties:
SLS has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and
Client has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Client Systems, and sole responsibility for all access to and use of the Provider Materials by any person by or through the Client Systems or any other means controlled by Client or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or SLS; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.
Changes. SLS reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of SLS’ services to its customers, (ii) the competitive strength of or market for SLS’ services, or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable law.
Maintenance. SLS may take the Services offline for scheduled maintenances. SLS may also take the Services offline for critical system maintenance. SLS shall use reasonable efforts to advise Client as soon as possible about such takedown but may nonetheless proceed with the system maintenance before advising Client.
Integrations. The Services support integrations with various third party owned and operated websites, advertisements, promotion, and services which have their own terms of service (the “Integrations”). Client’s and Authorized Users’ engagement with such Integrations, and any purchase of products or services from third parties is at Client’s own risk. SLS does not endorse and is not responsible or liable for the availability or accuracy of such third-party services, or the content, products, services or results available from such Integrations. Client and its Authorized Users agree to indemnify, defend, and hold harmless SLS and its Representatives from any Liability arising out of their use of any Integration.
Restrictions. Client shall not, and shall not permit any other person to:
copy, modify, or create derivative works or improvements of the Services or Provider Materials;
rent, lease, lend, sell, sublicence, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
Reverse Engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
bypass or breach any security device, or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of their own then-valid Access Credentials;
input, upload, transmit, or otherwise provide to or through the Services or Provider Systems any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or SLS’ provision of services to any third party, in whole or in part;
remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party, or that violates any applicable law;
access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product, or any other purpose that is to SLS’ detriment or commercial disadvantage; or
otherwise access or use the Services or Provider Materials in contravention of applicable laws and regulations, or for unlawful purposes.
Unauthorized Access. Client shall take reasonable steps to prevent unauthorized access to and use of the Services, including by protecting Access Credentials. Client shall notify SLS promptly after confirming that an activity prohibited by Section 3.1, including an unauthorized use of the Services or a breach of its security occurred.
Material Breach. Client understands and agrees that any breach of the requirements of Sections 3.1 and 3.2, including by Authorized Users, shall be considered a material breach with respect to Section 8.8.
Information Security Obligations. SLS will employ security measures in accordance with applicable law, and SLS’ data privacy and security policy as amended from time to time.
Data Breach Procedures. SLS maintains a data breach plan in accordance with all applicable laws and shall implement the procedures required under such data breach plan on the occurrence of a data breach.
Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (c) Client Systems; (d) the security and use of Access Credentials of Client and its Authorized Users; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Client Systems or its or its Authorized Users’ Access Credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
Access and Security. Client shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for processing by the Services.
Use of Client Data. Unless it receives Client’s prior written consent, SLS shall not access, process, or otherwise use the Client Data other than as necessary to perform the Services and maintain or enhance the performance and functionalities of the Provider Materials. SLS shall not intentionally grant any third-party access to Client Data, except subcontractors, investors or advisors that are bound by reasonable confidentiality provisions.
Risk of Exposure. Client acknowledges and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, Client assumes such risks. Notwithstanding anything to the contrary in this Agreement, SLS offers no representation, warranty or guarantee that the Client Data will not be exposed or disclosed through errors or actions of third parties.
Accuracy and Suitability. SLS shall not be responsible or liable for the inaccuracy or incompleteness of the Client Data, nor for unlawful use of the Client Data by Client. Moreover, Client shall be solely responsible for ensuring that the Client Data transmitted or made available to SLS or its Representatives, whether or not gathered, created, processed or used in connection with the Services, or collected from a third-party through the integrations API is suitable for the purposes for which it is being transmitted or made available, including with respect to applicable law and Client’s internal policies and obligations towards third parties.
Aggregate Data. Notwithstanding anything to the contrary in this Agreement, SLS may (i) compile statistical information related to the performance of the Client Materials in order to improve it and notably train any artificial intelligence model; (ii) compile Client Data in relation to the use of the Services but only if such information is aggregated to become Aggregate Data; and (iii) use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion.
Confidential Information. In connection with this Agreement, each Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) Confidential Information, and therefore, each party undertakes to keep confidential the Confidential Information in accordance with the terms hereof.
Definition. For the purpose of this Agreement, “Confidential Information” shall mean any information of the Disclosing Party that is not available to the public and that, if disclosed, would likely result in harm to the Disclosing Party or would likely give the person to whom it is disclosed an advantage, whether such information is disclosed or made available to the Receiving party or its Representatives orally or disclosed, stored or accessed in written, electronic or other form or media, before or after the term of this Agreement, and whether or not marked, designated or otherwise identified as “confidential”, as well as any information derived, summarized, or extracted from, based on, or relating, to any of the foregoing. Confidential Information does not include information that:
was rightfully known to Receiving Party without restriction on use or disclosure before such information’s being disclosed or made available to Receiving Party in connection with this Agreement;
was or becomes generally known by the public other than by Receiving Party’s or any of its Representatives’ non-compliance with this Agreement;
was or is received by Receiving Party on a non-confidential basis from a third party that, to Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality;or
was or is independently developed by Receiving Party without reference to or use of any Confidential Information.
Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, Receiving Party shall:
not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement. Without limiting the foregoing, the Receiving Party will not use or modify any Confidential Information in order to create or conceive another product, technology, or information. The Receiving Party will not use any Confidential Information to compete against the Disclosing Party or in any manner which might be detrimental to the Disclosing Party, and will not allow any third party to do any of the foregoing;
except as may be permitted under the terms and conditions of Section 6.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and Receiving Party’s obligations under this Section 6; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6;
safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and, in no event, less than a reasonable degree of care; and
ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 6.
Liability. The Receiving Party shall be directly responsible towards the Disclosing Party for any loss or damage caused by the breach of any obligation set forth herein by the Receiving Party or its Representatives. The Receiving Party recognizes that its neglect in respecting this Agreement could cause serious and irreparable harm to the Disclosing Party. Consequently, the Receiving Party agrees that a claim in pecuniary damages may not constitute a suitable recourse in case of violation of this Agreement, that the Disclosing Party has a right to injunctive relief or specific performance in any case of violation and that such recourses are not exclusive and add to any other recourse available to the Disclosing Party.
Compelled Disclosures. If Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by applicable law, Receiving Party shall: (a) promptly, and before such disclosure, notify Disclosing Party in writing of such requirement so that Disclosing Party can seek an injunction, protective order, or other remedy or waive its rights under Section 6.3; and (b) provide reasonable assistance to Disclosing Party, at Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking an injunction, protective order, or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 6.5, Receiving Party remains required by law to disclose any Confidential Information, Receiving Party shall disclose only that portion of the Confidential Information that Receiving Party is legally required to disclose.
Trade Secrets. Notwithstanding any other provision of this Agreement, Receiving Party’s obligations under this Section 6 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of Receiving Party or any of its Representatives.
Return of the Confidential Information. The Receiving Party undertakes to return to the Disclosing Party or to destroy upon request and at the sole discretion of the Disclosing Party, within ten (10) days of a written notice to that effect, all documents or other forms of support representing or constituting the Confidential Information received and collected under this Agreement, and this without saving any copies of said Confidential Information. The Receiving Party also undertakes to join with such returned Confidential Information a sworn statement confirming that said Confidential Information constitutes all the information received and collected under the present Agreement. Notwithstanding the foregoing, the Receiving Party may retain copies of the Disclosing Party’s Confidential Information (i) as may be required to comply with applicable law, or (ii) that is maintained as archive copies of the Receiving Party’s disaster recovery or IT backup systems. Such copies will be destroyed upon the normal expiration of the Receiving Party’s backup files.
Intellectual Property Rights. SLS shall retain all interest in and to the Provider Materials, including any modifications, improvements, upgrades, derivative works, and all other IP Rights in connection thereof, including SLS’ name, logos and trademarks reproduced through the Provider Materials, or any Feedback provided by the Client. Nothing in this Agreement grants any right, title, or interest in or to (including any licence under) any IP Rights in or relating to, the Services or Provider Materials, whether expressly, by implication, or otherwise.
Client Data. Neither SLS nor any third party has or will have and will not have, acquire, or claim any right, title, or interest in or to any Client Data. Client hereby grants to SLS: (i) a non-exclusive, royalty-free, worldwide right and licence to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for SLS to provide the Services (to the extent applicable) to Client; and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and licence to reproduce, distribute, modify, and otherwise use and display the Client Data incorporated within the Aggregated Data.
Client’s Trademarks. Client hereby grants SLS a non-exclusive, non-transferable, worldwide, royalty-free, and fully paid-up right and licence, but no obligation, to use, reproduce, distribute, display, and exhibit Client’s trademarks, logos and corporate name (collectively, the “Client’s Trademarks”) in connection with the Services (to the extent applicable). SLS shall comply with all reasonable brand and trademark guidelines and requirements of which it has notice relating to the use of Client’s Trademarks as the Client, from time to time, may institute in its reasonable judgment; provided however that no inadvertent failure to comply with such guidelines and requirements shall be deemed a material breach of this Agreement.
Billing Cycle. The Services are provided on a subscription basis, for periods of either one (1) month or twelve (12) months (the “Billing Cycle”). Clients will be charged periodically at the start of each Billing Cycle, accordingly to the Services requested. Prices for the Services may be found in our Plans & Pricing page.
Renewal. This Agreement will be renewed automatically at the end of each Billing Cycle, unless previously terminated by either party. SLS may amend the price for its Services between each Billing Cycle. Client shall pay the then-current standard fees that SLS charges for the Services.
Payment. Client shall pay the Service fees by credit card or other method of payment made available by SLS from time to time. All payments will be charged in Canadian Dollars.
No Refunds. Client understands and accepts that SLS does not offer any refunds on the subscription to the Services.
Taxes. All Fees and other amounts payable by the Client under this Agreement are exclusive of sales taxes and similar assessments.
Late Payment. If Client fails to make any payment when due, then, in addition to all other remedies that may be available to SLS:
SLS may charge interest on the outstanding amounts at the rate of 1% per month, which is equivalent to 12.68% per year; and
Client shall reimburse SLS for all reasonable costs incurred by SLS in collecting any late payment of amounts due or related interest, including legal fees, disbursements, charges, and collection agency fees.
Termination for Material Breach. Each Party may terminate this Agreement with immediate effect by delivering notice of the termination to the other Party, if:
the other Party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its material obligations, undertakings, or representations under this Agreement; and
the failure, inaccuracy, or material breach continues, as determined by the injured Party, acting reasonably, for a period of thirty (30) business days after the injured Party delivers notice to the breaching Party reasonably detailing the breach.
No Termination for Convenience. Client acknowledges and agrees that it cannot unilaterally terminate the Agreement except for the reasons specifically provided for in this Section 8.
Surviving Terms. The provisions set forth in the following Sections, and any other right, obligation, or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1 (Definitions), Section 6 (Confidentiality), Section 7 (Intellectual Property), this Section 8.11, Section 9 (Representations and Warranties), Section 10 (Indemnification), Section 11 (Limitations of Liability), and Section 12 (Miscellaneous).
Mutual Warranties. Each Party warrants to the other Party that:
it is incorporated and validly existing as a corporation under the laws of the jurisdiction of its incorporation, where applicable;
it has the power and capacity to enter into and perform its obligations and grant the rights, licences, and authorizations it grants and is required to grant under this Agreement;
the execution of this Agreement by its representative has been duly authorized by all necessary corporate action of such Party; and
when executed and delivered by the Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
9.2. Client’s Additional Representations and Warranties. Client represents and warrants to SLS that:
it shall at all times comply with applicable laws and this Agreement (including any applicable privacy or data protection laws);
the Client Data does not infringe or misappropriate any rights of any third party;
it has obtained all necessary rights and consents necessary to grant SLS the rights granted hereunder, including disclosing and storing personal information through the Services; and
it, and its Authorized Users, possess and dutifully maintain any relevant licence or accreditation required in order to provide the real estate and real estate-adjacent services through, or with the assistance of, SLS’ platform and Services.
Third-Party. Client understands and agrees that SLS’ sole relationship is with its clients directly and is, in no circumstances, part of any agreement between two parties that use the Services, nor considered a landlord, broker, property manager, or similar stakeholder. Client shall indemnify and hold SLS harmless for the content or enforcement of any lease, rental transactions or other agreements entered into between Service users, or for any other interactions or matters between such users. Any dispute between a tenant and a landlord, or between any users of the Services, whether or not such dispute arise from the use of the Services, shall be resolved without SLS’ involvement.
Warranty Disclaimer. Except for the express limited warranties set forth in this Section 9, the Services, Provider Materials, and other products, information, materials, and services provided by SLS are provided “as is”. SLS hereby disclaims all conditions and warranties, whether express, implied, statutory, or other (including all conditions and warranties arising from course of dealing, usage, or trade practice), and specifically disclaims all implied conditions and warranties of merchantability, fitness for a particular purpose, title, and non-infringement. SLS makes warranty of any kind that the Services or the Provider Materials, or any other SLS or third-party goods, services, technologies, or materials, or any products or results of the use of any of them, will meet Client’s or other persons’ requirements, operate without interruption, achieve any intended result, will output data resulting from the processing of the Client input data with the Services that is without error or omission, be compatible, or work with any other goods, services, technologies, or materials except if and to the extent expressly set forth in the Documentation, or be secure, accurate, complete, free of Harmful Code, or error free.
Each Party (an “Indemnifying Party”) shall be liable and shall indemnify and hold harmless the other Party (the “Indemnified Party”) against any and all Liabilities imposed upon such Indemnified Party by any third party in the event and to the extent such Liabilities result from the breach of its obligations under the terms of the Agreement or the law, unless:
to the extent the Liabilities are caused by the fault of the Indemnified Party or any one of the persons or property which is under its authority or custody; or
to the extent the Liabilities are due to or arise from any material breach by the Indemnified Party of any of the provisions of the Agreement or of any legal obligations.
To receive the benefit of indemnification, the Indemnified Party must:
promptly notify the Indemnifying Party of a claim or suit; provided, that failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations except where, and solely to the extent that, such failure actually and materially prejudices the rights of the Indemnifying Party;
provide reasonable cooperation to the Indemnifying Party (at Indemnifying Party’s cost and expense); and
tender to the Indemnifying Party (and its insurer) full authority to defend or settle the claim or suit; provided that no settlement requiring any admission by the Indemnified Party or that imposes any obligation on the Indemnified Party shall be made without the Indemnified Party’s prior consent.
The Indemnifying Party has no obligation to indemnify any Indemnified Party in connection with any settlement made without the Indemnifying Party’s prior written consent. The Indemnified Party has the right to participate at its own expense in the claim or suit and in selecting counsel therefor.
Exclusion of Damages. In no event shall SLS be liable in connection with this Agreement for any damages other than those that were foreseen or foreseeable at the time the obligation was contracted and that are an immediate and direct consequence of non-performance by SLS. Without limiting the foregoing, the following damages are expressly excluded: (a) increased costs, diminution in value, or lost business, production, revenues, or profits, (b) loss of goodwill or reputation, (c) use, inability to use, loss, interruption, delay, or recovery of the Services or Provider Materials (d) loss, damage, corruption, or recovery of data, or breach of data or system security, (e) cost of replacement goods or services, (f) error or omission which may occur in output data resulting from the processing of the Client input data with the Services, or (g) consequential, incidental, indirect, special, aggravated, punitive, or exemplary damages, in each case regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
Cap on Monetary Liability. In no event will the aggregate liability of SLS arising out of this Agreement, exceed the total of the amounts paid to SLS under this Agreement in the 12-month period preceding the event giving rise to the claim.
Relationship Between the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.
Interpretation.
For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders.
Unless the context otherwise requires, references in this Agreement: (a) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices to, this Agreement; (b) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (c) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.
The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian dollars.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
Entire Agreement. This Agreement constitutes the sole and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, conditions, representations and warranties, both written and oral, with respect to such subject matter.
Assignment. Client shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without SLS’ prior written consent. Any purported assignment, delegation, or transfer in violation of this section is void. This Agreement is binding on and enures to the benefit of the Parties and their respective permitted successors and assigns.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Superior Force. A Party may free itself from its liability for injury caused to the other Party by proving that the injury results from superior force, which is an unforeseeable and irresistible event, including external causes with the same characteristics, also known as force majeure.
Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the province of Manitoba and Canada’s federal laws applicable therein, without regard to their conflict of law rules.
SCHEDULE A
SUPPORT SERVICES
Support Request. Client may send any request for assistance via the support form on the platform or via email at support@streamlinels.com
Availability. SLS support team is available Monday to Friday (except public holidays), from 9:00am to 5:00pm Central Time (GMT-6).
Information to be provided. Where SLS requests information (logs, procedure for reproducing the problem or any other relevant data), Client shall use its best efforts to provide such information.