Terms of Service

GENERAL TERMS AND CONDITIONS

Last Updated: April 15, 2026

These Terms of Service – General Terms and Conditions (these "Terms"), together with any applicable Transaction Documents, form the agreement between Techdinamics and Client regarding the use and provision of the Services.

By accessing the Services, Client agrees to be bound by these Terms and comply with these Terms. If Client does not agree to these Terms, it must not access the Services.

These Terms, together with any applicable Transaction Documents (together, the "Agreement") are the complete agreement between Client and Techdinamics regarding the Services and constitute the legal agreement between Client and Techdinamics for the use of the Services.

1. Definitions

In addition to terms defined elsewhere in these Terms, as used in these Terms (including the Appendixes hereto) and in any Transaction Document, the following terms have the following meanings:
"Affiliate" means any entity which Controls, is Controlled by, or is under common Control with, directly or indirectly, Client or Techdinamics.

"Agreement" means these Terms together with any applicable Transaction Documents.

"Authorized User" means Client's employees, consultants, contractors and agents (i) who are authorized by Client to access and use the Services and Content under the rights granted to Client pursuant to the Agreement; and (ii) for whom access to the Services and Content has been purchased.

"Business Day" means any day except a day that is a Saturday, a Sunday, a statutory holiday in the Province of Ontario, Canada, or any day on which banks are otherwise not open for business in the City of Toronto, Ontario, Canada.

"Client" means the Person accessing the Services in accordance with the Agreement.
"Content" means all Techdinamics' content, information, documents and materials, in any format, made available to Client pursuant to the use of the Services, including any Techdinamics' user manuals, handbooks, and guides relating to the Services.

"Control" (and the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Data Protection Law" means any domestic or international rule, regulation, or legislation that applies to data protection, privacy or Personal Information in respect of the Services. 

"Effective Date" means the date that is earlier of: (i) the date that Client first accesses the Services; and (ii) any date specified in a Transaction Document for the commencement of the Services.

"IP Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereinafter 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.

"Losses" means all claims, actions, proceeding, losses, liabilities, damages, judgments, settlements, awards, penalties, fines and all associated and reasonable costs and expenses.

"Parties" or "parties" means, collectively, Client and Techdinamics.

"Person" means any individual, corporation, partnership, unlimited liability company, government authority, unincorporated organization, trust, association or any other entity.

"Personal Information" means information about an identifiable individual and has the same meaning as set out in the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA").

"Services" means the products, solutions, services, software, deliverables and any work product that Techdinamics provides to Client, including those described in a Transaction Document.

"Subcontractor" means a third-party (other than Techdinamics) (i) to whom Techdinamics subcontracts the performance of any of the Services, or (ii) that is a Techdinamics authorized reseller (a "Reseller").

"Techdinamics" means Techdinamics Integrations Inc. and its Affiliated and subsidiary entities.

"Tech Platforms" means the following Techdinamics' proprietary products and platforms: techSHIP, techOMS and techTRACK.

"Terms" means these Terms of Service – General Terms and Conditions, as may be updated, amended or amended and restated from time to time.

"Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Techdinamics.

"Transaction Document" means any statement of work, contract, agreement, quote, proposal, support guide or agreement, letter agreement, data processing agreement, or similar document (in each case, as may be updated, amended or amended and restated from time to time) with respect to the Services that is (i) entered into between Client and Techdinamics, (ii) delivered by Techdinamics and accepted by Client, or (iii) where applicable, an End User Agreement. 

2. The Services

1. On the terms and subject to the conditions set out in the Agreement, during the Term, Techdinamics hereby grants to Client a limited, non-exclusive and non-transferable, right and license to use the Services and Content, solely by Authorized Users and for Client's own internal business purposes.
2. The Agreement shall be the only terms and conditions that apply to all Services and Content delivered to Client by Techdinamics. Any other terms and conditions proposed by Client, including those referenced in any Client purchase orders, are explicitly rejected and do not form part of any agreement between Client and Techdinamics.
3. Techdinamics agrees to: (i) perform the Services as set out in any applicable Transaction Document, and (ii) use commercially reasonable efforts to ensure that the Services conform to the specifications for the Services provided to Client.
4. If the Services include any Tech Platform, the additional terms set out in Appendix B apply.
5. If the Services include web hosting services, the additional terms set out in Appendix C apply.
6. If the Services include Client personnel acting as an administrator for Client to manage security and permissions for any Services (a "Client Administrator"), Client shall cause Client Administrator to comply with the Agreement and any specified control and security procedures mandated by Techdinamics from time to time, including to administer the distribution and use of all Services in accordance with the Agreement and to protect against any unauthorized access to and use of the Services. Any request to change a Client Administrator must be made to Techdinamics and must comply with Techdinamics' security processes and procedures for changing the Client Administrator then in effect.

3. Licensing

1. Techdinamics may, in its sole discretion, provide Client access to additional Content that customizes the Services for Client. Such customized Content and Services shall be owned exclusively by Techdinamics and shall be governed by the terms of the Agreement.
2. Nothing in the Agreement grants any right, title or interest in or to (including any license under) any IP Rights in or relating to the Services or Content, whether expressly, by implication, estoppel or otherwise. All rights in and to the Services and Content and the IP Rights of Techdinamics that are not expressly granted to Client in the Agreement are hereby reserved by Techdinamics and any of its licensors, as applicable.
3. Any and all modifications, revisions, translations, abridgements, rebuilds, expansions or other forms of replacement, rebuild, recast, transformation, improvement or adaption to the Services and Content shall be the sole property of Techdinamics
4. Client shall not: (i) license, sublicense, sell, resell, rent, lease, timeshare, transfer, assign, distribute, publish or otherwise commercially exploit or make available in any way, to any Person, the Services and any service or software or other materials or information included with the Services and Content; (ii) copy or make derivative works of, or otherwise modify, any Services or Content; (iii) create Internet "links" to any Services or Content or "frame" or "mirror" any Services or Content on any server or wireless or Internet-based device; or (iv) reverse engineer, disassemble, decompile, decode, adapt or access any Services or Content in order to (A) build a competitive product or service, (B) build a product using ideas, features, functions or graphics similar to any Services or Content, or (C) copy any ideas, features, functions, or graphics of the Services or Content. 

4. Client Responsibilities

1. Client shall provide Techdinamics' personnel and its Subcontractors full cooperation and timely access to all required Client personnel and systems in order for Techdinamics to perform the Services. Client is responsible and agrees to complete the timely review and response to all documents, requests and approvals required by Client from Techdinamics.
2. Techdinamics and its personnel and Subcontractors: (i) may, in performing the Services, rely upon any instructions or information provided by Client or any Persons designated in writing by Client authorized to provide instructions to Techdinamics or any Persons having the apparent authority to provide instructions on behalf of Client; and (ii) will incur no liability or obligation to Client or otherwise for such reliance. In addition, Techdinamics shall not be liable for any default or delay in performance of its obligations under the Agreement to the extent such default or delay is caused, directly or indirectly, by: (A) the failure of Client to comply with any of its obligations hereunder; or (B) any unavailability or work absence of the appropriate Client personnel.
3. All Content and other work product delivered in connection with the Services, shall be deemed to be accepted by Client if, within fifteen (15) days following delivery, Client has not provided to Techdinamics written notice identifying in reasonable detail any basis for not approving the Content or work product.
4. Client is responsible for all activities relating to Client's access and use of the Services and Content and for compliance with all applicable laws in using the Services, including, without limitation, those relating to data privacy, international communications, and the transmission of data and Personal Information.
5. Client agrees not to disclose or provide access to any Services or Content to any Person, except Authorized Users. Client agrees to only use the Services for the purposes permitted by these Terms. Without limiting the generality of the foregoing, Client agrees not to use any Services or Content or provide access to any Services or Content to any Person who competes with Techdinamics.
6. Client agrees to use its best efforts to ensure that all Authorized Users protect the Services and Content from unauthorized use and disclosure. Client shall notify Techdinamics in writing immediately of any unauthorized access or use of any Services and/or Content.
7. Client is responsible for obtaining and maintaining, at its sole expense, all of the hardware, software, and internet connectivity and bandwidth necessary and appropriate for Client to access and use the Services and Content. Client acknowledges that if Client fails to do so, Client's access to or ability to use the Services and Content may be negatively affected or non-existent.
8. Client shall not use any Services or Content in any way that infringes upon the intellectual property rights of any Person, including, without limitation, any third-party and/or Techdinamics.
9. Client shall maintain complete and accurate books and records relating to its use of the Services and its compliance with the Agreement. During the Term and for a period of two (2) years thereafter, upon Techdinamics' written request, Client shall allow Techdinamics or its authorized representative to inspect and make copies of such books and records; provided that, Techdinamics shall provide Client with at least ten (10) days prior advance notice of any planned inspection. Any such inspection shall take place during regular business hours and shall be carried out so as to not cause unreasonable disruption of Client's business.

5. Fees and Payment

1. As compensation for the Services hereunder, Client agrees to pay Techdinamics the fees set out in the applicable Transaction Document (the "Fees") on the dates and in accordance with the payment schedule set out in the applicable Transaction Document. All stated Fees are expressed and payable in United States of America Dollars, and are exclusive of all applicable taxes, duties and other governmental charges which shall be in addition to the Fees, except where explicitly stated otherwise in a Transaction Document.
2. Techdinamics reserves the right to revise the Fees set out in any Transaction Document if such Transaction Document is not accepted in writing by Client within thirty (30) days after the issuance of such Transaction Document by Techdinamics.
3. Client is responsible for all goods and services tax, sales tax, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any government authority on any amounts payable by Client under the Agreement (e.g., Canadian Goods and Services Tax/Harmonized Sales Tax), which amounts shall be in addition to the Fees. All income or other taxes that are required to be paid or withheld by Client in connection with the Services hereunder are the sole obligation of Client, and the Fees shall be paid in full in addition to any such other amounts.
4. Unless stated otherwise in a Transaction Document, Techdinamics shall submit invoices for the Fees on its regular invoice cycle to Client. Currently, for monthly subscriptions for the Services, this invoice cycle provides that Techdinamics will issue its first invoice for subscription within sixty (60) days from the Effective Date, with subsequent invoices for all Fees to be delivered within sixty (60) days of the last Invoice. Except for reimbursable expenses as set out in Section 5(g) below, invoices for monthly subscriptions for the Services will not include Fees relating to any period that is more than one hundred and twenty (120) days prior the invoice date.
5. Client agrees to remit payment in full for the Fees on each such invoice to Techdinamics within thirty (30) days after the issuing date of such invoice. Client will facilitate payments via credit card or pursuant to any other payment terms Techdinamics may request from time to time, including e-transfer or electronic funds transfer. Client shall provide and maintain a valid payment method acceptable to Techdinamics before the Services are first rendered. Techdinamics has the right to withhold implementation and not commence the delivery of the Services until a valid payment method for Client is in place with Techdinamics. The accepted payment method will be used solely to facilitate payment of Fees in accordance with the Agreement.
6. If Client fails to make any payment of any Fees when due, then, in addition to all other remedies which may be available to Techdinamics at law: (i) Techdinamics reserves the right to charge and collect a service fee on any unpaid, past-due amount equal to the lesser of (A) one-and-one-half percent (1.5%) per month; or (B) the highest interest rate legally permitted; (ii) Client shall reimburse Techdinamics for all reasonable collection expenses, including reasonable legal fees and court costs incurred in the collection of delinquent accounts payable; and (C) Techdinamics may immediately suspend the performance of the Services until all past-due amounts and any interest thereon are paid in full, without incurring any obligation or liability to Client or any other Person by reason of such suspension, and such suspension shall not be deemed a termination of the Agreement. If such failure to pay continues for fifteen (15) days following notice from Techdinamics of non-payment, then Techdinamics may terminate the Agreement and the Services.
7. Client agrees to reimburse Techdinamics for any of its out-of-pocket expenses incurred in carrying out the Services that Client has agreed to in writing. Such expenses may include, without limitation, mileage and out-of-town travel costs, such as airline tickets, meals, ground transportation and lodging.
8. All amounts payable to Techdinamics under the Agreement shall be paid by Client to Techdinamics in full without any set-off, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than credits issued by Techdinamics under Section 14 hereof) and without any deduction or withholding of tax as may be required by applicable law. If any such deduction or withholding is required, Client shall pay the stated amounts payable under the Agreement in full in addition to such deduction or withholding.
9. The Fees are subject to increase during any automatic renewal period of the Agreement, as provided in Section 6(c) below.

6. Term and Termination

1. (The Agreement shall commence on the Effective Date and will continue until terminated in accordance with these Terms or any express termination or expiration provision or date specified in a Transaction Document (the "Term").
2. For certainty, if Techdinamics begins performance of the Services or any part thereof prior to the Effective Date set out in any Transaction Document, the Effective Date shall be from such earlier performance. In such case, the Fees shall commence to the date of such earlier performance based on the actual hours of Techdinamics in providing the Services, expressed as total of the Fees set out in the Transaction Document, or, if such calculation cannot be made, based on Techdinamics listed fees for such Services.
3. Except as otherwise provided in any Transaction Document, either party may provide notice of its intention not to renew the Agreement beyond the initial stated expiration or termination date in the applicable Transaction Document or renewal period, so long as such notice is delivered at least thirty (30) days before the initial stated expiration or termination date in the applicable Transaction Document or end of renewal period. If such notice is not provided, the Agreement shall automatically renew for successive twelve (12) month periods. Upon the automatic renewal of the Agreement, the Fees for the next occurring twelve (12) month period will be based on Techdinamics then existing published pricing for the Services and Content. For certainty, if such notice is validly delivered, the Agreement shall remain in full force and effect until its expiry at the end of the then period. Notwithstanding the foregoing, if Client desires not to renew the Agreement pursuant to this subsection (c), all payment obligations by Client must be current at the time of delivery of a non-renewal notice in order for such notice to be valid and effective.
4. Techdinamics may, directly or indirectly, by any means, suspend, terminate, or otherwise deny access to, or use of, all or any part of the Services or Content by Client and terminate the Agreement, without incurring any obligation or liability, if: (i) Techdinamics receives or is subject to a government order that expressly or by reasonable implication requires Techdinamics to do so or if the delivery of the Services is otherwise prohibited by applicable law; (ii) Techdinamics believes, in its sole discretion, that: (A) Client has accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under the Agreement, or (B) Client has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities in connection with the Services; or (iii) in accordance with Section 5(f) above.
5. Either party may terminate the Agreement if the other party commits a breach of any term of the Agreement which remains uncured after the thirtieth (30th) day following delivery of written notice of the breach from the non-breaching party; provided that, such thirty (30) day period shall be increased to one hundred and twenty (120) days if the default is reasonably curable within one hundred and twenty (120) days and so long as the party attempting to cure the breach demonstrates to the non-breaching party's reasonable satisfaction that the breaching party is diligently attempting to accomplish such a cure within the initial thirty (30) day period.
6. Client agrees and acknowledges that if the Agreement is terminated for any reason, Techdinamics will be released from any and all liabilities and obligations arising from the Agreement, including the obligation to provide the Services. Client waives the right to pursue any and all remedies against Techdinamics based on, without limitation, causes of action which relate to Client's subsequent lack of access to the Services or any part thereof.
7. Techdinamics may terminate the Agreement without notice if Client (i) acknowledges itself as insolvent; (ii) ceases to carry on business in the ordinary course; (iii) makes a general assignment for the benefit of its creditors; (iv) has issued against it a bankruptcy order or otherwise becomes subject to any voluntary or involuntary proceeding under any domestic or foreign bankruptcy law; (v) commences or institutes or is subject to any application, proceeding, or other action under any law relating to its bankruptcy, insolvency, winding-up, reorganization, administration, plan of arrangement, relief or protection of debtors or compromise of debts; or (vi) has a receiver, interim receiver, receiver and manager, trustee, custodian, conservator, or other similar official appointed for it or for all or any part of its assets.
8. Upon any expiration or termination of the Agreement: (i) all rights, licenses, consents and authorizations granted by Techdinamics to Client under the Agreement will immediately terminate; (ii) Client shall immediately cease all use of any Services or Content; (iii) Techdinamics may disable all Client access to the Services and Content; and (iv)  if: (1) the Term expires or Client terminates the Agreement due to a material breach of the Agreement by Techdinamics, all Fees and charges related to all work performed by Techdinamics  for which invoices have not yet been rendered, including without limitation, any reimbursable expenses incurred by Techdinamics, up to the effective date of the termination or expiration of the Agreement will immediately become due and payable to Techdinamics in accordance with these Term without demand thereon, and Techdinamics shall issue a final invoice to Client for such amount, which invoice shall be payable in accordance with Section 5; and (2) the Agreement is terminated due to a default by Client (e.g., for the non-payment of Fees that is not remedied in accordance with these Terms or other material breach by Client) or for any other reason, Client shall immediately pay without demand effective on termination of the Agreement: (I) all Fees and charges related to all work performed by Techdinamics for which invoices have not yet been rendered, including without limitation, any reimbursable expenses incurred by Techdinamics, up to the effective date of the termination of the Agreement; and (II) all Fees and charges that apply for the remainder of the stated Term after the termination of the Agreement, and Techdinamics shall issue a final invoice to Client for both such amounts, which invoice shall be payable in accordance with Section 5. Without limiting the generality of foregoing subsection (II), if the Agreement specifies any Services are to be rendered under the Agreement which calls for milestone, progress or objective based billing of Fees, Client shall pay Techdinamics for all Services rendered and reimbursable expenses incurred by Techdinamics as set forth in the applicable Transaction Document as if such milestone, progress or objective based billing point has been completed.
9. Upon termination or expiration of the Agreement, the rights and obligations of the parties set forth in Section 4 (Client Responsibilities), Section 5 (Fees and Payment), this Section 6 (Term and Termination), Section 7 (Confidentiality), Section 10 (Intellectual Property Rights), Section 13 (Non-Solicitation), Section 17(c) (Representations, Warranties and Covenants), Section 18 (Limitation of Liability), Section 20 (Indemnification), Section 22 (Remedies and Dispute Resolution), Section 23 (Waiver of Jury Trial), Section 24 (Relationship of the Parties), Section 27 (Entire Agreement; Updates and Variations), Section 30 (Priority of Documentation), Section 34 (Governing Law; Forum) and the general provisions of Section 35 (General), as well as any other terms and conditions in these Terms and in any Transaction Document that, by their nature, are intended to survive termination or expiration of the Agreement, shall survive such termination or expiration.

7. Confidentiality

1. Client and its employees and agents may have access to private and confidential information owned or controlled by Techdinamics, including the confidential and proprietary information and materials referenced in any applicable Transaction Document, as well as information relating to Techdinamics' technology, trade secrets, data, best practices, methodology, algorithms, programs, software, security keys, specifications, drawings, business information, pricing and other data, as well as the existence of any dispute between the parties. Similarly, Techdinamics and its employees, agents and Subcontractors may have access to private and confidential information owned or controlled by Client relating to technical or business information of a proprietary nature or relating to Client's business operations. All such Techdinamics information and Client information shall be referred to herein as "Confidential Information".
2. The Confidential Information acquired by either party under the Agreement through its employees, agents, independent contractors and subcontractors shall be and remain the disclosing party's exclusive property and the receiving party and its employees, agents and subcontractors shall: (i) not copy or disclose such Confidential Information to others without the disclosing party's prior written approval; (ii) return all tangible copies of such Confidential Information to the disclosing party promptly upon request; (iii) destroy all electronic copies of such Confidential Information promptly upon request; (iv) not access or use any Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement; and (v) 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. 
3. The receiving party shall ensure its employees', agents', independent contractors' and subcontractors' compliance with the terms this Section 7, and shall be responsible and liable for any of its employees', agents', independent contractors' and subcontractors' non-compliance with the terms of this Section 7.
4. Nothing herein shall limit either party's use or dissemination of information which: (i) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of the other party, its employees or agents;  (ii) was in the other party's possession as shown by written records prior to the disclosure and had not been obtained either directly or indirectly from a third-party under an obligation not to disclose such information; (iii) was independently developed by the other party without use of the Confidential Information, as evidenced by written records; or (iv) is required by law or auditing standards to be disclosed, but only to the extent and for the purposes of such required disclosure, including for making court filings and demonstrating compliance with the Agreement.
5. Techdinamics assumes no obligation to divulge to Client any information for or related to which Techdinamics has previously undertaken an obligation of confidentiality for the benefit of any Person other than Client. Techdinamics shall be permitted to identify Client as a recipient of the Techdinamics Services and programs and solutions.
6. Upon termination or expiration of the Agreement: (i) each party shall promptly return to the other party any Confidential Information of that other party that is in its possession or control; and (ii) Techdinamics shall return or destroy all Client Data in its possession or control following such termination or expiration within: (A) ninety (90) days for Client Data for integrations for the Services; and (B) eighteen (18) months for Client Data for applications for the Services. Other than with respect to Client Data, Techdinamics shall have the right to retain Client's Confidential Information in Techdinamics' systems, back-ups and monitoring tools. Techdinamics shall continue to apply its standard security measures to such Confidential Information and shall not use such Confidential Information any purposes other than for purposes of fulfilling its obligations under the Agreement.

8. Data Security & Retention

1. Techdinamics is responsible for maintaining commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of all Client Data.
2. Techdinamics does not own any data, information, Personal Information, or material that Client submits while using the Services ("Client Data"), except for any feedback that Client provides. As between Techdinamics and Client, Client owns all Client Data, including all IP Rights in Client Data. Client agrees not to provide any feedback that is covered by any third-party IP Rights. Client shall have the sole responsibility for all aspects of Client Data, including, without limitation, its accuracy, legality, ownership, transmission and use. Subject to the foregoing, Client hereby irrevocably grants all rights and permissions in or relating to Client Data as are necessary or useful for Techdinamics to perform and exercise its rights and perform its obligations under the Agreement, including to enforce the Agreement.
3. Techdinamics shall retain Client Data as long as is commercially necessary for Techdinamics to deliver the Services or for such other period as is required by applicable law or by any third party data processor contractor agreement that is applicable in the circumstances; provided that, the maximum period of time for Techdinamics to retain Client Data is as follows: (i) Techdinamics shall retain Client Data (other than Personal Information) no longer than five hundred and fifty (550) days after such data is no longer required for providing the Services; and (ii) Techdinamics shall retain Personal Information in Client Data (if any) no longer than one hundred and twenty (120) days after such data is no longer required for providing the Services. Upon termination or expiration of the Agreement, Techdinamics shall have no obligation to retain any Client Data for longer than (90) days after termination or expiration of the Agreement. 
4. Techdinamics hereby agrees to notify Client as soon as it becomes aware of any actual or suspected unauthorized access of any of its systems and platforms that access, process or store Client Data provided under, related to, or produced under the Agreement.
5. Techdinamics may collect and compile data and information related to Client Data and Client's use of the Services in an aggregated and anonymized manner and use such data and information internally within Techdinamics in connection with the operation of its business, including, without limitation, in connection with the improvement of the performance of services offered by Techdinamics. In this regard, Client grants Techdinamics a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use and modify the Client Data incorporated within such aggregated and anonymized data and information for the purpose set out in this Section 8(e). Such aggregated and anonymized data will be retained by Techdinamics for as long as it is commercially reasonable for Techdinamics to do so or for such other period as required by applicable law. 

9. Data Protection

1. Techdinamics acknowledges that in the performance of the Services under the Agreement, it may process Personal Information owned or controlled by Client. Client, or any Person acting on Client's behalf, shall not transfer any Personal Information to Techdinamics that is not in compliance with Data Protection Law or any other legislation that is applicable to the Personal Information. It is the full and sole responsibility of Client to ensure that the Personal Information being transferred to or processed by Techdinamics is in compliance with Data Protection Law, including but not limited to the General Data Protection Regulation ("GDPR"), if applicable.
2. Techdinamics uses administrative, physical and technical safeguards to ensure a comparable level of protection afforded under PIPEDA when processing Personal Information on behalf of Client data controller. In the performance of the Services under the Agreement, Techdinamics will only process Personal Information transferred to it by Client: (i) to fulfill the purposes of the Agreement; (ii) to carry out the Services and for no other purpose, except as otherwise agreed upon in writing between Techdinamics and Client in a Transaction Document, and (iii) in compliance with applicable Data Protection Law, namely PIPEDA and/or such other applicable Data Protection Law as is agreed to by Client and Techdinamics is applicable in the circumstances. Techdinamics will process the Personal Information as long as necessary to provide the Services, or as otherwise agreed upon in a Transaction Document. 
3. In the circumstances where Techdinamics collects or processes Personal Information relating to Client in the capacity of a controller, Techdinamics will process such Personal Information in accordance with PIPEDA and/or such other applicable Data Protection Law as is agreed to by Client and Techdinamics is applicable in the circumstances, as well as its privacy statement, which is available upon request from Techdinamics. Where appropriate and/or where requested by Techdinamics, Client will ensure its employees and other relevant individuals are made aware of this privacy statement.
4. When Client is located or operates within the European Union, or is otherwise subject to the requirements of the GDPR, Techdinamics and Client will determine whether the Personal Information should be processed in accordance with the GDPR contractual requirements. 
5. When Client is located or operates in the Province of Quebec, Canada, or is otherwise subject to Quebec privacy laws, Techdinamics will, where required by applicable law, process the Personal Information in compliance with Appendix E.
6. In addition to as may be required by the Client's Data Processing Law, Techdinamics will process Personal Information in accordance with PIPEDA or as agreed upon in writing with Client in a Transaction Document, for example, a data processing agreement. 
7. Client understands and agrees that Personal Information may be held on servers located outside of Canada or the European Economic Area (EEA) and be provided to and used by Techdinamics or others engaged with Techdinamics in providing the Services. Techdinamics may provide Personal Information to its overseas offices as required to provide the Services or administrative functions related to the Services. Client expressly consents to Techdinamics' use of its overseas personnel on this basis. Techdinamics will provide a list of its entities, upon Client's reasonable request, who will be processing the Personal Information under the Agreement. Techdinamics may also send data, including Personal Information, outside of Canada or the EEA to other datacenters for disaster recovery.
   
   

10. Intellectual Property Rights

1. Any and all right, title, and interest in and to the Services and Content, including all IP Rights therein, are and will remain with Techdinamics. With respect to any Third-Party Materials, the applicable third-party providers own all right, title and interest, including all IP Rights, in and to the Third-Party Materials.
2. Techdinamics shall retain the right to reuse the ideas, concepts, know-how, and techniques derived from the rendering of the Services so long as it does not require the disclosure of any of Client's Confidential Information.
3. Techdinamics retains and shall be entitled to any and all protections afforded under Provincial, State, and Federal and International statutory, common law and civil law with respect to its IP Rights, including for any materials which were prepared, developed or used by Techdinamics prior to or outside the course of completing the Services performed under the terms of the Agreement.
4. In the event (and to the extent) that any deliverable contains any items or elements which are Techdinamics' IP Rights, Techdinamics grants to Client a limited, non-exclusive, non-transferable, license to use such Techdinamics' IP Rights in such deliverables, only to the extent necessary to fulfill the scope of work described in the Agreement and only during the Term. This license shall not cover Confidential Information of Techdinamics.
5. Unless otherwise stated in the Agreement, the reproduction, distribution, or transfer, by any means or methods, whether direct or indirect, of any of Techdinamics' IP Rights, Confidential Information, and proprietary information and those of Techdinamics' agents and any Third-Party Materials by Client is strictly prohibited.
   
   

11. Export Restrictions

No Services or Content may be accessed, used, exported, or redistributed in any form in or to any country prohibited by Canadian export laws or any other laws governing Techdinamics in the delivery of the Services or to residents or nationals of any such countries. Client agrees to comply with all applicable national and international laws that apply to the Services and Content, including without limitation Canadian export laws. 

12. Security

Each party agrees that its respective personnel, when using or accessing the premises or technology systems of the other party, shall comply with all applicable security policies and security requirements in effect at such premises, copies of which shall be provided in advance. If any agent, employee, contractor or representative of a party shall fail or refuse to abide by such policies, the said agent, employee, contractor or representative may be prohibited from using or accessing such premises or systems. Material additions and changes to Client security policies after the Effective Date must be communicated immediately to Techdinamics.

13. Non-Solicitation

During the Term and for two (2) years thereafter, without Techdinamics' prior written consent, neither Client nor any of its Affiliates shall, directly or indirectly, solicit for partnership or employment, offer partnership or employment to, or employ or engage in any capacity, including as an employee, partner, consultant, independent contractor or advisor, any Person who (a) is employed or engaged by Techdinamics or its Affiliates and involved in providing the Services, or (b) was employed or engaged by Techdinamics or its Affiliates within the twelve (12) months preceding such solicitation, offer, or employment and engagement and was involved in providing the Services. The prohibition contained in this Section does not extend to general solicitations of employment not specifically directed towards the employees or consultants of Techdinamics. 

14. System Maintenance; Downtime

1. The Services and Content will be inaccessible at certain times for scheduled system maintenance ("Maintenance Time"). While Techdinamics seeks to schedule Maintenance Time during non-peak hours and to provide twenty-four (24) hours advance notice to Client, these practices cannot be guaranteed. In addition, the Services and Content may be subject to limitations, interruptions, outages, and other problems inherent in the use of the internet and electronic communications including, without limitation, any failure, interruption, outage or other problem with any software, hardware, system, network, facility, or other matter not supplied by Techdinamics under the Agreement ("Outages"). Techdinamics is not responsible for any liabilities or Losses of Client resulting from any such Outages or any Maintenance Time. 
2. If the Services and Content become inaccessible for reasons within Techdinamics' control in excess of a total of forty-five (45) minutes during a calendar month in the Term, other than for Maintenance Time and excluding any time associated with Outages ("Downtime"), Techdinamics will provide Client, upon Client's written request, the following service fee credit for any such Downtime: Techdinamics will provide Client a credit of five percent (5%) of Client's monthly service Fee for each 30 minutes of Downtime (provided that, for certainty, such forty-five (45) minute threshold has been exceeded) up to a maximum credit of twenty-five percent (25%) of Client's monthly service Fee. Techdinamics will have no obligation to provide credits for Downtime unless: (i) Client reports the Service interruption to Techdinamics immediately upon becoming aware of it; and (ii) requests the credit in writing within ten (10) days of the Service becoming inaccessible. The maximum amount of service fee credits for Downtime over the entire Term is equal to one (1) month of Fees. THIS CREDIT SHALL BE CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR DOWNTIME.
3. Client agrees to provide assistance to Techdinamics in resolving Service errors. If Client fails to assist Techdinamics in resolving any such Service errors, such period of time in which Client fails to cooperate with Techdinamics shall not count as Downtime.
4. If Techdinamics' performance of the Services and the Agreement is delayed or otherwise not provided due to causes beyond the reasonable control of Techdinamics, such as fire, explosion, strike, shortage of energy sources, facilities, material or labour, delay or lack of communication facilities, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law, regulation, or other requirement of any government authority, epidemics and pandemics, and the unavailability of any services of any Subcontractor used by Techdinamics, Techdinamics shall not be deemed to have breached the Agreement and it shall have such additional time to perform its obligations as may be reasonably necessary under the circumstances.
   
   

15. Changes to the Services

1. Techdinamics reserves the right, in its sole discretion, to make any changes to the Services and Content that it deems necessary or useful to: (i) maintain or enhance: (A) the quality or delivery of the Services to its customers; (B) the competitive strength of or market for the Services; or (C) the cost efficiency or performance of the Services; or (ii) to comply with any applicable law. Techdinamics shall use its commercially reasonable efforts to provide Client with at least 30 days' advance notice (which may include email notice) of any such change that is material in nature. Any material change to the nature of the Services or Content that requires material implementation and training will be communicated reasonably in advance by Techdinamics so as to allow applicable required implementation and avoid material disruption in the nature of the Services. For certainty, except as required by law, no such change shall result in a material and adverse change to the performance or functionality of the Services. 
2. In addition, either party may, at any time during the Term, request in writing changes to the scope of the Services in accordance with the change procedure set forth in Appendix D. No requested changes will be effective unless and until memorialized in a written Change Order (as defined in Appendix D) becomes effective in accordance with Appendix D.
   
   

16. Chargebacks

1. Techdinamics has no liability or responsibility to Client whatsoever, whether financial or otherwise, for processes or flows to the Services introduced by Client that were not tested by Techdinamics during any user acceptance testing or during the post-monitoring support period for the Services.
2. If Client is a techSHIP user, under no circumstances shall Techdinamics be responsible for any carrier contracts or carrier rates supplied or any misbilled amounts by a carrier.
3. Subject to as provided above in this Section 16, if Client has a chargeback event related to the Services that arises due to the fault of Techdinamics and reports it to Techdinamics in accordance with the Agreement, then Techdinamics will provide reimbursement for such chargeback event of up to a maximum amount of one (1) monthly billing period of Fees for the affected Services. Subject chargebacks will only be for cost of product subject to the chargeback event and will not include amounts attributed to markups, additional services or otherwise. The maximum amount of reimbursement for chargeback events over the entire Term is equal to one (1) month of Fees. EXCEPT FOR GROSS NEGLIGENCE ON THE PART OF TECHDINAMICS IN PROVIDING THE SERVICES, THIS REIMBURSEMENT SHALL BE CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR CHARGEBACK EVENTS.
4. Client agrees to report the chargeback events within the following timelines, otherwise there shall be no reimbursement for the chargeback event: (i) Electronic Data Interchange: ninety (90) days from the initial transaction; (ii) Transportation: thirty (30) days from the first Carrier invoice; and (iii) Other: thirty (30) days from the initial incident.
5. Techdinamics will review the chargeback information and respond to Client within sixty (60) days after Client reported the chargeback event.
   
   

17. Representations, Warranties and Covenants

1. Each party represents and warrants to the other that: (i) it has all requisite power and capacity to enter into and perform the Agreement; (ii) the entering into of the Agreement has been duly authorized by all necessary action on its part; and (iii) the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.
2. By accessing and using the Services and Content, Client: (i) represents and warrants to Techdinamics that Client is not restricted from receiving or using the Services and Content, including compliance with all applicable Canadian export laws and other host country import laws; (ii) agrees that Client shall not export, redistribute, or re-export any Services or Content, or any process or service that is a direct product of any Services or Content; and (iii) represents and warrants to Techdinamics that Client owns or otherwise has, and will have, the necessary rights and consents in and relating to any Client Data such that, as received by Techdinamics in accordance with the Agreement, Techdinamics does not and will not infringe, misappropriate, or otherwise violate any IP Rights or any privacy or other applicable laws or rights of any third-party.
3. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 17 AND ELSEWHERE IN THE AGREEMENT, ALL SERVICES AND CONTENT ARE PROVIDED BY TECHDINAMICS "AS IS" AND TECHDINAMICS HEREBY DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND TECHDINAMICS SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TECHDINAMICS MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL: (I) MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS; (II) OPERATE WITHOUT INTERRUPTION; (III) ACHIEVE ANY INTENDED RESULT; (IV) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE; OR (V) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
   
   

18. Limitation of Liability

1. IN NO EVENT WILL TECHDINAMICS, ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR SUBCONTRACTORS, BE LIABLE TO CLIENT OR TO ANY THIRD-PARTY UNDER OR IN CONNECTION WITH THE AGREEMENT AND THE SERVICES AND CONTENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (II) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE FEE CREDITS UNDER SECTION 14; (III) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (IV) BREACH OF DATA OR SYSTEM SECURITY; (V) 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; OR (VI) DAMAGES THAT COULD HAVE BEEN AVOIDED, USING REASONABLE DILIGENCE, BY CLIENT OR SUCH OTHER THIRD-PARTY. THE FOREGOING LIMITATION OF LIABILTY IN THIS SECTION SHALL NOT APPLY TO DAMAGES THAT ARE CAUSED BY THE GROSS NEGLIGENCE OF TECHDINAMICS IN THE PERFORMANCE OF THE SERVICES. 
2. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF TECHDINAMICS OR ANY OF ITS AFFILIATES TO CLIENT OR TO ANY THIRD-PARTY UNDER OR IN CONNECTION WITH THE AGREEMEN, THE SERVICES AND CONTENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEES (EXCLUDING UNAMORTIZED PREPAID FEES, IF ANY) PAID BY CLIENT TO TECHDINAMICS IN THE SIX (6) MONTH PERIOD PRCEDING ANY CLAIM; PROVIDED THAT, IN THECASE OF (i) GROSS NEGLIGENCE ON THE PART OF TECHDINAMICS IN PROVIDING THE SERVICES; (ii) A BREACH BY TECHDINAMICS OF ITS OBLIGATIONS UNDER SECTION8(a) OF THESE TERMS (DATA SECURITY); OR (iii) A BREACH BY TECHDINAMICS OF ITS OBLIGATIONS UNDER SECTION7 OF THESE TERMS (CONFIDENTIALITY), THE COLLECTIVE AGGREGATE LIABILITY OF TECHDINAMICS OR ANY OF ITS AFFILIATES TO CLIENT OR TO ANY THIRD-PARTY, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES (EXCLUDING UNAMORTIZED PREPAID FEES, IF ANY) PAID BY CLIENT TO TECHDINAMICS IN THE TWENTY FOUR (24) MONTH PERIOD PRCEDING ANY CLAIM. 
3. Client agrees that the Services do not replace the need for Client to maintain regular data backups or redundant data archives. Techdinamics has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Client Data.
   
   

19. Compliance with Laws

Each party shall comply with all applicable laws in connection with the performance of its obligations under the Agreement.

20. Indemnification

Client shall indemnify, defend and hold harmless Techdinamics from and against any and all Losses suffered or incurred by Techdinamics, directly or indirectly, in connection with: (a) any data provided by Client; (b) any breach of Client's representations, warranties, covenants or obligations under the Agreement; and (c) the negligence or wilful misconduct by Client or any third-party on behalf of Client in connection with the Agreement.

21. Insurance

Techdinamics shall, at its sole cost and expense, take out and keep in full force and effect, adequate insurance coverage sufficient in kind and in scope to comply with its obligations hereunder.

22. Remedies and Dispute Resolution

If a dispute arises out of or relates to the Agreement, or the breach thereof, then the parties agree to use the dispute resolution process set forth in Appendix A attached hereto. Such procedure shall not limit or impair the right of a party to seek equitable relief (including, but not limited to, injunctive relief) for any breach or alleged breach of the Agreement, including, without limitation, for any breach or alleged breach of any obligations set forth in Section 7 (Confidentiality), Section 8 (Data Security) and Section 13 (Non-Solicitation) and for the protection of a party's proprietary rights. The parties agree that a party need not invoke the procedures set forth in Appendix A prior to seeking such equitable relief in such circumstances.

23. Waiver of Jury Trial

EACH OF THE PARTIES HEREBY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THE AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE AGREEMENT.

24. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in the 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. For certainty, each party shall pay and accept full and exclusive liability for the assessments or contributions imposed on such party's personnel and employees, including by the Employment Insurance Act (Canada), Canada Pension Plan Act, Income Tax Act (Canada), the Workplace Safety and Insurance Act (Ontario), as applicable, and similar laws. 

25. Resellers

1. Client understands and agrees that Techdinamics and any Reseller, are separate, independent contractors.
2. If Client acquires the use of the Services pursuant to an agreement between Client and a Reseller (an "End User Agreement"): (i) by entering into the End User Agreement, Client accepts and adopts these Terms in respect of its access to and use of the Services and Content pursuant to the End User Agreement; (ii) Client agrees that its license and use of the Services and Content are made on the terms and conditions of these Terms and the End User Agreement; (iii) the payment of fees for the use of the Services and Content may be paid to the Reseller directly pursuant to the terms and conditions of the End User Agreement; and (iv) if Client fails to pay the Reseller the applicable fees for the license and use of the Services and Content under the End User Agreement, Techdinamics may immediately suspend access to the Services until all past-due amounts and any interest thereon are paid in full. 
   
   

26. Assignment

1. Client may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations, under the Agreement, in whole or in part, whether by merger, acquisition, change of control, corporate reorganization or otherwise, without: (i) providing Techdinamics with at least fifteen (15) days prior written notice; and (ii) obtaining  the prior written consent of Techdinamics.
2. Without limiting the requirements of Section 26(a) above, in the event of a merger, acquisition, change of control, or succession of Client by another entity (a "Successor Entity"), the Successor Entity shall assume and be responsible for all of Client's rights, obligations and liabilities under the Agreement and all Transaction Documents, including but not limited to, unpaid Fees (including usage-based charges) and previously executed quotes. 
3. Without limiting the requirements of Section 26(a) above, the continued use of the Services by a Successor Entity shall constitute acceptance of the Agreement by Client, including all Transaction Documents, and all Client liabilities and obligations under the Agreement. 
4.  The failure by Client to comply with the provisions of Section 26(a) shall constitute a material breach of the Agreement by Client, entitling Techdinamics to terminate Services and the Agreement and to assert its right to recover the Fees from Client and any Successor Entity in accordance with the Agreement.

27. Entire Agreement; Amendments, Updates and Variations

1. The Agreement (including the Appendixes to these Terms) and any documents incorporated by reference herein, contain the entire agreement between the parties in respect of the Services and Content and supersedes all prior agreements, negotiations, representations, requests for proposals, proposals, letters of intent, and understandings between the parties, whether oral or written.
2. No variation to the Agreement shall be effective unless it is made in accordance with the Agreement.
3. Techdinamics reserves the right in its sole discretion to revise and update these Terms from time to time upon not less than 30 days' prior notice to Client (with email notice of each such modification being sufficient). Any and all such modifications are effective upon the effective date provided for the modification as set out in the written notice, and such modifications shall apply to all continued delivery and access of the Services and Content. Client's continued use and access to the Services shall constitute its acceptance of such revisions and updates.
4. The scope of Services may be changed by agreement of the parties pursuant to Section 15 and Appendix D.
5. Any Transaction Document may only be amended by mutual written agreement of Techdinamics and Client. 
   
   

28. Consents and Approvals

Where either party has a right of consent or approval in respect of any matter in connection with the Agreement, unless otherwise specifically provided herein, it shall not unreasonably withhold such consent or approval and shall endeavour to respond to the other party's request for such consent or approval in a timely manner. The foregoing requirement shall not apply in respect of a request to amend or renew the provisions of the Agreement, including any change in the scope of Services set forth in any Transaction Document, which change shall be completed pursuant to Section 15 and Appendix D.

29. Notices

Subject to as provided in a Transaction Document, all notices required by or relating to the Agreement shall be in writing and sent to the party providing such notice and shall be sufficiently given if delivered in person or email address to the address and person for the other party set out in any Transaction Document. Any such notice shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day). Any Party may at any time change its address for service from time to time by giving notice to the other in accordance with these Terms.

30. Priority of Documentation

1. Whenever the terms and conditions of these Terms, on the one hand, conflict with the terms and conditions of any Transaction Document, on the other hand, these Terms shall supersede and prevail over such conflicting terms and conditions contained in any Transaction Document, unless the Transaction Document specifically and clearly states that the intent of the parties is to specifically override the provisions of these Terms. 
2. Whenever the contents of an Appendix to these Terms which contains terms and conditions related to a type of Service broadly, on the one hand, conflict with any terms and conditions related to a specific type of Service described in any Transaction Document specifically, on the other hand, the more specific description in the Transaction Document shall supersede and prevail over such conflicting terms contained in any Appendix to these Terms.
   
   

31. Subcontracting

Techdinamics reserves the right to utilize Subcontractors to perform its obligations under the Agreement.

32. Publicity

Both Techdinamics and Client may use the other as a favorable reference and indicate to third-parties that such party provides or receives (as applicable) services hereunder. The parties may disclose the existence and general nature of the Agreement, but the Fees and other information set forth in any Transaction Document shall be considered Confidential Information. Techdinamics, in connection with its marketing activities, can disclose to prospective clients general information of Client, including the use of Client's trademarks, service marks and trade names.

33. Cooperation

The parties shall cooperate with and assist one another and take such action and execute such further assurances as may be reasonably necessary to implement and carry into effect the Agreement to its full extent.

34. Governing Law; Forum 

1. The Agreement (for certainty, including these Terms and each applicable Transaction Document) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario, Canada or any other jurisdiction) and notwithstanding Client's domicile, residence, or physical location. 
2. Subject to Appendix A, any action, litigation or proceeding arising out of or relating to the Agreement and the Services and Content will be instituted in the courts of the Province of Ontario, Canada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action, litigation or proceeding. Client waives any and all objections to the exercise of jurisdiction over it by such courts and to the venue of such courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in any other jurisdictions in any manner provided by law.
   
   

35. General

1. In the Agreement, wherever reference is made to a specific Law, the reference shall be deemed to include any successor, replacement, substituted or amended version thereof.
2. All headings herein are included solely for convenience and do not affect the interpretation hereof.
3. The Appendices attached to the Agreement form part of the Agreement are incorporated by reference. 
4. Unless the context clearly indicates otherwise, words used in the singular include the plural and words used in the plural include the singular. Where used in the Agreement, the word "including" shall be deemed to mean "including without limiting the generality of the foregoing".
5. Unless otherwise specified in a Transaction Document, all references to monetary amounts in the Agreement are expressed in the currency of the United States of America and all amounts payable pursuant to the Agreement shall be paid in United States of America currency.
6. Each provision contained in the Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions of the Agreement.
7. No rule of strict construction shall be applied against any party with respect to the Agreement.
8. the Agreement shall accrue to benefit of and be binding upon the parties and their respective successors and permitted assigns.
9. The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement. 
10. 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 the Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the 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.

APPENDIX B
TECH PLATFORM ADDENDUM

 Tech Platforms are cloud applications hosted on the Amazon Web Services ("AWS") platform 

1. Deployment. The Tech Platform will be deployed in data centre locations or cloud regions and migrated between data centres and cloud regions as is required to support scalability, redundancy, and compliance and may include, without limitation, data centres in the United States of America, Canada and Europe from time to time. Techdinamics will ensure that all data centres used for the Tech Platform comply with applicable privacy, data-protection, and security standards in compliance with those described in these Terms. 
2. Functionality. Techdinamics represents and warrants that the Tech Platform will perform materially in accordance with the then current version of the applicable documentation describing Tech Platform and that Techdinamics will not decrease the functionality of the Tech Platform during the Term.
3. Vulnerability/Patching. To protect both systems and data from being compromised by external or internal entities, Techdinamics follows the following procedure to ensure known system vulnerabilities are addressed: On a regular basis, but not less than once every quarter, the Techdinamics technical team reviews the available patches and alerts related to the operating system, application development framework (in-house applications), and server level updates. When appropriate, the required patches are installed, first in development, and then in production environments.
4. Access Control. Access to different systems in Tech Platform and data is limited to only those of Client who need access Tech Platform to complete their business functions, including limiting access via defined IP addresses specific to Client. User roles are used to separate different levels of access. User access to applications and data is restricted by a combination of username (using email address) and password. The passwords have a pre-set level of complexity (minimum length, upper/lower characters, special characters). Passwords are stored as encrypted. Authorized Users can reset the password using the self-service portal. Data between the web client and backend application are transmitted using HTTPS protocol. At the present time TLC 1.2 is used for encryption.
5. Monitoring / Logs. Server and application logs are being used to keep track of changes in the application and server. The server hardware (disks, controllers, memory, and CPU) is monitored for hardware faults using AWS monitoring tools. Changes to the Tech Platform configurations are visible to users on the Tech Platform portal. These logs are used to help identify changes made on the portal configuration. On the server-side, logs are used to monitor for abnormal events. These logs are reviewed periodically to identify security violations and abnormalities. Performance monitoring helps to identify bottlenecks and other performance-associated issues. Performance monitoring is achieved through monitoring modules such as scripts, utilities, and/or 3rd party applications. Server load logs are monitored and reviewed regularly.

APPENDIX C
HOSTING SERVICES ADDENDUM

1. Notice Regarding Hosting Services. Where the Services call for hosting Client applications or data, Client acknowledges that the hosting service may be contracted by Techdinamics from a third-party vendor on behalf of Client as a pass-through Service. Techdinamics assumes no liability for such hosted services more than the limitation of liability given by the third-party provider of these services under such third-party's standard terms. All service levels and service level credits, if any, with respect to such hosting vendor will be defined and set forth in the applicable Transaction Document (including hosting services agreement). Any fees and early termination charges or cancellation provisions will likewise be specified in the appropriate Transaction Document (including hosting services agreement).
2. Change. Techdinamics reserves the right to change third-party hosting providers in its reasonable judgment where appropriate. If Techdinamics elects to change hosting providers during the Term, it shall do so on reasonable advance written notice to Client and at its own cost and exercise reasonable efforts to minimize disruption to Client's use of the Services.

APPENDIX D
CHANGES TO THE SERVICES

1. Definitions

As used in this Appendix

 "Active Implementation Project Change" means any change to the scope of Services that impacts an active implementation project;

"Change Order" means an instrument that affirms and binds Techdinamics and Client to a Change Request in accordance with this Appendix;

"Change Request" means a request by Client or Techdinamics for a Minor Change, a Major Change or an Active Implementation Project Change; 

"Major Change" means any change in the Services that (i) requires more than eight (8) hours to the Services per month to implement; and/or (ii) results in any new or any adjustment to the recurring based Fees, as determined by Techdinamics; and 

"Minor Change" means any change in the Services that requires eight (8) or fewer hours to the Services per month to implement and does not result in any change to the existing recurring based Fees, as determined by Techdinamics. 

2. Change Orders
   1. Minor Change
      
      1. Techdinamics or Client may, in writing, issue a Change Request for a Minor Change.
      2.  A Change Request for a Minor Change may be approved through email response, support-ticket response, or other written confirmation, following which such confirmation shall constitute a Change Order for the Minor Change. 
      3.  Upon Client's request, Techdinamics will issue a Transaction Document for any Minor Change.
   2. Major Change 
      1. Techdinamics or Client may, in writing, issue a Change Request for a Major Change.
      2.  Upon a Change Request for a Major Change, Techdinamics will issue a new Transaction Document for the Major Change. 
      3.  A Change Request for a Major Change will only be accepted and implemented if a new Transaction Document issued by Techdinamics is accepted and signed by Client, following which such Transaction Document shall constitute a Change Order for the Major Change. 
   3.  Active Implementation Project Change 
      1.  Techdinamics or Client may, in writing, issue a Change Request for an Active Implementation Project Change. 
      2.  Upon a Change Request for an Active Implementation Project Change, Techdinamics will issue its project change control form document or other written approval method that may be provided by Techdinamics. 
      3.  A Change Request for an Active Implementation Project Change will only be accepted and implemented if the document or instrument issued by Techdinamics is accepted and signed by Client, following which such document or instrument shall constitute a Change Order for the Active Implementation Project Change. 
   4. Changes General
      1.  No Change Request is binding on Techdinamics or Client unless and until a Change Order is implemented in accordance with this Appendix. Until a Change Order is implemented in accordance with this Appendix, the terms and conditions under the Agreement shall apply, including Techdinamics continued performance of the existing scope of the Services - 3 and Client's continued agreement to pay Techdinamics the Fees, as and when due in accordance with the terms of the Agreement 

APPENDIX E
QUEBEC PRIVACY LAWS

1. Purpose
   This Appendix sets out the additional terms that apply when Techdinamics processes or has access to Personal Information that is subject to Quebec's Act respecting the protection of personal information in the private sector (CQLR c. P-39.1) as amended by Law 25 ("Quebec Privacy Law"). These obligations apply only to Clients established in Quebec or to processing of Personal Information of Quebec residents, as may be specifically required under Quebec Privacy law. 
2. Compliance with Quebec Privacy Law 
   1. Privacy Officer. Techdinamics has designated a person responsible for the protection of Personal Information and for compliance with the Quebec Privacy Law ("Privacy Officer"). Contact details for the Privacy Officer are available upon request.
   2. Consent. Where required under the Quebec Privacy Law, Techdinamics will obtain the express, informed consent of individuals before collecting, using, or disclosing their Personal Information. Consent will be specific to the purpose(s) identified at the time of collection or as otherwise permitted by law.
   3. Privacy Impact Assessments. Techdinamics will conduct privacy impact assessments for any project involving the acquisition, development, or redesign of information systems or electronic service delivery systems that present a high risk to the protection of Personal Information. 
   4. Individual Rights. Techdinamics will implement processes to assist Client in responding to requests by Quebec residents to access, rectify, cease dissemination of, or request the portability or deletion of their client's Personal Information, as required by the Quebec Privacy Law.
   5. Breach Notification. Where a confidentiality incident presents a risk of serious injury to a Quebec resident, Techdinamics will promptly notify the Commission d’accès à l’information and the affected individuals, in accordance with the Quebec Privacy Law. 
   6. Relation to Other Laws. These provisions supplement Techdinamics' obligations under Section 9 (Data Protection) of these Terms and under PIPEDA. In case of conflict, the more stringent requirement will apply to Personal Information of Quebec residents.