1.	Fees and Expenses. The Client agrees to pay BlueRush the Fees and Expenses as set out in the applicable SOW.  The Client shall reimburse BlueRush for any reasonable and documented expenses incurred in connection with the performance of the work pursuant to this Agreement, provided that the Client has approved such expenses in Writing.

2.	Payment terms. Payment is due as specified in the Summary of Terms and on the payment schedule set out in an applicable SOW.  Any amount due and owing to BlueRush but not paid by the Client by the Due Date will bear interest from the Due Date at the rate of interest per month as specified in the Summary of Terms, or the highest rate allowed under applicable law (whichever is less), until the outstanding amount and interest thereon are paid in full (the “Interest Rate Provision”).   

3.	Term. This Agreement will be effective as of the Effective Date and shall remain in force until the earlier of (i) the expiry of the latest SOW entered into between the Parties or (ii) upon the execution of a Master Licensing and Services Agreement between the Parties, if applicable (the “Term”).

4.	Renewal. Each SOW shall be renewed in accordance with the time period set out in the Renewal section found in the Summary of Terms for an additional term as specified (each a “Renewal Term”) on the terms and conditions set out in this Agreement, subject to any amendments agreed upon pursuant to the Amendment Provision.  

5.	Suspension.  BlueRush may suspend provision of the Product and Services for any SOW in the event that Client fails to make any payment when due hereunder, ceases to carry on its business in the normal course, is misusing the product, or is in material breach of the agreement.  Suspension shall have no effect on the payment obligations of the Client during the Agreement Term or Renewal Term.  A suspension event shall be included in the definition of “material breach”.  [The Client agrees to pay BlueRush’s reasonable expenses, including lawyer and collection agency fees, incurred in enforcing its right to payment.]

6.	Warranty Period and Termination. A limited warranty period is provided to the Customer under each SOW, as described in the Summary of Terms.  During this limited warranty period, the Customer may terminate that specified SOW for material non-performance of the Product upon thirty (30) days’ written notice.  No refunds will be provided for early termination, and Client will pay the Fees and Expenses in full for the Product and Services provided by BlueRush up to and including the last day of the month following the termination date.   After the limited warranty period, the Product will be provided “as is”, with support provided by BlueRush as set out in an applicable SOW, and no refunds will be provided for Customer’s failure to use to use the Product.  If the Parties are in dispute that material non-performance has occurred, the Parties will revert to the dispute resolution provisions of this Agreement to resolve such dispute.

7.	Termination for Client Material Breach.   BlueRush shall have the right to terminate this Agreement at any time, upon providing written notice of the termination to Customer, if the other Party is in material breach or default of any provision of this Agreement and, if curable, such breach or default is not cured within seven (7) business days after receipt of notification of such breach or default. (The foregong is the “Termination Provision”.

8.	Return of Materials.  If requested by Client, BlueRush will make all Client Materials (defined below) available to Client for electronic retrieval for a period of thirty (30) days following the date of termination, but thereafter BlueRush may, but is not obligated to, delete stored Client Materials. 

9.	Confidentiality. The terms and conditions of a non-disclosure agreement (“NDA”) entered into between the Parties prior to, or on or about the Effective date, are incorporated by reference and form part of this Agreement.  If the Parties have not entered into a NDA, the Parties agree to enter into a CDA with BlueRush before exchanging any confidential information (as defined in the NDA).]

10.	Use of BlueRush Product. The Client agrees that the Client Materials displayed in any BlueRush product [are intended to be used for prospect or Client engagement purposes only, in compliance with applicable laws, and in accordance with the terms of this Agreement, and that all other uses are a ‘misuse’ of the BlueRush product]. The Client agrees that it is solely responsible and liable for the use made by its agents, or by any 3rd parties, of the BlueRush product.

11.	Indemnity by Client for Misuse of BlueRush Products. The Client (the “Indemnifying Party”) agrees to indemnify and defend BlueRush, its affiliates, and BlueRush’s and its affiliates’ respective officers, directors, employees, shareholders, agents, successors and permitted assigns (each an “Indemnified Person”) harmless from and against any and all claims, losses, damages, liabilities, expenses, costs and charges whatsoever, (including reasonable legal fees) (“Claims and Losses”) resulting from (1) misuse of the BlueRush product; (2) inaccuracies or deficiencies in any materials supplied to BlueRush by the Client; (3) a breach by the Client of the Intellectual Property rights of a third party in any materials included in the Client Materials; and (4) breach by the Client of any applicable laws. 

12.	Monitoring Use of BlueRush Product. BlueRush has no obligation to monitor for misuse of the BlueRush product, but may do so and may prohibit any use of the BlueRush product which it believes may be (or may be alleged to be) in violation of this Agreement or any applicable laws.

13.	Client Responsibility for Equipment. The Client agrees that it will be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Product.

14.	Client Responsibility for Security of Passwords. The Client shall be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Product, whether such uses are with or without Client’s knowledge or consent.

15.	Client Cooperation. The Client will cooperate with BlueRush’s reasonable requests for information and direction, and on a timely basis will provide BlueRush with all materials required to complete the work/services set out in the applicable SOW. The accomplishment of specific tasks and/or objectives is dependent upon the availability and accuracy of Client-provided resources and information. Such information includes detailed, precise and clear specifications relating to any Services provided hereunder. Failure to make such resources available to the BlueRush may affect the timeliness and effectiveness of the activities to be performed by the BlueRush.

16.	Change Request and Ongoing Management.  Once final requirements are determined and approved, future changes will be managed using the BlueRush change request process set out [in Schedule “D”.] [an applicable SOW].

17.	Acceptance.  Services will be accepted pursuant to the testing specifications set out in an applicable SOW.  [In absence of testing criteria within an SOW, work requested as part of the Services will be submitted in draft format for the Client’s review and comments prior to issuing the final documentation. Failure by the Client to provide any comments or feedback during fifteen (15) business day period shall be deemed as an acceptance to the draft deliverable. The issuance of the final work product will be deemed accepted upon issuance.]

18.	BlueRush access to Personal Identifiable Information.  In the event that BlueRush is required to deliver marketing campaigns of software tools on behalf of the client through the BlueRush-hosted Product, BlueRush will immediately discard the end-Customer name, email address and any other personal identifiable information, after delivering the requested marketing campaigns, and shall only retain non-identifiable and anonymized user data for the purpose of improving the BlueRush Product, [including Product user usage behavior and demographic information, information that is inputted into, stored in, or processed or passed through equipment or software provided by BlueRush, and information that is collected by the use of tracking “cookies” that track user activity across various websites and locations for the purpose of recording and associating user activities and creating a user profile][so long as such information does not contain end-Customer personal identifiable information other than demographic information] (collectively, the foregoing is the “BlueRush Data”).

19.	BlueRush Collection and Analysis of Data.  BlueRush creates benefit to all of its Clients by analyzing the BlueRush Data for the purposes of Product improvements.  The Client agrees that BlueRush shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the BlueRush products and related systems and technologies, and BlueRush will be free (during and after the term of this Agreement) to (i) use such information and data to improve and enhance BlueRush products generally, (ii) for other development, diagnostic and corrective purposes in connection with the Products and Services, and (ii) disclose such data solely in aggregate, anonymous, and non-identifiable form that is in no way connected with Client or its business. 

20.	Ownership of Client Materials. All information and materials supplied to BlueRush by the Client under this Agreement (the “Client Materials”) shall remain the property of the Client.  Other than as specified in the publicity provisions of this agreement or an applicable SOW, the Client hereby grants BlueRush a license to use the Client Materials only for the sole purpose of completing the Services set out in all SOW’s entered into by the Parties.

21.	Accuracy and Content of Client Materials. The Client is solely responsible for the accuracy and content of the Client Materials. BlueRush is not responsible for the accuracy and content of the Client Materials used in any BlueRush product (as designed for the Client).

22.	BlueRush Know-How.  Subject to the provisions hereof respecting confidentiality, Vendor shall be free to use any ideas, concepts or know-how developed or acquired by Vendor during Vendor’s performance of the Services under this Agreement to the extent obtained and retained by Vendor's personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude Vendor from enhancing the Product based on the accumulation of Know-How.

23.	Ownership of BlueRush Products and Software. BlueRush shall own and retain all right, title and interest in and to (a) the Product and all BlueRush software and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by BlueRush in connection with services or support, (c) all intellectual property rights related to any of the foregoing, and (d) the BlueRush Data. No rights or licenses are granted except as expressly set out in this Agreement.

24.	No Interference with BlueRush Products and Software. BlueRush’s Product, including algorithms, training materials and software etc. are essential to BlueRush’s business. To protect BlueRush’s continued ownership of the Product, the Client agrees that it will not:
(i)	attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Products or any software, documentation or data related to the BlueRush Product (“Software”);
(ii)	modify, translate, or create derivative works based on the Products or any Software (except to the extent expressly permitted by BlueRush or expressly authorized within the Product); 
(iii)	use the Product or any Software for the benefit of a third party or permit a third party to use the Product; 
(iv)	remove any proprietary notices or labels from Product or Software.
(v)	attempt to gain unauthorized access to, or disrupt the integrity or performance of, the BlueRush Product or Services, or the data contained therein; 
(vi)	reverse engineer the Product or access the Service for the purpose of building a competitive Product or Service or copying its features or user interface,

and breach of the foregoing restrictions shall be included in the definition of “misuse” of the Product, and/or “Material Breach” of this agreement.

25.	Grant of License to use BlueRush Product and Software. With respect to any Software that is distributed or provided to Client for use on Client premises, devices or within the Client’s applications, BlueRush hereby grants the Client a nonexclusive, non-transferable, non-sublicensable license to use such Software during the term of this Agreement and only in connection with the BlueRush products specified in an applicable SOW. BlueRush may revoke this license at any time if it an event that would be described as misuse, or material breach or would warrant suspension (as described above) has occurred. 

26.	Warranty Disclaimer.  BLUERUSH DOES NOT WARRANT THAT THE BLUERUSH PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BLUERUSH PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PRODUCT AND SERVICES ARE PROVIDED “AS IS” AND BLUERUSH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

27.	Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY ARISING FROM BLUERUSH’S OBLIGATIONS UNDER THE CONFIDENTIALITY SECTION, BLUERUSH AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE: 
(i)	FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR ACCESS DELAYS OR ACCESS INTERRUPTIONS OR NON-DELIVERY OR MIS-DELIVERY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; 
(ii)	FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; 
(iii)	FOR ANY MATTER BEYOND BLUERUSH’S REASONABLE CONTROL; 
(iv)	FOR ANY INACCURACIES, OMISSIONS, IN, OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THIRD PARTIES OF, THE CUSTOMER MATERIALS INCORPORATED INTO THE BLUERUSH PRODUCT; 
(v)	FOR ANY FAILURE OF THE BLUERUSH PRODUCT TO MEET LEGAL OR REGULATORY REQUIRMENTS FOR TRAINING APPICABLE TO THE CLIENT’S INDUSTRY;
(vi)	IN THE EVENT THAT THERE IS A FINDING OF LIABILITY PURSUANT TO THE DISPUTE RESOLUTION PROVISIONS OF THIS AGREEMENT THAT IS CONTRARY TO THE FOREGOING, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO BLUERUSH FOR THE PRODUCT UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT BLUERUSH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

28.	Privacy Protection. BlueRush will seek guidance from the Client in order to comply with all applicable privacy, online marketing and data protection laws of its jurisdiction in performing its obligations hereunder, and if Client has breached the foregoing, such breach shall be included in the definition of Client “material breach”.

29.	[Injunctive Relief.  The Client acknowledges that any event that results in a Client Material Breach of the Agreement may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain.  Accordingly, Client agrees that BlueRush shall have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any Client Material Breach.]

30.	Publicity. [The Parties shall work together in good faith to at least one mutually agreed upon press release within 90 days of the Effective Date, and Client agrees to reasonably cooperate with BlueRush to serve as a reference account upon request.

AND/OR BlueRush shall be permitted publicity about its association with the Client, which publicity shall include both press releases about the BlueRush association with the Client, and press releases about products released in connection with the BlueRush association with the Client. The Client shall provide prior approval of the press releases and prior approval of the use of the Client’s marks or logos, such approval not to be unreasonably withheld.] 

AND/OR  [Illustrative examples of the Client’s usage of the BlueRush product both during an initial Term or Renewal Term, and after the termination of this Agreement are hereby consented to by the Client, unless expressly revoked.]

31.	Miscellaneous. 

32.	“Writing” means any form of written communication, including electronic.

33.	Headings. Headings are for convenience only and do not form part of the terms of this Agreement.

34.	Relationship.  Except as expressly set out herein, nothing contained in this Agreement will create or imply any agency relationship between the Parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the Parties.

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

36.	Force majeure.  BlueRush obligations and the timeframes established under this Agreement or a Statement of Work shall be suspended to the extent and for the period that performance is prevented by reason of force majeure or any cause beyond the reasonable control of the BlueRush.

37.	Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

38.	Assignment. This Agreement is not assignable, transferable or sublicensable by Client except with BlueRush’s prior written consent. BlueRush may transfer and assign any of its rights and obligations under this Agreement without consent.  

39.	Entire Agreement. This Agreement is the most recent agreement between the Parties, superseding all previous written and oral agreements relating to the subject matter of this Agreement. The provisions of a SOW may contain additional terms than in this will control over any conflicting provisions in this Agreement except to the extent that a provision of this Agreement and schedules specifically states that a SOW may not provide different terms.

40.	Amendments. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein (the foregoing is the “Amendment Provision”). 

41.	Notices. All notices under this Agreement will be in Writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 

42.	Governing Law. This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. The Parties agree that all matters related to this Agreement, or any dispute between the Parties, shall be attorn to the exclusive jurisdiction of the courts of Ontario situated in the City of Toronto.

43.	Counterparts. This Agreement may be executed in counterparts and by means of facsimile or electronic signature.  Each of the counterparts, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same Agreement.

44.	Non-solicitation.  Neither Party shall not knowingly solicit, entice, or persuade any employees of the other Party to terminate their employment with the other Party or hire any such employees.  Any breach of the above-mentioned undertaking will, for such infringing party, result in a penalty equal to the annual salary of any person who has so left the employment of the other Party. Such penalty will be payable to the other Party, which will also be entitled to commence any proceedings that it deems appropriate in order to bring about a cessation of the breach and to claim damages caused thereby.]