This document should be read in its entirety.  It sets out the terms under which you use the Credivera System.  Some of the clauses in this Master Services Agreement may affect the way you use the service or the way in which you deal with TerraHub Technologies Inc. (legal name), known as Credivera commercially.  

TERRAHUB TECHNOLOGIES INC MASTER TERMS  

("Master Terms") 

TERMS OF THIS MASTER SERVICES AGREEMENT: in consideration of all services that TerraHub agrees to provide in this Master Services Agreement and for which Customer agrees to subscribe to and pay Fees, the Parties enter into this contractual relationship subject to the following terms and conditions: 

DEFINITIONS AND INTERPRETATIONS 

"Confidential Information" means all information, data and financial information relating to each party's business, commercial strategies, pricing (including the Fees in this Master Services Agreement), personnel, customers, products or services of the Party, including Electronic Documents, but excludes any information that:  

was lawfully in the Party's possession before receiving it from the other Party,  

is provided in good faith to the Party by a third party without breaching any rights of the other Party,  

is or becomes generally available to, or accessible by, the public through no fault of either Party, or 

is independently developed by a Party; 

"Cover Page" means the cover page of this Master Services Agreement;  

"Deployment" means TerraHub's assessment of the work required by both TerraHub and Customer to facilitate electronic communication on the Credivera System, not limited to: infrastructure required to install, integrate and set-up the modules of the Credivera System, allowing system to system functionality, provided at the commencement of the Subscription to allow Customer access to the Credivera System, and does not include Professional Services;   

"Deployment Fees" means the amount TerraHub will charge Customer for Deployment as further set forth in Appendix "A";  

"Documentation" means any end-user instructional or supplementary materials in human or machine readable form, but only to the extent that TerraHub, in its sole discretion, makes such materials generally available for commercial distribution; 

"Effective Date" means the date that this Master Services Agreement becomes effective by and between TerraHub and Customer, as identified on the Cover Page, in the absence of a specific effective date being set out, the date of signature of this Master Services Agreement by TerraHub; 

"Electronic Documents" means documents used by users of the Credivera System, including (but not limited to) worker credentials, worker self-assessments, worker authorizations, background checks, health credentials, reference checks, project information, and team information exchanged on the Credivera System;  

"Fees" means amounts in Canadian dollars to be paid by Customer to TerraHub as set forth in this Master Services Agreement, including Subscription Fee, Deployment Fees, and Professional Fees as applicable under this Master Services Agreement;  

"Force Majeure" means fire, flood, natural disaster, any act of God, the elements, fire, riot, act of war (whether or not declared), terrorism, change in law, labour strikes, pandemic, Internet outages, communication or utility failures or any other cause beyond the reasonable control of TerraHub;    

"Harmful Components" means any software including but not limited to viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents; used to disrupt operations, gather sensitive information, gain access to private computer systems of inject spam, but does not include software that causes unintentional harm due to some deficiency;  

"Initial Term" has the meaning ascribed thereto in Section 5.1; 

"Intellectual Property Rights" means all patent rights (including patent disclosures and patent divisions, continuations, continuations-in-part, reissues, re-examinations, and extensions thereof), copyright rights, and other rights in works of authorship (including registered and unregistered copyrights and unpublished works of authorship), mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence in the Credivera System, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction; 

"In-Network Connected Company" means entities that are customers of TerraHub and which have ongoing business relationships with other TerraHub customers, including Customer. TerraHub providing services to any one In-Network Connected Company with whom Customer conducts business does not constitute competition or solicitation with respect to any one customer, and each customer is a separate contractual Party with TerraHub;  

"Party" means TerraHub or Customer and "Parties" means TerraHub and Customer; 

"Professional Fees" means the amount TerraHub will charge Customer for Professional Services as further set forth in Appendix "D";  

"Professional Services" means those services other than Deployment or provision of use of the Credivera System, that TerraHub has expressly agreed to provide to Customer, and are billed separate and apart from Deployment herein and described in Section 7, if applicable; 

"Renewal Term" has the meaning ascribed thereto in Section 5.1; 

"Service Levels" means the service quality guidelines provided by TerraHub as described in detail in Appendix "C";  

"Subscription" has the meaning ascribed thereto in Section 2.1; 

"Subscription Fee" means the entire amount specified in Appendix "B" payable by Customer for access and Use of the Credivera System for the duration of the Term; 

"Support" has the meaning ascribed thereto in Section 3.1(b); 

"Term" has the meaning ascribed thereto in Section 5.1;  

"TerraHub Network" means the Credivera System within which customers and In-Network Connected Companies can exchange Electronic Documents with each other over the Credivera System;  

"TerraHub Proprietary Information" means any information disclosed by TerraHub with respect to this Master Services Agreement or a proposed amendment to this Master Services Agreement which consists of information (including any copies, extracts, summaries or adaptations of such information), regardless of the form of its disclosure, that, by its nature or by the circumstances in which it is disclosed, ought reasonably to be considered to be confidential.  For greater certainty, the Credivera System and Documentation, as well as the service levels, specifications, performance restrictions and data configuration requirements of the TerraHub Network and any pricing for TerraHub's products and/or services shall be deemed to be TerraHub Proprietary Information; 

"Credivera System" is TerraHub's proprietary automated document communication infrastructure made commercially available which provides its customers with the ability to electronically exchange and verify Electronic Documents between multiple In-Network Connected Companies; 

"Use" means to allow access to the Credivera System in order to transfer Electronic Documents between In-Network Connected Companies. Use is deemed to occur where the Credivera System is accessed at any electronic device that initiates or is activated by any such process in the Credivera System, and does not include redistribution, remarketing, loaning, renting, sublicensing or otherwise making the Credivera System available or accessible to any third party outside of this Master Services Agreement; 

"User Data" means all electronic data or information, including Electronic Documents submitted and incorporated into the TerraHub Network by Customer and/or its Users; and 

"User" means Customer and its employees, representatives, agents, service provides and other users of the Credivera System, including In-Network Connected Companies, as authorized by Customer pursuant to this Master Services Agreement. 

GRANT OF LICENSE  

Subject to the payment of applicable Fees and other terms and conditions set forth in this Master Services Agreement, TerraHub hereby grants a world-wide, non-transferable non-exclusive, license to Customer, to access and to Use the Credivera System ("Subscription") as it exists at the Effective Date for the Term at the Service Levels described in Appendix "C" and with the Support described in Section 3.1(b), on the following terms: 

The license granted in this Section 2.1 does not include any right for Customer to use, or authorize the use of, the Credivera System (and Customer covenants that it will not use, or authorize the use of, the Credivera System): (a) for the benefit of any person other than Customer or its Users.  Without limiting the generality of the foregoing, Customer shall not rent, lease, lend or otherwise share the benefit of the Credivera System to or with any third party (other than its Users) or authorize any third party (other than its Users) to do so. 

Customer may not copy, modify, or create derivative works from or merge the Credivera System with or into other material to make an updated or different functionality. 

Customer shall use the Credivera System only in accordance with this Master Services Agreement, the Documentation and any instructions provided by TerraHub to Customer from time to time. 

Customer is solely responsible for compliance with any applicable laws and regulations and its own contractual obligations to third parties through use of the Credivera System. 

No license is granted to Customer for any of the underlying software, source code or object code in the Credivera System. 

Customer is solely authorized to access the Credivera System via an internet or mobile browser or through such other connections or methods that are compatible with the Credivera System, as determined by TerraHub.  Customer shall be responsible for procuring and maintaining all equipment (including hardware and software) and subscribing to all third-party services which are required for connection to and use of the Credivera System.   

Customer must adhere to all such specifications in configuring such connections to properly function with the Credivera System.  Customer may request that TerraHub assist in such configuration efforts, which assistance by TerraHub shall constitute Professional Services subject to Section 7. 

TerraHub is in no way responsible or liable for the provision or cost of connections (or upgrades thereto) or any related hardware or software required for the use of the Credivera System.  In addition, TerraHub shall not be required to make modifications to or upgrade the Credivera System to facilitate the connections and shall not be responsible or liable for the ability or inability of such connections to properly function or be compatible with the Credivera System, or for such connections to perform on behalf of Customer.  

TerraHub reserves the right to, at any time and in its sole discretion, audit Customer's use of the Credivera System to ensure it is being used in accordance with the terms and conditions of this Master Services Agreement. Customer agrees to cooperate with any such audit and provide reasonable assistance and access to relevant books, records and other information necessary to confirm such compliance. To the extent TerraHub determines following an audit that Customer has violated the terms and conditions of this Master Services Agreement, TerraHub reserves the right to take such action as it deems necessary, including but not limited to suspending or terminating the Subscription and terminating this Master Services Agreement with immediate effect.   

From time to time, TerraHub may in its sole discretion add new features to the Credivera System or otherwise modify or change the Credivera System (including its functionality, its visual design and "look and feel") as long as these modifications or additions do not impair the features of the Credivera System at the Effective Date. The Subscription includes any such addition of new features, and releases, modifications, improvements, enhancements, updates or other changes that TerraHub makes to the Credivera System, but TerraHub shall be under no obligation to develop new releases, modifications, improvements, enhancements, updates or other changes to the Credivera System. 

Customer is solely responsible for any User Data that is uploaded, published, displayed, linked to or otherwise made available to Customer or Users through the Credivera System, and Customer agrees and acknowledges the following: 

that the Credivera System is only a passive conduit for Customer's communication and interaction with Users and its handling of User Data; 

TerraHub takes no responsibility and assumes no liability for any User Data transmitted over the Credivera System. Customer understands and agrees that any loss or damage of any kind that occurs as a result of the transmission and/or use of any User Data made available or accessed through Customer's use of the Credivera System is solely Customer's responsibility;  

Customer agrees and acknowledges that TerraHub is not responsible, or liable to any User or third party, for the content or accuracy of any User Data, including but not limited to inaccurate, offensive, indecent, or objectionable User Data; and 

and Customer agrees that TerraHub shall not be liable for any damages Customer and/or its end user alleges to have incurred as a result of such User Data. 

SERVICES 

TerraHub will provide the following services to Customer in connection with the Subscription: 

TerraHub will initiate the Deployment, if applicable, as described in Appendix "A".  

TerraHub will provide to Customer email and telephone support for the Credivera System by TerraHub technicians from 8:00am to 5:00pm MST from Monday to Friday ("Support"). Emails and calls received outside of Support hours will be collected and a message taken, however no action can be guaranteed until the next working day.  

In the event the Deployment of the Credivera System is beyond the scope of a typical migration or requires customization of Customer systems, in TerraHub's reasonable assessment, TerraHub will advise Customer, and Customer may need to enter into a Professional Service as per Section 7 for completion of Deployment.  

Customer agrees that this Master Services Agreement does not apply any restriction on TerraHub's current or future work with other individuals, companies or businesses in the same industry and target markets as Customer.  

Customer agrees that TerraHub may reference Customer (through use of Customer's name and brand logo) in TerraHub's marketing and promotional materials as a customer of TerraHub. 

FEES AND PAYMENT 

In consideration of the license granted hereunder, Customer shall pay to TerraHub the Subscription Fee, the Deployment Fee and the Professional Fees (if applicable).  

TerraHub shall submit invoices to Customer for the Fees.  Customer shall pay TerraHub all Fees invoiced within thirty (30) days of receipt of an invoice. All fees shall be invoiced and paid in Canadian dollars. Any fees remaining unpaid after their due date shall bear interest at the rate of 1.5% per month (18% per annum) from such due date until paid. 

If Customer believes any adjustments are needed with respect to any invoices received from TerraHub, or if Customer has any other questions, disputes or concerns regarding any invoice provided by TerraHub, Customer shall notify TerraHub in writing within thirty (30) days after such invoice is received.  If Customer fails to notify TerraHub within such thirty (30) day period, TerraHub will not be required to investigate the matter or effect any related adjustment, absent any willful misconduct by TerraHub.    

All Fees payable by Customer hereunder are exclusive of, and Customer shall be solely responsible for, any and all taxes that may be levied or for which there is an obligation to collect, in connection with this Agreement, including HST, GST, provincial sales tax, or any other taxes which may be implemented in the future. 

Customer agrees to reimburse TerraHub for any and all collection related expenses incurred by TerraHub in the collection of any amounts owed to TerraHub pursuant to this Master Services Agreement. 

TERM AND TERMINATION 

This Master Services Agreement shall become effective as of the Effective Date and shall continue in full force and effect for a period of [one (1) year], unless earlier terminated in accordance with this Master Services Agreement or upon the mutual consent of the Parties (the "Initial Term"). Thereafter, the Initial Term shall automatically renew for successive periods of [one (1) year] (each a "Renewal Term" and, together with the Initial Term, the "Term"), unless either Party notifies the other of its intent not to renew upon written notice of no less than sixty (60) days prior to the end of the then-current Term. 

The Subscription Fee for all Renewal Terms shall be in accordance to market rates at that time.  TerraHub, in it is sole discretion will determine whether or not any further Deployment type services are required for any Renewal Term to ensure Customer and its users can continue to access the Credivera System.  Any such additional Deployment type services shall constitute Professional Service. 

TerraHub may terminate this Master Services Agreement at any time upon written notice to Customer if Customer is in breach of any of its obligations, representations or warranties pursuant to this Master Services Agreement and fails to rectify such breach within thirty (30) days after receiving written notice of the breach from TerraHub. Customer's failure to pay any Fees when due shall constitute a material breach of its obligations under this Section 5.3. 

Either Party may terminate this Master Services Agreement immediately upon written notice to the other Party if the other Party becomes insolvent, makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally. 

Either Party may terminate this Master Services Agreement at any time for any reason or for no reason by giving prior written notice of no less than ninety (90) days to this effect to the other Party. 

Upon termination or expiration of this Master Services Agreement for any reason:  

all rights granted to Customer hereunder, including the license granted pursuant to Section 2.1 shall immediately terminate; 

Customer shall, as directed by TerraHub, either delete, destroy or return any TerraHub Proprietary Information in the possession of Customer or its Users; 

TerraHub shall issue to Customer an invoice for all accrued Fees payable under this Master Services Agreement shall be immediately due upon Customer's receipt of such final invoice; 

Customer shall not be entitled to any refund of any Fees paid hereunder; and 

both Parties shall, in good faith, effect transition and decommissioning of Customer from Credivera System with TerraHub transition services to be billed as Professional Service, separate from any Subscription Fees owing.  Any Fees payable on account of Professional Services to effect such transition shall be paid by Customer prior to the commencement of any such transition services. 

In the event of a change in ownership in the corporate organization of either Party, whereby directly or indirectly, more than 50% of the voting securities or rights of the corporation are acquired by a third party, with respect to: 

Customer, the purchaser of such voting securities or rights of Customer shall be liable for Customer's obligations in this Master Services Agreement for the duration of the Term; or 

TerraHub, the purchaser of such voting securities or rights of TerraHub under this Master Services Agreement shall continue with the Master Services Agreement for the Term.  

THIRD-PARTY SOFTWARE & SERVICES  

Except to the extent the third-party software includes a written warranty in its packaging, TerraHub does not make any warranties or representations, either express or implied, with respect to the third-party software or any third-party service to be provided to Customer. Without limiting the foregoing, in respect of any third-party software or services, TerraHub expressly disclaim any warranties of quality, performance, merchantability or fitness for a particular purpose or non-infringement, and those arising by statute or otherwise in law or from a course of dealing, usage or trade thereof. 

PROFESSIONAL SERVICES  

In the event Customer requires consulting and/or technical services, including but not limited to further development of the Credivera System, training services, implementation, development, customization, deployment or updates in Renewal Terms, and related services or services beyond the scope of the services set forth herein, Customer may request from TerraHub the provision of additional professional services, separate and apart from the grant of Subscription herein.  If TerraHub agrees to provide such additional services, such additional services shall constitute Professional Services as further set forth in Appendix "D" and Customer agrees to pay Fees for such Professional Services, as further set forth in Appendix "D".  

REPRESENTATIONS AND RESPONSIBILITIES 

Each Party represents and warrants to the other Party that: (a) this Master Services Agreement has been duly executed and delivered by the Party and constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms; (b) it has the full right, power and proper authority to enter into this Master Services Agreement and to perform its obligations hereunder and the execution and performance of this Master Services Agreement do not violate the articles, charter or by-laws of such party or any contractual obligation of such Party; and (c) it will perform its obligations under this Master Services Agreement in accordance with all applicable federal, provincial and local laws, rules and regulations of any governmental authority. 

TerraHub will:  

perform the services described herein in a good and workmanlike manner, in accordance with the standards of care and diligence normally practiced by similar firms performing services and providing technology of a similar nature;  

take commercially reasonable measures to keep the Credivera System secure; 

retain all such rights and interests in and to the Credivera System as are necessary and sufficient to provide the Subscription; and 

make reasonable efforts to achieve the Service Levels in Appendix "C". 

Customer represents and warrants that it: 

is solely liable for determining whether the Credivera System is suitable for Customer, having regard to any applicable laws and regulations; and 

shall comply with all applicable laws and regulations, including but not limited to laws and regulations in respect of data protection, electronic communication, and privacy laws that apply to Customer in using the Credivera System, and Customer shall collect, store, use, and transfer all User Data relating to any end user in compliance with all applicable laws and regulations. 

Customer shall:   

cooperate with TerraHub and respond to all reasonable requests in a timely way, including but not limited to during Deployment;  

make reasonable efforts to report to TerraHub all malfunctions and errors it discovers in the Credivera System;  

maintain the confidentiality and security of all usernames and passwords issued to Customer and the Users;  

be responsible and liable for all activities conducted by its Users under such Users' usernames and passwords;  

immediately notify TerraHub in writing if it becomes aware of any unauthorized use of any username or any other security breach regarding the Credivera System;  

not resell the Subscription or authorize any third party (other than a User) to use or access those services without TerraHub's prior written consent; and 

ensure that it and the Users:  

have the knowledge, skill, technology and communications connections necessary to access and use the Credivera System, including a computer workstation or mobile browser with the minimum features specified by TerraHub from time-to-time;  

use the Credivera System in a manner consistent with all applicable laws and regulations; 

do not hack, reverse engineer, disable, disrupt or interfere with the functioning of the Credivera System;  

do not upload to, or transmit from the Credivera System anything that, if reproduced, published, transmitted or used, may be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone's privacy, may violate any law including but not limited to copyright, trade-mark, trade secret, patent, privacy or other laws, or may give rise to civil or other liability;  

do not upload or transmit, or permit anything to be uploaded or transmitted, to the Credivera System any data, file or software that contains any Harmful Components; and  

do not use the Credivera System for spamming, other advertising, other bulk message transmission or other similar activity that is objectionable to TerraHub in its sole discretion. 

Customer acknowledges that, as with all systems that permit messaging, document exchange, file upload or transmission, there is a risk that Customer or a User may send or receive a message, or upload or transmit a file, that contains Harmful Components, and that Harmful Components may cause damage to Customer's or the Users' computers, systems or electronic files, and may spread and may cause damage to other persons' computers, systems or electronic files.  TerraHub will take reasonable measures to guard against Harmful Components, but TerraHub shall not be responsible or liable for any damages (financial or otherwise) caused to Customer or any User by any Harmful Components.  

INTELLECTUAL PROPERTY, CONFIDENTIALITY AND PRIVACY 

As between TerraHub and Customer, TerraHub owns all right, title and interest in and to all aspects of the Credivera System including the underlying software(s) that operates the Credivera System, the graphical design and "look and feel" of the Credivera System and its user interface, code libraries, data exchange systems, and all modifications, customizations and additions thereto, and all work product created by or for TerraHub in association with the Credivera System, and all Intellectual Property Rights in the foregoing, excluding the User Data.  

Customer acknowledges TerraHub's ownership and Intellectual Property Rights and will not take any action to jeopardize, limit or interfere in any manner with TerraHub's ownership and rights with respect to the Credivera System and the Intellectual Property Rights. Customer agrees that nothing contained in this Master Services Agreement shall be construed to restrict any of TerraHub's rights of use of the same technologies, algorithms, methods, programming languages, interfaces and software architectural solutions for further work.  

Customer and its Users may download the Documentation to the extent necessary to Use the Credivera System for the purposes of this Master Services Agreement, but Customer may not otherwise copy, reproduce, republish, post, transmit, display, perform, distribute, modify or create derivative works from the Documentation without TerraHub's prior written approval. 

TerraHub does not own the User Data input or transmitted using the Credivera System.  TerraHub may manipulate, format, display, transmit to third parties and otherwise use the User Data as necessary to perform its obligations under this Master Services Agreement and to give effect to the Subscription granted herein, to provide Support to Customer and the Users, to develop, maintain and improve the Credivera System. TerraHub acknowledges that the User Data may contain Confidential Information, and TerraHub agrees not to disclose the User Data, or permit the User Data to be disclosed, except as permitted by this Master Services Agreement or as otherwise permitted or requested by Customer.  TerraHub will maintain the confidentiality of all User Data, and agrees to delete or destroy same upon final termination of this Master Services Agreement.   

Either Party shall hold and maintain in strict confidence all Confidential Information of the other Party and shall: (a) use at least the same degree of care to prevent unauthorized use and disclosure of the Confidential Information as such Party uses with respect to its own Confidential Information of a similar nature, provided that in all cases, the manner and method used to prevent unauthorized use and disclosure is commercially reasonable in the circumstances; (b) use such Confidential Information only in performance of its obligations under this Master Services Agreement; and (c) not disclose or grant access to such Confidential Information to any third party without the express prior written consent of the other Party. Notwithstanding the foregoing, a Party may disclose the Confidential Information the other Party to its consultants, directors, officers and employees, but only to the extent to which such disclosure is necessary in furtherance of this Master Services Agreement, provided that such Party shall procure from such persons commitments to treat and maintain the Confidential Information in strict confidence and secrecy and to not use the information for any purpose whatsoever except in the performance of their duties in furtherance of this Master Services Agreement. 

A Party shall provide prompt written notice to the other Party of any actual or potential unauthorized disclosure or unauthorized use of Confidential Information and shall assist the other Party in the remedying to prevent and/or stop the disclosure or use of such Confidential Information. In the event a Party becomes legally compelled to disclose any Confidential Information, such Party shall provide the other Party with prompt prior written notice of such requirement so that such Party may seek a protective order or other appropriate remedy. 

TerraHub acknowledges that in connection with providing services pursuant to this Master Services Agreement, it may be provided with, have access to, or otherwise collect on behalf of Customer, personal information (which includes all information about an identifiable individual, as defined by Canadian privacy laws).  TerraHub agrees:  

not to use such personal information for any purpose other than as necessary to provide services pursuant to this Master Services Agreement;  

not to disclose such personal information to any person except:  

authorized employees and consultants who require access to such information in order to provide services pursuant to this Master Services Agreement and who are bound by obligations of confidentiality with respect to such information; 

as authorized in writing by Customer; or 

where required by law;  

to use reasonable physical, organizational and technological security measures that are appropriate having regard to the sensitivity of the information to protect such personal information against loss, theft and unauthorized access, disclosure, copying, use, modification or disposal;  

to notify Customer of any enquiry received from an individual relating to, among other things, the individual's right to access, modify or correct his or her personal information; 

to notify Customer of any actual or suspected loss, theft or accidental or unauthorized access, disclosure, copying, use, or modification of personal information;  

upon termination of this Master Services Agreement or upon request of Customer, whichever comes first, to immediately cease all use of and securely return to Customer or, at the direction of Customer, securely dispose of or destroy all such personal information in TerraHub's possession or control; and 

otherwise comply at all times with applicable Canadian privacy laws in respect of such personal information.  

NON-COMPETITION AND NON-SOLICITATION 

Customer hereby agrees that during the Term and for twelve (12) months following termination of this Master Services Agreement for any reason or cause: 

Customer is prohibited, either directly or indirectly, through its own directors, officers, personnel, agents, representatives or through third parties, either as an individual or as a partner or in a joint venture or as a consultant, employee, principal, organization, syndicate, company or corporation, or in any manner, from directly or indirectly offering any products or services competitive to or related to the Credivera System in any manner whatsoever; and 

Customer shall not directly or indirectly, through its own directors, officers, personnel, agents, representatives or through third parties, either as an individual or as a partner or in a joint venture or as a consultant, employee, principal, organization, syndicate, company or corporation, or in any manner do or attempt to induce or cause or attempt to solicit, induce or cause any of TerraHub's employees, contractors, sub-contractors or any TerraHub personnel to terminate their employment or relationship with the TerraHub and shall not, directly or indirectly, hire or engage or attempt to hire or engage any individual who shall have been an employee of TerraHub, whether for or on behalf of Customer or for any entity in which Customer shall have a direct or indirect interest (or subsidiary or affiliate of any entity, whether as a proprietor, partner, co-venturer, financier, investor or stockholder, director, officer, employer, employee, servant, agent, representative or otherwise). 

INDEMNIFICATION  

Customer agrees to defend, fully indemnify and hold harmless TerraHub and its directors, officers, employees, agents, contractors, successors and assigns from and against any and all liabilities, damages, harm, losses, costs, penalties, and expenses (including attorneys' fees) arising out of any claim, complaint, suit, proceeding, or cause of action, brought against any of them by a third party relating to or resulting from any use or misuse of the Credivera System by Customer or its User. 

DISCLAIMER OF WARRANTIES 

TerraHub shall not be liable or responsible for any User Data, nor be liable to Customer or any User or any third party for any claims or damages whatsoever in connection with the User Data.   

Subject to the warranties and representations made by TerraHub herein, Customer's exercise of this Subscription is at Customer's sole risk and liability; Customer access and Use of the Credivera System is at Customer's own risk, and the Credivera System is provided "AS IS" and "AS AVAILABLE" to the maximum extent permitted by law. That means TerraHub do not provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. In particular, Customer acknowledges that TerraHub makes no warranties with respect to: 

using third-party vendors and hosting partners to provide the necessary hardware, application, networking, storage, and related technology required to run the Credivera System;  

the technical processing and transmission of any User Data; 

Credivera System meeting Customer's specific requirements or expectations;  

the results that may be obtained from the use of the Credivera System including but not limited to accuracy or reliability; or 

statements or conduct of any third party using the Credivera System.  

TerraHub disclaims and will not be bound by any representations, warranties, conditions or guarantees whatsoever, whether express or implied, other than the ones explicitly set forth herein. 

EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER SERVICES AGREEMENT, TERRAHUB MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HARDWARE, SYSTEM OR SERVICES THAT MAY BE UTILIZED AS PART OF THIS MASTER SERVICES AGREEMENT OR OTHERWISE, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TERRAHUB SPECIFICALLY DISCLAIMS ANY COLLATERAL WARRANTIES AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TERRAHUB DOES NOT REPRESENT OR WARRANT THAT THE HARDWARE, SYSTEM OR TERRAHUB SERVICES WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR ERRORS OR THAT THE HARDWARE, SYSTEM OR SERVICES ARE DESIGNED TO MEET CUSTOMER'S BUSINESS REQUIREMENTS. 

LIMITATION OF LIABILITY 

CUSTOMER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY ON THE PART OF TERRAHUB UNDER THIS MASTER SERVICES AGREEMENT (INCLUDING FOR BREACH OF ANY PROVISION OF THIS MASTER SERVICES AGREEMENT, FUNDAMENTAL BREACH OR ANY OTHER BREACH GIVING RISE TO LIABILITY OR ARISING OUT OF OR RELATED TO THIS MASTER SERVICES AGREEMENT, HARDWARE, SYSTEM OR SERVICES IN ANY OTHER WAY), FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO CUSTOMER'S ACTUAL DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL SUBSCRIPTION FEES PAID TO TERRAHUB BY CUSTOMER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL TERRAHUB OR TERRAHUB SUBSIDIARIES BE LIABLE TO CUSTOMER OR ITS SUBSIDIARIES OR ANY OTHER PERSON, FIRM, CORPORATION OR ENTITY FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, MULTIPLE, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS, LOSS OF REVENUE, WORK STOPPAGE, DATA LOSS OR COMPUTER MALFUNCTION, OR ANY DAMAGES IN THE NATURE OF LOST OPPORTUNITY COSTS OR COSTS FOR PROCUREMENT OF AN ALTERNATIVE TO THE HARDWARE, SYSTEM OR SERVICES PROVIDED UNDER THIS MASTER SERVICES AGREEMENT, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR OTHERWISE, EVEN IF TERRAHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT IN NO EVENT WILL TERRAHUB'S DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, ORDINARY, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES ARISING OUT OF THIS MASTER SERVICES AGREEMENT. TERRAHUB SHALL NOT HAVE ANY LIABILITY REGARDING DELIVERY OR FAILURE OF DELIVERY OF ANY PACKAGE OR FREIGHT, EITHER BY OR TO CUSTOMER, OR IN RESPECT OF DELIVERIES FACILITATED BY CUSTOMER, REGARDLESS OF THE CAUSE OF SUCH LOSS OR DAMAGE. 

IN NO EVENT SHALL EITHER PARTY HAVE LIABILITY TO THE OTHER PARTY, OR ANY OTHER THIRD PARTY, FOR LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY ARISING OUT OF, OR RELATING TO, THIS MASTER SERVICES AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE PARTIES AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK.  TERRAHUB WILL NOT BE LIABLE IN ANY WAY TO CUSTOMER OR THE USERS FOR ANY DAMAGE, LIABILITY, COST OR EXPENSE INCURRED BY ANY OF THEM AS A CONSEQUENCE OF RECEIVING ANY HARMFUL COMPONENT THROUGH USE OF THE CREDIVERA SYSTEM OR THE SERVICES OR AS A CONSEQUENCE OF AN INTENDED RECIPIENT NOT BEING ABLE TO SEND OR NOT RECEIVING A TRANSMISSION THROUGH THE USE OF THE CREDIVERA SYSTEM OR THE SERVICES. 

GENERAL PROVISIONS 

Customer may only assign this Master Services Agreement with the prior written consent of TerraHub, which consent will not be unreasonably withheld. This Master Services Agreement shall be binding upon and inure to the benefit of the Parties to this Master Services Agreement, and their respective successors and permitted assigns.  TerraHub may assign this Master Services Agreement in full without the prior consent of Customer to a successor to all or substantially all of TerraHub's business or assets, whether by way of merger, consolidation, sale of shares, sale of assets, operation of law, or otherwise. 

This Master Services Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior proposals, agreements or understanding between the Parties, whether oral or written with respect to the subject matter.  Unless made in writing and executed by duly authorized representatives of all Parties to this Master Services Agreement, no amendments or modifications to this Master Services Agreement shall be binding.  The terms of any document submitted by Customer to TerraHub from time to time shall be of no force or effect to the extent that they are inconsistent with the terms of this Master Services Agreement. 

Customer has carefully read and considered the provisions of this Master Services Agreement and, having done so, agrees that any restrictions set forth herein are fair and reasonable and are reasonably required for Customer's access and Use of the Credivera System, and for the protection of the interests and business of TerraHub. 

Sections 5, 6, 8-13 and 14.12 shall survive termination of this Master Services Agreement. 

The invalidity or unenforceability of any term or provision of this Master Services Agreement will not affect any other term or provision of this Master Services Agreement; the remaining terms and provisions will continue in full force and effect. To the extent reasonably possible, the Parties will negotiate in good faith to agree to a substitute term that will be as close as possible to the intention of any invalid or unenforceable term if rendered valid and enforceable.  Regardless, the invalidity or unenforceability of any term in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable. 

Any appendices, attachments and schedules referred to in this Master Services Agreement and attached hereto or thereto are incorporated herein or into this Master Services Agreement by reference to the same extent as if set forth in full in this Master Services Agreement.  In the event of any inconsistency between any appendix, attachment or schedule and the main body of this Master Services Agreement, the terms and conditions of the main body of this Master Services Agreement shall prevail unless otherwise expressly provided to the contrary in such appendix, attachment or schedule or in this Master Services Agreement. 

Neither Party hereto shall, by mere lapse of time without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party of any provision of this Master Services Agreement.  Failure by either party to enforce any term of this Master Services Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Master Services Agreement. 

This Master Services Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement between the Parties. 

Each Party agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Master Services Agreement. 

This Master Services Agreement will be governed by and construed in accordance with the laws of the province of Alberta.  The Parties hereby attorn irrevocably to the exclusive jurisdiction of the Alberta courts in Calgary, Alberta. 

All notices ("Notice") under this Master Services Agreement shall be in writing and shall be deemed given: 

when delivered personally by hand (with written confirmation of receipt),  

when sent by email (with written confirmation of transmission),  

one (1) business day following the day sent by overnight courier (with written confirmation of receipt), or 

if mailed by registered, certified or express mail, either five (5) days after the date on which the envelopes containing the Notice and copy are deposited in the mail, properly addressed, and with sufficient postage prepaid, or on the actual date of receipt, whichever is earlier, in each case at the addresses and facsimile numbers as provided on page 1 of this Master Services Agreement (or to such other address or facsimile number as a party may have specified by Notice given to the other party pursuant to this provision). 

Except for the right of either Party to apply to a court of competent jurisdiction for interim or interlocutory relief or other provisional remedy to prevent irreparable harm pending final determination or to pursue a claim for infringement of any intellectual property right, in the event of any dispute or controversy between the Parties arising out of or relating to this Master Services Agreement (each, a "Dispute"), the Parties shall first attempt to resolve any such dispute or controversy by way of good faith negotiations between the Parties which negotiations should not terminate until the Dispute has been considered by a senior officer of each Party.  In the event that any such dispute or controversy cannot be resolved within thirty (30) days of the commencement of negotiations between the Parties, the Parties shall be entitled to seek all remedies available to it by law or equity to resolve such dispute.  

The Parties will execute and deliver to each other all other supplemental agreements and other instruments and take any other actions necessary to give full effect to this Master Services Agreement and to make this Master Services Agreement legally effective, binding, and enforceable as between them and as against third parties. 

TerraHub will not be in breach of this Master Services Agreement or other liable to Customer for any delay in performance or any non-performance of any obligations under this Master Services Agreement (and the time for performance will be extended accordingly) if and to the extent of the delay or non-performance is a result of Force Majeure. If the Force Majeure continues for a period in excess of ninety (90) days after it is declared as Force Majeure, then the Parties may terminate this Master Services Agreement. 

Nothing in this Master Services Agreement shall constitute or be deemed to constitute one party as agent for the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. 

All transactions concluded through Use of the Credivera System or the TerraHub Network by Customer shall be between Customer and other Parties to that transaction pursuant to the terms and conditions agreed upon by Customer and those Parties.  TerraHub shall not be a party to any transaction or contract concluded through Use of the Credivera System or the TerraHub Network. 

Execution and delivery of a facsimile transmission of this Master Services Agreement or execution and delivery of this Master Services Agreement in a PDF or similar document-scanning file format shall constitute, for purposes of this Master Services Agreement, delivery of an executed original and shall be binding upon the party whose signature appears on the transmitted copy.  Any party so executing this Master Services Agreement hereby undertakes to originally-execute and deliver to the other party hereto a copy of this Master Services Agreement as soon as possible after execution by facsimile and execution and transmission in PDF and other document-scanning programs.  

Deployment Services and Fees  

(Referred to as APPENDIX "A" in Master Terms) 

DEPLOYMENT SERVICES and DEPLOYMENT FEES 

Deployment Service (the services shall include all services set out in a Statement of Work) shall commence on the Effective Date.  Customer shall pay the deployment fees set forth in this Appendix "A" to TerraHub ("Deployment Fees") in accordance with the Master Terms, and:  

Customer will be billed the Deployment Fees on the Effective Date.  Any additional Deployment Services required (not set forth below) will be added as an addendum to this Appendix A. 

TerraHub reserves the right to suspend Deployment Service and any access to the Credivera System in the event Customer is in breach of any of its obligations hereunder, including the payment of Deployment Fees. 

Subscription Plan 

(Referred to as APPENDIX "B" in Master Terms) 

 SUBSCRIPTION FEES 

In addition to Deployment Fees, Customer shall pay to TerraHub the Subscription Fee, payable in yearly installments based on user count. 

Service Level Guidelines  

(Referred to as APPENDIX "C" in Master Terms) 

WHEREAS in consideration of the Credivera System being Internet-based, and the Parties acknowledge that the Internet is neither owned nor controlled by any one entity, therefore TerraHub cannot warranty or guarantee that Customer will be able to access the Credivera System at any given time with respect to causes beyond the control of TerraHub described in detail in Section 4 below. Accordingly, the quality levels set out in this Appendix are voluntary which TerraHub has taken on itself, and do not constitute a pledge or guarantee of services owed by TerraHub: 

TerraHub will be responsible for the maintenance and performance of the Credivera System as follows: 

Perform ongoing monitoring to ensure that outages and errors are quickly identified and corrected; 

Take all reasonable measures to address technical or user issues identified by Customer; and 

Update the Credivera System to ensure that it meets all required technical specifications including but not limited to making the updates necessary to ensure accessibility. 

TerraHub endeavours to provide 99.99% uptime, and the following definitions shall apply:  

"Downtime" means the inability of Customer to access the Credivera System, excluding issues local to Customer's premises, Force Majeure, or upstream Internet connectivity; and 

"Uptime"—the time that the Credivera System is working and available to Customer.  Limited or partial availability the Credivera System to Customer will not be counted towards any Downtime. 

TerraHub may be required to complete both routine and scheduled, and non-scheduled maintenance of the Credivera System, and Customer hereby consents to TerraHub performing such maintenance of the Credivera System as required, giving Customer as much prior notification as is practicable.  

TerraHub shall not be liable for problems, disruptions, interruption or failure of telecommunication or digital transmission links, failure of data transmission, delays or other failures or causes outside of TerraHub's control, and which by exercise of commercially reasonable diligence TerraHub is unable to overcome, including but not limited to:  

misuse by Customer and\or Users; 

due to internet service provider, hosting provider, hostile network attacks, network congestion;  

any fault or negligence on the part of Customer or Users, including any failure or delay in recovery of service attributable to the failure of Customer or User to advise TerraHub promptly of the interruption or failure;  

any services or equipment directly provided by Customer, Users, or any of Customer's third-party vendors/suppliers; 

any failure of Customer or User to provide a suitable environment for, or to properly maintain, any computer equipment and/or hardware used to access the Credivera System;  

any loss of or interruption in the source of power, systems, or connections provided by suppliers by subcontractors; and 

any Force Majeure occurrence. 


Professional Services 

(Referred to as APPENDIX "D" in Master Terms) 
These Professional Services as outlined in a Statement of Work, will commence on [XXX] (the” Effective Date”) and, unless terminated earlier as provided in the Agreement, will continue until [XXX].  

The Statement of Work outlines key delivery dates ("Key Delivery Dates") the achievement of which will form part of the acceptance criteria ("Acceptance Criteria") for the Non-Subscription Services, Deliverable or interim milestone provided or performed by TerraHub.