EXHIBIT A - STANDARD TERMS & CONDITIONS
Version : 2021-04-17
These standard terms and conditions (“Standard Terms”) apply to and are part of the Agreement. In the event of a conflict
between the Agreement and these Standard Terms, the Agreement will control. Capitalized terms not defined herein have
the meaning set forth in the Agreement.
1. Use of Booxi Solutions and access to User Interface
1.1. Rights granted; reserved rights. Booxi grants the Client, for the Term of the Agreement, a personal, non-exclusive, nontransferable and non-assignable right to use the products ordered by the Client and described in the Quote (the "Solutions"),
in SaaS mode on the third-party servers, via a dedicated interface provided to the Client by Booxi (the "User Interface").
The User Interface is accessible on the internet by any person designated by the Client, an employee or officer of the Client or
any person acting on behalf and under the control and responsibility of the Client (a "User"), via personal and confidential
authentication credentials (the "Authentication Credentials"), from installed or mobile equipment of the Client. The maximum
number of named Users authorized to access the User Interface is specified in the Quote. The Client is responsible for its
Users’ use of the Solutions and User Interface, and the Client warrants that it, and each User, will respect the terms and
conditions of this Agreement, including without limitation the terms and conditions of any applicable privacy policy ("Privacy
Policy") made available to Users by Booxi. The most recent terms of the Privacy Policy apply at all times and are available
here: https://www.booxi.com/about/privacy-legal. The terms of the Privacy Policy will change from time to time, and it is the
Client’s responsibility to read them. If the terms of the Privacy Policy change significantly, Booxi will notify the Client in writing.
Except for the limited rights expressly set out herein, Booxi retains all title, rights and ownership to the Solutions, including all
modifications, versions, adaptations, copies, derivatives and enhancements thereof, and any related service, documentation
and material.
1.2. Restrictions. The Client expressly acknowledges and accepts that it is not authorized to (i) use the Solutions for purposes
or in a context different than contemplated in the Agreement and in the Documentation available online on the User Interface,
(ii) reproduce, on a temporary or permanent basis, all or any part of the Solutions, by any means and on any media, including
any server, (iii) correct any errors in the Solutions, or have same corrected by a third party, all such corrections to be performed
by Booxi, (iv) translate, adapt, arrange or modify the Solutions in any way, in whole or in part, or create derivative products
from the Solutions, (v) decompile all or any part of the Solutions or cause or allow them to be reverse-engineered, disassemble
or otherwise deduce or attempt to deduce the source code thereof or ideas underlying same, or their algorithms, structure or
organization, (vi) allow a third party other than a User to access or use all or part of the Solutions or the User Interface, without
the prior written consent of Booxi, (vii) create an unauthorized internet link to the User Interface, and (viii) distribute, market,
lease, sublicense, transfer or make all or part of the Solutions available to a third party.
2. Provision of Services
2.1 Booxi will provide to the Client the services ordered by the Client as described in the Quote (the "Services"). Booxi will
perform the Services with all due care and diligence, in keeping with industry standards.
3. Obligations of the Client
3.1. Cooperation. The Client will cooperate with Booxi in good faith throughout the term of the Agreement. The Client
specifically undertakes to (i) provide Booxi with complete, accurate and up-to-date information and documents necessary for
opening and managing its account, (ii) deploy competent personnel as required for implementing the Solutions and receiving
the Services, (iii) perform, within a period agreed upon with Booxi, the necessary parameterization and configuration of its
hardware and software for installing and using the Solutions, and (iv) comply with the usage instructions provided by Booxi.
3.2. Authentication Credentials; Content and Client Responsibility. The Client is solely responsible for the use, protection and
confidentiality of its Authentication Credentials and will take all necessary precautions such that no unauthorized person has
access thereto. All access to and use of the Solutions and the User Interface via the Authentication Credentials will be deemed
to be by the Client, who will be exclusively responsible therefore. In the event of the loss, theft or unauthorized use of the 
Authentication Credentials, the Client will inform Booxi thereof forthwith in writing in order that it may provide the Client with
new Authentication Credentials and take the necessary security measures. The Client is responsible for the integrity,
relevance, accuracy and legality of the content and Client Data on the Solutions, to take its own steps to maintain appropriate
security, confidentiality, protection and safeguarding of the Client Data (as described in Section 6.2b), including the use of
appropriate back-up and archiving. The Client remains responsible for handling and processing notices about the Personal
Information of its customers. The Client understands and accepts that Booxi is not responsible for any loss or corruption of
Client Data or other software. The Client recognizes that depending on the termination of the Customer's account and/or the
end of the use of Solutions, Booxi can immediately disable the Customer's account and delete the Client Data. The Client
further acknowledges that Booxi is not liable to the Client or any other third party for the termination or suspension of the
licences to Solutions or the removal of Client Data.
3.3. Network equipment and connections. The Client is solely responsible for installing the equipment, material, software and
network connections necessary to access the User Interface and use the Solutions, and for maintaining the same in operation.
4. Financial Conditions
4.1. Amounts due. As consideration for the use of the Solutions and the provision of the Services, the Client will pay Booxi the
amounts specified in the applicable Quote. In the event that any Initial Volume is exceeded, the Client will automatically owe
Booxi the additional amounts specified in the Quote.
4.2. Billing and payment terms. The Client will remit payment to Booxi within the term set forth in the Purchase Terms (the
“Term of Payment”) and in the currency set forth in the Purchase Terms (the “Currency”). Billing conditions are specified in
the Purchase Terms. All payments by the Client are non-recoupable and non-refundable, and made according to the payment
terms offered by Booxi. Any contestation of an invoice by the Client must be submitted in writing before the expiration of the
period for the payment thereof, with an explanation of the grounds for such contestation.
4.3. Late/missed payment. Any failure to pay an invoice when due will automatically give rise to a moratory late interest at a
monthly rate equivalent to one and a half percent (1.5%), compounded daily and payable monthly, as well as Booxi’ s
reasonable administrative recovery and collections costs and expenses. in event of non-payment, Booxi may suspend access
by the Client to the Solutions, User Interface and provision of any Service, in addition to other remedies pursuant with
Sections 10 and 11 below.
4.4. Increase. Booxi reserves the right to increase the Solutions fees once per calendar year provided that each annual increase
will be limited to six percent (6%) during the Initial Term only, with a written notice at least sixty (60) days in advance to the
Client.
5. Service Levels
5.1. Target Availability Rate. Booxi has for target (not guarantee) to meet 99.5% availability rate of the Solutions. If Booxi does
not meet the availability rate of the Solutions as below described, then Booxi will issue a service credit in the manner below
described if the applicable availability target is not achieved, subject to the overall and cumulative yearly limit of twenty-five
percent (25%):
Target (yearly) Service Credit
(yearly)
100-98% 0 %
98-95% 10%
< 95% 25%
The Solutions availability can be monitored at status.booxi.com. On this page, the Client has the possibility to opt-in for
updates on incidents and maintenance operations.
5.2. Service Credit. The service credit will, upon request, be issued in Booxi’s next invoicing of licenses for Solutions and is not
a refund of pre-paid amounts. If the availability target varies from one issued User licence location to another, the applicable
service credit will use a pro-rata method of location(s) of the affected User licence(s). 
5.3. The Client acknowledges and accepts that the integrity, relevance and accuracy of the Data collected and restored by the
Solutions on the User Interface have no effect on availability rates.
5.4. Exclusions Booxi offers no warranty and assumes no liability for the consequences of the unavailability of the Solution
resulting in whole or in part from one or more of the following: (i) malfunction or failure of the Client’s hardware or software,
(ii) interruption, failure or slowdown of the Client’s electronic communications network, including without limitation inability
to access Solutions due to its communications network, internet connection or point-of-sale network, (iii) use of the Solutions
or the User Interface by the Client or any User in a way that does not comply with the terms of the Agreement, (iv) downtime
or degradation due to Booxi's regular or emergency maintenance, support or maintenance, (v) downtime or degradation
resulting from software, (vi) downtime or degradation due to a security intrusion event or a "denial of service" attack from
external sources outside Booxi's reasonable control, (vii) interruption or inability to access the Solutions due to individual
modification of devices, operating systems or updates beyond Booxi's reasonable control, (viii) inability to access the platform
due to devices, versions, operating system and/or browsers that are incompatible with Booxi’s support (in the case of a native
application, Booxi will continually review the support of a device or browser and, as new operating systems emerge, Booxi
may stop supporting older or obsolete versions), (ix) force majeure including failures of hosting systems, third-party delivery
or other causes beyond the reasonable control of Booxi, or (x) breach by the Client to comply with its obligations under the
Agreement.
Booxi offers some standard connectors to connect the Solution to the Client’ system. Connectors implementation may require
Services to customize their settings and adapt them to the client’s system requirements.
In the following scenarios, the customization and settings may require additional Services to be adapted, at the Client’s
expense : (i) the Client configuration changed, and the custom setup no longer functions properly; (ii) the software partner for
which the connector is built is doing software updates and disrupts the custom setup; (iii) booxi updates its standard connector
following the partner software update and disrupts the custom setup. Booxi offers no maintenance or warranty on those
connectors and on customized work performed to connect the Solution to the Client’ system. The Client assumes the entire
liability for the maintenance of such connector and Booxi shall not be held liable for any interruption of the Solution in the
event of failure of these connectors due to a maintenance defect.
5.5. With the exception of the service levels specified in Section 5.1, Booxi provides no warranty regarding the Solutions or
the User Interface.
6. Ownership
6.1. Rights of Booxi. Booxi retains the ownership, title to and all intellectual property rights, including copyright, in or pertaining
to all or any part of the Solutions, as well as all developments, refinements, enhancements, versions, modifications,
adaptations, derivative works, updates or changes.
Booxi retains the ownership and all intellectual property rights pertaining to the User Interface, including without limitation
the form, design, presentation and structure of the User Interface and the Reports, tables and features thereof. The Client will
not delete, move or modify any confidentiality or copyright notice appearing on the User Interface, or reproduce any aspect of
the User Interface in whole or in part.
Except for the rights expressly granted to it hereunder, the Client does not hereby acquire any right in all or any part of the
Solutions or the User Interface.
Any feedback, comments or suggestions that the Customer provides or may provide about Booxi, the Solutions or Services is
entirely voluntary and Booxi remains entirely free to use feedback, comments or suggestions at its discretion and without any
obligation, compensation or recognition to the Client.
6.2. Indemnification of the Client for breach of intellectual property rights.
a. In the event of legal action based on infringement of intellectual property rights instituted by a third party against the Client
based on its use of the Solutions in compliance with the terms of the Agreement, the Client shall: (i) so inform Booxi as soon
as possible and provide it with all facts and information at the Client’s disposal, (ii) allow Booxi to intervene in the action and
conduct the defence thereof, (iii) allow Booxi to have full control over any negotiations with the third party, and not enter into
any agreement with that party, or (iv) provide Booxi with all reasonably necessary assistance, and take no position that 
conflicts with Booxi’s defence strategy. Provided such conditions are fulfilled, Booxi will indemnify the Client for any amount
the Client is judicially ordered to pay, and/or assume responsibility for paying any amount pursuant to an out-of-court
settlement with the third party, within the limits specified in Section 9 below. If a legal action occurs, or in Booxi’s opinion is
reasonably likely to occur, Booxi, at its expense and sole discretion, may, in addition to its indemnification obligations: (i)
procure the right to allow the Client to continue to use the Solutions or (ii) modify or replace the Solutions or any infringing
portions to become non-infringing.
b. Booxi assumes no liability or obligation to indemnify the Client pursuant to this Section if the third party’s action is related
to or results in whole or in part from (i) any modification of the Solutions by the Client or any third party under its authority or
control without the prior written consent of Booxi, (ii) use of the Solutions by the Client (or any third party under its authority
or control) in a manner that does not comply with the terms of this Agreement or the associated Documentation, or (iii) any
breach by the Client (or any third party under its authority or control) of its obligations or undertakings pursuant to this
Agreement. The provisions of this Section 6.2 describe the full extent of Booxi’s responsibilities and of the compensation the
Client can claim in the event of any complaint, claim or action by a third party in connection with the use of the Solutions,
exclusive of any claim for additional compensation, including damages and interest thereon.
7. Confidentiality
7.1 Each Party will maintain the confidentiality of all information and documents of the other Party that have not become
known to the public and that are communicated to the Party or to which the Party will have access in relation to the Agreement
(including the content of the Quote). In this respect, each Party will (i) not disclose such Confidential Information to third
parties, (ii) take all necessary measures to protect such Confidential Information against any unauthorized disclosure, (iii) only
disclose such Confidential Information to such of its employees, officers or other persons under their control who need to
know same for the performance of this Agreement, provided always that such employees, officers or persons are duly
informed of the confidential nature of the information they receive and are bound by confidentiality obligations similar to
those stipulated in this Section, (iv) not use such Confidential Information for other purposes than its own and only for the
purposes of performing this Agreement, and (v) inform the other Party forthwith of any breach of the confidentiality of its
Confidential Information of which it becomes aware or reasonably suspects.
8. Data
8.1. Ownership; Processing. The Client is the owner of all the Data issued or generated or collected via the Solutions and
restored on the User Interface (the "Data"). Booxi may not use the Data on its own behalf or assign or make the same available
to third parties. Notwithstanding the foregoing, the Client expressly authorizes Booxi to use the Data for its own analytical
and statistical purposes, in aggregated and anonymous form only.
8.2. Personal Data. To the extent that the Data may include personal information, the Parties agree that Booxi's processing
of any personal Data is subject to the terms and conditions of the Data Processing Agreement, which are incorporated and
made part of this Agreement.
9. Liability
9.1. Each of the Parties will be liable for damage caused to the other Party as a direct result of a breach of its obligations,
undertakings or warranties under the Agreement, or of its statutory or regulatory obligations.
9.2. The Client is solely responsible for (i) the confidentiality and security of its Authentication Credentials and any and all
consequences of the loss, theft or unauthorized use thereof, including any loss, destruction, or alteration of the Data or any
other damage thereto, (ii) the dissemination of its marketing campaign, and all information and data that it publishes on the
User Interface, and (iii) any use it makes of the Data.
9.3. Booxi expressly declines all liability for (i) indirect damages of any kind, (ii) loss of profits, turnover or markets suffered by
the Client, (iii) any damages resulting from use of the Solutions or the User Interface in a manner that does not comply with
this Agreement, and any and all breaches of this Agreement by the Client or the Users, (iv) any attack against the Client’s
information system, any intrusion, willful act of stemming, abuse or tempering, (v) any defect or malfunction of the equipment
or connections forming part of the Client’s network, (vi) any event of force majeure having an external cause beyond Booxi’s 
control and preventing, hindering or delaying Booxi from responding to its obligations, and (vii) other exclusions provided for
in this Agreement.
9.4. In any event, Booxi’s total and cumulative liability for any damage occasioned to the Client pursuant to this Agreement is
expressly limited to the amount paid for the Solutions by the Client during the six (6) months preceding the occurrence of the
damage.
10. Suspension
10.1. Conditions for suspension. Booxi has the right to suspend any access to the User Interface and the provision of the
Solutions, if Booxi has information or evidence establishing or giving it reasonable grounds to believe that the Client is using
the Solutions or the User Interface in a manner that does not comply with the terms and conditions of this Agreement or that
breaches the rights of Booxi or any third party, or applicable law upon a ten (10) days written notice, except if the urgency of
the situation warrants an immediate suspension. In addition, Booxi may suspend access to the User Interface and provision
of the Solutions if the Client has failed to timely make a payment and has not remedied such failure within ten (10) days of
receiving an initial notice of default (email may suffice).
10.2. Resumption of Solutions. In the event that Solutions is to be resumed following a suspension, the Client may be subject
to reconnection fees and will have to pay all amounts due before such resumption.
10.3. A suspension pursuant to the present Section will not give rise to any indemnification of the Client.
11. Term / Termination
11.1. Term. The term of this Agreement will commence as of the mutual signature of the Agreement (the “Effective Date”)
and continue for the duration set forth in the Purchase Terms (the “Initial Term”). Thereafter, the Agreement will be
automatically renewed for successive terms, the duration of which is set forth in the Purchase Terms (the “Renewal Terms
Duration”), unless either of the Parties sends a notice of termination to the other Party no later than three (3) months before
the expiration of the Initial Term or Renewal Term Duration then in effect.
11.2. Termination for breach. Either of the Parties may terminate this Agreement at any time, as of right, by registered letter
with return receipt requested, in the event of a serious or repeated failure by the other Party to perform its obligations under
the Agreement, thirty (30) days after sending a notice of default that has not resulted in the default being cured or immediately
where the default cannot be cured. Booxi will be entitled to terminate this Agreement as of right, ten (10) days after giving
notice of its suspension, if the Client has not remedied the situation or conduct that justified the suspension within that period,
or if the Parties have not reached an agreement on the rescaling of the infrastructure dedicated to the Client.
12. Final provisions
12.1. Advertising. The Client agrees that Booxi as well as its commercial partners are entitled to use the Client’s name and/or
trademark and/or logo as a reference in press releases, commercial documents or other such documents, as of the execution
of this Agreement.
12.2. Non-solicitation. The Client will not, without the prior written consent of Booxi, solicit directly or indirectly, employ or
retain the services of, or have one of its partners or service providers employ or retain, in any capacity whatsoever, any
employee or consultant of Booxi involved in the performance of this Agreement. This prohibition is valid for the entire term of
this Agreement and for a period of eighteen (18) months following its expiration or termination.
12.3. Assignment. The Client will not assign or transfer this Agreement without the prior written consent from Booxi, which
consent will not be unreasonably withheld.
12.4. Applicable Law / Competent jurisdiction. The Agreement is governed exclusively by the laws applicable in the province
of Quebec. Any dispute arising between the Parties will be referred to the exclusive jurisdiction of the courts having jurisdiction
in the judicial district of Montreal, Québec.
12.5. Relationship of the Parties. The parties are dealing with each other as independent contractors. Nothing in this
Agreement may be construed as creating or constituting an employee-employer relationship, partnership, joint venture,
franchise, or agency between the parties.
12.6. No General Waiver. Waiver of any one default will not waive subsequent defaults of the same or different kind, and no
failure or delay of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. 
12.7. Severability. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law,
such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest
extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
12.8. Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the
subject matter contemplated by this Agreement, superseding and replacing all prior or contemporaneous agreements,
communications, and understandings, both oral and written, regarding that subject matter.
12.9. Amendments. This Agreement may be amended only by a written agreement signed by authorized representatives of
both parties.
12.10. Counterparts; Execution. This Agreement may be executed in counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. Execution and delivery of this Agreement may be
evidenced by electronic means.
12.11. Notices. All notices, requests and other communications called for by this Agreement will be deemed to have been
given upon receipt of electronic sent mail notification if made by electronic mail and when actually received if sent by any
other means. Notices are to be sent to those addresses set forth in Section 1 (for notices to Booxi) and Section 2 (for notices
to Client) of the Purchase Terms or to such other addresses as may be directed by the parties to one another from time to
time. Notices to Booxi will not be deemed received unless and until a copy of such notice is received at legal@booxi.com