Terms of Service

Get ResQ Ltd. and any of its subsidiaries, ("ResQ", "we", "us", or "our") provide Software and  services as further described in these Terms of Service (the "Terms") and on the Website (as defined below). These Terms apply to anyone signing up to create an account ("Client", "Clients", "you", or "your") either directly through the Website, through an Order Form (as defined below), or by singing a Service Agreement, or through an authorized representative ("Partner Organization") in order to access and use the Services provided under these Terms.

THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO AGREE TO THESE TERMS AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE, ANY OF ITS CONTENT OR ANY OF THE SERVICES.

‍1. DEFINITIONS

‍"Aggregated Client Data" means Client Data retained by ResQ that can no longer be linked to Client or does not identify or permit identification of Client or any End User;

"Agreement" means these Terms and the applicable Order Form as submitted by Client and accepted by ResQ pursuant to Section 2.1;

"ResQ Technology" or "ResQ Platform" means the ResQ proprietary technology that allows ResQ to provide the Services, including the ResQ Website, mobile app(s), or other mutually agreed upon means;

"Client Data" has the meaning given to it in Section 5.2;

"Documentation" means "how to" user guides and reference materials on the Website for the Services;

"End User" means a customer or end user of Client, or an individual who interacts with Client;

"Fees" means the applicable fees payable by Client to ResQ for the right to receive access to the Services, all as further described on the Website and in the Documentation;

"Order Form" or “Service Agreement” means a form or agreement used by Client to start using some or all of the services offered by ResQ as described in that form and subject to these Terms, either through an automated process on the Website or by of an electronic form;

"Privacy Policy" means the ResQ Privacy Policy, as may be amended or restated from time to time;

"Services" means use of the features and functionality of the ResQ Platform by businesses;

"Subscription Term" means the term for the Services set forth in the applicable Order Form or Service Agreement.

"Website" means GetResQ.com or such other URL as indicated by ResQ from time to time, or ResQ mobile apps where information regarding and access to the Service is available.

‍2. LICENSE TERMS

‍2.1 Agreement. This Agreement shall be deemed to have come into force on (i) Client having submitted an Order Form or Service Agreement to ResQ; and (ii) ResQ having sent Client written confirmation (by email, through the Website, or otherwise) confirming acceptance of such Order Form or Service Agreement.

2.2 ResQ Account. The Client must have an account on the ResQ Platform in order to use the Services. To provision an account, Client will be asked to provide certain basic information including, but not limited to, Client's company name, address, main contact person including that person's telephone number, email address and credit card details. All financial information is held by ResQ's payment gateway and ResQ will hold Client's personal information in accordance with the terms of the Privacy Policy. Client is responsible for all activities that occur in its accounts and for maintaining the security and confidentiality of any login details to such accounts. When logging into an account Client may be required to select and subscribe to a subscription plan, or a revenue share agreement.

2.3 Setting up the Services. The Client will comply with the technical requirements and specifications of the Services together with any other requirements and specifications ResQ may specify in writing from time to time. These technical specifications may include supplying ResQ with a catalog of Client's business locations, or staff. Client shall be solely liable for performing these operations. ResQ does not warrant any dates stated in any agreement. Furthermore, Client shall comply at all times with ResQ's policies that include the Privacy Policy. Client acknowledges that these policies may be updated from time to time to reflect ResQ's practices and new products/services. In the event of any material change to these policies, ResQ shall communicate these changes in advance.

2.4 Measurements and Performance Report. Client acknowledges and agrees that ResQ's measurements are final and shall prevail over any other measurements. ResQ grants Client access to an online interface to access statistics on a daily basis and control its account through the Website. Statistics are updated with a maximum delay of 72 hours. Any modifications made and approved (either by Client or upon Client's instruction), including, but not limited to, budget adjustments or pausing the Services, are solely Client's responsibility and Client shall be liable for any costs incurred as a result of modifications. Client grants ResQ permission for ResQ to make modifications on its behalf in accordance with any specific instructions communicated in writing. Furthermore, Client is responsible for the use and storage of its personal and confidential password and ID and shall immediately notify ResQ in writing of any loss or involuntary disclosure thereof.

2.5 Commercial License. Subject to payment of the applicable Fees, ResQ hereby grants to Client a non-exclusive, non-transferable internal license to use and access the Website and user interface for the purpose of using the Services during the Term.

2.6 License Restrictions. All software provided is licensed; not sold. Client shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, timeshare or otherwise make the Services available to any third party. Client shall not (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (ii) circumvent any user limits or other use restrictions that are built into the Services; or (iii) access the Services in order to build a competitive product or Services or copy any ideas, features, functions or graphics of the Services.

2.7 Restrictions on Use of the Services. Client shall not (a) use, or permit the use of, the Services for an illegal purpose, criminal offense, infringement of any intellectual property rights, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass ResQ's network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the ResQ Technology or modify, alter, or deface any of the trademarks, servicemarks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to Client. Client further shall not use the Services in a manner that:

(a) infringes or violates the intellectual property rights or any other rights of anyone else (including ResQ);

(b) violates any law or regulation, including any applicable export control laws;

(c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d) jeopardizes the security of Client's ResQ account or anyone else's (such as allowing someone else to log in to the Services as Client);

(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) runs any form of auto-responder or "spam" on the Services, or any processes that run or are activated while Client are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); or

(h) "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or any content therein (through use of manual or automated means).

2.8 Lawful purposes. Client will at all times meet Client's obligations hereunder, and comply with any and all laws, regulations and policies that may apply to Client's use of the Services, including rules governing export or import of software and laws relating to collection and use of personal information. Client agrees to use the Services solely for lawful purposes only. Client will not, without limitation: (i) use the Services to manage any illegal operations; (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on the Website); (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or internet connection of ResQ or any third party through Client's use of the Services.

2.9 Third Party Software. The technology underlying the Services may incorporate and embed software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the ResQ Technology falls under the scope of this Agreement. Such third party software is licensed; not sold and will be provided to Client on the license terms of this Agreement unless additional or separate license terms apply as indicated at the time of account access.

3. PROPRIETARY RIGHTS, DATA TERMS AND CONFIDENTIALITY

‍3.1 Exclusive Ownership. Except for the rights and licenses granted in this Agreement, Client acknowledges and agrees that any and all rights, including intellectual property rights, in and in respect of the software and technology used to provide the Website and Services are and shall remain the exclusive property of ResQ and its licensors. Nothing in this Agreement is intended to transfer any such rights to, or to vest any such intellectual property rights in, Client. Client is only entitled to the limited use of the intellectual property rights granted to Client in this Agreement. The Client will not take any action to jeopardize, limit or interfere with ResQ's intellectual property rights. Any unauthorized use of ResQ's intellectual property is a violation of this Agreement as well as a violation of intellectual property laws and treaties including, without limitation, copyright laws and trademark laws.

3.2 Client Data. As between Client and ResQ, Client owns and retains ownership of personal information and data provided by or in connection with End Users as a result of the use of or otherwise in connection with the Services; and Client graphics, text, data, links and/or other creative elements supplied by Client to ResQ ("Client Data"). Client hereby grants and agrees to grant ResQ a worldwide, royalty-free, and non-exclusive license during the term of Client's subscription to access Client Data in order to provide the Services, including storing, hosting and management of such Client Data. Client understands that ResQ, in performing the required technical steps to provide the Services, may (a) transmit or distribute Client Data over various public or private networks and in various media; and (b) make such changes to Client Data as are necessary to conform and adapt that Client Data to the technical requirements of connecting networks, devices, Services or media. Client confirms, warrants and represents to ResQ that Client has all the rights, power and authority necessary to grant rights contemplated in this Section 5.2 and that the use of Client Data in the manner contemplated will not infringe upon the rights of any third party.

3.3 Aggregated Client Data. Client acknowledges and agrees that ResQ may use and retain Aggregated Client Data during and beyond the term of Client's subscription for the purpose of developing and improving ResQ's services offerings.

3.4 Suggestions. ResQ shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Services.

‍4. CONFIDENTIALITY AND NON-DISCLOSURE

‍4.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, Client Data, the Software, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

4.2 Obligations. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

4.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

4.4 Remedies. The Receiving Party agrees to notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information of the Disclosing Party. In the event of such unauthorized disclosure or if the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

‍5. TERM AND TERMINATION

‍5.1 Services Period and Renewals. Your Subscription Term will be set forth in the Order Form or Service Agreement.

5.2 Termination for Breach. Without prejudice to any other rights and remedies, either party may terminate the Agreement with immediate effect upon written notice to the other party if: (a) the other party commits a material breach of any of its obligations under the Agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice of breach from the non-breaching party; (b) a force majeure event (as described below) continues for a minimum period of two months; or (c) either party becomes insolvent, goes into liquidation, appoints an administrative receiver or analogous proceedings under relevant local law. Expiration or termination (for any reason) of the Agreement shall not affect any accrued rights or liabilities which either Party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.

5.3 Services Suspension or Termination by ResQ. Without limiting other remedies, ResQ may limit, suspend, or terminate this license and Client's use of the Services, prohibit access to the Website and delete Client's user account and/or user ID, with immediate effect, if any outstanding invoices are more than 30 days past due; if we think that Client is in breach of this Agreement, creating problems, legal liabilities (actual or potential), acting inconsistently with respect to our policies (which can be found in the Privacy Policy) infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities; or for any other reason, at our sole discretion. ResQ shall effect such termination by providing notice to Client to the email address Client has provided (if any), and/or by preventing Client's access to Client's account.

5.4 Effect of Termination. Upon termination of this Agreement, the Services shall terminate and ResQ will terminate Client's account within thirty (30) days. ResQ will not be liable in respect of any damage caused by the termination of this Agreement or closure of Client's account.

‍6. COMMERCIAL TERMS

‍6.1 Fees and Payment. You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable.

6.2 Subscription Fees and Payment. If you are paying via a credit card, ACH, EFT, or other electronic payment systems, you authorize us to charge your credit card or bank account for all fees. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party.

‍7. CHANGES TO SOFTWARE, SERVICES AND AGREEMENT

‍7.1 Updates to Agreement. ResQ reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website and/or providing a copy of this Agreement to Client's account by email. The revised Agreement shall become effective within ten (10) business days of such publication or provision to Client, unless Client expressly accepts the revised Agreement earlier by clicking on the accept button. Client's express acceptance or Client's continued use of the Services after expiry of the notice period of ten (10) business days (being weekdays excluding any statutory holidays in Ontario), shall constitute Client's acceptance to be bound by the terms and conditions of the revised Agreement.

7.2 Changes to ResQ Technology. ResQ may alter, update or upgrade the ResQ Technology from time to time. Updates and upgrades to core framework and plug-ins will be processed automatically.

7.3 Changes to Fees and Services. ResQ may change the Services, any Services fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to Client by posting the change on the Website, sending notice via an email to the email address Client provided on registration, a message on Client's invoice, in writing, or any other notice method likely to come to Client's attention. If Client does not accept the change, Client's sole recourse is to terminate the Services.

‍8. PROFESSIONAL SERVICES

‍8.1 Professional Services. One-off consulting and professional Services may be requested from and agreed on by ResQ, including customized features and assistance with custom-website builds. All Services should be requested via the Website or by contacting us by email found on the contact page on the Website. 8.2 If any work product or deliverables are generated through the provision of professional services under this Agreement ("Deliverables"), the parties will determine ownership of such Deliverables in the purchase order executed for the applicable professional services. Without limiting the generality of the foregoing, any enhancements, modifications or other customizations to the ResQ Technology will be owned by and vest in ResQ exclusively including all title and interest in and to all Deliverables including the benefit of all copyrights, trademarks, patents, trade secrets or other intellectual property rights pertaining thereto.

9. LIABILITY PROVISIONS

‍9.1 NO WARRANTIES. ResQ CANNOT AND DOES NOT GUARANTEE THAT THE SERVICES WILL ALWAYS BE AVAILABLE, THAT THEY WILL OPERATE WITHOUT FLAW OR THAT THEY WILL NOT CAUSE ANY DATA LOSS. THE SOFTWARE AND ALL ResQ TECHNOLOGY ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER; ResQ DOES NOT MAKE ANY EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, INTEGRITY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. ResQ FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ResQ TECHNOLOGY WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES ResQ WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.

9.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ResQ NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (WHETHER ARISING FROM THIS AGREEMENT, RELATED TO THE SOFTWARE, OR TO ANY SERVICES PROVIDED TO YOU BY ResQ (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS)) FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF ResQ (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT SHALL RESQ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT THE AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE INCIDENT.

9.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF ResQ (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO ANY SERVICES PROVIDED TO YOU BY ResQ (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) IN RELATION TO THE SERVICES, EXCEED THE FEES PAID BY YOU TO RESQ FOR THE SERVICES COMPONENT GIVING RISE TO THE CLAIM.

9.4 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER RESQ NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO IMMEDIATELY CEASE USE OF SUCH SERVICES.

10. ACH Origination Agreement

‍10.1 The ACH Network allows you to collect funds through debit or credit Transactions from US bank account holders. Terms specifically applicable to initiation of ACH Network Transactions are stated below. As with all Payment Methods, your use of ResQ products that provide access to the ACH Network via submission of ACH Debit and ACH Credit entries, bind you to these ACH Payment Terms (these “Terms”) as part of the ResQ Services Agreement. You accept and agree to comply with all of these terms.

10.2 Nacha Rules: When submitting Transactions over the ACH Network, you must comply with the Nacha Operating Rules.

10.3 ACH Entry Authorizations: When you send or collect funds with ACH credit and debit entries via the ResQ Services, ResQ is operating as a Third Party Sender and you understand and accept your role as the Originator (as defined in the Nacha Operating Rules), including to authorize the banks that ResQ's ACH Service Provider uses to enable the submission of Transactions over the ACH Network (“ODFI Banks”) on your behalf to and from your Customer's bank accounts. When you use ResQ to initiate ACH Network Transactions with your Customers, you represent and warrant that: (a) you have all necessary authorizations and approvals from your Customers for ResQ to transmit an ACH Network debit or credit Transaction to the Customer's bank account and (b) the information you provide ResQ about each ACH Network Transaction is accurate, timely and complete. ResQ is not liable for any return, reversal or other failure (or any related costs) arising from your acts and omissions, including failure to obtain your Customer's authorization for an ACH Network Transaction.

10.4 Timing of Funds, Limits and Charges : ResQ and its ACH Service Provider will make funds available as per settlement timings agreed to in relation to the type of ACH transfer selected. ResQ may require separate or pass through origination limits as set up by the ACH Service Provider. Charges for your origination of ACH, returns and other ACH related services will be billed to you by the ResQ.

10.5 Termination and Suspension: Without limiting ResQ's rights to terminate or suspend your access to the Services under the ResQ Services Agreement, ResQ may also terminate or suspend your access to the ACH Network for your violation of the Nacha Operating Rules, including if an ODFI Bank requires your suspension or termination, or if you exceed acceptable limits on returns.

10.6 Requests for Compliance Information: By collecting funds via ACH debit Transactions and as required by the Nacha Operating Rules, you will provide information and documentation requested by ResQ, ResQ's ACH Service Provider, or ODFI Banks for the purpose of ensuring your compliance with these Terms and the Nacha Operating Rules upon reasonable notice. You agree to cooperate with any request for information necessary to complete ACH risk assessments and audits in a timely manner. ResQ may suspend or terminate your access to the ACH Network immediately if you fail to provide information or documentation requested.

10.7 Warranty: You warrant to ResQ, as an Originator of Transactions made under the Nacha Operating Rules, that no Transaction delivered to ResQ, will cause ResQ, its ACH Service Providers, or ODFI Banks to be in violation of any regulation or sanction administered by a Governmental Authority or otherwise cause ResQ, its ACH Service Providers, or ODFI Banks to be in violation of an laws of the United States.

10.8 Nested Third Party Senders: You must not submit ACH Network Transactions as a Nested Third Party Sender (as defined in the Nacha Operating Rules) through the ResQ Payments Services.
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‍11. INDEMNIFICATION

‍11.1 Client Indemnity. Client agrees, upon demand, to indemnify, defend and hold ResQ, its affiliates and ResQ staff harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of Client's (a) violation of any rights of any third party, or (b) willful or grossly negligent misuse of the Services, or (c) Client's breach of any representations and warranties made elsewhere in these Terms.

11.2 ResQ Indemnity. ResQ shall defend Client against any claim, demand, suit, or proceeding made or brought against Client by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Client for any damages finally awarded against, and for reasonable attorney's fees incurred by, Client in connection with any such claim; provided, that Client must (a) give ResQ prompt written notice of the claim; (b) give ResQ sole control of the defense and settlement of the claim; and (c) provide to ResQ all reasonable assistance in respect of the foregoing, at ResQ's expense.

‍12. GENERAL TERMS

‍12.1 Force Majeure. Except for each party's obligations to pay money, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials.

12.2 Client Services. For assistance with questions regarding this Agreement or the Services, if Client has other enquiries, or if Client requires further assistance regarding use of the Services provided by us, please contact us by email at support@chtkit.com

12.3 Logos. ResQ may refer to Client in ResQ's client list and may use Client's corporate name and logo for this purpose. For the avoidance of doubt, ResQ will not use Client's name, logo, any other trademark or trade-name of Client's for any other purposes without Client's prior consent.

12.4 Third Party Relationships. ResQ or its business partners may present Services offerings, advertisements or promotional materials via the Services. Client's dealings with, or participation in promotions of any third-party business partners via the Services are solely between Client and such third party and Client's participation is subject to the terms and conditions associated with that offering, advertisement or promotion. Client agrees that ResQ is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.

12.5 Third-party Services. The Services may present links to third-party Web sites or third-party Services not owned or operated by us. We are not responsible for the availability of these third-party sites or Services or their contents. Client agrees that ResQ is not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with Client's use of or reliance on any content of any such third-party site or Services or goods or Services available through any such third-party site or Services.

12.6 Entire Agreement. The terms and conditions of this Agreement, together with any Service Agreement you may have signed with ResQ, constitute the entire agreement between Client and ResQ with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

12.7 Severability & Waiver. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, such term or portion will be severed from this Agreement and the remainder of this Agreement shall nonetheless remain in full force and effect. Any failure or delay by ResQ to commence an action in respect of any breach(es) of this Agreement will not be deemed a waiver of its rights to do so at a later time.

12.8 Assignment. Client is not allowed to assign this Agreement or any rights hereunder without the prior written consent of ResQ, such consent not to be unreasonably withheld. ResQ is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

12.9 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Client's current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Ontario, Canada. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

Last Updated: July 2, 2024