Topicflow software-as-a-service TERMS OF SERVICE

Last updated: July 5 2022

Thanks for using Topicflow!

These Terms of Service (together with any Order Forms, the "Agreement") form an agreement between the customer accessing, downloading, installing or otherwise using (the terms "use" and "using" will refer to any of the foregoing) the Topicflow Services (as defined below) (such customer, the "Customer") and Topicflow Technologies Inc. ("Topicflow"), the supplier of the Topicflow Services, and is entered into on the earlier of the date Customer first uses any part of the Topicflow Services and the date Customer agrees to be bound by this Agreement (the "Effective Date"). Each of Topicflow and Customer shall individually be referred to as a "Party" and jointly as the "Parties".

This Agreement sets forth the terms and conditions that govern the provision and use of the Services.

BY USING THE TOPICFLOW SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 11(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE TOPICFLOW SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO TOPICFLOW THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE TOPICFLOW SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO TOPICFLOW THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE TOPICFLOW SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

TOPICFLOW'S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE TOPICFLOW SERVICES, EXCEPT WITH TOPICFLOW'S PRIOR WRITTEN CONSENT.

  1. Topicflow Services
  1. Provisioning of the Topicflow Services. Subject to Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement, Topicflow will make the Topicflow Services available to Customer and Permitted Users on the terms and conditions set out in this Agreement during the Term.
  2. Restrictions on Use. Customer will not itself, and will not permit others to:
  1. sub-license, sell, rent, lend, lease or distribute the Topicflow Services or any Intellectual Property Rights therein, or otherwise make the Topicflow Services available to others other than Permitted Users;
  2. use the Topicflow Services to permit timesharing, service bureau use or commercially exploit the Topicflow Services;
  3. use or access the Topicflow Services:
  1. in violation of any applicable law;
  2. in a manner that threatens the security or functionality of the Topicflow Services; or
  3. for any purpose or in any manner not expressly permitted in this Agreement;
  1. use the Services to create, collect, transmit, store, use or process any Customer Data:
  1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  2. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
  3. that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
  1. Modify the Topicflow Services;
  2. reverse engineer, decompile or disassemble the Topicflow Services;
  3. remove or obscure any proprietary notices or labels on the Topicflow Services, including brand, copyright, trademark and patent or patent pending notices;
  4. access or use the Topicflow Services for the purpose of building a similar or competitive product or service;
  5. perform any vulnerability, penetration or similar testing of the Topicflow Services; or
  6. use the Services for any purpose or in any manner not expressly permitted in this Agreement.
  1. Permitted Purpose. Customer may access and use the Topicflow Services solely for Customer's internal business purposes.
  2. Suspension of Access; Scheduled Downtime; Modifications. Topicflow may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
  1. suspend Customer's access to or use of the Services or any component thereof:
  1. if Customer or any Permitted User violates any provision of this Agreement;
  2. for scheduled maintenance;
  3. due to a Force Majeure;
  4. to address any emergency security concerns;
  5. if required to do so by a regulatory body or as a result of a change in applicable law; or
  6. for any other reason as provided in this Agreement.
  1. Modify the Services.

Customer is required to accept all patches, bug fixes and updates made by or on behalf of Topicflow to the Topicflow Services.

  1. Subcontracting. Topicflow may engage third parties to assist it in providing the Services or any part thereof.
  2. Third-Party Products. The Topicflow Services may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively "Third-Party Products"), such as calendars. Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. Topicflow does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Topicflow as "certified" or otherwise. Topicflow cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Topicflow. Topicflow is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider.
  1. User Accounts
  1. Upon Customer's request, Topicflow will issue one or more administrator accounts to Customer that provides Customer with the capability to create user accounts (each, a "Customer User Account") for each user that Customer wishes to have access to and use of the Topicflow Services (each user, and each administrator, a "Permitted User").
  2. The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users' use of the Topicflow Services in compliance with this Agreement. The Customer will ensure that Permitted Users only use the Topicflow Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Topicflow of any actual or suspected unauthorized use of the Topicflow Services. Topicflow reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
  3. The Customer will ensure that all individual users of the Topicflow Services, including Permitted Users, are contractually bound to terms and conditions with the Customer that are no less restrictive or protective of Topicflow's rights than those set forth in this Agreement
  1. Ownership; Reservation of Rights
  1. The Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer grants to Topicflow, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to a access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to:
  1. provide the Services;
  2. improve and enhance the Services and its other offerings; and
  3. produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data").

Topicflow may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. As between Topicflow and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Topicflow.

  1. Topicflow or its licensors retain all ownership and Intellectual Property Rights in and to:
  1. the Services;
  2. anything developed or delivered by or on behalf of Topicflow under this Agreement;
  3. all other of Topicflow's Confidential Information, including but not limited to, any reports generated from the Topicflow Services or any Aggregated Data;
  4. any Modifications to the foregoing (i), (ii) and (iii)

(collectively "Topicflow Property").

  1. Customer grants to Topicflow and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Topicflow Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of Services or any of Topicflow's affiliates' services ("Feedback"). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Topicflow is not obligated to use any Feedback.
  2. All rights not expressly granted by Topicflow to Customer under this Agreement are reserved.
  1. Privacy

Customer understands that Personal Information will be treated in accordance with Topicflow's privacy policy located at https://www.topicflow.com/privacy-policy/, as updated by Topicflow from time to time.

  1. Fees and Payment:
  1. Fees. If Customer registers for a paying account, Customer will pay to Topicflow the fees described on the Order Form (the "Fees"). Unless otherwise noted on an Order Form: (i) all Fees are identified in US dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.
  2. Exceeding Service Capacity. If Customer's use of the Topicflow Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage on a monthly basis and Customer will pay the additional fees in accordance with this Agreement.
  3. Changes to the Fees. Topicflow reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Customer.
  4. Invoicing. Topicflow will prepare and send to the Customer, at the then-current contact information on file with Topicflow, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date.
  5. Disputed Invoices or Charges. If the Customer believes Topicflow has charged or invoiced the Customer incorrectly, the Customer must contact Topicflow no later than 30 days after having been charged by Topicflow or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
  6. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Topicflow reserves the right to suspend the Customer's access to the Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting Topicflow other rights, Topicflow may suspend Customer's access to or its performance of the Services, if Customer has not paid the applicable Fees within 10 days of the date that such Fees become due.
  7. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Topicflow.
  8. Suspension. Any suspension of the Services by Topicflow pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
  1. Confidential Information
  1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the "Recipient", the Party disclosing such information will be the "Discloser" and "Confidential Information" of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser's past, present or future customers, suppliers, technology or business, and where the Discloser is Customer includes Customer Data; provided that the Discloser's Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations. 
  2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:
  1. disclose Confidential Information of the Discloser to any person, except to:
  1. in the case of Customer to its own employee having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or
  2. in the case of Topicflow to Topicflow's employees, consultants, agents or affiliates, having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Services;
  1. use Confidential Information of the Discloser; or
  2. alter or remove from any Confidential Information of the Discloser any proprietary legend.
  1. Safeguards. Each Party will take industry standard precautions to safeguard the other Party's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
  2.  Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business.
  3. Return of Confidential Information. Upon the termination or expiration of this Agreement and all Order Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 10(d) below) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient's data destruction practices. Notwithstanding the foregoing, Topicflow may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
  1. Warranty and Disclaimer
  1. Customer Warranty. Customer represents and warrants to and covenants with Topicflow that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Topicflow to provide the Services, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Topicflow and to or from all applicable third parties; and
  2. GENERAL DISCLAIMER. TOPICFLOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY Topicflow TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Topicflow HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, Topicflow EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
  1. Indemnities
  1. Topicflow's Indemnity.
  1. Topicflow will indemnify, defend, and hold harmless the Customer and its officers, directors, employees, and agents (each, a "Customer Indemnitee") from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an "Action") by a third party (other than an affiliate or a Customer Indemnitee) that arise from or relate to any allegation that the Topicflow Services infringe any third-party Intellectual Property Right in Canada and United States. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (A) incorporation of any Topicflow Services into, or any combination, operation, or use of any Topicflow Services with, any products or services not provided or authorized by Topicflow, unless such infringement would also have resulted solely from the use of the Topicflow Services without their incorporation in, or combination, operation or use, with such other products or services; (B) Modification of any Topicflow Services other than by Topicflow or with Topicflow's express written approval; (C) unauthorized use of the Topicflow Services; or (D) Customer's indemnity in Section 8(b). THE FOREGOING IS Topicflow's SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
  2. If the Topicflow Services are, or in Topicflow's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the Customer's use of any Topicflow Services is enjoined or threatened to be enjoined, Topicflow may, at its option and sole cost and expense:
  1. obtain the right for the Customer to continue to use the affected Topicflow Services materially as contemplated by this Agreement;
  2. modify or replace Topicflow Services, in whole or in part, to seek to make the Topicflow Services (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such Modifications or replacements will constitute Topicflow Services under this Agreement; or
  3. if Topicflow determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Topicflow and Topicflow's sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to any Topicflow Services that were to be provided after the effective date of termination.by written notice to the Customer, terminate the Services, in whole or in part, and require the Customer to immediately cease all use of the terminated Services or part or feature thereof and refund any unused prepaid Fees for the terminated Services, if applicable.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

  1. Customer Indemnity. The Customer will defend, indemnify and hold harmless Topicflow, and its officers, directors, employees and agents (each, a "Topicflow Indemnitee") from and against any and all Losses incurred by a Topicflow Indemnitee arising out of or relating to any Action by a third party (other than an affiliate of a Topicflow Indemnitee) that arise from or relate to: (i) Customer Data; (ii) Customer's breach of any of Customer's obligations, representations, warranties or covenants under this Agreement; (iii) unauthorized use of the Services by the Customer or any Permitted User; or (iv) use of the Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Topicflow in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Topicflow.
  2. Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 8. The Party seeking indemnification (the "Indemnitee") will cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action (although the Indemnitor shall not settle any claim without the Indemnitee's prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 8(c) will not relieve the Indemnitor of its indemnity obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
  1. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

  1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Topicflow IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL TOPICFLOW'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
  2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TOPICFLOW BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
  1. Term and Termination
  1. Term. This Agreement will commence on the Effective Date and continue to be in effect for the time period indicated on the Order Form (the "Initial Term"). The Term will automatically renew for successive periods of time equal to the Initial Term (each a "Renewal Term"), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term (each, a "Renewal Term" and together with the Initial Term, the "Term").
  2. Termination by Topicflow. In addition and not withstanding anything to the contrary in this Agreement, Customer's and all Permitted Users' access to the Services may be terminated or suspended by Topicflow at any time at Topicflow's sole discretion. Topicflow may immediately terminate Customer's right to use the Services or this Agreement: (1) if Topicflow believes that Customer or any Permitted User has violated this Agreement; (2) if Topicflow believes the use of Customer Data with the Services is not in Topicflow's or its users' best interests; (3) if Topicflow ceases to offer the Services; or (4) as required by applicable laws.
  3. Termination. Notwithstanding any other Section of this Agreement, Topicflow may, in its discretion, terminate the Agreement or any Order Form at any time by providing at least 30 days advance written notice to Customer. Topicflow may, in addition to other relief, terminate this Agreement if the Customer commits a material breach of this Agreement and fails to correct such breach within 30 calendar days after receipt of notice of such breach. Topicflow may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.
  4. Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Topicflow Services and return any Topicflow Property in its possession and certify in writing to Topicflow that the Topicflow Property has been returned. Following the termination or expiration of this Agreement, and subject to Topicflow's rights to retain information, Topicflow may delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Topicflow to provide the Topicflow Services. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. All Fees due and payable and any amounts due to Topicflow are immediately due and are to be immediately paid by Customer to Topicflow. All Order Forms will terminate upon the termination of this Agreement. No new Order Forms may be agreed to or entered into by the Parties, upon the termination of this Agreement.
  5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 5 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Warranty and Disclaimer), Section 8 (Indemnities), Section 9 (Limitation of Liabilities), Section 10(e) (Survival), Section 11 (General Provisions), and Section 12 (Definitions).
  1. General Provisions
  1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Topicflow, to the following Topicflow address and email contact:

Address: 1055 Dunsmuir Street, Suite 3000, Vancouver BC V7X 1K8, Canada

Attention: Tony Angerilli, Topicflow Technologies
Email: support@topicflow.com.

and (ii) if to Customer, to the current mailing or email address that Topicflow has on file with respect to Customer. Topicflow may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer's contact information on file with Topicflow current at all times during the Term.

  1. Assignment. Customer may not assign this Agreement to any third party without Topicflow's prior written consent. Any purported assignment or delegation by Customer in violation of this Section will be null and void. Topicflow may assign this Agreement or any rights under this Agreement to any third party without Customer's consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
  2. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Topicflow from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
  3. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Topicflow Services. Topicflow makes no representation or warranty that the Topicflow Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
  4. Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion" mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
  5. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party's employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites ("Force Majeure"). For clarity, a Force Majeure event shall not excuse the Customer from its failure to pay Fees or Customer's indemnities under this Agreement. This Section does not apply to any of Customer's obligations under Sections 5, 6, or 8.
  6. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
  7. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  8. Independent Contractors. Topicflow's relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
  9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
  10. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, TOPICFLOW MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN "AMENDMENT"), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY TOPICFLOW, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
  11. Customer Lists. With Customer's prior consent, Topicflow may identify the Customer by name and logo as a Topicflow customer on Topicflow's website and on other promotional materials. Any goodwill arising from the use of the Customer's name and logo will inure to the benefit of the Customer. 
  12. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des Parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
  1. Definitions

As used in this Agreement, the following capitalized words have the meaning set out below:

  1. "Customer Data" means any data, information, content, records, and files that Customer or any Permitted User loads or enters into, transmits to, or makes available to the Topicflow Services, including but not limited to Personal Information, excluding Aggregated Data and any other Topicflow Property.
  2. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  3. "Licensed Third Party Technology" means third party technology that is licensed under separate license terms and not under this Agreement.
  4. "Loss" or "Losses" means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
  5. "Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.
  6. "Order Form" means an order form that references this Agreement and that is executed by both Parties or otherwise accepted by Customer.
  7.  "Personal Information" means information about an identifiable individual provided by Customer under this Agreement.
  8. "Topicflow Services" means: (i) the services through which Topicflow hosts and makes available the Topicflow Services as described in an Order Form; and (ii) any component or Modification of the services referred to in (i).
  9. "Services" means the Topicflow Services.
  10. "Website" means any websites used by Topicflow to provide the Topicflow Services, including the websites located at app.topicflow.com and www.topicflow.com.