Software as a Service Agreement

Updated: October 23, 2024

This Wealth Write-Up Inc. Software as a Service Agreement and related schedules (together with the Order Form (defined below), the "Agreement"), effective as of the last date of the signature of the Order Form (defined below) (the "Effective Date"), is by and between Wealth Write-Up Inc., a Canadian corporation with offices located at 2000 Avenue McGill-College, Montréal, Québec, H3A 3H3, Canada ("Provider") and the customer identified on the Order Form (“Customer”). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

WHEREAS, Provider provides access to the Services (as defined below) to its customers;

AND WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions.
1. "Aggregated Data" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
1. "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
1. "Confidential Information" has the meaning set forth in Section 7.
1. "Customer Data" means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
1. “Data Processing Addendum” means the Data Processing Addendum available at https://wealthwriteup.com/data-processing-addendum
1. "Documentation" means Provider's documentation relating to the Services provided by Provider to Customer either electronically or in hard copy form, including end user documentation relating to the Services available at https://app.wealthwriteup.com
1. "Feedback" has the meaning set forth in Section 8(c).
1. "Fees" has the meaning set forth in Section 6(a).
1. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
1. "Initial Term" has the meaning set forth in Section 13(a).
1. "Losses" has the meaning set forth in Section 11(a).
1. "Notice" has the meaning set forth in Section 14(d).
1. “Order Form” means the electronic or written form stating the name and address of the Customer, the Services ordered, the Fees payable, whether the Services are provided on an evaluation basis and any other relevant details.
1. "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
1. "Renewal Term" has the meaning set forth in Section 13(a).
1. "Service Suspension" has the meaning set forth in Section 2(e).
1. "Services" means the software-as-a-service offering described in the Order Form.
1. "Term" has the meaning set forth in Section 13(a).
1. "Third-Party Claim" has the meaning set forth in Section 11(a).
1. "Third-Party Products" means any third-party software, content, data, or other materials, including related documentation, that are owned by persons other than Provider, that are provided with or incorporated into the Services.
Access and Use.
1. Provision of Access. Subject to Customer's payment of Fees and compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14(k) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary URL or other connections to allow Customer to access the Services.
1. Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 14(k)) licence to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
1. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation, or use the Services or Documentation to operate a service bureau or similar service; (iii) use the Services or Documentation for purposes of benchmarking or competitive analysis of the Services, developing, using, or providing of a software product or service that competes with the Services or any other purpose that is to the Provider's commercial disadvantage; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Services or Documentation; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
1. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
1. Updates. Provider may change, modify, upgrade, or discontinue any aspect or feature of Software in whole or in part. Such changes, upgrades, modifications, additions, or deletions will be effective immediately upon notice thereof, which may be made by posting such notice to the Provider's website or directly via email to Customer. In the event Provider modifies or discontinues any content or feature of the Services which results in reduction of functionality or degradation of the Services, Provider shall provide comparable functionality. Provider shall, from time to time, develop new features, which may be offered to Customer for additional fees.
1. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that Customer has violated any of the use restrictions set out in Section 2(c); or (ii) in accordance with Section 6(d) (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
1. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's and its Authorized Users’ use of the Services and collect and compile Aggregated Data. As between Provider and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Data based on Customer Data input into the Services, provided that such Aggregated Data do not identify Customer or Customer's Confidential Information.
Evaluation Access. If the Order Form specifies that the Customer is being provided with access to the Services on a trial or evaluation basis (“Evaluation Access”), Section 5, Section 6, Section 9, Section 10(a), Section 11(a) and Section 13(a) will not apply, and the “Term” will be thirty (30) days. For greater certainty, Provider will have no liability for, and Customer hereby releases Provider from, any liability or damage arising out of or in connection with any Evaluation Access.
Customer Responsibilities.
1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. Customer is solely responsible for the security and proper creation, use and termination of all Authorized User names and passwords used in connection with the Services and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to unauthorized persons.
1. Third-Party Products. The Services may include or make use of Third-Party Products that are provided to Customer on license terms that are in addition to and/or different from those contained in this Agreement. Provider will provide notice of Third-Party Products included in the Services to the extent the license terms require Provider to do so. Provider is not responsible or liable to Customer in any way whatsoever in relation to Third-Party Products. Ownership of all Intellectual Property Rights in such Third-Party Products remains with the respective owners thereof. Customer is bound by and shall comply with the license terms of all Third-Party Products. Any breach by Customer or any of its Authorized Users of the license terms of any Third-Party Product is also a breach of this Agreement.
Support. The access rights granted hereunder entitles Customer to Provider’s customary support services as described at wealthwriteup.com/support for the Term.
Fees and Payment.
1. Fees. Customer shall pay Provider the fees ("Fees") as set forth in the Order Form without off-set or deduction. Customer shall make all payments hereunder in Canadian dollars on or before the due date set forth in the Order Form.
1. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
1. Payment Terms. All amounts owing to the Provider (including all Fees, interest and applicable taxes) shall be paid within 30 days of an invoice thereto (the “Payment Period”), which invoice may be prepared by the Provider and delivered to the Customer at the end of each calendar month.
1. Late Payment. Following the end of the applicable Payment Period, any amount owing and not paid shall bear interest at the lower of (i) ten per cent (10%) per annum, calculated daily and compounded monthly, and (ii) the highest rate permitted under applicable laws. The Service Provider reserves the right to suspend or terminate the provision of the Services in the event of a default of payment of any amounts owing by the Customer to the Provider.
1. Payment Disputes. Any good faith dispute of any amount included in an invoice must be submitted to the Provider before the end of the applicable Payment Period. Notwithstanding Section 6(d), to provide the parties with sufficient time to settle such dispute, the disputed amount will not incur interest for a period of 30 days following the end of the applicable Payment Period (the “Dispute Period”). Notwithstanding anything to the contrary contained herein, any failure by the Customer to pay a disputed amount during the Dispute Period will not constitute a breach of this Agreement.
1. Increases. Except as otherwise agreed between the Parties, Provider shall be entitled to increase its Fees at renewal by multiplying the then-current Fees by a percentage equal to the sum of the annual percentage changes in CPI + 1%, as determined by Statistics Canada, for each applicable year of the then-current Term.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information[, whether orally or in written, electronic, or other form or media/in written or electronic form or media], [that is/and whether or not] marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Each Party shall hold the other's Confidential Information in confidence for the Term of this Agreement and thereafter and, unless required by law, shall not use the other's Confidential Information other than as required to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
Intellectual Property Ownership; Feedback; Residual Knowledge.
1. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Customer acknowledges that (i) the Services are only made accessible for use, not licensed or sold, and (ii) the Documentation is licensed, not sold, to the Customer.
1. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to access, reproduce, modify, and otherwise use Customer Data to create data to be incorporated within the Aggregated Data. The Customer is solely responsible for the accuracy, quality, integrity, legality and reliability of all Customer Data.
1. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use, profit from, disclose, publish, keep secret, or otherwise exploit such Feedback, without compensating or crediting Customer or any Customer personnel providing such Feedback, and irrespective of any other obligation or limitation between the Parties governing such Feedback. To the extent required to give effect to the foregoing, the Customer hereby grants to the Service Provider a worldwide, royalty-free, fully paid-up, transferable, sub-licensable, irrevocable and perpetual right and license to access, use, implement, modify, commercially exploit, incorporate and otherwise use in any manner any and all Feedback.
1. Residual Knowledge. Nothing contained in this Agreement shall restrict Provider from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms, or techniques of a general nature retained in the unaided mental impressions of its personnel which Provider develops or learns under this Agreement.
1. Use of Name and Logo. Provider may use Customer’s name and logo on Provider’s website and in any promotional and marketing materials. Provider will use the name and logo in accordance with Customer’s trademark and/or brand guidelines, if provided to Provider. To the extent Customer’s name constitutes Personal Information (as defined in the Data Processing Addendum), Customer expressly consents to Provider’s use of Customer’s name as set out in this Section.
Personal Information. With respect to any Personal Information (as defined in the Data Processing Addendum) contained in the Customer Data, unless otherwise authorized by Customer, Service Provider will process such Personal Information in accordance with the Data Processing Addendum.
Limited Warranty and Warranty Disclaimer.
1. Provider warrants that the Services will conform in all material respects to the specifications set forth in the Documentation, when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in a separate service level agreement. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
1. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN