Cloud telephony services that meet your expectations

These Terms of Service (the "Agreement") are a legally binding agreement between you ("Client", "you" or "your") and Le Groupe Croo Inc. a corporation incorporated under the laws of Quebec ("Croo", "we", "us" or "our") regarding your use of the cloud-based communications platform managed by Croo, its related solutions and all other products and services made available to you by Croo (the "Services"). The Client and Croo are hereinafter referred to together as the "Parties" and each as a "Party".

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE READ IT CAREFULLY. IF YOU ORDER ANY OF OUR PRODUCTS OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. If you do not qualify or do not agree to the terms of this Agreement, you do not have our permission to use our Services.

Croo may modify this Agreement from time to time. Croo will give you notice of any modification in the manner described in Section 11.5. Your continued use of the Services following any modification will mean that you accept such modification. If you do not agree to the modification, you may terminate your use of our Services.

1.1. Ordering:
You may place an order through our website or through any other means we make available to you to which you agree describing the Services and Third Party Services (this term is defined in Section 3) you are ordering, if any, including Fees (this word is defined in Section 7.1), quantities ordered, and any other details specifically related to such Services (an "Order"). You agree that your Order is an offer to purchase, pursuant to this Agreement, all of the Services listed in your Order. All Orders are subject to our approval and we are under no obligation to sell you the Services. Approval of Orders is at our sole discretion, even after we have sent you a confirmation e-mail containing your Order number and details of the products you have ordered.

1.2. Services:
During the Term (as defined in clause 6.1) and subject to the terms and conditions of this Agreement and any addendum to an Order which sets out additional terms and conditions which apply to a specific Service ordered by you (a "Service Addendum"), if any, we undertake to provide the Services to you in accordance with the terms and conditions of the Order which describes such Services.

1.3. Equipment:
We offer you the opportunity to purchase certain materials and equipment or devices manufactured by third parties ("Equipment") for use with the Services. In such event, our rights and obligations with respect to the Equipment will be set forth in separate terms and conditions governing the purchase of the Equipment (the "Equipment Terms").

1.4. Professional Services:
If requested by you, we may, at our discretion, agree to provide professional consulting services (including training services) related to the Services or the Equipment (hereinafter referred to as "Professional Services"), on the terms described in a statement of work that comes from us and is signed by you or to which you otherwise give your agreement ("Statement of Work"). The Statement of Work will describe the Professional Services, if any, that you are ordering, including the scope of work, fees and any other details specifically related to such Services. Unless we expressly agree otherwise in writing, all Professional Services are subject to our standard contract for Professional Services and the additional terms and conditions set forth in a Statement of Work. Additional Fees may apply.

1.5. Modifications to or Interruption of Services:
We may, at our discretion, modify any Service (for example, by modifying, adding or removing features) or discontinue any Service or part thereof, at any time and for any reason. We are not required to give you notice of changes that do not materially affect the functionality of the Services. To the extent practicable and appropriate in the circumstances, we undertake to give you at least 90 days' notice of (a) any material change to any Service, if the change is likely to affect in a non-material way the functionality of the Services, including if the change is likely to require you to make a corresponding change to the Client Systems and (b) any interruption of any material part of any Service. If you have reasonable grounds to object to a modification or interruption described in a notice we give you: (i) within 30 days of receipt of the notice, you must deliver to us a notice explaining your objection; and (ii) if we are unable to resolve your objection satisfactorily within 30 days of the date we receive your notice of objection, then, in that event, either party has the right to terminate your Order for the affected Service. Termination will be effective 30 days after either party gives notice of termination to the other. If a Service is interrupted by us, we may immediately terminate your Order for the Service by giving you written notice of termination. This section describes Croo's sole obligation and Client's sole remedy in the event of a change to or interruption of the Services.

1.6. Technical Support:
We will take commercially reasonable steps to provide you with technical support for the Services. However, unless we have agreed to meet specific service levels set forth in a Service Addendum, we have no liability to you for any failure to provide technical support or to meet any service level. Our liability with respect to the Services is limited as set forth in Section 10 below.

1.7. Training:
Unless otherwise agreed in a Statement of Work, the Services do not include any training of your personnel or any additions or modifications to the operation, functionality, performance or results of the Services or the Equipment.

1.8. Subcontractors/Service Providers:
In connection with the Services, we may, at our discretion, engage subcontractors and service providers, including providers of colocation services, infrastructure services and data center services. Notwithstanding this, we remain fully responsible for all Services and for the performance of our obligations under this Agreement. For clarity, a Service Addendum may include additional terms relating to subcontractors or service providers involved in a particular Service.

1.9. VOIP Terms:
The terms, conditions and limitations that apply to your use of our Voice over Internet Protocol (VOIP) services are important and are set forth at: https://www.croo.io/ (the "VOIP Terms"). You and your Authorized Users (as defined in Section 2.3) must acknowledge and agree to the VOIP Terms and your use of the Services is subject to the VOIP Terms.

2.1. Acceptable use of the Services:
You and your Authorized Users must use the Services in accordance with applicable law, any user guides or other technical documents we make available to you that describe the requirements or instructions for using any Service, and any updates to such documents that we make available to you from time to time ("Documentation"). You and your authorized users shall not:

(a) except as expressly permitted by this Agreement, use or permit the use of any Service or Documentation by any person for any purpose or in any manner;

(b) attempt to circumvent the navigational structure, delivery systems or display of any Service or attempt to access or use any Service by any means not intentionally made available to you by Croo;

(c) use any Service in a manner that threatens, damages, disrupts, impairs or degrades the integrity, operation, performance, results or security of the Service or any other system, network or data or to attempt to gain unauthorized access to any Service or any other system, network or data;

(d) except as expressly permitted in this Agreement, copy, reproduce, translate, modify, enhance or create derivative works of any Service or Documentation;

(e) except as expressly permitted in this Agreement, grant any license, sublicense, sale, resale or assignment, or grant any loan, lease, partition, transfer, pledge or interest, or make any publication, transmission, distribution, rental or public display, make any commercial exploitation, or otherwise give or make available or permit the use of, any Service or Documentation or any functionality or performance of any Service or any result of the use of any Service to or for the benefit of any other person, whether as a business service or otherwise, with or without charge;

(f) alter, attempt to circumvent, destroy, obscure or delete any notices (including trademark and copyright notices), proprietary codes or locks or means of identification, digital rights tools or management information, security or control measures, or any agreements, on or in connection with any Service or Documentation;

(g) use any Service or Documentation to create a product or service that competes with any Service or Documentation or any other product or service offered by Croo, or any product or service that uses or copies ideas or features similar to those of any Service or Documentation or any other product or Service offered by Croo; or

(h) permit, assist or encourage any other person to do any of the foregoing in this Section 2.1 or to commit any act or omission that would constitute a breach of this Agreement if committed by the Client or an Authorized User.

Any restriction set forth in this Section 2.1 shall not apply if the restriction is prohibited by applicable law.

2.2. Client Systems:
Except as provided in this Agreement or in any Order or Statement of Work or in the Terms governing Equipment, you are solely responsible for obtaining, configuring, supporting, maintaining, paying for and protecting against damage and loss with respect to technology infrastructure and services (including telephone adapters, telephones, computer hardware, web browsers, interfaces, peripherals, Internet connectivity devices and data storage devices) that are required to enable you and your Authorized Users to use the Services or the Equipment (the "Client Systems"). The applicable requirements to enable access to the Services or use of the Equipment by Client Systems are described in the applicable Documentation and in any Service Addendum. These requirements may be changed from time to time without notice. Except as provided in this Agreement or in any applicable Order or Statement of Work (a) you alone shall control and be responsible for the functionality, operation and performance of the Client Systems and shall be responsible for ensuring that the Client Systems meet all requirements for access to the Services or use of the Equipment; and (b) we shall have no obligation or liability with respect to any failure of the Services that results from a failure of the Client Systems.

2.3. Authorized Users:
Your Order specifies the number of users who are entitled to use the Services through your account, being any of your employees, consultants or independent contractors or those of your affiliates ("Authorized Users"). Additional Authorized Users may be added by means of an Order and for an additional Fee. Such an Order may be issued and agreed through administrative controls for the Services, where applicable. You shall ensure that each Authorized User uses the Services in accordance with the restrictions and requirements set forth in this Agreement and the applicable Documentation. You are fully responsible for the acts and omissions of Authorized Users, including if they comment on an infringement or commit fraud.

2.4. Training of Authorized Users :
Except to the extent expressly set forth in an Order or Statement of Work, you are solely responsible for providing training or technical support to each of your Authorized Users regarding the Services or Equipment.

2.5. Access security:
Each Authorized User will have unique access to the Services, which must not be shared with any other person. You shall ensure that each Authorized User keeps his or her accesses secure and confidential at all times. Similarly, you must ensure that they do not allow any other person to use their access, and that they notify you immediately if they suspect that their access has become known to another person. You must notify us immediately if you discover or suspect that any access is being disclosed or used without authorization, or in the event of any unauthorized use of the Services. You are solely responsible for maintaining the security of all accesses. You are also responsible for any misuse of access. If, at our discretion, we determine that an access is no longer secure or confidential or has been used inappropriately, we may cancel it immediately without notice. We may require that accesses be modified from time to time.

2.6. Administrators:
You must designate one or more Authorized Users (an "Administrator") to administer the use of administrative controls for the Services. Administrators are, among other things, responsible for setting limits on the functionality of the Services that may be used by other Authorized Users. You are responsible for determining who should be designated as an Administrator, whether to suspend or cancel an individual's Administrator status, and for monitoring and reviewing the Administrator's use of administrative controls. You acknowledge that an Authorized User's use of administrative controls presents significant risks of damage, loss or liability to you and others, including those resulting from fraud.

2.7. Usage monitoring:
The Services may include technologies that monitor, record and report to Croo certain information regarding the use of the Services by Authorized Users. Croo may use this information for system administration purposes and to provide the Services. Croo may also disclose this information to the Client (including Administrators). You must obtain the informed consent of each Authorized User for the collection, use, disclosure and retention of information regarding the Authorized User's use of the Services or the Equipment, as described in this Section 2.7 and as permitted by applicable law.

2.8. Contract Management:
You must maintain within your organization a contract manager. The Contract Manager will act as the primary point of contact for the party it represents for day-to-day communications, consultation and decision-making regarding the Services (a "Contract Manager"). The Contract Manager is responsible for the day-to-day management of the Contract, and for providing all consents and approvals required on behalf of the party under the Contract. You must ensure that the Contract Manager has the authority, skills, experience and other qualifications required to perform its duties. Your first Contract Manager is identified as the person responsible for your account on your first Order or by using the function we may make available to you for this purpose through the administrative controls for the Services. You must take reasonable steps to maintain the same Contract Manager in place throughout the Term. If your Contract Manager ceases to be employed by you or you wish to replace him or her, you must appoint a new Contract Manager without delay by giving us written notice. Details of Croo's representatives for sales, contract management, technical support and other relevant matters are set out in the Documentation. These details may change from time to time.

3.1. Third Party Services:
As part of the Services, we may use technology, services or data authorized by independent third parties, including services offered by third parties that we resell as an authorized reseller ("Third Party Services"). Your use of any Third Party Services may be subject to additional terms and conditions. You agree to comply with and to cause your Authorized Users to comply with such additional terms. Your relationship with the provider of a Third-Party Service is a contract between you and the provider. If you activate or access a Third-Party Service, you grant permission to the service provider to process your data as necessary to ensure its proper functioning. We are not responsible for the disclosure, use, deletion or alteration of your data or for any loss or damage you may suffer as a result of the Third Party Services or their access to your data. We are not responsible for, and make no representations regarding, the content or your use of any Third Party Services, or any communications, contracts or transactions between you and the providers of such services.

4.1. Client Data:
You shall ensure that all data and information transmitted to us by Client Systems in connection with your use of the Services ("Client Data") complies with all applicable laws, the Acceptable Use Policy and this Agreement. You shall maintain all authorizations required to transmit and store Client Data and shall ensure that they remain valid and in force at all times. You shall also ensure that Client Data does not infringe the rights of third parties. We have the right to immediately remove from our Services any Client Data that does not comply with this section 4.1.

4.2. Ownership of Client Data:
As far as we are concerned, you retain exclusive ownership of all Client Data at all times. Similarly, you shall retain full custody and control of the Client Data, even if the Client Data is in our possession. Nothing in this Agreement shall be construed as granting Croo any rights with respect to, or control over, the Client Data, except for the limited rights of use expressly set forth in this Agreement.

4.3. License; Use by Croo of Client Data:
The Client hereby grants Croo a non-exclusive, royalty-free right, during the term of this Agreement, to use the Client Data solely for the purpose of providing the Services to the Client. Croo may assume that the Client Data is accurate, current, complete and demonstrates integrity and reliability, and Croo is under no obligation to verify the Client Data.

4.4. Ownership of Croo Data:
Croo may, as part of a Service, make available to Client certain data and information that is created or obtained by Croo without reference to Client Data ("Croo Data"). Croo shall at all times retain exclusive ownership of all Croo Data. Nothing in this Agreement shall be construed to grant the Client any rights with respect to the Croo Data or to permit the Client to exercise any control over the Croo Data, except for the limited rights of use expressly provided for in this Agreement.

4.5. License; Client's use of Croo Data:
Croo hereby grants the Client a non-exclusive, non-transferable, restricted and limited, non-sublicensable right, during the term of this Agreement, to use the Client Data solely for the Client's internal business operations and use of the Services as contemplated in this Agreement. The Client shall neither use Croo's Data nor permit its use by any other person for any purpose or in any manner not expressly provided for in this Agreement. To the extent that the Client no longer requires the Croo Data for legitimate business purposes, the Client shall delete the Croo Data without delay, unless the Client is required to retain the Croo Data by applicable law. For the avoidance of doubt, the Client shall not be entitled to use the Croo Data after termination or expiration of this Agreement or the applicable Order for a Service.

4.6. Anonymous Data:
Croo may, in order to provide, maintain or improve the Services or its other products or services, monitor and analyze Client's use of the Services, or make statistical or other analyses with respect to Client Data. In doing so, Croo may generate data that is anonymized and cannot be associated with any specific individual (the "Anonymous Data"). Croo is the sole owner of all Anonymous Data. Croo may use the Anonymous Data for its own purposes without restriction.

5.1. Services:
As far as the Client is concerned, Croo and its licensors, as the case may be, own all rights (including all intellectual property rights) worldwide with respect to the Services and the Documentation. Except for the limited rights of use expressly provided for in this Agreement, the Client acquires no rights with respect to the Services or Documentation.

5.2. Feedback:
We welcome your suggestions, comments, bug reports, feature requests or other feedback ("Feedback"). We are under no obligation to keep any Comments confidential, even if you tell us that they are confidential, provided that we do not disclose that you are the source of any Comments. If you provide Feedback, you grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid-up license to use the Feedback for any purpose.

5.3. Trademarks:
CROO™, CROO Talk™ and other related logos and marks are the registered or unregistered trademarks of Croo or its licensors. The Client has no right to use these marks.

6.1. Term of Contract:
This Agreement shall commence on the first day of the initial term set forth in the first Order and shall continue until terminated in accordance with the provisions hereof (the "Term"). If all Orders are fully executed, expire or are terminated in accordance with this Agreement, either party may terminate the Agreement immediately by written notice to the other party. The Contract shall automatically expire (without notice) 90 days after the date on which all Orders are fully performed, expire or are terminated in accordance with the provisions hereof.

6.2. Duration of Orders:
The Term of any Order shall commence on the first day of the initial term indicated on the Order and shall continue for the term indicated thereon. Unless otherwise expressly stated on the Order, any Order shall be automatically renewed as follows:

(a) Orders with a term of 12 months will be renewed for successive renewal terms of 12 months, unless either party gives the other party written notice of non-renewal at least 30 days prior to the end of the current term. Croo reserves the right to increase the Fees for Services or Third Party Services that are resold by Croo upon renewal by giving Client written notice of the increase (notice may be given by email) at least 45 days prior to the end of the current Term.

(b) Orders with a monthly term will be renewed for successive renewal terms of one month, unless one party gives the other party written notice of non-renewal at least 30 days prior to the end of the current month. Croo reserves the right to increase the Fees for Services or Third Party Services that are resold by Croo upon renewal by giving Client written notice of the increase (notice may be given by email) at least 25 days prior to the end of the current term.

6.3. Termination by Croo for Default. Croo may terminate the Agreement if Client:

(a) fails to pay any amount when due, and the default continues more than 30 days after Croo has given written notice of the default to Client; or

(b) fails to comply with its obligations under Section 2.1 (Acceptable Use of Services).

In either case, Croo shall give written notice of termination to the Client and the Agreement shall terminate immediately upon Croo giving such notice.

6.4. Termination by any party for default:
Any party may terminate the Agreement if the other party materially defaults in the performance of its obligations under this Agreement and the default is not of a curable nature, or, if the default is of a curable nature, such default continues for more than 30 days after the other party has given written notice of the default to the defaulting party.

6.5. Termination of Agreement:
Upon termination of this Agreement: (a) all Orders automatically terminate; (b) your access to and use of Croo's accounts, Services and Third Party Services terminates immediately; and (c) you must pay all amounts due to Croo. If you terminate the Agreement in accordance with Section 6.4, or if the Agreement is terminated in accordance with Section 1.5,Croo shall refund any Fees you have paid in advance for the applicable Services or Third Party Services for any period after termination. If Croo terminates the Agreement pursuant to Section 6.3 or Section 6.4, you shall pay all Fees remaining to be paid until the end of the term of all outstanding Orders. In no event shall termination of the Agreement relieve you of your obligation to pay any amounts due to Croo for any period prior to the date of termination.

6.6. Survival of provisions:
There shall survive the expiration or termination of this Agreement any provision of this Agreement which, either by its terms or in order to give effect to it, must remain in full force and effect, and any other provision which, either expressly or by its nature, must remain in full force and effect. Without limiting the generality of the foregoing, Sections 4 (Data), 5 (Croo Intellectual Property), 6 (Term and Termination), 8 (Confidentiality), 10 (Warranties, Indemnification and Limitation of Liability) and 11 (Miscellaneous) shall survive the expiration or termination of this Agreement.

6.7. Waiver of unilateral right of termination:
The Client waives any right to terminate this Agreement pursuant to Article 2125 of the Civil Code of Quebec. The Client acknowledges and agrees that its only rights of termination are those expressly set forth in this Section 6.

6.8. Transition:
Upon expiration or termination of an Order, if Client requires additional information or services to assist in Client's transition to another service provider, Client may make such request and Croo will review the technical feasibility of the request. If Croo, at its discretion, determines that the request is technically feasible, Croo and the Client will agree on the scope of the Services to be provided. These will be deemed to be Professional Services and will be described in a Statement of Work. Croo reserves the right to charge additional Fees for such services.

6.9. Suspension of Services:
Croo may, at its discretion, immediately suspend the provision of any Services upon notice to Client if any of the following events (a "Suspension Event") occurs:

(a) the Client breaches its obligations under Section 2.1 (Acceptable Use Policy);

(b) the Client fails to pay any amount when due, and the default continues for more than 14 days after Croo has given written notice of the default to the Client;

(c) Croo's right to lawfully use any infrastructure, technology, services or data provided by a third party (including a service provider or subcontractor) required to enable the provision of the Service is challenged, suspended or terminated for any reason; or

(d) Croo reasonably believes that the Service may have been damaged, disrupted, compromised or degraded, in its integrity, functionality, operations, performance, results, reliability or security, or the suspension is necessary to prevent a risk that there will be damage or disruption to the Service, or that the Service will be compromised or degraded, in its integrity, functionality, operations, performance, results, reliability or security; or

(e) Croo reasonably believes that suspension of the Service is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability.

6.10.Effect of a Suspension Event:
To the extent practicable, Croo shall give Client reasonable notice of the suspension of a Service pursuant to Section 6.9. If Croo suspends the provision of a Service due to a Suspension Event, the following provisions shall apply: (a) the parties shall reasonably cooperate and assist each other to resolve the Suspension Event (if possible); (b) Croo shall restore the provision of the Service promptly after the Suspension Event is resolved to its reasonable satisfaction ; and (c) the Client's payment obligations shall be suspended for the duration of the suspension unless the Suspension Event results from a breach of the Agreement by the Client or an unjustified act or default by or on behalf of the Client or any person for whom the Client is liable under the Agreement or by law. For the avoidance of doubt, the suspension of a service by Croo due to a Suspension Event does not constitute a default under the Contract by Croo, does not entitle the Client to a refund of any Fees already paid by the Client and does not give rise to any liability on the part of Croo to the Client or any other person.

7.1. Fees:
You shall pay all fees set forth in each Order and all other applicable fees in connection with your use of the Services as set forth in the fee schedule available at: https://www.croo.io/fr/usage-fees/ or any other fee schedule we make available to you from time to time (the "Fees"). Unless otherwise specified on the Order, the Fees for the entire term of the Order are payable in advance.

7.2. Invoicing:
Fees are payable in the currency specified in the applicable Order. Unless otherwise specified on the Order, all invoices are payable upon receipt. Disputed amounts do not affect payment of undisputed amounts. Payments must be made in accordance with the information on the invoice.

7.3. Disputes:
relating to invoices. If you dispute an amount on an invoice or monthly statement provided by us, you must notify us in writing within 30 days of your receipt of the invoice or monthly statement, stating the reason for the dispute and the disputed amount. A dispute over a portion of the invoice will not excuse the Client from timely payment of the entire undisputed amount of the invoice. Once the dispute has been resolved, the Client must pay the outstanding balance immediately. All amounts overpaid by the Client will be applied as a billing credit. The Client will be reimbursed for any billing credit upon expiration or termination of this Agreement.

7.4. Late payments:
If undisputed invoiced amounts are not received by Croo by the due date, such Fees may result in interest: (a) at the rate of 1.5% per month (18% per annum); or (b) at the maximum rate permitted by law, calculated from the date payment is due until full payment.

7.5. Taxes:
You are responsible for the payment of all taxes and assessments, and all fees and levies that may apply to the sale or licensing of goods or services, as applicable, including all sales taxes, use taxes, goods and services taxes, value added taxes and excise taxes, customs duties and assessments, all payments and interest, fines and penalties thereon, imposed by any governmental authority, including federal or state, provincial, municipal and foreign authorities (collectively, the "Taxes") associated with your subscription to the Services. For clarity, Taxes do not include any taxes based on Croo's income. If we are legally obligated to pay or collect Taxes for which you are responsible under this Section 7.5, the appropriate amount will be billed to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the relevant tax authority. All payments made by or on account of compensation payable under this Agreement shall be made free of any deduction or withholding for Taxes. If you are required to deduct or withhold Taxes from such payments, the amount payable will be increased as necessary so that after making all required deductions and withholdings, we will receive an amount equal to the amount we would have received if no such deduction or withholding had been made.

8.1. Definitions:
In this Article,
"Confidential Information" means
means any information concerning a party, whether transmitted in written or oral form, communicated by one party to the other party or which becomes known to the other party in connection with the Agreement, whether before or after the date hereof, including:

(a) any information regarding such party's finances, knowledge, trade secrets, technologies, data, customers, start-up activities, business opportunities, strategies or research and development activities;

(b) any information that such party designates as confidential at the time of disclosure; and

(c)the terms of the Agreement and the fact that it exists.

8.2. Use of Confidential Information:
Each party shall not make use of the other party's Confidential Information, and shall cause its directors, officers, employees, representatives, subcontractors or agents ("Representatives") not to make use thereof, other than for the purpose of performing the Services.

8.3. Disclosure of Confidential Information:
Each party shall not disclose the other party's Confidential Information and shall cause its Representatives not to disclose such Confidential Information, except to the extent such disclosure is expressly permitted by this Agreement. Each party may disclose the other party's Confidential Information to its Representatives, but only if such Representatives:

(a) need to have the information in order to perform the Services and, in such case, only to the extent that such disclosure is necessary for the performance of the Services;

(b) have been advised of the confidential nature of such information; and

(c) have agreed to act in accordance with this Article 8.

8.4. Protection of Confidential Information:
Each party shall act (and cause its Representatives to act) to protect and maintain the confidentiality of the other party's Confidential Information.

8.5. Notice of Disclosure:
As soon as either party becomes aware of any use or disclosure of the other party's Confidential Information in violation of this Agreement, it shall notify the other party.

8.6. Liability for breaches by Representatives:
Each party shall be liable for its Representatives' breaches of the provisions of this Article 8. Each party shall be responsible for the illegitimate use and disclosure by its Representatives of the other party's Confidential Information. Each party shall be similarly liable with respect to any other person to whom it or its Representatives have provided the other party's Confidential Information.

8.7. Specific performance and injunctive relief:
The parties acknowledge that a breach of this Section 8 would cause irreparable harm that cannot be adequately remedied by damages. Accordingly, each party shall have the right to compel specific performance of the other party's obligations under this Article 8, to obtain an injunction and to take any other means provided by law to enforce its rights.

8.8. Disclosure Required by Law:
If a party is legally required to disclose Confidential Information, it shall:

(a) notify the other party within a reasonable time prior to disclosure ;

(b) use its best efforts to oppose the request for disclosure and to maintain the confidentiality of the information; and

(c) disclose only such information as it is legally required to disclose.

8.9. Information obtained from other sources:
The obligations of each party with respect to Confidential Information do not apply to the extent that the information in question:

(a) is in the public domain other than by reason of its disclosure by such party or its Representatives ;

(b) is in the possession of such party prior to its disclosure and this fact is established by prior written evidence;

(c) is obtained by such party or its Representatives independently from a source which had permission to disclose it; or

(d) is independently developed by such party without reference to the Confidential Information of the other party.

8.10.Surrender of Confidential Information:
Each party shall, upon request by the other party, surrender or destroy all documents in its possession containing the other party's Confidential Information, including any documents provided to it by the other party or prepared by it or its Representatives. The requesting party has the option of demanding the surrender or destruction of documents, and may make such a demand at any time. The party making the request may also require the party delivering or destroying the documents to produce a statement signed by one of its officers confirming, to the best of the officer's knowledge, that it has fulfilled its obligations under this Article 8. Notwithstanding the foregoing, a party's obligations under this Section 8 shall not apply with respect to Confidential Information that the party is required to maintain under applicable law. Similarly, such obligations shall not apply in the case of electronic copies of Confidential Information included in copies retained for archival purposes by Croo's backup systems in the event of disaster recovery or otherwise, provided that such systems are protected by commercially reasonable security measures. Such copies shall be deleted in accordance with the normal deletion time of Croo's backup systems.

8.11.Duration of obligations regarding Confidential Information:
The parties shall honor the obligations under this Section 8 during the term of this Agreement and for an indefinite period thereafter with respect to each item of Confidential Information until such item of information no longer qualifies as Confidential Information by virtue of the application of one or more of the exceptions set forth in Section 8.9.

9.1. Computer Security Practices:
During the Term, we undertake to take commercially reasonable means to implement and maintain computer security practices in accordance with industry standards.

9.2. Personal Information:
Please see our Privacy Policy (published athttps://www.croo.io/fr/privacy/) for more information on how we collect and use information relating to the use and performance of the Services.

9.3. GDPR:
If your use of the Services includes the processing of personal information that is subject to the General Data Protection Regulation (EU) 2016/679, you must notify us. You are solely responsible for ensuring compliance with all applicable laws and regulations of the European Union and its member states.

9.4. Security and data protection for Client Systems:
You are solely responsible for the security of your Client Systems and all data stored thereon. Without limiting the generality of the foregoing, but except as provided in this Agreement or in any applicable Order or Statement of Work, you are solely responsible for the following: (a) scanning for and preventing the transmission and receipt of viruses and other harmful components from your Client Systems, and (b) maintaining complete and up-to-date backup copies of all data contained in each Client System to minimize the risk of data loss or damage.

WARRANTIES AND DISCLAIMERS

10.1. Mutual warranties:

Each party represents and warrants to the other as follows: (a) if it is a corporation, it is duly organized and validly existing in its jurisdiction of incorporation; (b) it has all necessary power and capacity to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; (c) if the party is an individual, the party is at least 18 years old or has reached the age of majority in the jurisdiction where the party is located, if that age is not 18; (d) the execution of this Agreement by its representative whose signature appears at the end of this Agreement has been duly authorized by all necessary action; and (e) when signed and delivered by each party, this Agreement will constitute that party's legal, valid and enforceable obligation, enforceable against that party in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, creditor arrangement or moratorium laws, or similar laws relating to or affecting creditors' rights generally, or by general principles of equity.

10.2. Not a consumer:

The Client represents and warrants that it will use the Services only for business and professional purposes. The Client acknowledges and agrees that the Services are not intended for use by consumers.

10.3. Disclaimer:

(a) EXCEPT FOR THE WARRANTIES EXPRESSLY SET OUT IN THIS AGREEMENT, WE PROVIDE THE SERVICES AND EQUIPMENT "AS IS" AND MAKE NO, AND TO THE FULLEST EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIM ANY, WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY OR NON-INFRINGEMENT, AND WARRANTIES THAT THE SERVICES OR EQUIPMENT WILL MEET YOUR REQUIREMENTS OR WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. USE THE SERVICES AND EQUIPMENT AT YOUR OWN RISK.

(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY SET OUT IN THIS AGREEMENT.

INDEMNIFICATION

10.4. Indemnification by the Client:

The Client will defend, indemnify and hold harmless Croo, its affiliated companies, and their directors, officers, employees, agents, shareholders, successors and assigns from and against any claims, losses, damages, penalties, liabilities and costs, including reasonable legal fees, of any kind, incurred in connection with or arising from a third-party claim: (a) alleging that Client Data or Client Systems infringe or violate intellectual property rights, privacy rights or any other third-party rights, or violate any applicable law; (b) arising from the Client's breach of Section 2.1; or (c) relating to or arising from the Client's use of any Third-Party Service, including the Client's breach of any terms or conditions applicable to any Third-Party Service.

10.5. Indemnification procedures:

The party seeking indemnification under this section because of a claim against it must promptly notify the indemnifying party in writing and cooperate with that party at the indemnifying party's expense. The indemnifying party must immediately assume the defense of the claim and retain counsel of its choice at its own expense. The indemnifying party must not agree to any settlement that adversely affects the indemnified party's rights without its prior consent, which the indemnified party must not unreasonably withhold or delay. If the indemnified party fails to perform its obligations under this Section 10.5, that failure does not relieve the indemnifying party of its obligations, except to the extent that the indemnifying party can demonstrate that it suffered material prejudice as a result. The indemnified party may, at its own expense, participate in or observe the defense.

LIMITATIONS OF LIABILITY

10.6. Maximum liability:

EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 10.6 TO 10.8, AND EXCLUDING THE CLIENT'S OBLIGATION TO PAY ALL FEES DUE TO THE COMPANY UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER UNDER STATUTE, CONTRACT, EXTRACONTRACTUAL LIABILITY OR ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY THE CLIENT FOR THE SERVICES AND EQUIPMENT THAT ARE THE SUBJECT OF THE CLAIM DURING THE 6 MONTHS (OR THE PERIOD SINCE THE START OF THE TERM, IF SHORTER) IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. FOR CLARITY, THE CALCULATION OF EACH PARTY'S LIABILITY UNDER THIS SECTION 10.6 EXCLUDES FEES PAID BY THE CLIENT TO A THIRD PARTY OR FOR THIRD-PARTY SERVICES, EVEN IF THE SERVICES ARE BUNDLED OR OTHERWISE PROVIDED TOGETHER WITH THIRD-PARTY SERVICES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 10.6 ALSO APPLY TO OUR AFFILIATED COMPANIES AND TO OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND TO CLAIMS BASED ON ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, EXTRACONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

10.7. Excluded damages:

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR LOSS OF PROFITS, GOODWILL OR DATA OR OTHER INTANGIBLE LOSSES ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE EQUIPMENT OR ANY OTHER ASPECT OF THIS AGREEMENT.

(b) IN NO EVENT WILL WE BE LIABLE FOR ANY THIRD-PARTY SERVICE, INCLUDING THE FAILURE OF ANY THIRD-PARTY SERVICE, OR FOR THE ACTIVITIES OF ANY THIRD PARTY, OR FOR ANY CONNECTION OR TRANSMISSION OVER THE INTERNET.

(c) THE CLIENT ACCEPTS AND ASSUMES ALL RISK OF DAMAGE, LOSS AND LIABILITY RESULTING FROM THE UNAUTHORIZED USE OF A SERVICE BY AN AUTHORIZED USER OR THE UNAUTHORIZED USE OR DISCLOSURE OF ACCESS CREDENTIALS. THE COMPANY IS NOT REQUIRED TO VERIFY THE IDENTITY OR ACTUAL AUTHORITY OF ANY PERSON USING THE ACCESS CREDENTIALS. THE COMPANY MAY ACT ON ANY COMMUNICATION GIVEN TO IT USING THE ACCESS CREDENTIALS.

(d) THE CLIENT ACKNOWLEDGES THAT THE SERVICES OR EQUIPMENT MAY BE AFFECTED BY CIRCUMSTANCES BEYOND THE COMPANY'S CONTROL AND MAY NOT BE CONTINUOUS, UNINTERRUPTED OR SECURE, BEING SUBJECT TO THE LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND TECHNOLOGICAL COMMUNICATION METHODS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAY, FAILURE, DAMAGE, LOSS OR CIVIL LIABILITY RESULTING FROM ANY OF THESE PROBLEMS. THE CLIENT ACKNOWLEDGES THAT THE SECURITY MEASURES USED BY OR ON BEHALF OF THE COMPANY AND ITS SUBCONTRACTORS AND SERVICE PROVIDERS MAY NOT PROTECT CLIENT SYSTEMS OR THE DATA STORED IN THEM AGAINST UNAUTHORIZED ACCESS, USE OR DISCLOSURE. THE COMPANY IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO A CLIENT SYSTEM OR THE DATA STORED IN IT, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS.

(e) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR DAMAGE, LOSS OR INJURY RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, EQUIPMENT, YOUR ACCOUNT OR THE CLIENT DATA STORED IN IT.

10.8. Exclusions:

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT, OR WILL BE INTERPRETED AS EXCLUDING OR LIMITING, EITHER PARTY'S LIABILITY FOR (I) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (II) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (III) INTENTIONAL FAULT OF THAT PARTY OR ITS EMPLOYEES; OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

10.9. Basis of the bargain:

SECTIONS 10.6 TO 10.8 ARE ESSENTIALLY INTENDED TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND TO LIMIT THEIR POTENTIAL LIABILITY IN LIGHT OF THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN MUCH HIGHER IF THE COMPANY HAD TO ASSUME ANY OTHER LIABILITY. THE PARTIES RELIED ON THESE LIMITATIONS IN DECIDING WHETHER TO ENTER INTO THESE TERMS.

11.1. Assignment:
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld), and any attempt to assign without such consent shall be void. Notwithstanding the foregoing, we may assign this Agreement in its entirety (including all Orders and Statements of Work), without your consent, to a company within the same group as us or in the event of a merger, acquisition, reorganization of Croo, or the sale of all or substantially all of our shares or assets.

11.2. Relationship Between the Parties:
No agency, partnership, joint venture, or employment relationship is created by this Agreement, and neither party has the power to bind the other in any way.

11.3. Advertising:
Unless otherwise notified in writing by you or any reasonable restriction or requirement, you agree that we may disclose that you are a Client of the Services, and we may use your name and logo in the following contexts: (a) Croo’s digital, online, and printed marketing materials (including on our websites); and (b) external presentations, including to individual Clients and prospects, as well as at trade shows, conferences, and similar events.

11.4. Force Majeure:
A party shall not be liable to the other party, nor shall it be considered in default of its obligations under this Agreement, if it is in default or delay in performing its obligations (excluding an obligation to pay money), and such default or delay is caused by force majeure. For the purposes hereof, force majeure includes (a) any flood, fire, or explosion; (b) any war, invasion, riot, or other civil disturbance; (c) any embargo or blockade that comes into effect after the date hereof; (d) any national or regional state of emergency; (e) any epidemic or pandemic disease; (f) any strikes, work stoppages, slowdowns, or other industrial disruptions; or (g) any other event beyond the reasonable control of such party.

11.5. Modification:
(a) Croo may modify this Agreement from time to time. Croo will notify you of any modification, and the modification will take effect 24 hours after the notification notice. The notice may be given in one of the following ways:
(i) by posting the notice on Croo’s website or as part of any administrative control to access the Services,
(ii) by sending the notice of modification to the email address associated with your account, or
(iii) if you continue to use the Services after a modification, it will mean that you accept the modification. If you do not agree to the modifications, you may discontinue your use of our Services.
(b) Any Order already in progress before the modification takes effect will continue to be governed by the terms in effect on the date of the Order. Any dispute arising under this Agreement will be resolved according to the version of this Agreement in effect when the dispute arose.
(c) We may modify the online terms or documents incorporated by reference into this Agreement at any time by posting the revised terms or documents on Croo’s website, provided we will notify you of any changes that, in our sole discretion, have a material impact on this Agreement.

11.6. Severability:
If a court finds any part of this Agreement to be invalid, the remainder of the Agreement will continue to apply with the minimum modifications necessary to remove the invalid part.

11.7. Notice to the Client:
Croo may give you notice using the features provided for this purpose in the Services or on Croo’s website. We may also contact you or your Authorized Users through your account with Croo or the contact information you provide, such as email or phone number. If you do not keep your account information up to date, such as your contact details, you may not receive important information about our Services or this Agreement. Without limiting the foregoing, we may also contact you at the address you provide on the signature page of the Agreement.

11.8. Notice to Croo:
For any notice to Croo under or concerning this Agreement, you must notify Croo by email at legal@croo.io with a copy sent by registered mail to the following address: Le Groupe Croo inc., 33 rue Prince, Montréal, Québec H3C 2M7.

11.9. Waivers:
The rights of each party may only be waived in writing. No failure to exercise, and no delay in exercising, a right or remedy under this Agreement shall be deemed a waiver of that right or remedy. No waiver of a breach of any provision of this Agreement shall be construed as a waiver of any subsequent breach of that provision or a similar provision.

11.10. Interpretation:
(a) The titles of the articles and sections of this Agreement are for convenience only and shall not be used to interpret its provisions.
(b) All references to dates and times are in Montreal time, unless otherwise indicated.
(c) All references to dollars or the "$" symbol are in Canadian dollars, unless otherwise indicated.
(d) When reference is made in this Agreement to parties, articles, or appendices, it refers to the parties, articles, or appendices of this Agreement unless otherwise specified.
(e) When the words “including” or “comprising” (or any similar word) are used in this Agreement, they shall not be construed as limiting the generality of what precedes them.

11.11. Non-exclusive Remedies:
Unless otherwise indicated, the remedies of each party under this Agreement are not exclusive of any other remedies under this Agreement, at law, or otherwise.

11.12. Governing Law:
This Agreement will be governed by and construed in accordance with the laws in force in the province of Quebec, Canada, and you agree to submit to the exclusive jurisdiction of the courts located in Montreal, Quebec, Canada to resolve any disputes related to this Agreement, your use of the Services, and your use of any product purchased through the Services.

11.13. Priority of Documents:
If there is a conflict or inconsistency between any of the documents incorporated into this Agreement (including online terms, appendices, any Order, or any Service Addendum), then:
(a) The document that expressly states it modifies or revises another document takes precedence over the latter;
(b) In the absence of such a stipulation, the order of priority is as follows: (1) any Order and its Service Addenda (if applicable) or any Statement of Work; (2) this Agreement and its appendices; and (3) any online terms or other documents;
(c) With respect to your rights and obligations governing your use of any third-party Services, the terms applicable to the third-party Services shall take precedence; and
(d) If there is a conflict or inconsistency between two or more documents of the same priority level, the document most directly and specifically related to the subject of the conflict or inconsistency shall take precedence in the extent of the conflict or inconsistency.

11.14. Entire Agreement:
This Agreement, including other documents referenced as applicable to the Services in this Agreement, constitutes the entire agreement between you and Croo for your use of the Services. Any prior understanding, statement, or agreement (oral or written) does not apply, including additional terms you may present (such as terms in a unilateral notice from you or printed on an order form or any other document generated by you). This Agreement binds the parties as well as their successors and authorized assignees.

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