TERMS OF SERVICE: ATLAS SOFTWARE AS A SERVICE AGREEMENT

This Agreement was last updated on June 1, 2025

These Terms of Service  (the “Agreement”) govern the access to and use of Atlas Services provided through the Atlas Application (as defined below).  By visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Atlas Services, you (the “Customer”) and its Permitted Users  are entering into this Agreement with Atlas Restaurant Management Systems Inc. (“Atlas”)  

BY USING THE ATLAS SERVICES, THE CUSTOMER ACKNOWLEDGES THAT THE 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 12 . IF THE CUSTOMER DOES OR THE PERMITTED USER NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, THE CUSTOMER OR THE PERMITTED USER  WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE ATLAS SERVICES.  THE CUSTOMER REPRESENTS AND WARRANTS TO ATLAS THAT THE CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.  IF THE CUSTOMER IS USING THE ATLAS SERVICES ON BEHALF OF ANOTHER PERSON, THE CUSTOMER HEREBY REPRESENTS AND WARRANTS TO ATLAS THAT THE CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

1. “Aggregated Data” means data, information or other materials that are not identified as relating to a particular individual or company.  

2. “AML Laws” means all laws relating to terrorism, money laundering or bribery, government sanctions and know your client requirements, including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada) and the United Nations Al-Qaida and Taliban Regulations (Canada) promulgated under the United Nations Act, and other applicable anti-money laundering, anti-terrorist financing, government sanction and know your client laws, including any rules, regulations, directives, guidelines or orders promulgated, issued or enforced thereunder, whether within Canada or elsewhere.

3. “Applicable Laws” means applicable laws, statutes, regulations, or operating rules of any Governmental or Regulatory Authority including but not limited to financial regulators, and, for greater certainty, AML Laws and privacy laws, directive or other requirement or guideline issued by any Governmental or Regulatory Authority or as part of the Payment Network Regulations.

4. “Atlas Application” means the Atlas online application used  to access the Services. 

5. “Atlas Services” means services as described in the applicable Order Form and any professional services that may be provided from time to me. 

6.  “Business Day” means any day that is not a Saturday, Sunday or statutory holiday in the Province of Ontario;

7. “Customer Data” means any data, information, content, records, and files that the Customer (or any of its Permitted Users) loads, transmits to or enters into the Atlas Services, including Personal Information. 

8. “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over a party, or any other person, property, transaction, activity, event or other matter related to this Agreement, including the Payment Networks and Debit Card Networks.

9. “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Agreement. 

10. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

11. “Permitted User” has the meaning set out in Section 4. 

2.  Atlas Services

   1. Provisioning of the Atlas Services.  Subject to the Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Atlas will make the Atlas Services available to the Customer on the terms and conditions set out in this Agreement (including any Order Form and Purchase Terms). The Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Atlas Services, and for Permitted Users’ compliance with this Agreement.  

   2. Restrictions on Use.  The Customer will not itself, nor will it permit others to: 

      1. sub-license, sell, rent, lend, lease or distribute the Atlas Services or any intellectual property rights therein, or otherwise make the Atlas Services available to others; 

      2. use or access the Atlas Services (A) in violation of any Applicable Law or intellectual property right, (B) in a manner that threatens the security or functionality of the Atlas Services, or (C) for any purpose or in any manner not expressly permitted in this Agreement;

      3. use the Atlas Services to create, collect, transmit, store, use or process any Customer Data other than in accordance with this Agreement:

      4. upload to the Atlas Application or otherwise use the Atlas Services in connection with any documents, information or data that contains any  viruses, worms, malicious code, or any software intended to damage or alter a system or data;

      5. upload to the Atlas Application Services or otherwise use the Atlas Services in connection with any documents, information or data that the Customer does not have the lawful right to create, collect, transmit, store, use or process; or

      6. upload to the Atlas Application or otherwise use the Atlas Services in connection with any documents, information or data that violates any applicable laws, or 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); 

      7. Modify the Atlas Services and Atlas Application; 

      8. reverse engineer, decompile or disassemble the Atlas Services and Atlas Application;  

      9. remove or obscure any proprietary notices or labels on the Atlas Services, including brand, copyright, trademark and patent or patent pending notices; 

      10. access or use the Atlas Services and Atlas Application for the purpose of building a similar or competitive product or service; or

      11. perform any vulnerability, penetration or similar testing of the Atlas Application 

   3. Suspension of Access; Scheduled Downtime; Modifications.  Atlas 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 the Customer’s access to or use of the Atlas Services: 

         1. for scheduled maintenance; 

         2. due to a Force Majeure Event;

         3. if Atlas believes in good faith that the Customer or any Permitted User has violated any provision of this Agreement; or 

         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; and

      2. make any Modifications to the Atlas Services.

   4. Subcontracting.  Atlas may engage third parties to provide the Atlas Services, including cloud providers. 

3. Ownership; Reservation of Rights

   1. The Customer retains all ownership and intellectual property rights in and to the Customer Data.  The Customer grants to Atlas a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit the Customer Data to: (i) provide the Atlas Services; (ii) improve and enhance the Atlas Services and its other offerings; and (iii) produce Aggregated Data. Atlas may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to the Customer of any kind.

   2. Atlas or its licensors retain all ownership and intellectual property rights in and to: (i) the Atlas Services; (ii) Atlas Application  (iii) anything developed or delivered by or on behalf of Atlas under this Agreement; and (iv) any Modifications to the foregoing (i) and (ii) (collectively, “Atlas Property”).

   3. To the extent that the Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Atlas Services to Atlas (“Feedback”), the Customer acknowledges and agrees that:

      1. The Feedback does not contain confidential or proprietary information and Atlas is not under any obligation of confidentiality with respect to the Feedback; and

      2. Atlas will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to the Customer for such use.

   4. All rights not expressly granted by Atlas to the Customer under this Agreement are reserved by Atlas.

4. Privacy

   1. Personal Information.  Each Party will comply with all applicable federal, provincial and local laws, rules and regulations concerning the privacy and security of personally identifiable information (“Personal Information”), including, the requirements of the Personal Information Protection and Electronic Documents Act (“Privacy Laws”).  The Parties will provide reasonable assistance to each other in order to allow the Parties to comply with their respective obligations under Privacy Laws.  The Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Atlas’ privacy policy located at https://atlasrms.com/privacy-policy. 

   2. Atlas Obligations.  To the extent that Atlas receives Personal Information in the course of providing the Atlas Services under this Agreement, Atlas will: 

      1. only use Personal Information for the purposes of rendering the Atlas Services in accordance with the Agreement and as otherwise instructed by the Customer in writing from time to time;

      2. where any disclosure or transfer of Personal Information is required by law, promptly notify the Customer in writing of any such requirement for disclosure (except where legally prohibited to do so);

      3. implement physical, technical and administrative and other organizational measures to safeguard the Personal Information against loss, theft, damage or unauthorized or unlawful access or processing;

      4. store and access Personal Information from its servers located in North America;

      5. limit access to Personal Information only to those employees and sub-processors who need to have access to the Personal Information for the purposes of Atlas rendering the Atlas Services under this Agreement;

      6. notify the Customer at first reasonable opportunity upon Atlas becoming aware of, or suspecting, any loss, theft, damage or unauthorized or unlawful access or processing, and comply with all instructions of the Customer in connection therewith;

      7. upon the termination of this Agreement, upon the written instruction of the Customer, securely dispose of all Personal Information in the possession or control of Atlas (subject to a legal requirement to maintain such Personal Information).

5. Customer User Account 

Atlas will issue one or more administrator accounts to the Customer that provides the Customer with the capability to create user accounts (each, a “Customer User Account”) for use by the Customer and all individuals who are employees or contractors of the Customer that the Customer wishes to have access to and use of the Atlas Services (each user, and each administrator, a “Permitted User”).  The Customer will ensure that Permitted Users only use the Atlas Services through the Customer User Account.  The Customer will not allow any Permitted User to share the Customer User Account with any other person.  The Customer will promptly notify Atlas of any actual or suspected unauthorized use of the Atlas Services.  Atlas 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.  The Customer will ensure that all individual users of the Atlas Services, including Permitted Users, are contractually bound to terms and conditions with the Customer that are no less restrictive or protective of Atlas’ rights than those set forth in this Agreement. 

6. Support

Atlas will provide the Customer with Atlas’ technical support services (“Support Services”) via email at support@atlasrms.com between 9:00 a.m. and 5:00 p.m. Eastern Time each day of the week, excluding statutory and civic holidays observed in Toronto, Ontario. 

7. Service Levels

   1. Atlas will use commercially reasonable efforts to ensure that the Atlas Services are  available on a 24 x 7 x 365 basis with an objective of achieving 95.00% availability for each calendar month, excluding suspension or scheduled downtime of, or Modifications to, the Atlas Services in accordance with Section 2(c) (the “Availability Service Level”).  

   2. If Atlas fails to satisfy the Availability Service Level, Atlas will use commercially reasonable efforts to rectify any issue that caused Atlas to fail to satisfy the Availability Service Level and provide Customer with a root cause analysis of such failure within 60 business days following the failure.

8. Fees 

   1. Fees.  The Customer will pay the Fees as set out in the applicable Order Forms. If applicable,  Permitted Users will pay the Fees specified in the Atlas Application directly to Atlas. Atlas reserves the right to change the Fees and institute new charges at any time  upon providing not less than 30 days prior notice.

9. Confidential Information

   1. Definitions.  For the purposes of this Agreement, a Party or its affiliates, customers, employees, licensors or suppliers 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.  Where the Discloser is the Customer, Confidential Information includes Customer Data, and where the Discloser is Atlas, Confidential Information includes Atlas Property.  Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include: (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 following the Term it will not, except to exercise its license rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates that have 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 writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend.  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. 

   3. Exceptions to Confidentiality.  Notwithstanding Section 8(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; (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; or (iii) in the case of Atlas, to potential assignees, acquirers or successors of Atlas if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Atlas.

10. Warranty; Disclaimer; Indemnity 

    1. CUSTOMER WARRANTY.  THE CUSTOMER REPRESENTS AND WARRANTS TO, AND COVENANTS WITH ATLAS THAT THE CUSTOMER DATA WILL ONLY CONTAIN PERSONAL INFORMATION IN RESPECT OF WHICH THE 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 APPLICABLE LAWS, TO ENABLE ATLAS TO PROVIDE THE ATLAS  SERVICES, INCLUDING WITH RESPECT TO THE COLLECTION, STORAGE, ACCESS, USE, DISCLOSURE, PROCESSING AND TRANSMISSION OF PERSONAL INFORMATION, WHICH MAY INCLUDE TRANSMISSIONS BY OR TO ATLAS AND TO OR FROM ALL APPLICABLE THIRD PARTIES.

    2. GENERAL DISCLAIMER.  ATLAS DOES NOT WARRANT THAT THE ATLAS 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 ATLAS SERVICES.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE ATLAS SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ATLAS TO THE CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.  ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN THE CUSTOMER AND THE THIRD PARTY. 

    3. STATUTORY DISCLAIMER.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, ATLAS 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, ATLAS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO THE CUSTOMER IN CONNECTION WITH THE CUSTOMER’S USE OF THE ATLAS SERVICES (OR ANY PART OF THEM) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY THE CUSTOMER FOR ANY PURPOSE WHATSOEVER. 

    4. CUSTOMER INDEMNITY.  THE CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS ATLAS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS AGAINST ANY AND ALL THIRD PARTY (INCLUDING PERMITTED USERS) CLAIMS (INCLUDING DAMAGES, RECOVERIES, DEFICIENCIES, INTEREST, PENALTIES AND LEGAL FEES), DIRECTLY OR INDIRECTLY ARISING FROM OR IN CONNECTION WITH: (I) THE CUSTOMER DATA; (II) THE CUSTOMER’S BREACH OF ANY OF THE CUSTOMER’S OBLIGATIONS, REPRESENTATIONS, WARRANTIES OR COVENANTS UNDER THIS AGREEMENT; OR (III) USE OF THE ATLAS SERVICES (OR ANY PART OF THEM) BY THE CUSTOMER OR ANY PERMITTED USER IN COMBINATION WITH ANY THIRD PARTY SOFTWARE, APPLICATION OR SERVICE.  THE CUSTOMER WILL FULLY COOPERATE WITH ATLAS IN THE DEFENSE OF ANY CLAIM DEFENDED BY THE CUSTOMER PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT AND WILL NOT SETTLE ANY SUCH CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF ATLAS.  

    5. Atlas Indemnity.  Atlas will indemnify and defend the Customer, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party claims (including damages, recoveries, deficiencies, interest, penalties and fees) directly or indirectly arising from or in connection with any claim by a third party alleging that:   

       1. the Atlas Services; or 

       2. the access to or use by the Customer or any Permitted User of the Atlas Services as permitted pursuant to this Agreement, infringes, violates or misappropriates any intellectual property right of any person.  The obligations of Atlas in this subsection (e) will not apply to the extent that a claim by a third party is: (i) based on the unauthorized use by the Customer (or any Permitted User) of the Atlas Services in a manner not permitted by this Agreement, if such claim would not have arisen but for such unauthorized use by the Customer (or its Permitted Users); or (ii) based on the Modification of any deliverables by or on behalf of the Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification.
          
          

11. 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 ATLAS 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 THE CUSTOMER FOR THE ATLAS SERVICES IN THE 3 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 ATLAS’ 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 ATLAS BE LIABLE TO THE 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. 

12. Term and Termination

    1. Term.  This Agreement shall remain in effect for as long as any Order Form entered into under this Agreement is active, or the Customer or its Permitted Users continue to access the Application or use the Services. 

    2. 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 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(e) (Survival), and Section 13 (General Provisions). 
       
       

13. General Provisions

    1. Notices.  All notices under this Agreement must be given by email and will be deemed effective when sent.

       1. If to Atlas:
          Atlas Restaurant Management Systems Inc.

          Attention: Customer Relations

          Email: hello@atlasrms.com 

       2. and if to the Customer, to the current email address that Atlas has on file with respect to the Customer.  Atlas may change its contact information by posting the new contact information on the Website. The Customer is solely responsible for keeping its contact information on file with Atlas current at all times during the Term.

    2. Publicity.  Notwithstanding any other term of this Agreement, Atlas may refer to the Customer as a customer of Atlas in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on Atlas’s Website and other online channels (collectively, “Publicity”), without notice to or prior written consent of the Customer.  Atlas may use the Customer’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the Atlas Services provided to the Customer and any testimonials received from the Customer in any such Publicity.  The Customer grants Atlas a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.

    3. Assignment.  The Customer will not assign this Agreement to any third party without Atlas’ prior written consent.  Atlas may assign this Agreement or any rights under this Agreement to any third party without the Customer’s consent.  This Agreement will enure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

    4. Governing Law and Attornment.  This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles.  The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto.  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 Atlas from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 

    5. Export Restrictions.  The Customer will comply with all export laws and regulations that may apply to its access to or use of the Atlas Services.  

    6. 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”, means 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.

    7. Force Majeure Event.  Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in laws preventing or limiting the provision of the services (“Force Majeure Event”). 

    8. 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.

    9. 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.

    10. Independent Contractors.  Atlas’ relationship to the 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 bind the other Party.

    11. Entire Agreement.  This Agreement, together with any applicable Order Forms and Purchase Terms 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.

    12. Amendments.  SUBJECT TO THE FOLLOWING SENTENCE, 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.  NOTWITHSTANDING THE PRECEDING SENTENCE, ATLAS MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE.  UNLESS OTHERWISE INDICATED BY ATLAS, 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 EARLIER).

    13. 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.