Terms

1. Account Terms

1. To access and use the Services, you must register for an OpenUnit account ("Account") and provide the information reasonably requested by OpenUnit for that purpose, such as (without limitation): your full legal name, current address, phone number, a valid email address, and any other information indicated as required about each of your self-storage facilities. OpenUnit may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

3. You confirm that you are receiving any Services provided by OpenUnit for the purposes of carrying on a business activity and not for any personal, household or family purpose.

4. You acknowledge that OpenUnit will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to OpenUnit and your primary Account email address must be capable of both sending and receiving messages. Your email communications with OpenUnit can only be authenticated if they come from your primary Account email address.

5. You are responsible for keeping your password secure. OpenUnit cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

6. OpenUnit reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

7. You acknowledge that you are responsible for the creation and operation of your OpenUnit Account.

8. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, Facility, displayed, distributed, transmitted or exhibited on or in connection with your Account ("Customer Content").

9. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of OpenUnit may result in an immediate termination of your Services.

2. Account Activation

2.1 Facility Owner

1. Subject to section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party ("Facility Owner") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Facility Owner in connection with the Service. You are responsible for ensuring that the name of the Facility Owner (including the legal name of the company that owns the Facility, if applicable) is clearly visible on the Facility's website.

2. If you are using the services on behalf of an organization, you represent that you have the authority to bind that organization to these terms, in which case "you" or "your" will refer to such organization. if you do not have such authority, or if you do not agree with these terms, you must not access or use the services.

3. Your OpenUnit Account can only be associated with one Facility Owner. A Facility Owner may have multiple facility locations under their OpenUnit Account. "Facility" means the physical self-storage location(s) associated with the Account.

2.2 Staff Accounts

1. Based on your OpenUnit pricing plan, you can create one or more staff accounts ("Staff Accounts") allowing other people to access the Account. With Staff Accounts, the Facility Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general Facility settings).

2. The Facility Owner is responsible and liable for the acts and omissions arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Facility Owner's own acts, omissions or defaults.

3. The Facility Owner and the users under Staff Accounts are each referred to as a "OpenUnit User".

3. Use Restrictions

1. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content or otherwise violate local or worldwide copyright laws in your use of the Services and Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) use, alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any Content. OpenUnit has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content provided by third parties through the Services. You are granted no licenses or rights in or to any Content.

2. You will not (a) make the Services or the Content available to, or use the Services or the Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or the Content, or include the Services or the Content in a service bureau or outsourcing offering, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Services to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data ("Malicious Code"), (e) interfere with or disrupt the integrity or performance of the Services, (f) attempt to gain unauthorized access to the Services or the Content or their related systems or networks, (g) access or use any OpenUnit intellectual property except as permitted under these Terms, (h) copy or make derivative works from all or any part of the Services or the Content or any part, feature, function or user interface of the Services, (i) frame or mirror any part of the Services or the Content, or otherwise incorporate any portion of the Services or the Content into any product or service, (j) access or use the Services or the Content in order to build a competitive product or service or to benchmark with a non-OpenUnit product or service, (k) reverse engineer the Services, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Services or the Content that is (expressly or implicitly) not intended for use by you, (m) use any non-OpenUnit automation code in relation the Services or the Content (including any "bot" or "spider"), (n) collect or harvest any information from the Services or the Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Services or the Content, (p) probe, scan, or test the vulnerability of the Services or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to OpenUnit or any other person on or through the Services.

4. OpenUnit Payment Accounts

If you use the Services to accept payments from your customers, then the following terms will apply:

1. Stripe Payments Canada, Ltd. and its affiliates (collectively, "Stripe") provide certain services (the "Stripe Services") to OpenUnit and to you that support payments by your customers to you through the Services. To obtain these payment services, you must open a separate account with Stripe (the "Stripe Account") and must enter into certain agreements with Stripe (as amended by Stripe from time to time, the "Stripe Agreements"). You hereby agree with OpenUnit, and with Stripe, that you will perform all of its obligations under the Stripe Agreements. You agree that it will not use the Stripe Services in any manner that is fraudulent, unlawful, deceptive or abusive, and that it will not use the Stripe Services for any activity that is expressly prohibited by Stripe. You hereby authorize OpenUnit to use the Stripe Services and its Stripe Account as necessary to effect payments by your customers to you through the Services. You acknowledge and agree that it is responsible and liable to Stripe for all activity on its Stripe Account, whether initiated by it or not (including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the Services in a manner prohibited under this Agreement or the Stripe Agreements).

2. You hereby consent to OpenUnit providing its data to Stripe as necessary to effect payments by your customers to you through the Services and for related purposes, and you hereby authorize Stripe to collect information from you for such purposes. For more information regarding Stripe's collection and use of data, see Stripe's Privacy Policy at www.stripe.com.

3. Certain fees are payable by you for the use of the Services and the Stripe Services to effect payments by your customers to you through the Services, and those fees are subject to change from time to time. Information on the current fees is available on the OpenUnit Pricing web page.

4. You will indemnify and hold OpenUnit and its directors, officers, employees, affiliates, agents, contractors, suppliers and licensors harmless with respect to any suits or claims by Stripe or any third party (and any related costs, including legal fees) arising directly or indirectly out of any activity on the Stripe Account, whether initiated by the you or not (including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the Services in a manner prohibited under this Agreement or the Stripe Agreements), and without limitation including (a) any failure by you to pay any amount owning by you to Stripe or any other person in any way related to the Stripe Account, or (b) any claim made against OpenUnit by Stripe or any other person as a result of any inaccurate or incomplete information provided by you to Stripe (or provided by you to OpenUnit, and which OpenUnit provided to Stripe).

5. OpenUnit does not make any representation, warranty or guarantee about the time it will take for you to receive payment for any transaction, or that payment will ultimately be received by you.

6. From time to time, OpenUnit may change the service provider it uses to support payments by your customers to you through the Services, or OpenUnit may offer the option of using other service providers to support payments by your customers to you through the Services, or OpenUnit may elect to itself perform some or all of the services that were previously provided by the service provider. If OpenUnit does so, then, in order to continue to use the OpenUnit payment services, You may be required to agree to additional terms then imposed by OpenUnit and/or any such new service provider.

5. OpenUnit Rights

1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

2. We reserve the right to refuse service to anyone for any reason at any time.

3. We may, but have no obligation to, remove Customer Content and suspend or terminate Accounts if we determine in our sole discretion.

4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any OpenUnit customer, OpenUnit employee, member, or officer will result in immediate Account termination.

5. OpenUnit does not pre-screen Customer Content and it is in our sole discretion to refuse or remove any Customer Content from the Service, including your Facility.

6. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that OpenUnit employees and contractors may also be OpenUnit customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 10.1) in doing so.

7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

8. OpenUnit retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Facility Owner. If we are unable to reasonably determine the rightful Facility Owner, without prejudice to our other rights and remedies, OpenUnit reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. Payment of Fees

1. You will pay the Fees applicable to your subscription to Online Service and/or POS Services ("Subscription Fees") and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Facility when using all payment providers other than OpenUnit Payments ("Transaction Fees"), and any fees relating to your purchase or use of any products or services such as OpenUnit Payments, POS Equipment, shipping, apps, Themes, domain names, or Third Party Services ("Additional Fees"). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the "Fees".

2. If Customer uses the Services to accept payments from end users via the Platform, then the following terms will apply: Fees may update from time to time and will be outlined here: https://stripe.com/en-ca/ssa and http://stripe.com/pricing

3. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. OpenUnit will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and OpenUnit will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

4. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a "Billing Date"). Transaction Fees and Additional Fees will be charged from time to time at OpenUnit's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Facility Owner via the email provided. As well, an invoice will appear on the Account page of your Facility's administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

5. OpenUnit's fees and expenses do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, HST, GST, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under the Agreement. If OpenUnit has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, OpenUnit will invoice Customer and Customer will pay that amount unless Customer provides OpenUnit with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, OpenUnit is solely responsible for taxes assessable against it based on its income, property and employees. All payments by Customer under these Terms will be without deduction or withholding for Taxes unless Customer is compelled by applicable laws to deduct or withhold Taxes, in which event Customer will pay to OpenUnit such additional amounts necessary to enable OpenUnit to receive, after all deductions and withholdings for such Taxes, a net amount equal to the full amount which would otherwise have been payable under the Agreement if no such deduction or withholding was required.

6. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your Facility Website during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, OpenUnit reserves the right to terminate your Account.

7. You are responsible for all applicable Taxes that arise from or as a result of any sale on your OpenUnit Facility.

8. You must maintain an accurate location in the administration menu of your OpenUnit Facility. If you change jurisdictions you must promptly update your location in the administration menu.

9. OpenUnit does not provide refunds.

7. POS Services

1. In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the OpenUnit POS software ("POS Software"), OpenUnit's POS hardware ("POS Equipment") and any updates thereto provided to you by OpenUnit.

2. Access to and use of the POS Services requires that you have an active and valid Account.

3. If your POS Services are enabled with OpenUnit Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must be the same as that used for your Online Services, if applicable.

4. You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).

5. You agree to use the POS Services in accordance with all procedures that may be provided by OpenUnit from time to time.

6. While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.

7. POS Equipment is purchased, and not leased. Please contact us via email to purchase your POS Equipment. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS Equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services.

8. The Fees for POS Services shall be determined based on the number of locations at which you are using the POS Services. Locations are defined by business address and are used for associating orders with a specific business address. Locations are added through the OpenUnit web administrative console associated with your Account. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular billing cycle. In the event of any discrepancy between the number of locations added by you through the OpenUnit web administrative console and the number of locations detected by OpenUnit, the number of locations detected by OpenUnit shall be deemed to be correct.

8. OpenUnit Email

1. You may generate or send email from your Account using the OpenUnit email services (the "Email Services"). In addition to the terms applicable to the Services generally (including OpenUnit's), the following terms apply to your access and use of the Email Services:

2. OpenUnit employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery ("Content Scanning"). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service, or OpenUnit's Acceptable Use Policy (collectively, "Threats"). By using the Email Services, you explicitly grant OpenUnit the right to employ such Content Scanning. OpenUnit does not warrant that the Email Services will be free from Threats, and each OpenUnit merchant is responsible for all content generated by their respective Facilities.

3. By generating or sending email through the email services, You agree to comply with the following requirements (the "email services requirements"). Openunit, or its third party Providers, may suspend or terminate your access to and use Of the email services if you do not comply with the email Services requirements.

4. Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email ("UCE"), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.

5. Your use of the Email Services must comply with OpenUnit's Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Email Services and the emails you generate or send through the Email Services.

6. You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual's medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, "Sensitive Data") through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.

7. If You or a customer knows of or suspects any violations of the Email Services Requirements, please notify OpenUnit at [email protected]. OpenUnit will determine compliance with the Email Services Requirements in its discretion.

8. OpenUnit's Email Services utilize Third Party Providers, including SendGrid (a Twilio Company). Your use of the Email Services is subject to SendGrid's Acceptable Use Policy as it may be amended by SendGrid from time to time.

9. Your use of the Email Services must follow all applicable guidelines established by OpenUnit. The guidelines below are examples of practices that may violate the Email Services Requirements when generating, or sending emails through the Email Services:

10. using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);

11. using purchased or rented email lists;

12. using third party email addresses, domain names, or mail servers without proper permission;

13. sending emails to non-specific addresses (e.g., [email protected] or [email protected]);

14. sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);

15. failing to include a working "unsubscribe" link in each email that allows the recipient to remove themselves from your mailing list;

16. failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;

17. failing to include in each email a link to the then-current privacy policy applicable to that email;

18. disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;

19. failing to include in each email your valid physical mailing address or a link to that information; or

20. including "junk mail," "chain letters," "pyramid schemes," incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the Email to another recipient.

9. Intellectual Property and Customer Content

1. Notwithstanding anything to the contrary contained in these Terms, OpenUnit and its licensors have and will retain all right, title and interest in and to the Services, the Content, the software and systems used to provide the Services, all code provided by OpenUnit that is used to integrate with the Services (even if installed on the systems of Customer or its service providers), all copies, modifications and derivative works of any of them, and all documentation (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights in any of them). Customer acknowledges that it is obtaining only a limited right to use the Services and Content. No rights are granted to Customer under the Terms other than as expressly set forth in the Terms.

2. OpenUnit grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to access and use the end user functionality of the Services, the Services, and the content that OpenUnit makes available to you on the OpenUnit Platform, including marketing, materials, text, audio, video, photographs, maps, illustrations, graphics, OpenUnit marks and trademarks and other media ("Content"), in each case subject to and conditional on your continued compliance with the terms and conditions of these Terms. All Content available through the Platform is owned by OpenUnit and OpenUnit's third-party providers. All Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. These Terms permit you to use the Platform for your personal use only, and not for any commercial purpose other than for transactions enabled by the functionality of the Platform. For greater certainty, OpenUnit, in its sole discretion, may terminate or suspend your license to use the Platform and/or some or all of the Services or Content at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If OpenUnit terminates or suspends your license to use the some or all of the Services or Content, these Terms will nevertheless continue to apply in respect of your use of the Services and Content prior to such termination or suspension.

3. We do not claim any intellectual property rights over the Customer Content you provide to the OpenUnit Service. All Customer Content you upload to your OpenUnit Facility remains yours. You can remove your OpenUnit Facility at any time by deleting your Account. You grant OpenUnit, its affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display the Customer Content and Customer Content as necessary for OpenUnit to provide the Services in accordance with the Agreement. Notwithstanding any other provision of the Agreement, You also grant to OpenUnit and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to collect Customer Content and other information relating to the provision, use and performance of the Services, in aggregate or other de-identified or anonymized forms, and to analyze and use such aggregated, de-identified or anonymized Customer Content and other information to improve and enhance the Services and for other OpenUnit offerings.

4. By uploading Customer Content, you agree: (a) to allow other internet users to view the Customer Content you post publicly to your Facility; (b) to allow OpenUnit to Facility, and in the case of Customer Content you post publicly, display and use your Customer Content; and (c) that OpenUnit can, at any time, review and delete all the Customer Content submitted to its Service, although OpenUnit is not obligated to do so.

5. You retain ownership over all Customer Content that you upload to the Facility Website; however, by making your Facility public, you agree to allow others to view Customer Content that you post publicly to your Facility Website. You are responsible for compliance of the Customer Content with any applicable laws or regulations.

6. OpenUnit shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Facility to promote the Service.

10. Confidentiality

1. "Confidential Information" shall include, but shall not be limited to, any and all information associated with a party's business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. OpenUnit's Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

2. Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 10. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party's obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

11. Limitation of Liability

1. You expressly understand and agree that, to the extent permitted by applicable laws, OpenUnit shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Services.

2. In no event will the total aggregate liability of OpenUnit (and OpenUnit's directors, officers, employees, partners, suppliers and agents, and the providers of third party services and third party content) for all claims, damages, losses, liabilities, costs and expenses (including legal fees and expenses) (collectively "Losses") to you related to the Service or these Terms, exceed the lesser of (A) the direct damages suffered by you; or (B) $1,000 USD.

3. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, OpenUnit partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your breach of these Terms of Service or the documents it incorporates by reference, (b) your violation of any law or the rights of a third party; or (c) your failure to pay applicable taxes under this Agreement or in relation to an Facility.

12. Disclaimer

1. The platform and the services are provided "as is" and "as available", and May include errors, omissions, or other inaccuracies. Your use of the Platform, the services and the content is at your own risk. Openunit Disclaims all warranties, representations, covenants and conditions (express, implied or statutory) in connection with the platform, the Services and the content, including any warranties, representations, Covenants, conditions, or other terms of merchantability, fitness for a Particular purpose, accuracy, completeness, performance, and non-Infringement. Openunit makes no representation or warranty or any Other term that the platform, the services or the content will operate Error free or in an uninterrupted fashion, or that the platform, the Services and the content will be secure, or that the platform or any Files or information that you download from the platform, the services Or the content, will be free of malicious code. Openunit is not Responsible for the security of any information transmitted to or from The platform or the services. Openunit makes no representations or Warranties about any third party websites or related content directly Or indirectly accessed through links in the services. Openunit makes no Representations and warranties as to the accuracy, integrity, legality Or timeliness of any postings, communications or interactions with Buyers through the services. Any transaction that takes place with a Facility owner through the services is between you and the facility Owner and openunit disclaims all warranties, representations, Covenants and conditions (express, omissions, or statutory) in Connection with any transaction between you and the facility owner, Including any claims related to taxes owed or penalties or fines in Relation to you or facility owners failure to pay any taxes. Your sole And exclusive remedy for dissatisfaction with the platform, the Services and the content is to stop using them.

13. Cancellation and Termination

1. You may cancel your Account and terminate the Terms of Service at any time by contacting OpenUnit Support and then following the specific instructions indicated to you in OpenUnit's response.

2. Upon termination of the Services by either party for any reason: 13.2.1. OpenUnit will cease providing you with the Services and you will no longer be able to access your Account;

3. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

4. any outstanding balance owed to OpenUnit for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

5. your Facility website will be taken offline.

6. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

14. Beta Services

1. From time to time, OpenUnit may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants ("Beta Services"). Beta Services may be subject to additional terms and conditions, which OpenUnit will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered OpenUnit Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without OpenUnit's prior written consent. OpenUnit makes no representations or warranties that the Beta Services will function and the Facility is using such Beta Services at their own risk. OpenUnit may discontinue the Beta Services at any time in its sole discretion. OpenUnit will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. OpenUnit may change or not release a final or commercial version of a Beta Service in our sole discretion.

15. Feedback and Reviews

1. OpenUnit welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, "Feedback") to OpenUnit be subject to any obligation of confidentiality or expectation of compensation. Any reviews of a Third Party Service or Third Party Provider that you submit to OpenUnit must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. OpenUnit reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

2. You grant to OpenUnit and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services the Feedback. As mentioned in our Privacy Statement, any non-identifiable information gathered by us through your use of the Services may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of the Services. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.

16. Miscellaneous

1. Technical support in respect of the Services is only provided to OpenUnit Users.

2. You acknowledge and agree that OpenUnit may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on OpenUnit's website, available at https://openunit.com/about/policies/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to OpenUnit's website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

3. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. You may not use the OpenUnit Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer's jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

4. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use OpenUnit or OpenUnit trademarks and/or variations and misspellings thereof.

5. The Services may allow you to access and use Third Party Services. You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. OpenUnit makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. OpenUnit does not guarantee the continued availability of Third Party Services, and OpenUnit may disable a Third Party Service in OpenUnit's sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, OpenUnit expressly disclaims responsibility and liability for all Third Party Services, and you agree that OpenUnit shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.

6. You acknowledge and agree that your use of the Services, including information transmitted to or Facility by OpenUnit, is governed by its privacy policy at https://openunit.com/about/policies/privacy

7. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and OpenUnit's Terms of Service available in another language, the most current English version of the Terms of Service at https://openunit.com/about/policies/terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by OpenUnit (acting in its sole discretion) or as required by applicable law.

8. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. OpenUnit shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without OpenUnit's prior written consent, to be given or withheld in OpenUnit's sole discretion.

9. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

17. DMCA Notice and Takedown Procedure

1. OpenUnit supports the protection of intellectual property and asks OpenUnit merchants to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our Facility Owners is infringing their intellectual property rights, they can send a DMCA Notice to OpenUnit's designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Customer Content claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we're Facility the material. For more information, see our DMCA Notice and Takedown Procedure.

18. Notice

1. All notices, requests, demands, claims, and other material communications under the Terms of Service, must be in writing, and will be deemed duly given when delivered personally or by courier, or when delivered by email if receipt of the email is acknowledged by OpenUnit, in each case addressed to OpenUnit as follows: