Acceptance of Terms.

The following terms and conditions govern all use of the website located at https://yuhu.io/ (the Website), including all of the materials, documents, text, images, graphics, animation, videos and other information and content included in or available at the Website (Content). The Website, Content and any services provided at the Website are collectively referred to as the Service. The Service is owned and operated by YUHU, Inc. (yuhu).

The Service is offered and provided subject to acceptance of all of the terms and conditions contained herein (Terms of Use). The Terms of Use shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to herein or that may otherwise be published at the Website by yuhu from time to time (collectively, Policies), including without limitation, the Privacy Policy.

The Service is available only to individuals who are at least 18 years old, who are acting for themselves or in their capacity as an employee or representative of a business entity or other organization (in which case you represent and warrant that you are authorized to agree to the Terms of Use on behalf of yourself and such entity or organization). yuhu may refuse to offer the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO DO SO, THEN DO NOT REGISTER FOR, ACCESS OR USE THE SERVICE. COMPLETING ANY REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THE TERMS OF USE, WITHOUT MODIFICATION.

Changes.

yuhu reserves the right, at its sole discretion, to modify or replace any of the Terms of Use (including any Policy) at any time. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. The Terms of Use (as it applies to you) may not otherwise be amended except by written instrument executed by you and yuhu.

No Warranties.

THE WEBSITE, CONTENT AND OTHER ASPECTS OF THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NEITHER YUHU NOR ITS AFFILIATES REPRESENT OR WARRANT THAT: (A) THE SERVICE WILL BE TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS VOLUNTARY AND SOLELY AT YOUR OWN RISK.

ACCESS TO The Yuhu Solution

Subject to the terms and conditions of this Agreement, Yuhu shall provide the Implementation Services to Customer. 

Yuhu shall use commercially reasonable efforts to provide Customer and its Authorized Users with access via the Internet to the Yuhu Solution for the purpose of using the Yuhu Solution in accordance with the terms of this Agreement and in the manner more particularly set out herein. Accordingly, Yuhu shall ensure that the Yuhu Solution is available to Customer in accordance with the service level criteria and performance metrics set forth in Exhibit A (the “Service Level Agreement”).

Customer and its Authorized Users are responsible for obtaining their own access to the Internet. 

The parties acknowledge that the Yuhu Solution operates in, connects to and interfaces with certain Hardware and third party software not provided by Yuhu. Customer is responsible for obtaining, installing, supporting and maintaining such Hardware and software, and Yuhu shall not, unless otherwise agreed to by the parties, be responsible for obtaining, installing, supporting or maintaining same.  

Customer shall be permitted to provide to the Authorized Users the access codes and passwords provided to it by Yuhu in order for said Authorized Users to access, utilize or otherwise employ the Yuhu Solution (the "Access Codes"). All such Access Codes, including those selected by and used by Customer and its Authorized Users, are to be kept secret and confidential.Customer shall not, and shall cause its Authorized Users to not, disclose the Access Codes to any other party without the express written permission of Yuhu. Customer acknowledges and agrees that Yuhu is responsible for the issuance of Access Codes and that Yuhu will only issue Access Codes to its Authorized Users on Customer's instruction and as Customer's agent. 

Customer acknowledges and agrees that it shall be responsible for each and every access, use or employment of the Yuhu Solution that occurs in conjunction with all Access Codes, and that Yuhu is authorized to accept the Access Codes as conclusive evidence that Customer, or its Authorized Users, as the case may be, have accessed, utilized, or otherwise employed the Yuhu Solution. 

Customer agrees that it will not attempt to, nor permit its Authorized Users to, enter restricted areas of Yuhu's computer systems or perform functions that Customer is not authorized to perform pursuant to this Agreement. Yuhu may, without notice, temporarily suspend Customer's, or any of its Authorized Users, or any other party's access to the Yuhu Solution or Documentation, (including, without limitation, any specific areas hosted within the Yuhu Solution) by deactivating any Access Codes or links to the Internet if Yuhu reasonably suspects that Customer, or any of its Authorized Users, or any other parties are obtaining unauthorized access to Yuhu's other systems or information, or are using otherwise valid Access Codes in any other unauthorized manner. These suspensions will be for such periods of time as Yuhu, at its sole discretion, may reasonably determine is necessary to permit the thorough investigation of such suspended activity. Notwithstanding any other provision in this Agreement, Yuhu may terminate this Agreement, or any portion of the licenses granted herein, immediately, without notice, if it is determined that Customer or its Authorized Users have undertaken such unauthorized activity.

1.8.Customer agrees to provide to Yuhu its Tenants’ contact information and lease details and to provide its Tenants a link (provided to Customer in the Yuhu Solution) for such Tenants to access the Tenant-facing aspect of the Yuhu Solution, wherein Tenants can manage their relationship with Yuhu (the “Tenant Portal”). Customer will direct its Tenants to use the Tenant Portal in order to either: (i) enter into a pre-authorized payment agreement with Yuhu for automatic monthly rent payments; or (ii) make monthly rent payments by credit card in accordance with Section 8.6.

CUSTOMER RESPONSIBILITIES

Customershall not: (i) upload to, or transmit from, the Yuhu Solution any data, file, software, or link that contains or redirectstoavirus,Trojanhorse,worm, orotherharmful component; (ii) reverseengineer,de-compile, hack,disable,interferewith,disassemble,copy, or disrupt the integrity or the performance of the Yuhu Solution (including Third Party Materials), any third party use of the Yuhu Solution, or any third party data contained therein; (iii) do anything that will reveal or generate the source code of the Yuhu Solution; (iv) accesstheServicesinordertobuilda competitive product or service or copy any ideas, features, orfunctions oftheYuhu Solution; (v) attempttogain unauthorizedaccesstothe Yuhu Solution oritsrelatedsystemsornetworks; (vii) create derivatives or modify theYuhu Solution; (vii) sublicense, lend or lease the Yuhu Solution or Documentation, or otherwise make the Yuhu Solution or Documentation available, to any third party; (viii) permit the Yuhu Solution to be subject to any timesharing, service bureau, subscription service or rental activities; or (ix) authorize,permit, orencourageany thirdparty todoanyoftheabove. 

Customer understands and agrees that any loss or damage of any kind that occurs as a result of the content ofCustomerContentissolely Customer’s responsibility.  

Customer shall: (i) use best efforts to prevent itself from being involved to any extent in any actions of money laundering or any other illegal activities; and (ii) comply with all applicable laws, rules and regulations, including any statutory regulations or guidelines by banks, card associations (e.g. Visa International, MasterCard International), or any other legal or regulatory authority in relation to payments as applicable, and including, but not limited to, consumer privacy, data security, and any other laws.

 

TRAINING AND TECHNICAL SUPPORT

Except as otherwise expressly included in the Implementation Services, Yuhu will not provide any training or on-site support to Customer relating to the Yuhu Solution. 

3.2.Yuhu may, from time to time, provide Customer with upgrades, fixes, patches, amendments, changes, alterations, modifications, or other improvements to the Yuhu Solution, but solely to the extent that Yuhu generally makes such upgrades, fixes, patches, amendments, changes, alterations, modifications, or other improvements available to other customers without a separate charge. Such standard maintenance will be scheduled by Yuhu to provide ample time to maintain and update the Yuhu Solution when necessary as Yuhu may consider appropriate in its sole discretion from time to time ("Standard Maintenance").During Standard Maintenance, the Yuhu Solution will generally continue to be available to Customer; however, changes may require server shutdowns or restarts.Yuhu will provide Customer five (5) calendar days email notice prior to shutdown or system restarts in order to facilitate planning.Using commercially reasonable efforts, Yuhu will endeavour to schedule Standard Maintenance outside of regular business hours (outside of [8:00 AM – 9:00 PM] (EST)). Emergency maintenance to respond to errors or circumstances that materially impact functionality or availability of the Yuhu Solution ("Emergency Maintenance"), because of its unscheduled nature, shall not require any advance notice to Customer.

3.3.Subject to Customer being current with respect to its payment obligations hereunder, Yuhu will provide technical support and troubleshooting assistance via Yuhu's designated help desk (the "Help Desk") during Business Days from [9:00 AM to 5:00 PM] (EST) (the "Coverage Period"). The Help Desk will be reachable during the Coverage Period by e-mail support@yuhu.io and telephone at 416-992-9038 (collectively, the "Support Services"). Although Yuhu will endeavour to respond to a query as soon as reasonably possible, Help Desk support responses will generally be on a next day basis. Remote diagnostic technical assistance may be utilized to resolve functional problems and user problems.

CUSTOMER CONTENT

Customer shall not, directly or indirectly, send, submit, post, receive or otherwise facilitate, or in any way use, or permit to be used, the Yuhu Solution to send, submit, post, receive or otherwise facilitate the transmission of any materials that are abusive, obscene, profane, sexually explicit, threatening, or materials containing blatant expressions of bigotry, racism or hate. Customer shall comply with all applicable Laws (including, but not limited to export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). 

Customer acknowledges and agrees that Customer shall be responsible and liable for all uses made by Customer or its Authorized Users of the Yuhu Solution. Notwithstanding any other provision in this Agreement, Yuhu may terminate this Agreement, or any portion of the licenses granted herein, immediately, without notice, if it is determined that Customer or its Authorized Users have failed to comply with any applicable Laws.  

5. Rent Collection, PRICE AND PAYMENTS

5.1.Except for payments made by credit card directly to Customer, Yuhu will collect all monthly rent payments directly from Tenants in accordance with the PAP agreement entered into between each Tenant and Yuhu through the Tenant Portal. 

The collected rent payments will be deposited into a bank account maintained by Yuhu exclusively for such purpose, and will not be comingled with Yuhu’s operating accounts. 

5.3.In the event collection of a rent payment fails due to non-sufficient funds, Yuhu will re-attempt collection 5 business days following receipt of notification of the failure. If the second collection attempt fails, Yuhu will promptly notify Customer’s Relationship Manager (a “Collection Failure Notice”) and cease attempting collection. A five ($5) dollar administration fee will be added to the Fees for any payment collection failure.

Customer acknowledges and agrees that upon receipt of a Collection Failure Notice, Customer will be solely responsible for collecting the relevant month’s rent payment from any delinquent Tenant(s).

Yuhu will deduct its Fees from collected rent payments and remit the remainder to Customer within seven (7) business days of receipt of payment.

5.6.Customer acknowledges and agrees that all Tenant payments by credit card will be processed by Customer’s Stripe account, and Customer will cause Yuhu’s Fees to be automatically deducted from Tenant rent payments and routed to Yuhu, according to Yuhu’s direction.

The Fees payable hereunder do not include any applicable sales, use, excise, value-added or other taxes or duties; Customer is responsible for paying same. 

6. CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION

6.1.During and after the termination or expiration of this Agreement for any reason, neither party shall disclose to any third party, and each party shall keep strictly confidential, the Confidential Information of the other, protecting the confidentiality thereof with at least the same level of effort that it employs to protect the confidentiality of its own proprietary and confidential information of like importance to it and in any event, by reasonable means. Each party may disclose the Confidential Information of the other only to such party's Personnel engaged in a use permitted by this Agreement and with a need to know, provided that such Personnel: (i) are directed to treat such Confidential Information confidentially and not to use such Confidential Information other than as permitted hereby; and (ii) are subject to a legal duty to maintain the confidentiality and restricted use thereof. Neither party shall use the Confidential Information of the other except solely as necessary in and during the performance of this Agreement, or as expressly licensed hereunder. Each party shall be responsible for any improper use or disclosure of any Confidential Information of the other by such Personnel.

Either party may disclose the Confidential Information of the other to the extent required by order of a court of competent jurisdiction; provided, however, that the recipient of such Confidential Information shall, to the extent permitted by applicable Law, give the other party prompt notice, and shall use its reasonable efforts to cooperate with the other party, at the other party's cost, if the other party wishes to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.

In the event of any improper disclosure or loss of Confidential Information, the receiving party shall immediately notify the other party.

Unless a party is expressly authorized by this Agreement to retain the other party's Confidential Information, such party shall promptly return or destroy, upon termination or expiry of this Agreement, the other party's Confidential Information, and any notes, reports or other information incorporating or derived from such Confidential Information, and all copies thereof, within five (5) business days of the other party's written request, and shall certify to the other party that it no longer has in its possession or under its control any Confidential Information of the other party in any form whatsoever, or any copy thereof.

It is understood that the parties' computer systems may automatically back-up the Confidential Information of the other party. To the extent that such computer back-up procedures create copies of any such Confidential Information, the recipient of such information may retain such copies in its regular archival or back-up computer storage system(s) for the period that such archives or back-ups are normally kept by that party. All archived or backed-up Confidential Information shall be subject to the confidentiality and non-use restrictions under this Agreement.

Customer shall be responsible for securing and backing-up the Customer Content. Customer agrees that Yuhu shall not be responsible or liable for the deletion, loss, or failure to store any Customer Content and other communications maintained or transmitted through use of the Yuhu Solution. 

REPRESENTATION AND LIMITED WARRANTY 

Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation, organization, or charter; (ii) its execution of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; (iii) when executed and delivered by it, this Agreement will constitute its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) there is no outstanding claim, litigation, proceeding, arbitration, or investigation to which it is a party that would reasonably be expected to have a material adverse effect on its ability to enter into this Agreement or to perform its obligations hereunder; and (v) its execution, delivery, and performance of its obligations under this Agreement does not and will not violate any judgment, order, decree, or applicable Law, nor does it or will it violate any agreement to which it is a party.

Yuhu further represents and warrants that to its knowledge: (i) the Yuhu Solution and the Documentation, and the use thereof, when used for the purposes for which the Yuhu Solution and the Documentation were designed and in the manner authorized herein, do not infringe or misappropriate any valid and enforceable intellectual property right or confidential information of any third party in Canada; (ii) the Yuhu Solution is intended to operate substantially in accordance with the specifications disclosed by Yuhu to Customer in writing; and (iii) the Yuhu Solution does not contain any viruses, worms, time bombs, logic bombs, trap doors, Trojan horses, or similar malicious instructions, techniques, or devices capable of disrupting, erasing, disabling, damaging or shutting down a computer system or software or hardware components thereof. 

Customer further represents and warrants to Yuhu that: (i) Customer shall have all necessary rights, authorizations, licenses and permits for its operations, and shall have undertaken and fulfilled all actions and conditions to comply with its obligations under this Agreement; (ii) Customer or its Authorized Users will not use the Yuhu Solution in contravention of this Agreement or any applicable Laws; (iii) the Customer Content will not infringe or misappropriate any Intellectual Property Rights or confidential information of any third party; and (iv) Customer shall have obtained independent legal advice confirming that any lease or other agreement made available to Customer through the Yuhu Solution (regardless of whether it is provided by Yuhu, or if uploaded onto the Yuhu Solution with Yuhu's consent) (each a "Third Party Agreement") will be valid and legally enforceable in each of the jurisdictions in which the Customer seeks to rely upon same. Customer is solely responsible for obtaining and maintaining any necessary consents or permissions from its Authorized Users or others whose information may be collected, recorded, processed, stored, used, disclosed, transferred, exchanged or otherwise handled as a result of, or as part of, any communications involving the use of the Yuhu Solution and agree to obtain and maintain all such consents or permissions throughout the Term (as defined below).

7.4.Customer acknowledges that: (i) the Yuhu Solution uses third party products and services (including, among other things, servers, web services, application programming interfaces, platform hosting services, and software development kits) (collectively, "Third Party Materials"); (ii) Yuhu cannot and does not exercise any control over any Third Party Materials; and (iii) changes, discontinuance, loss, or unavailability of, any applicable Third Party Materials may impact and/or diminish the functionality and/or performance of the Yuhu Solution. Yuhu shall not be responsible nor liable for Third Party Materials, including the effects of any changes, discontinuance, loss, or unavailability of same.

EXCEPT AS EXPRESSLY SET OUT HEREIN, THE YUHU SOLUTION, THE DOCUMENTATION, AND THE SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS-IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS, AND YUHU EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS CONCERNING THE YUHU SOLUTION, THE DOCUMENTATION, AND THE SERVICES, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR PERFORMANCE AND ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YUHU DOES NOT PROVIDE ANY REPRESENTATION, WARRANTY, GUARANTEE OR ASSURANCE: (I) THAT THE FUNCTIONS CONTAINED IN THE YUHU SOLUTION WILL MEET THE SPECIFIC REQUIREMENTS OF CUSTOMER; (II) THAT THE OPERATION OF THE YUHU SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE; (III) THAT ERRORS IN THE YUHU SOLUTION WILL BE CORRECTED OR (IV) THAT ANY THIRD PARTY AGREEMENTS CAN OR SHOULD BE RELIED UPON BY CUSTOMER OR ANY COUNTERPARTY TO SAID AGREEMENTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S SUBSCRIPTION TO THE YUHU SOLUTION IS NOT CONTINGENT ON YUHU'S DELIVERY OF FUTURE FUNCTIONALITY OR FEATURES. THIS AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE YUHU SOLUTION, THE DOCUMENTATION, AND THE SERVICES, AND NO AGENT OF YUHU IS AUTHORIZED TO ALTER SAME. ALL ALTERATIONS WILL BE IN WRITING AND SIGNED BY YUHU.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER PROVISION HEREUNDER, YUHU SHALL NOT BE RESPONSIBLE FOR FACTORS OUTSIDE OF YUHU'S REASONABLE CONTROL OR FOR ANY PERFORMANCE OR AVAILABILITY ISSUES ASSOCIATED WITH THE YUHU SOLUTION THAT: (I) RESULTED FROM CUSTOMER'S USE OF ANY THIRD PARTY HARDWARE OR SOFTWARE; (II) ARE ATTRIBUTABLE TO THE ACTS OR OMISSIONS OF CUSTOMER, CUSTOMER’S PERSONNEL, OR ANY THIRD PARTY, INCLUDING ANYONE GAINING ACCESS TO THE YUHU SOLUTION BY MEANS OF CUSTOMER’S ACCESS CODES OR EQUIPMENT.

YUHU SHALL NOT BE LIABLE HEREUNDER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, SAVINGS OR LOSS OF DATA) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. 

EXCEPT AS PROVIDED IN SECTION 11.4 BELOW, IN NO EVENT SHALL THE TOTAL AND CUMULATIVE LIABILITY OF YUHU UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY CUSTOMER TO YUHU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FINAL EVENT GIVING RISE TO SUCH LIABILITY. THE CONSIDERATION RECEIVED BY YUHU HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR YUHU TO ACCEPT ANY LIABILITY OR RISKS BEYOND WHAT IS EXPRESSLY PROVIDED HEREIN. 

8.4.NOTWITHSTANDING THE FOREGOING, THERE SHALL BE NO LIMITATION ON THE AMOUNT OF LIABILITY, AND NO EXCLUSION OF ANY TYPES OF DAMAGES, ARISING FROM YUHU'S WILLFUL MISCONDUCT, FRAUD OR BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY HEREUNDER. 

9. INDEMNIFICATION

9.1.Subject to Section 11, Yuhu will defend Customer against, and pay any resulting final judgments (or settlements that Yuhu consents to) for, any claims made by an unaffiliated third party that the Yuhu Solution: (i) misappropriates its confidential information; or (ii) infringes its intellectual property right in Canada. 

Yuhu's obligations under Section 12.1 are subject to all of the following conditions: (i) Customer must notify Yuhu, in a timely manner and in writing of the claim; (ii) Customer must give Yuhu sole control over defense and settlement of the claim; and (iii) Customer must provide Yuhu with reasonable assistance in defending the claim (Yuhu will reimburse Customer for reasonable prior approved out-of-pocket expenses that Customer incurs in providing that assistance).

Yuhu will not be liable for any such copyright or confidential information misappropriation claim to the extent that such claim is based on Customer's or any Authorized Users: (i) copying, distribution or use of the Yuhu Solution or Documentation after Yuhu notifies Customer to discontinue copying, distributing or using it; (ii) combining the Yuhu Solution with non-Yuhu services, products, software or data; (iii) altering the Yuhu Solution or Documentation; or (iv) acquiring confidential information through improper means, or under circumstances giving rise to a duty to maintain its secrecy or limit its use, or from a person (other than Yuhu) who owed to the claimant a duty to maintain the secrecy or limit the use of the confidential information.

If Yuhu receives a claim concerning an infringement related to Customer's use of the Yuhu Solution, Yuhu may, at its expense and without obligation to do so, either: (i) procure for Customer the copyright or other right(s) to continue to use the allegedly infringing the Yuhu Solution; or (ii) replace or modify the Yuhu Solution to make it non-infringing. Customer must stop using, copying or distributing the Yuhu Solution immediately when Customer receives notice from Yuhu of an infringement or confidential information misappropriation claim related thereto.

Section 11 and this Section 12 state Yuhu's entire liability and Customer's exclusive remedies with respect to any third party infringement and confidential information misappropriation claims.

9.6.Customer agrees to indemnify, defend and hold harmless Yuhu and its licensors and its suppliers, and each of their respective officers, directors, employees, representatives, agents, successors and assigns (collectively, the "Yuhu Indemnified Parties") from and against any loss, liability, damage, award, settlement, judgment, fee, cost and expense (including attorneys' fees) arising out of or resulting from Customers and/or its Authorized Users' use of the Yuhu Solution (including Third Party Materials), and/or any breach of this Agreement by Customer. 

Customer's obligations under Section 12.6 are subject to all of the following conditions: (i) the Yuhu Indemnified Party must notify Customer, in a timely manner and in writing of the claim; (ii) the Yuhu Indemnified Party must give Customer sole control over defense and settlement of the claim; and (iii) the Yuhu Indemnified Party must provide Customer with reasonable assistance in defending the claim (Customer will reimburse Yuhu for reasonable prior approved out-of-pocket expenses that the Yuhu Indemnified Party incurs in providing that assistance).

TERM AND TERMINATION

10.1.The initial term of this Agreement shall commence on the Effective Date and continue for the period stated in the Order Form (the "Initial Term"). Thereafter, unless either party gives written notice of non-renewal within sixty (60) days before the last day of the term, this Agreement will automatically renew for additional twelve (12) month terms (each a “Renewal Term”) under the same terms and conditions set out herein subject toany amendments to the Fees that Yuhu may make. Customer will be notified of any such amendments ninety (90) days before the last day of the applicable term. The Initial Term, together with all Renewal Terms prior to any notice of non-renewal is referred to herein as the "Term".

Either party may terminate this Agreement by written notice to the other party, upon the occurrence of any of the following events and the continuance thereof fifteen (15) days after such written notice: (i) the other party becomes insolvent or subject to any proceeding under the federal bankruptcy Laws or other similar Laws for the protection of creditors; (ii) the other party materially breaches any term, provision, representation or warranty of this Agreement and such breach or default is not cured to the terminating party's reasonable satisfaction within such fifteen (15) day period; or (iii) the other party's performance hereunder is delayed by a force majeure, including an act of God, act of civil or military authority, war, terrorism, governmental action, or network failures beyond the party's reasonable control, for more than fifteen (15) days.

Yuhu may, immediately upon written notice to Customer, terminate its obligations in respect of any Bed for which it delivers to Customer a Collection Failure Notice in any two consecutive months.

Customer may terminate this Agreement upon written notice to Yuhu in accordance with the Service Availability provisions in Exhibit A.

Upon any termination or expiration of this Agreement, Yuhu shall deliver to Customer any Customer Content in Yuhu's custody or control in an industry standard, portable format reasonably acceptable to Customer.

Any termination or expiration of this Agreement will be without prejudice to any obligation of either party to the other accruing prior to or at such termination or expiration, and any remedies available to one party due to the other party's breach of this Agreement will survive termination of this Agreement.

DISPUTE RESOLUTION

11.1.In the event of a dispute, controversy or claim arising out of or relating to this Agreement, or the breach, interpretation or enforcement (a "Dispute"), the Relationship Managers shall discuss the problem and negotiate in good faith in an effort to resolve the Dispute promptly. 

11.2.If the parties are unable to resolve their Dispute in the manner described under Section 14.1, each of the parties shall appoint a designated senior corporate executive, officer or representative who does not devote substantially all of his or her time to performance under this Agreement to meet for the purpose of endeavoring to resolve such dispute. Such representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute promptly and without the necessity of any formal proceeding relating thereto.

Any Dispute which has not been settled between the parties within thirty (30) days after commencement of such negotiation described in Section 14.2 or such later date as the parties mutually agree, the parties agree to then try in good faith to settle such dispute, controversy or claim by mediation administered pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc., except to the extent that those rules are modified or waived herein. The parties shall refer the matter to a single arbitrator, if the parties agree upon one, otherwise to three arbitrators, one to be appointed by each party and a third to be chosen by the first two named before they enter upon the business of arbitration. The award and determination of the arbitrator or arbitrators or any two of the three arbitrators is binding upon the parties and their respective heirs, executors, administrators and assigns, and the parties waive, to the fullest extent permitted by Law, any right of appeal. The place or legal seat of the arbitration shall be Toronto, Ontario, the language to be used in the arbitral proceedings shall be English. 

The following matters shall be excluded from the foregoing resolution process: (i) lawsuits to obtain an interim order for specific performance, emergency, injunctive or other equitable relief; (ii) any lawsuits involving third parties; and (iii) intellectual property claims whether initiated by third parties or by one of the parties.

12.GENERAL PROVISIONS

All headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Each party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement. Where the context so requires in this Agreement, unless there is something in the subject matter or context inconsistent therewith, words importing the singular number include the plural and vice versa.

Neither party to this Agreement shall commit any act or take any action which frustrates or hampers the rights of the other party under this Agreement. Each party shall act in good faith and engage in fair dealing when taking any action under or related to this Agreement.

12.3.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned, provided that Yuhu may assign this Agreement to a third party in connection with a sale of all or substantially all of its business.

12.4.Customer hereby grants Yuhu a limited, royalty-free, non-exclusive license to use Customer's name, logos and other trade-marks for the sole purpose of enabling Yuhu to identify Customer as a user of the Yuhu Solution on Yuhu's website, marketing materials, or other promotional activities during and after the Term.  

12.5.The validity, interpretation, construction and performance of this Agreement shall be governed by the laws in force in the Province of Ontario (without reference to conflicts of laws principles).The competent courts in the Province of Ontario shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. Each of the parties hereto irrevocably attorns and consents to the jurisdiction of such courts. The parties agree that the United Nations Convention on Relationships for the International Sale of Goods is specifically excluded from application to this Agreement and that in no event shall this Agreement be governed by the conflict of laws rules of any jurisdiction. 

Yuhu shall not be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results directly or indirectly from an unforeseeable event beyond Yuhu's reasonable control, including but not limited to: acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labour shortage or dispute; changes in applicable Laws; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to place timely orders therefor, or lack of or delay in transportation (throughout, "Force Majeure"). Yuhu shall not be liable for any loss or damages either general, indirect, special, or consequential which Customer may suffer due to or resulting from such delay or failure. In the event that Force Majeure occurs as contemplated herein, the duration of this Agreement shall be extended by the period for which such force majeure continues.

This Agreement supersedes all previous agreements, if any, between the parties hereto and constitutes the sole and entire agreement between them with respect to the subject matter hereof. Each party hereto agrees that there are no oral representations, warranties or conditions and that all terms are embodied in this Agreement. No change, modification or amendment of this Agreement shall be effective unless in writing and signed by both parties hereto.

No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship.Unless expressly provided in this Agreement, neither party has, nor shall attempt to assert, the authority to make commitments for or to bind the other party to any obligation. 

Any notices and other communications required or permitted by this Agreement to be provided or given to either party shall be so provided or given if delivered to the address of the applicable party as set out in the Order Form or, if given by telecommunication facsimile, at the number indicated therein (if so indicated).

Notices shall be deemed received as follows: if given by registered mail, notice shall be deemed to have been received by the party to whom it was addressed on the date falling seven (7) business days following the date upon which it was sent; if personally delivered during normal business hours, when so delivered; and if given by facsimile or email, on the day of transmission and confirmation of transmittal unless such day is not a business day, in which case on the next following business day. The parties may change the address designated from time to time by notice in writing to the other party.

The waiver by either party of any default by the other party under this Agreement shall not operate as a waiver of any future default, whether of a like or different nature.

Sections 3, 9, 11, 14, and this Section 15 shall survive the expiration or termination of this Agreement by either party for any reasons.  

In the event that a party hereto (an "Indebted Party") owes any amount to the other party in accordance with the provisions of this Agreement, such amount may be set off by the Indebted Party against any undisputed amount owed to it by the other party pursuant to any other agreement or arrangement between them.

If any provision of this Agreement or its applications to particular circumstances is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision (or its application to those circumstances) shall be deemed stricken and the remainder of this Agreement (and the application of that provision to other circumstances) shall continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties; the parties shall replace the severed provision with the provision that will come closest to reflecting the intention of the parties underlying the severed provision but that will be valid, legal, and enforceable.

The parties each agree to execute and deliver (and cause their respective employees or officers to execute and deliver) any appropriate instruments or documents to confirm the assignments, waivers, confirmation of rights and licenses provided for herein and to enable the other to perfect the same by filing, registration or otherwise in any state, territory, or country, as may be reasonably requested and prepared by such other from time to time.