Patchworks Agreement – Terms & Conditions

Patchworks Media Ltd with Head Offices at 4-6 Broadway, Nottingham.

By signing up for the Patchworks service (the “Service”) you agree to be bound by the terms of this Agreement. If you do not accept the terms of this agreement do not sign up for or use the service.

If you are an agent or employee of an entity, you represent and warrant that (i) you are duly authorized to accept this agreement on such entity’s behalf and to bind such entity, and (ii) such entity has full power, corporate or otherwise, to enter into this agreement and perform its obligations under this agreement.

This Agreement will become effective when this Agreement is executed by authorized representatives of both parties (the “Effective Date”).

1 Patchworks Obligations

1.1. Services Provided by Patchworks

The following services shall be included:

  1. Patchworks shall provide the customer with phone line and e-mail address which will ensure expedient response times with regards to support issues.
  2. Patchworks shall provide the customer with early access to feature releases.

2. Customer Obligations

2.1. Fees

Customer shall pay Patchworks the fees set forth in the written agreement:

2.2. Implementation Fee

Customer shall pay an implementation fee set forth in the Agreemement.

2.3. Recurring Annual License Fee

Customer shall pay recurring Annual Licence Fee set forth in the Agreement, to cover support of core Integration and updates to Connector.

2.5. Method of Payment

Recurring License Fee shall be furnished to Patchworks on the aforementioned payment schedule(s) by method of credit card. This method of payment may be altered upon agreement of both parties. License fees are captured within Stripe secure card payment system. Customer is required to submit payment card details into Patchworks account system, supported by Freshbooks, wherein Stripe will create a tokenized version of Customer’s payment card. This automates all future license fee payments.

3. Representations and Warranties

3.1. Patchworks warranties

Patchworks represents and warrants to customer that during the term it will provide the services including the support services in a manner consistent with this agreement. Patchworks does not warrant that customer’s use of the services will be error-free or uninterrupted.

3.2. Customer warranties

Customer represents and warrants that: customer has the legal power to enter into this agreement. Customer shall be responsible for the content and the operation of and transactions processed through the websites. Patchworks shall not be liable to customer, any user or any third party for any use of or inaccuracy in any content or for any transactions processed through the websites.

3.3. Disclaimer

Except as specifically set out in this section the service is provided “as is”, without any representations and/or warranties and or conditions of any kind. Patchworks and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the service provided under this agreement and patchworks specifically disclaims any and all statutory representations,warranties and/or conditions against non-infringement and any and all implied representations, warranties and/or conditions of merchantability, merchantable quality, durability, title and fitness for a particular purpose to the maximum extent permitted by applicable law.

4. Limitation of LIability

In no event shall patchworks be liable to the customer for any lost profits or for any incidental, punitive, indirect, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and under any theory of liability (including negligence) and whether or not patchworks has been advised of the possibility of such damage. In no event shall patchworks’s aggregate liability for damages arising out of or related to this agreement exceed the fees paid by customer in the twelve (12) months prior to the date on which the claim arose.

5. Confidentiality

Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.

5.1. Injunctive Relief

Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its Confidential Information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

5.2. Other Exceptions

Notwithstanding the foregoing provisions in this Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement. For greater certainty, nothing in this Section 5 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.

6. General

6.1. Relationship of Parties

The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

6.2. Assignment

Customer may not assign this agreement without the prior written consent of patchworks. Patchworks may assign this agreement at any time.

6.3. Choice of Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with this Agreement.

6.4. Compliance with laws

Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.

6.5. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

6.6. Force Majeure

Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.

7. Term and Termination

7.1. Term

Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year (the “Initial Term”), automatically renewable annually beginning on the one-year anniversary of the Effective Date. Following the Initial Term, Customer may terminate this agreement at any time with at least thirty (30) days written notice.

7.2. Termination

Either party may terminate this Agreement with written notice if the other party: (i) assigns or attempts to assign this Agreement to a third-party; (ii) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (iii) ceases to carry on business as a going concern; or (iv) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party.