Legal

Terms of Use

BRDG Inc.

1. Terms

(a)

These Terms of Use (the "Terms") govern your access to and use of BRDG Inc. and its affiliates' products and services (the "Products"). "You" or "Customer" means the individual or entity accessing or using the Products and includes any individual Customer authorizes to use the Products, including employees, consultants, contractors, agents, third parties with which Customer transacts business, invitees, and any person using Customer's account credentials. "We," "us" or "BRDG" means BRDG Inc. and its affiliates.

2. Grant of License and Use Restrictions

(b)

During the Term, BRDG grants Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to use the Products to which Customer has subscribed, on the terms set forth in this Terms, for Customer's internal business purposes only.

(c)

Customer may use output, reports and analytics generated by the Products for Customer's business purposes, subject to BRDG's intellectual property rights in the Products and documentation.

(d)

Customer may integrate the Products with Customer's systems using publicly documented APIs.

(e)

Except to the extent otherwise expressly permitted by this Terms, Customer must not (and must not permit any third party to):

(i)

rent, lease, sell, distribute or sublicense the Products,

(ii)

commercially resell or provide access to the Products to any third party,

(iii)

use the Products to develop a similar or competing product or service or generally develop a substantially similar product that would meaningfully compete with BRDG's core offerings,

(iv)

reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products,

(v)

circumvent or attempt to circumvent any usage limits, metering, licensing or technical restrictions,

(vi)

modify or create derivative works of the Products or incorporate the Products into other software, except as expressly permitted in writing by BRDG,

(vii)

attempt to re-identify individuals from de-identified or aggregated data derived from the Products,

(viii)

use the Products in breach of applicable law,

(ix)

remove, alter or obscure any proprietary, copyright, trademark or other notices in the Products, or

(x)

introduce malware, viruses, ransomware or other harmful code, or otherwise interfere with, degrade or deny access to the Products for other customers.

3. Fees, Payment and Billing

(a)

Customer shall pay BRDG the fees set forth in Annex 1 ("Fees"), for the term ("Term"), in the currency and by the payment dates specified in Annex 1. Fees include subscription, usage, professional services, support, and any applicable setup or one-time charges. If no Master Services Terms has been entered into between Customer and BRDG, Fees for Products will be the then-published prices on the applicable BRDG website.

(b)

BRDG will invoice Customer in accordance with the payment schedule set out in Annex 2. All invoices shall be paid within thirty (30) days of issuance. Customer must provide complete and accurate billing information and an approved payment method. If applicable, Customer authorizes BRDG to charge that payment method for all Fees, renewals, overages, and unpaid amounts unless Customer provides a new payment method and BRDG accepts it. Electronic invoices issued in the format used by BRDG shall be valid invoices.

(c)

Subscription terms automatically renew at BRDG's then-current rates for the renewal period unless Customer provides written or in-product notice of non-renewal at least thirty (30) days before the end of the then-current term (or different notice period if specified in Annex 2). BRDG will provide at least thirty (30) days' prior written notice of any increase to recurring subscription rates that apply upon renewal. Any promotional or introductory discounts apply only to the term(s) specified in the Order and will not apply to subsequent renewal terms unless expressly agreed in writing.

(d)

Additional fees may be owed by Customer for customized or bespoke work provided to Customer. If applicable, the scope of such work and the additional fees related thereto shall be described in Annex 2 attached hereto. If Customer's actual usage exceeds the scope of work described in Annex 2, Customer will promptly purchase the increased scope or pay for overages at BRDG's then-current rates. Upgrades are effective and billed as of the date the upgrade is processed; downgrades take effect at the next renewal unless otherwise agreed.

(e)

Fees are non-refundable.

(f)

Amounts not paid when due are subject to interest at the lesser of 1.5% per month or the maximum rate allowed by law, plus any reasonable collection costs. BRDG will not suspend Customer's access for non-payment without providing at least ten (10) days' prior written notice and a ten (10) day opportunity to cure, except where immediate suspension is required by law or fraud is suspected. Suspension for non-payment does not relieve Customer of its payment obligations.

(g)

Customer must notify BRDG of any disputed amount in writing within ten (10) days of invoice date, specifying the basis for the dispute. The parties will promptly negotiate in good faith to resolve disputes.

4. Taxes and Withholding

(a)

Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature ("Taxes"). Customer is responsible for all such Taxes and must pay them in addition to Fees.

(b)

If Customer is exempt from any Tax, Customer must provide a valid exemption certificate or tax ID before execution of this Terms. Upon receipt of valid documentation, BRDG will not charge the exempted tax.

(c)

If Customer is legally required to withhold Taxes, Customer will withhold only the minimum required amount, promptly remit withheld amounts to the relevant authority, provide BRDG with official evidence of withholding and payment at the time of payment, and increase the gross payment to ensure BRDG receives the full amount invoiced (gross-up) unless otherwise required by applicable law. If Customer fails to provide acceptable proof of withholding, Customer will be responsible for the full invoiced amount plus any Taxes.

(d)

Customer will indemnify and hold BRDG harmless from any Taxes (other than taxes on BRDG's net income), related penalties, interest, or costs arising from Customer's failure to pay or collect Taxes when due.

(e)

Customer consents to receive invoices, renewal notices, and other billing communications electronically in the format used by BRDG, unless Customer provides a valid legal requirement for a different format and BRDG agrees.

(f)

Nothing in this clause limits BRDG's other rights or remedies for non-payment or late payment, including termination for breach where applicable.

5. Customer Obligations

(a)

Customer represents and warrants at all times during the Term, that:

(i)

Customer has the corporate power and legal capacity to enter into and perform this Terms, and the individual executing this Terms is authorized to bind Customer.

(ii)

Customer has obtained and will maintain all notices, consents, authorizations and legal bases required by applicable law (including Quebec privacy law, PIPEDA and, where applicable, the GDPR and other sectoral laws) for BRDG's receipt, storage, processing, hosting, disclosure and cross-border transfer of Customer Data and Customer Materials. Upon BRDG's reasonable request, Customer will promptly provide evidence of such consents or legal bases.

(iii)

Customer is solely responsible for determining that the Products and any deliverables related to the Products meet Customer's technical, business and regulatory requirements. Except as expressly set out in this Terms, BRDG makes no representations that the Products comply with any particular laws, regulations, industry standards or Customer policies.

(iv)

Customer will not submit, upload or otherwise provide any "Prohibited Data" to the Services. "Prohibited Data" means (i) personal data the processing of which is prohibited by applicable law absent a specific contractual regime or technical controls (including certain categories of highly sensitive personal data), (ii) genetic, biometric or similarly sensitive health data, and (iii) personal health information subject to laws requiring a separate agreement (e.g., HIPAA) unless the parties have executed the required written agreement (e.g., a Business Associate Terms) prior to submission. If Customer elects to provide regulated health or other sensitive personal data in accordance with a separate agreement, Customer remains responsible for ensuring all required consents and authorizations are in place.

(v)

Customer acknowledges these representations are material. Customer will indemnify, defend and hold BRDG harmless from and against any losses, liabilities, fines, costs or expenses (including reasonable attorneys' fees) arising from Customer's breach of this Section. If BRDG reasonably determines Customer has breached this Section, BRDG may require immediate removal of such data, suspend use of the affected Products pending cure, or terminate this Terms for material breach; BRDG will use commercially reasonable discretion when exercising suspension or termination for inadvertent or curable breaches.

6. Confidential Information

(a)

"Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) in any form that (a) is marked or otherwise identified as confidential at the time of disclosure, or (b) given its nature or the circumstances of disclosure, reasonably should be understood to be confidential, including: Customer Data, Customer Materials, source code, technical information, product roadmaps, pricing, business plans, and the terms of this Terms. Information is not Confidential Information if Recipient can demonstrate by written record that it: (i) was rightfully known to Recipient prior to disclosure without restriction; (ii) is or becomes generally available to the public other than by a breach by Recipient; (iii) is rightfully received from a third party without restriction and without breach of an obligation to Discloser; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

(b)

Recipient will (a) use Discloser's Confidential Information solely to perform its obligations or exercise its rights under this Terms, and (b) protect it with at least the same degree of care Recipient uses to protect its own similar confidential information, but in no event less than reasonable care. Recipient may disclose Confidential Information only to its employees, contractors, agents and professional advisors who have a need to know, provided Recipient remains responsible for their compliance with this Section and ensures they are bound by confidentiality obligations no less protective than this Section. Recipient may also disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided Recipient (to the extent permitted) gives Discloser prompt written notice and cooperates in seeking protective measures or confidential treatment at Discloser's expense.

(c)

Recipient will implement and maintain administrative, physical and technical safeguards no less protective than industry standard. If Recipient becomes aware of any unauthorized access, use or disclosure of Discloser's Confidential Information, Recipient will promptly (and in any event within 72 hours) notify Discloser, investigate, mitigate and reasonably cooperate with Discloser regarding remediation and any regulatory obligations. Both parties acknowledge that a breach may cause irreparable harm and that Discloser may seek injunctive relief in addition to other remedies.

(d)

Upon Discloser's written request or on termination or expiration of this Terms, Recipient will, within thirty (30) days, return or permanently delete (and certify deletion of) Discloser's Confidential Information in Recipient's possession or control, except that Recipient may retain one archival copy solely to comply with its internal record-keeping policies, insurance or legal obligations and will continue to treat retained information as Confidential Information.

(e)

Except for trade secrets, Recipient's obligations under this Section will survive for three (3) years after disclosure. Trade secrets will be protected for as long as they qualify for protection under applicable law.

(f)

The terms, pricing and details of this Terms are Confidential Information and must not be disclosed to any third party except as permitted in this Section or with the other party's prior written consent.

(g)

Notwithstanding the foregoing, Recipient may use for any purpose general knowledge, skills and non-specific ideas retained in the unaided memory of its personnel as long as such use does not disclose or exploit Discloser's Confidential Information or trade secrets.

(h)

The parties' rights under this Section are cumulative with, and in addition to, any other rights or remedies available at law or equity.

7. Customer Content and Intellectual Property

(a)

Definitions.

(i)

"Customer Content" means all electronic data, text, images, audio, video, files, or other content that Customer submits, upload, post, transmit or otherwise provide to the Products or to BRDG in connection with this Terms.

(ii)

"BRDG Background IP" means BRDG's pre-existing and independently developed software, tools, platforms, systems, algorithms, know-how and other intellectual property used to provide the Products.

(iii)

"Customer Materials" means materials, invoices, specifications, data or information Customer provides to BRDG for use in performing Services.

(iv)

"Aggregate Data" means anonymous, de-identified or aggregated data that cannot reasonably be used to identify Customer or any individual.

(b)

Customer retains all right, title and interest in and to Customer Content and Customer Materials, including all associated intellectual property rights.

(c)

BRDG retains all right, title and interest in and to BRDG Background IP, Beta Products, the Products including but not limited to any additional work described in Annex 2 as well as any specific product developed for Customer as a bespoke deliverable, if applicable, and any general tooling, inventions, processes, methods or know-how offered by BRDG.

(d)

For the avoidance of doubt, any general improvements, modifications or enhancements made by BRDG to BRDG Background IP (including performance improvements, bug fixes, scalability changes and general feature enhancements) remain BRDG Background IP.

(e)

Customer grants BRDG a non-exclusive, worldwide, limited license during the Term to use, copy, store, transmit and display Customer Content solely as necessary to provide, maintain, secure and improve the Products and to perform BRDG's obligations (including backups, support, troubleshooting, and integration with third-party services authorized by Customer). This license includes the right to authorize subcontractors and service providers (including cloud providers) to perform such limited functions and to sublicense to the extent necessary to operate the Products.

(f)

BRDG grants Customer a non-exclusive, revocable license to access and use the Products in accordance with this Terms.

(g)

BRDG may collect and use Aggregate Data for any lawful business purpose, including benchmarking, product analytics, research and product development, provided that such use does not identify Customer or any individual or reveal Customer Content in a manner that violates applicable privacy law or this Terms.

(h)

Nothing in this clause transfers ownership of Customer Content to BRDG as a result of aggregation, analysis or use of Aggregate Data.

(i)

BRDG owns intellectual property rights in any deliverables that are part of the BRDG's standard product or are based primarily on BRDG Background IP. To the extent any deliverable is custom-made specifically for Customer and the parties expressly agree in writing that Customer will own such deliverable, Customer shall own the deliverable upon full payment and BRDG will assign all right, title and interest (subject to BRDG's retained rights in BRDG Background IP and third-party components). Where Customer obtains ownership, BRDG grants itself a non-exclusive, worldwide, royalty-free license to use such deliverable for product support and internal purposes.

(j)

BRDG will process Personal Data in accordance with the Privacy Policy and applicable data protection laws. Customer is solely responsible for the lawfulness of Customer Content and for obtaining all necessary rights, consents and notices required to provide Customer Content to BRDG and for BRDG's processing under this Terms.

(k)

Only if required by law and upon written request by the Customer at termination or expiration of this Terms, BRDG will (at Customer's election) return Customer Content in a commonly used electronic format and/or securely delete Customer Content from live systems within the timeframe required by law, subject to any lawful retention obligations.

(l)

Each party represents that it has the rights necessary to grant the rights it grants in this clause and that neither Customer Content nor Customer Materials infringe any third-party IP rights (Customer) or that BRDG Background IP does not infringe third-party IP (BRDG) except as expressly disclosed. If a claim arises that Customer's use of the Products as permitted infringes a third party's IP rights, the parties will follow the dispute and indemnity procedures set forth elsewhere in this Terms.

(m)

Sections necessary to effectuate ownership, permitted licenses, Aggregate Data usage, confidentiality, data protection and any survival obligations survive termination or expiration of this Terms.

8. Feedback

(a)

Any ideas, comments, suggestions, or proposals, whether such materials are provided in email, feedback forms, or any other format, ("Feedback") that Customer provide to BRDG (whether such Feedback relates to the Products, Beta Products, or otherwise) shall belong to BRDG without any obligation, royalty, or restriction owed to Customer. Customer agrees to assign all right, title, and interest in the Feedback and the related intellectual property rights to BRDG.

9. Publicity

(a)

During the Term, Customer grants BRDG a non-exclusive, royalty-free license to use and display Customer's name and trademarks in BRDG's promotional materials during the Term, unless Customer objects in writing.

10. Beta Testing

(a)

From time to time BRDG may make certain Products, features or services available to Customer on a free, trial, evaluation, alpha, beta or early access basis ("Beta Products"). Use of Beta Products is subject to this Terms and any additional Beta terms mutually agreed in writing or presented at time of enrollment. Customer's participation is voluntary.

(b)

Customer accepts that Beta Products are pre-release software or features that may be incomplete, experimental, or contain errors. BRDG provides Beta Products "as-is" for testing and evaluation and does not provide production SLAs, but will use commercially reasonable efforts to address critical security or stability defects reported by Customer during the Beta period. Except as required by applicable law, BRDG disclaims warranties for Beta Products.

(c)

BRDG may modify, suspend or discontinue Beta Products or Customer's access (including applicable Beta terms) at any time. Except for immediate action reasonably required for security, privacy, legal compliance or suspected fraud, BRDG will provide Customer at least ten (10) days' prior notice of a non-emergency termination or material change and a reasonable opportunity to export Customer Content.

(d)

Either party may end Customer's participation in a Beta program on written notice; termination of participation in a Beta program does not terminate any unrelated paid subscriptions for the Products unless expressly stated.

(e)

BRDG and its licensors retain all right, title and interest in Beta Products and related BRDG Background IP. Customer acquires no rights by implication other than the limited license to use the Beta Products consistent with this Section and any Beta terms.

(f)

Beta features, build notes, roadmaps and performance details are BRDG's Confidential Information. Each party will treat Beta-related information as Confidential Information under the Terms and comply with the confidentiality obligations and any specific non-disclosure terms presented at enrollment.

(g)

If participating, Customer will (i) use Beta Products only for testing and internal evaluation unless otherwise agreed; (ii) timely report defects, security issues and other requested test results; (iii) maintain backups of its data; and (iv) designate a technical contact where required. Customer will not: (A) reverse engineer Beta Products; (B) use Beta Products in production environments without prior written consent; or (C) copy, distribute or create derivative commercial products from Beta Products.

(h)

Except for liability that cannot be excluded by law, BRDG's aggregate liability for claims arising solely from Beta Products is limited to the lesser of (a) direct damages up to CAD$1,000 or (b) the amount paid by Customer, if any, specifically for the Beta Product. This cap is in lieu of other damages for Beta Products only and does not limit liability for gross negligence, willful misconduct, or personal injury. Any other remedies available under this Terms remain available for non-Beta offerings.

(i)

Participation in a Beta does not entitle Customer to free access to any subsequently released commercial product unless explicitly set forth in writing. Any migration, pricing, or integration for GA products will be negotiated separately.

11. Maintenance Activities and Product Changes

(j)

BRDG may perform (a) scheduled maintenance, (b) emergency maintenance, and (c) routine repairs, patches or upgrades (collectively, "Maintenance"). BRDG will use commercially reasonable efforts to perform scheduled Maintenance during published maintenance windows or other low-impact times. For emergency Maintenance necessary to protect security, prevent imminent service degradation, or to comply with law, BRDG may act immediately and will provide notice as soon as reasonably practicable.

(k)

BRDG may add, modify, deprecate or discontinue Products, features, versions or integrations (each, a "Product Change") for reasons including compliance, security, third-party changes, performance or product strategy. Except for emergency or legally required changes, BRDG will: (a) provide Customer with commercially reasonable prior written notice of any Product Change that is reasonably expected to materially reduce functionality, materially increase Customer's costs, or require Customer to migrate data, upgrade systems or change integrations; (b) publish a deprecation/sunset schedule that provides a commercially reasonable transition period; and (c) provide documentation, migration tools or reasonable migration assistance to support Customer's transition.

(l)

Customer will reasonably cooperate with BRDG to facilitate Maintenance and Product Changes (including testing and scheduling), and will take any required actions within the deadlines specified in BRDG's notice. If Customer is legally or contractually unable to implement a required change within the specified timeframe, Customer will promptly notify BRDG and the parties will use commercially reasonable efforts to agree on an alternative implementation plan. Unless otherwise agreed, Customer is responsible for compatibility of its own systems and third-party integrations; BRDG will use reasonable efforts to document breaking changes in public APIs and interfaces.

12. Termination and Suspension

(a)

Termination for Cause.

(i)

Either party may terminate this Terms during the Term for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; provided that for non-payment the cure period is ten (10) days.

(ii)

Either party may terminate immediately upon written notice if the other party (i) becomes insolvent, (ii) commences or has commenced against it a bankruptcy or similar proceeding that is not dismissed within sixty (60) days, or (iii) makes an assignment for the benefit of creditors.

(b)

Suspension.

(i)

BRDG may suspend Customer's access to the Products (i) immediately if BRDG reasonably determines there is an immediate security, privacy, fraud or legal risk, or (ii) after ten (10) days' written notice for non-payment (subject to Customer's right to cure during that period). Prior to any non-emergency suspension for other alleged breaches, BRDG will provide written notice and a reasonable opportunity to cure (not less than ten (10) days), except where immediate action is reasonably required.

(ii)

Suspension is a temporary remedy and does not terminate the Terms. Suspension will not relieve Customer of payment obligations accruing during suspension.

(c)

If Customer terminates a non-cancellable Term prior to its expiration, Customer will pay (i) any unpaid, non-refundable, non-recurring fees incurred prior to termination and (ii) half of the estimated recurring fees owed by Customer to BRDG for the remainder of the then-current term. Any early termination fee must be a reasonable pre-estimate of loss and not a penalty.

(d)

Upon effective termination or expiration, Customer's right to access or use the terminated Products ends.

(e)

Sections concerning Fees and Payment, Data Return and Deletion, Confidentiality, Intellectual Property, Indemnities, Liability Limitations, and any other provisions that by their nature should survive will survive termination or expiration of this Terms.

(f)

Termination is without prejudice to any other remedies a party may have. The parties agree that injunctive or equitable relief may be sought in the event of breach of confidentiality, IP or other material obligations.

13. Indemnification by BRDG

(a)

Subject to the terms of this Terms, BRDG shall indemnify, defend and hold harmless Customer and its officers, directors, employees, agents, successors and permitted assigns ("Customer Indemnitees") from and against any and all losses, damages, costs, liabilities, and expenses (including reasonable attorneys' fees and court costs) finally awarded by a court of competent jurisdiction, arising out of a third-party claim alleging that the Products, as provided by BRDG and used by Customer in accordance with this Terms, infringes or misappropriates a third party's intellectual property rights.

(b)

BRDG's obligations under this Section will not apply to the extent that the alleged infringement arises from: (i) Customer's breach of this Terms, (ii) any Customer Data, content, materials, or Customer's use of the Products other than as authorized in this Terms, (iii) modifications to the Products by anyone other than BRDG, or (iv) combination of the Products with non-BRDG products, services, data or materials where the infringement would not have occurred but for such combination.

(c)

If a claim for which BRDG has an obligation to indemnify Customer under this Section is made or reasonably anticipated, BRDG may, at its option and expense: (i) procure the right for Customer to continue using the affected Products, (ii) replace or modify the Products to make them non-infringing, or (iii) terminate this Terms and provide a pro-rata refund of prepaid, unused fees attributable to the affected Products.

(d)

Customer shall (i) promptly notify BRDG in writing of any claim for which indemnity is sought, (ii) grant BRDG sole control over the defense and settlement of the claim (provided no settlement shall impose any obligation on Customer without Customer's written consent), and (iii) reasonably cooperate with BRDG, at BRDG's expense, in the defense and settlement of the claim.

14. Indemnification by Customer

(a)

Subject to the terms of this Terms, Customer shall defend, indemnify, and hold harmless BRDG and its affiliates, officers, directors, employees, agents, successors and permitted assigns ("BRDG Indemnitees") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to any third-party claim, demand, action or proceeding to the extent that such claim arises from or is based upon:

(i)

Customer's breach of this Terms or violation of applicable law;

(ii)

Customer's use of the Products other than as expressly permitted under this Terms;

(iii)

Customer Content submitted through Customer's account, including claims of defamation, invasion of privacy, or infringement of a third party's rights arising out of such Customer Content;

(iv)

Customer's integration of the Products with any third-party products, services, or systems not provided by BRDG;

(v)

Customer's negligent or intentional acts or omissions in connection with Customer's performance under this Terms.

(b)

BRDG shall: (i) provide Customer with prompt written notice of any claim for which indemnity is sought, provided that failure to give prompt notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced by such failure; (ii) grant Customer sole control of the defense and settlement of such claim, provided that Customer may not settle any claim on behalf of BRDG Indemnitees unless Customer obtains BRDG's prior written consent or the settlement does not impose any obligations or liability on BRDG's Indemnitees; and (iii) reasonably cooperate with Customer in the defense and settlement of the claim, at Customer's expense.

(c)

Notwithstanding the foregoing, Customer shall have no obligation to indemnify BRDG for any claim to the extent it is caused by BRDG's gross negligence or willful misconduct.

15. Limitation of Liability and Waiver of Consequential Damages

(a)

Except for liability arising from (i) a party's gross negligence or willful misconduct, (ii) a party's indemnification obligations under this Terms, or (iii) liability that cannot be excluded or limited by applicable law, in no event shall either party, its officers, directors, employees, agents, subsidiaries or affiliates be liable to the other party for any indirect, incidental, special, consequential, exemplary or punitive damages, including, without limitation, loss of profits, loss of revenue, loss of business or business interruption, loss or corruption of data, or depletion of goodwill, even if advised of the possibility of such damages.

(b)

Except for liability arising from (i) a party's gross negligence or willful misconduct, (ii) indemnification obligations under this Terms, or (iii) liability that cannot be limited by applicable law, each party's total cumulative liability to the other party for all claims arising out of or related to this Terms shall not exceed the total fees actually paid or payable by Customer to BRDG under this Terms during the twelve (12) month period immediately preceding the event giving rise to such claim.

(c)

The provisions of this Section shall apply regardless of whether the alleged liability is based on contract, tort, statute, or any other legal theory.

16. General Provisions

(a)

Governing Law; Venue. This Terms shall be governed by and construed in accordance with the laws of Quebec, without regard to its conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Montreal, Quebec, except that either party may seek injunctive relief in any court of competent jurisdiction.

(b)

Assignment. Neither party may assign or transfer this Terms, in whole or in part, without the prior written consent of the other party, except that either party may assign this Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any prohibited assignment shall be void.

(c)

Force Majeure. Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet service provider failures, telecommunications failures, power outages, cyberattacks, governmental actions, or other force majeure events.

(d)

Notices. All notices under this Terms shall be in writing and deemed given when delivered personally, sent by recognized courier service, or sent by email to BRDG at 154 rue St-Paul E, Suite 210, Montreal, Qc H2Y1G6, with a copy by email to: info@brdg.ca. Customer at the address provided by Customer to BRDG in writing prior to the commencement of the Term, with a copy by email to Customer to any email Customer has used to communicate with BRDG.

(e)

Entire Terms. This Terms, together with any Annexes or incorporated documents, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, or representations relating to its subject matter. In the event of any inconsistency or conflict between this Terms and any other document or policy (including, without limitation, BRDG's online Terms of Use), the terms of this Terms shall prevail.

(f)

Amendments; Waiver. Any amendment or modification to this Terms must be in writing and signed by both parties, except that BRDG may update online terms from time to time upon notice to Customer. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

(g)

Severability. If any provision of this Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

(h)

Independent Contractors. The parties are independent contractors. Nothing in this Terms creates a partnership, joint venture, agency, or fiduciary relationship between the parties.

(i)

No Third-Party Beneficiaries. This Terms is for the sole benefit of the parties and their permitted successors and assigns and does not confer any rights upon any third party.

(j)

Survival. Provisions that by their nature should survive termination or expiration shall survive, including without limitation provisions relating to payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, and governing law.

(k)

Counterparts; Electronic Execution. This Terms may be executed in counterparts and by electronic signature, each of which shall be deemed an original and together constitute one instrument.