Terms & Conditions l Expense Report Automation

Last Updated: 02 November 2025

These Terms and Conditions (the “T&Cs”) set out the terms and conditions under which the Services (as defined below) are provided. Any order form, service order, statement of work, insertion order or any other document that incorporates these T&Cs shall be referenced herein as “Order”. The Orders, together with these T&Cs, shall be referred collectively as “Agreement”. The acceptance of an Order incorporating these T&Cs by reference creates a binding agreement between the party listed on the Order (“Customer”) and GlobalPoint Technologies Inc. (“GlobalPoint”). GlobalPoint reserves the right to change these T&Cs from time to time. The date of any change to these T&Cs shall be indicated above. NOW THEREFORE, for good and valuable consideration, of which the receipt and sufficiency are acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND SCHEDULES

1.1 Definitions.

"Affiliate" means a Party's direct or indirect parent or subsidiary corporation (or other entity), or any corporation (or other entity) with which the Party is under common control.
“Aggregated Data” has the meaning set out in Section 5.4.
“Agreement” has the meaning set out in the preamble.
"Business Day" means every day except Saturday, Sunday and any statutory holidays in the province of Manitoba.
“Claim” means any civil, criminal, administrative, regulatory, arbitral or investigative demand, action, suit or proceeding or any other claim or demand.
“Confidential Information” means any and all information disclosed by the disclosing Party to the recipient Party pursuant to this Agreement relating to its products, services, customers, marketing, research and development, business and finances, including all technical information, data, documentation, code, software, security measures and procedures and copies thereof, which is either explicitly marked or noted at the time of disclosure as confidential or which a reasonable party would deem to be non-public and confidential regarding the circumstances surrounding disclosure. Non-public features of the ExpensePoint Platform shall be considered Confidential Information. Confidential Information shall not include information which a recipient Party can establish to have: (i) become publicly known through no action on the recipient's part; (ii) been lawfully known by the recipient prior to receipt; (iii) been independently developed by the recipient without reference to any information received from the disclosing Party; or (iv) been approved for public release by the written authorization of the disclosing Party. Specific information received shall not be deemed to fall within the exceptions to Confidential Information set forth above merely because it is embraced by general information within the exception.
“Credit” has the meaning set out in Section 1 of Schedule A, attached hereto.
“Data Protection Agreement” refers to GlobalPoint’s data protection agreement found at http://files.expensepoint.com/DPA.pdf.
“Dispute” has the meaning set out in Section 9.9(a).
“Documentation” means the on-line user guides, operating manuals and release notes for the operation of the ExpensePoint Platform made available by GlobalPoint, as may be updated and amended from time to time by GlobalPoint.
“End User” and “End Users” have the meaning set out in Section 2.6(a).
“ExpensePoint Platform” means GlobalPoint’s proprietary expense management platform, including the web application available at www.expensepoint.com and Installed Applications. Reference to “ExpensePoint Platform” shall include all front-end, back-end and other related technologies, and all updates, upgrades, patches, fixes, modifications, and enhancements made thereto as part of Software Updates. It shall further include all methods, processes, data, information, models, wrappers and other business property related to and generated therefrom.
“Feedback” has the meaning set out in Section 5.5.
“Fees” has the meaning set out in Section 3.1.
"Force Majeure" means any failure or delay in the performance by a Party of its obligations under this Agreement, if any, to the extent such failure or delay: (a) is caused, directly or indirectly, without fault by the non-performing Party, by fire, flood, hurricane, earthquake, acts of God, pandemic, epidemic, war, terrorism, explosion, riots, civil disorders, rebellions or revolutions, lawful acts of governmental authorities, internet service provider failures or delays, criminal acts of third parties, or any other cause beyond the reasonable control of the non-performing Party; and (b) could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the nonperforming Party through the use of alternate sources, work-around plans or other means.
“Indemnifying Party”, “Indemnified Party” and “Indemnified Parties” have the meaning set out in Section 6.1.
“Indemnity Claim” has the meaning set out in Section 6.1.
“Initial Subscription Period” has the meaning set out in Section 8.1.
“Intellectual Property Rights" means all intellectual property and other proprietary rights, including all rights provided under trade secret law, patent law, copyright law, trademark or service mark law, design patent or industrial design law, semi-conductor chip or mask work law, and any other statutory provision or common law principle which may provide a right in either ideas, formulae, algorithms, concepts, inventions or knowhow, whether registered or not and including all applications therefor.
“Installed Application” refers to a version of GlobalPoints’ proprietary expense management platform that is installed on an End-User’s computing device, such as its iOS/Android/desktop application.
“Losses” has the meaning set out in Section 6.1. “
Non-Arbitrable Dispute” has the meaning set out in Section 9.9(b).
“Order” has the meaning set out in the preamble.
“Party” means either GlobalPoint or Customer and “Parties” refers to both GlobalPoint and Customer.
“Personnel” means an entity’s employees, contractors, or subcontractors.
"Purchase Order" means Customer’s purchase order form or similar document or correspondence evidencing the Customer’s request for Services, as accepted by GlobalPoint and consistent with the terms and conditions of this Agreement.
“Renewal Subscription Period” has the meaning set out in Section 8.1.
“Service Level Agreement” is the level of support that GlobalPoint agrees to provide in supporting ExpensePoint http://files.expensepoint.com/SLA.pdf. Platform, which is outlined in
“Services” means the Subscription to the ExpensePoint Platform and any other services provided pursuant to an Order.
“Software Updates” has the meaning set out in Section 2.6(c).
“Subscription” has the meaning set out in Section 2.1(a).
“Subscription Period” has the meaning set out in Section 8.1.
“T&Cs” has the meaning set out in the preamble.
“Term” has the meaning set out in Section 8.2.
“Third Party Services” and “Third Party Service Providers” have the meaning set out in Section 5.3.

1.2 Interpretation.

Currency. Each Order shall state the currency that applies to this Agreement.
Headings. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.
"Includes" or "Including". Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation".
No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.
"Written" or "in writing". Unless expressly stated otherwise, where any notice, demand, consent or communication is required "in writing" or in written form, either Party may provide such notice, demand, consent or communication in written form and delivered by courier, registered mail or e-mail.
Interpretation. In the event of any conflict between an Order and these T&Cs, such conflict shall be resolved in favour of these T&Cs, unless such Order clearly states that it amends or prevails over these T&Cs.

ARTICLE 2

Subscription

2.1 Subscription.

Provided that Customer is in compliance with these T&Cs, Customer is provided a subscription to access and use the ExpensePoint Platform, and to download and install the Installed Application on End-Users’ computing devices (the “Subscription”). The details of the Subscription shall be stated in the Order, along with any additional services and any limitations applicable to the Subscription (e.g. usage limits, number of users). The types of Subscriptions available on the ExpensePoint Platform is described in Schedule A, attached hereto.
GlobalPoint agrees to provide support as stated in its Service Level Agreement and process Customer Content in accordance with its Data Protection Agreement.

2.2 Affiliates.

Customer's Affiliate(s) may access the ExpensePoint Platform under this Agreement (for clarity, under Customer’s Subscription); provided that, (i) Customer ensures that its Affiliates and their Personnel comply with this Agreement and all restrictions, limitations, disclaimers and other terms and conditions of this Agreement apply to such Affiliates and their Personnel, (ii) Customer communicates to GlobalPoint the identities of such Affiliates prior to their use of the ExpensePoint Platform, and (iii) Customer remains responsible for all actions, inactions and violations of this Agreement by such Affiliates and their Personnel. If Customer’s Affiliate enters into a separate Order as a party thereto, then this Section shall not apply.

2.3 Purchase Orders.

As part of Customer’s procurement process, Customer may issue a Purchase Order. The terms of all Purchase Orders, whether issued and accepted before or after the execution of the Order, must be consistent with these T&Cs and the applicable Order. No terms and conditions in any form of the Purchase Order, other than the identification of the Services, the Subscription Period, number of End Users, fees for the Services and the address for invoicing shall be binding on GlobalPoint, even if explicitly accepted by GlobalPoint. If explicit acceptance is required by GlobalPoint, Customer understands and agrees that GlobalPoint is merely accepting the terms and conditions in the Purchase Order to facilitate Customer’s procurement process and GlobalPoint hereby objects to and rejects any conflicting, inconsistent, additional or amending terms and conditions in the Purchase Order. Customer acknowledges and agrees that these T&Cs and the applicable Order have been negotiated and/or accepted by Customer with the express intention that the terms and conditions in these T&Cs and the applicable Order shall govern the provision of the Services.

2.4 Acceptable Use.

Customer shall use the ExpensePoint Platform only for internal use and only during the Subscription Period. Customer shall not and shall ensure that its End Users do not: (a) modify, translate or copy (except for Installed Application as part of the download and installation process) any part of the ExpensePoint Platform; (b) reverse engineer, decompile or dissemble any part of the ExpensePoint Platform, create derivative works based on any part of the ExpensePoint Platform, or attempt to derive the source code of any part of the ExpensePoint Platform; (c) rent, lease or use the ExpensePoint Platform to operate a service bureau or application service provider; (d) use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the ExpensePoint Platform or to otherwise engage in denial of service attacks; (e) impose an unreasonable or disproportionately large load on the ExpensePoint Platform so as to cause the ExpensePoint Platform or the underlying infrastructure to be unavailable, inoperable or unstable; (f) use the ExpensePoint Platform on devices which are not appropriate, as advised by GlobalPoint; (g) rely on the ExpensePoint Platform in any application where a failure could cause personal injury or death or damages to property; (h) remove any proprietary notices, labels or marks within any part of the ExpensePoint Platform; (i) use the ExpensePoint Platform in a manner inconsistent with this Agreement, or in a manner contrary to 5 applicable law, rule or regulation; or (j) submit any Customer Content that is libelous, obscene, defamatory, pornographic or other offensive content.

2.5 Customer Content. “Customer Content”.

refers to any document, files, images, materials or any other information that is uploaded or used with the ExpensePoint Platform or otherwise provided to GlobalPoint as part of the Services. By uploading, using or providing such Customer Content, Customer (i) represents that it has the necessary rights to the Customer Content and to be used with the Services, and (ii) hereby grants to GlobalPoint, during the Term, a limited, royalty-free, non-exclusive, nontransferable, non-assignable license to reproduce, modify, create derivative works and use the Customer Content in connection with the Services.

2.6 Customer’s Obligations.

Customer shall provide access to the ExpensePoint Platform to those Personnel who require such access (each an “End User”, and collectively, the “End Users”), up to the maximum number of End Users permitted on the Order, if any. Customer shall ensure that End Users are aware of all the terms and conditions set out in this Agreement and Customer shall be responsible for actions and inactions of its End Users. If a user account is required to access the ExpensePoint Platform, each End User shall have separate accounts and shall not share any accounts.
End Users must keep information about their accounts (e.g. ID and password) confidential and protect the integrity and security of their accounts. If an End User detects any suspicious activities on his/her account, it is the responsibility of the End User to promptly report such activities to Customer and if required, to GlobalPoint. GlobalPoint has the right, but not the obligation, to deactivate any account identified in such notification. GlobalPoint is not liable for any loss or damage arising from any activities on any account, whether or not compromised, and whether or not Customer or the affected End User communicated any suspicious activities in accordance with this section. It is the responsibility of Customer to make its End Users aware of all the obligations set out in this Agreement and provide the necessary training, communication and information required for End Users to adhere to this section.
If GlobalPoint makes available updates, patches or new versions of the Installed Application (the “Software Updates”), then Customer shall promptly download and install the Software Updates, or otherwise ensure that such Software Updates are applied to the Installed Application. Failure to apply the Software Updates may result in degradation of its performance or functionality (e.g. non-conformance with the Documentation), or the inability for GlobalPoint to provide any support for the ExpensePoint Platform.
Customer shall review, and shall cause its End Users to review, the Documentation and shall ensure that the use of the ExpensePoint Platform is in accordance with the Documentation.

ARTICLE 3

Fees and Payment

3.1 Fees.

The amount due under each Order shall be stated in the applicable Order. The total amount due on all Orders and any additional purchases initiated by Customer during the Subscription Period shall be referred to collectively as the “Fees”). All Fees paid under this Agreement are non-refundable.
GlobalPoint agrees to provide support as stated in its Service Level Agreement and process Customer Content in accordance with its Data Protection Agreement.

3.2 Invoice and Payment.

The billing frequency for the Fees shall be stated in the applicable Order. With respect to additional purchases initiated by Customer during the Subscription Period, it shall follow the same billing frequency as existing Orders.
Unless stated otherwise in the applicable Order, Fees shall be due on receipt of the invoice.
All amount due under this Agreement are exclusive of sales, use, consumption and value add taxes, which shall be the responsibility of the Customer. GlobalPoint will use information provided by Customer and rely on such information to determine the applicable taxes. Customer will be responsible for any damages (taxes, penalties or interest incurred by GlobalPoint) that might apply based on GlobalPoint’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer, including the failure to advise GlobalPoint if Customer’s tax status changes during the Subscription Period.
In the event of payment after the due date, interest shall be payable on the overdue amount at the rate of one and one half (1.5%) percent per month, calculated and compounded monthly, or the maximum rate permitted by law, whichever is less, calculated from the due date to the date of payment.
If any invoices are paid using a credit card, any credit card processing fee incurred by GlobalPoint, up to the maximum amount permitted by law, may be applied. If any invoices are paid via wire or cheque, a processing fee may be charged by GlobalPoint to cover the cost of processing such wire and/or cheque. Currently, wire and cheque processing fees are $17 and $4, respectively and may change from time to time.
If Customer has pre-authorized payment via credit card, Customer authorizes GlobalPoint to charge the amount due under the invoice on such credit-card. If Customer wishes to cease such automatic top-ups, Customer shall notify GlobalPoint in writing at least thirty (30) days advance notice.

ARTICLE 4

Confidentiality, Non-Disclosure

4.1 Non-Disclosure.

Each Party agrees that it will not: (a) make use of the Confidential Information of the disclosing Party other than to perform its obligations under this Agreement; or (b) in any way disclose any Confidential Information of the disclosing Party to any person or entity, other than its own Personnel to the extent necessary to give effect to this Agreement and only to those of its Personnel who have agreed to be bound by confidentiality obligations no less protective than those set forth in this Agreement. Each receiving Party is responsible for any breach of this Agreement by any person to whom it provides, or provides access to, Confidential Information. Each receiving Party shall safeguard the disclosing Party’s Confidential Information using the same standard it employs to safeguard its own confidential information of like kind, but in no event less than a commercially reasonable standard of care.

4.2 Destruction of Confidential Information.

At the disclosing Party's request, the receiving Party shall destroy Confidential Information of the disclosing Party in its possession or control except to the extent it would be unreasonably burdensome to destroy such information (such as archived computer records), and such information will continue to be treated as Confidential Information, notwithstanding any termination or expiration of this Agreement. Upon the request of the disclosing Party, the receiving Party shall certify in writing that all materials containing Confidential Information of the disclosing Party have been destroyed and no further Confidential Information of the disclosing Party is in the possession or control of the receiving Party.

4.3 No Rights to Confidential Information.

All Confidential Information remains the sole property of the disclosing Party and no license or other rights to Confidential Information is granted or implied by this Agreement.

4.4 Required Disclosure.

In the event that Confidential Information has been required to be disclosed in response to a valid order issued by a court, governmental or regulatory body with jurisdiction over the receiving Party, then such Confidential Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Information, to the extent possible, provides the other Party with timely prior notice of such requirement and coordinates with the other Party in an effort to limit the nature and scope of such required disclosure.

ARTICLE 5

Proprietary Rights

5.1 Proprietary Rights of GlobalPoint.

GlobalPoint retains all right, title and interest (including any Intellectual Property Rights) in the ExpensePoint Platform, Documentation, and GlobalPoint’s Confidential Information. Except as expressly provided in these T&Cs, Customer does not acquire any 8 right, title and interest (including any Intellectual Property Rights) to the ExpensePoint Platform, Documentation, and GlobalPoint’s Confidential Information.

5.2 Proprietary Rights of Customer.

All Customer Content belongs to the Customer. Except as expressly stated herein, GlobalPoint and its Affiliates do not acquire any right, title and interest (including any Intellectual Property Rights) in the Customer Content.

5.3 Third Party Services.

The ExpensePoint Platform may include or use products and/or services from third party service providers (those products and/or services, the "Third Party Services"; those service providers, the "Third Party Service Providers"). A list of the current Third Party Services is available at http://files.expensepoint.com/TPS.pdf. Customer acknowledges and agrees that GlobalPoint makes no representations, warranties or covenants with respect to any Third Party Services and Customer’s use of the Third Party Service shall be governed by the terms and conditions applicable thereto. Customer agrees to comply with such terms and conditions and agree that GlobalPoint shall not be liable or responsible for any of the Third Party Services or the actions or inactions of the applicable Third Party Service Providers.

5.4 Aggregated Data.

GlobalPoint may collect and aggregate data derived from the operation of the Services, including the Customer Content (the "Aggregated Data") and GlobalPoint may use the Aggregated Data for purposes such as operating, developing, monitoring and improving the Services and any related GlobalPoint business. Such Aggregated Data will be de-identified to exclude any information that identifies its End Users or an individual. GlobalPoint shall own all right, title and interest (including any Intellectual Property Rights) in the Aggregated Data.

5.5 Feedback.

During the Term, if Customer or its Personnel make any suggestions for changes, modifications or improvements to the ExpensePoint Platform or the Documentation (those suggestions, the "Feedback"), all such Feedback shall be solely owned by GlobalPoint. Customer shall do (and shall cause its Personnel to do) all that is necessary to assign the ownership of such Feedback to GlobalPoint.

ARTICLE 6

Indemnification

6.1 Indemnification Obligations of Customer.

Customer (the “Indemnifying Party”) shall defend GlobalPoint (the “Indemnified Party”) and its successors, assigns, partners, directors, officers, agents, affiliates, subsidiaries, employees and contractors (such parties together with the Indemnified Party, the “Indemnified Parties”) from and against any third party Claims and indemnify and hold harmless Indemnified Parties for any and all damages, fines, penalties, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and disbursements of lawyers, accountants and other experts and professionals or other reasonable fees and expenses of investigation, litigation, settlement or other proceedings or of any claim, default or assessment)(collectively, the “Losses”) arising from, in connection with, or related to: (i) the Customer 9 Content, or (ii) breach of Sections 2.4 or 5.3 (the “Indemnity Claim”); provided that: (a) GlobalPoint has promptly notified Customer of the Indemnity Claim, and Customer is not prejudiced by any delay by GlobalPoint; (b) Customer has full control over the defense of the Indemnity Claim, provided that any settlement or resolution entered into by Customer shall not require any admission of liability or any payment by GlobalPoint; (c) GlobalPoint has not made any admission against Customer’s interests and has not agreed to any settlement of any Indemnity Claim without Customer’s written consent; and (d) GlobalPoint cooperates with Customer in the defense of the Indemnity Claim, at Customer’s expense.

ARTICLE 7

Disclaimer; Limitation of Liability; Exclusions

7.1 DISCLAIMER.

EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES (INCLUDING THE EXPENSEPOINT PLATFORM) ARE PROVIDED ON AN “AS IS” BASIS.
CUSTOMER ACKNOWLEDGES THAT THE EXPENSEPOINT PLATFORM UTILIZES PROPRIETARY MACHINE LEARNING PROCESSES TO EXTRACT USABLE METADATA FROM RECEIPTS, INVOICES OR OTHER SIMILAR TYPE DOCUMENTS UPLOADED TO THE EXPENSEPOINT PLATFORM. DUE TO THE NATURE OF THESE PROCESSES, THE DATA PRODUCED MAY BE INACCURATE AND INCOMPLETE AND IT IS THE SOLE RESPONSIBILITY OF CUSTOMER AND ITS END-USERS TO VERIFY THE ACCURACY AND COMPLETENESS OF SUCH DATA. CUSTOMER ACKNOWLEDGES AND AGREES THAT GLOBALPOINT SHALL NOT BE RESPONSIBILITY FOR SUCH INACCURACY AND INCOMPLETENESS. GLOBALPOINT ENCOURAGES CUSTOMER TO SUBMIT FEEDBACK FOR ANY INACCURACIES OR INCOMPLETE DATA THAT IT HAS ENCOUNTERED AND GLOBALPOINT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CONSIDER SUCH FEEDBACK IN THE IMPROVEMENT OF THE EXPENSEPOINT PLATFORM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO REPRESENTATIONS OR WARRANTIES, CONDITIONS OR GUARANTEES, EXPRESS OR IMPLIED (WHETHER ARISING UNDER COMMON LAW, STATUTE, COURSE OF DEALING OR TRADE, OR OTHERWISE) RELATING TO THE SERVICES (INCLUDING THE EXPENSEPOINT PLATFORM) OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CURRENCY, ACCESSIBILITY, RELIABILITY, SECURITY, AVAILABILITY, 10 UNINTERRUPTED USE, OR THAT THE EXPENSEPOINT PLATFORM IS OR WILL BE ERROR FREE OR VIRUS FREE. GLOBALPOINT SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR INACCURACY OF DATA SUFFERED BY CUSTOMER, FOR ANY LOSS, DAMAGES OR INJURY RESULTING FROM THE THIRD PARTY SERVICES, OR FOR ANY LOSS OR DAMAGES RESULTING FROM CUSTOMER CONTENT. THE EXPENSEPOINT PLATFORM MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND GLOBALPOINT IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.
EXCEPT TO THE EXTENT AN EXPRESS INDEMNITY IS PROVIDED IN THIS AGREEMENT, GLOBALPOINT HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD HARMLESS CUSTOMER OR ANY OF ITS SUCCESSORS, ASSIGNS, SHAREHOLDERS, PARTNERS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, SUBSIDIARIES, EMPLOYEES OR CONTRACTORS, INCLUDING AGAINST CLAIMS RELATED TO PRODUCT LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY GLOBALPOINT WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION.

7.2 LIMITATION OF LIABILITY.

THE PARTIES SHALL BE LIABLE ONLY FOR DIRECT DAMAGES, AND IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSSES (INCLUDING LOST SALES, LOST REVENUE, LOST PROFITS, LOST DATA OR LOST CONTENT) WHATSOEVER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT.
THE TOTAL LIABILITY AND OBLIGATIONS OF GLOBALPOINT AND ITS AFFILIATES SHALL NOT EXCEED IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT, THE FEES PAID PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY OR OBLIGATION. THE LIMITS OF LIABILITY IN THIS SECTION ARE CUMULATIVE AND NOT PER-INCIDENT.
THE LIMITATIONS SET OUT IN THIS SECTION 7.2 SHALL NOT APPLY TO: (I) CUSTOMER'S BREACH OF SECTIONS 2.4 OR 2.6, (II) CUSTOMER'S MISUSE OR MISAPPROPRIATION OF GLOBALPOINT’S INTELLECTUAL PROPERTY RIGHTS, OR (III) CUSTOMER'S INDEMNITY OBLIGATIONS IN SECTION 6.1.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITATIONS AND 11 EXCLUSIONS OF LIABILITY IN THIS SECTION 7.2 APPLY (A) TO ALL CAUSES OF ACTION, (B) WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FOR FUNDAMENTAL BREACH, HOWEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY, (C) EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL PURPOSE AND (D) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE DAMAGES IN QUESTION OR EVEN IF SUCH DAMAGES WERE FORESEEABLE.

ARTICLE 8

Term and Termination

8.1 Subscription Period.

Unless stated otherwise in the Order, the duration of the Subscription shall be for a period of twelve (12) months (such twelve (12) month period or the period stated in the Order, the “Initial Subscription Period”). At the end of the Initial Subscription Period, the applicable Order shall automatically renew for the same period as the Initial Subscription Period at the then applicable Fees (such renewal period, the “Renewal Subscription Period” and together with the Initial Subscription Period shall be the “Subscription Period”). If Customer wishes not to renew, a written notice of non-renewal must be provided to GlobalPoint at least sixty (60) days prior to the end of the then Subscription Period.

8.2 Term of these T&Cs.

The application of these T&Cs shall commence on the effective date of the first Order that incorporates the terms and conditions of these T&Cs and shall continue until the earlier of (a) termination in accordance with these T&Cs, and (b) one year following the termination or expiration of all outstanding Orders (the "Term").

8.3 Termination for Breach.

A Party may terminate these T&Cs and/or any applicable Order if the other Party materially breaches these T&Cs and/or the applicable Order. A Party shall be considered to be in material breach if any of the following events occur: (a) if the breaching Party is Customer, where Customer fails to pay any overdue invoices fifteen (15) days after Customer receives written notice of non-payment, (b) a Party makes a general assignment for the benefit of creditors, makes a written admission of its inability to pay its debts or obligations as they become due, has a petition in bankruptcy filed by or against it, a receiver or trustee of any of its property is appointed, is adjudged to be insolvent by any court having jurisdiction, or it is dissolved, liquidated or terminated; or (c) a Party breaches a material term of this Agreement and such breach is not cured within thirty (30) days of written notice of such breach. The written notice for termination shall include a detailed explanation of the material breach justifying the termination in accordance with this Section 8.3.

8.4 Additional Termination Rights.

Unless additional termination rights are provided in the Order, the Parties agree that the termination rights set out in these T&Cs shall be the exclusive rights and remedies for termination of each Party.

8.5 Suspension of Subscription.

GlobalPoint may suspend any Subscription if (i) any invoice, and any interest accrued thereon, remains unpaid after GlobalPoint has notified the Customer of an outstanding invoice, or (ii) Customer or its End Users violate the terms of this Agreement. The exercise of this suspension right shall not be considered a breach of this Agreement by GlobalPoint.

8.6 9.1 Effect of Termination.

If an Order is terminated in accordance with this Agreement,
- The Subscription provided under such Order shall come to an end immediately, and Customer and its Personnel shall immediately stop accessing and using the ExpensePoint Platform and delete all Installed Application. All Fees due and/or payable under the terminated Order, including any interest accrued thereon, shall become due immediately; and
- Unless Section 8.6(b) applies, these T&Cs shall continue to apply to all remaining active Orders.
If these T&Cs are terminated in accordance with this Agreement,
- Unless agreed otherwise in writing, all Orders shall be terminated and Section 8.6(a) shall apply accordingly; and
- Any other rights granted under these T&Cs shall cease immediately.
Sections 2.2(iii), 2.3, 2.5(i), 3.2(c), 9.3, 9.4, 9.5, 9.6, 9.7, 9.9, 9.10, 9.11, and 9.12 and Article 1, Article 4, Article 5, Article 6, and Article 7 shall survive termination or expiration of this Agreement.

SCHEDULE A

SUBSCRIPTION TYPE; FEES

The ExpensePoint Platform has three (3) types of Subscription: (1) Per Report Subscription, (2) Per User Subscription, and (3) All-Inclusive Subscription. The Order shall state the Subscription type, billing frequency and the applicable price.

1. Per Report Subscription.

The Per Report Subscription is a usage-based Subscription that permits Customer to buy credits that can be used for generating expense reports on the ExpensePoint Platform (such credits, the “Credits”). The Order with the Customer shall specify the number of Credits purchased by Customer (for the purpose of Per Report Subscription, such number, the “Subscription Quantity”) that is available for use during the Subscription Period and the applicable price for such Credits. The Subscription Quantity is the minimum number of Credits that Customer commits to purchase during the Subscription Period and unless agreed to otherwise in writing, Customer shall commit to purchase the same Subscription Quantity of Credits for all renewal periods. For multi-year Subscription Periods, the Order may specify an annual Subscription Quantity during the Subscription Period, which may vary annually, and on renewal, the Subscription Quantity for the final year of the Subscription Period shall apply annually for the Renewal Subscription Period.

Billing frequency for Per Report Subscription shall be stated in the Order (if the Order is silent on the billing frequency, the default is annual). For annual billing frequency, Customer shall be billed in advance annually during the Subscription Period. If Customer runs out of Credits, any additional expense reports generated during the remainder of the Subscription Period shall be billed at the end of each month during the Subscription Period at the then current per report fee (for clarity, the then current per report fee may be greater than the per report fee stated in the Order). At renewal, the number of Credits available resets to the Subscription Quantity.

For monthly billing frequency, Customer shall be billed at the end of each month during the Subscription Period, which shall be the greater of (1) the Subscription Quantity, and (2) the actual number of expense reports generated on the ExpensePoint Platform.

If the Subscription Period is twelve (12) months and greater, unless stated otherwise in the Order, Credits purchased shall expire fifteen (15) months from the date of the purchase; however, if the Subscription is terminated in accordance with this Agreement, any remaining Credits shall expire on the date of termination and no refund will be provided.

2. Per User Subscription.

The Per User Subscription (may also be referred to as “Per License” subscription) is a user-based Subscription that permits each End User with such subscription to generate unlimited number of expense reports on the ExpensePoint Platform. Each subscribed End-User must have separate user accounts and cannot be shared.

The Order shall specify the price of Per User Subscription and the number of End Users subscribed by Customer (for the purpose of Per User Subscription, such number, the “Subscription Quantity”). The Subscription Quantity is the minimum number of Per User Subscriptions that Customer commits to during the Subscription Period and unless agreed to otherwise in writing, Customer shall commit to the same Subscription Quantity for all renewal periods.

Billing frequency for Per User Subscription shall be stated in the Order (if the Order is silent on the billing frequency, the default is annual). For annual billing frequency, Customer shall be billed in advance annually during the Subscription Period. Customer may add additional Per User Subscriptions via the ExpensePoint Platform and if the total number of Per User Subscriptions is greater than the Subscription Quantity, such additional Per User Subscriptions above the Subscription Quantity shall be added at the then current price of Per User Subscription (for clarity, the then current price of Per User Subscription may be greater than the price of Per User Subscription stated in the Order), and such new quantity shall become the Subscription Quantity for the remainder of the Subscription Period.

For monthly billing frequency, Customer shall be billed at the end of each month during the Subscription Period for the actual number of End Users with Per User Subscription.1 Customer is free to add or remove Per User Subscriptions during the Subscription Period; provided that the number of monthly Per User Subscriptions does not fall below the Subscription Quantity. Any Per User Subscriptions added beyond the Subscription Quantity shall be at the then current price of Per User Subscription (for clarity, the then current price of Per User Subscription may be greater than the price of Per User Subscription stated in the Order).

3. All-Inclusive Subscription.

The All-Inclusive Subscription is subscription that allows unlimited number of End Users to generate unlimited number of expense reports on the ExpensePoint Platform.

4. Additional Information.

Customer may subscribe to both Per User Subscription and Per Report Subscription depending on the need
Unless agreed to otherwise in the Order, the fees for the Subscription shall automatically increase by five percent (5%) at renewal. If the Subscription Period spans multiple years, the fee applicable to the Renewal Subscription Period shall be five percent (5%) above the fee in effect on the last year of the preceding Subscription Period

ARTICLE 9

Miscellaneous Provisions

9.1 Assignment.

Without the prior written consent of GlobalPoint, Customer may not assign this Agreement or any of its rights or obligations hereunder, except to an Affiliate and provided (a) such Affiliate agrees to be bound by the terms of this Agreement and (b) Customer remains responsible for Affiliate’s compliance with this Agreement, including payment of all Fees.

9.2 Press Releases; Marketing.

Each Party may refer to the other Party and use its logo(s) for the limited purpose of identifying it as a customer on its website, and sales and marketing materials, unless the other Party has withdrawn its consent in writing. All press releases relating to this Agreement and the commercial relationship between the Parties shall require the prior written consent of each Party.

9.3 Entire Agreement; Amendment.

This Agreement contains the entire understanding of the Parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, 13 written or oral, in effect between the Parties relating to the subject matter hereof. Except for GlobalPoint’s right to modify these T&Cs from time to time, no amendment or modification of this Agreement shall be effective or binding unless agreed to in writing by both Parties.

9.4 Waiver of Breach.

The waiver of any breach of this Agreement, or the failure of a Party to exercise or enforce any right under this Agreement, shall in no event constitute a waiver of any other breach, whether similar or dissimilar in nature, or prevent the exercise or enforcement of any right under this Agreement.

9.5 Rights and Remedies.

In the event of any breach of this Agreement, except as expressly stated in this Agreement, the rights and remedies of the Parties provided for in this Agreement shall not be exclusive or exhaustive, and are in addition to any other rights and remedies available at law or in equity, including injunctive relief.

9.6 Notices.

Any notice required or otherwise provided for in this Agreement shall be given to GlobalPoint or Customer, as the case may be, at the physical or e-mail address set forth on the first page of this Agreement, or as updated from time to time pursuant to a notice provided pursuant to this Section, with a copy to any individuals with whom the Parties typically communicate.

9.7 Severability.

If any provision of this Agreement is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement shall be unimpaired and the Parties shall substitute a valid, legal and enforceable provision as close in legal and economic consequence as possible to the provision being struck or considered unenforceable. If the limitation of liability set forth in this Agreement is limited by law, then GlobalPoint ’s liability will be limited to the greatest extent permitted by law.

9.8 Force Majeure.

Except for payment and confidentiality obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement attributable to Force Majeure.

9.9 Dispute Resolution Procedure.

In the event of any dispute or disagreement between the Parties with respect to the interpretation of any provision hereof, the performance of either Party hereunder, or any other matter that is in dispute between the Parties arising from or in connection with or related to this Agreement ("Dispute"), upon the written request of either Party, the Parties will meet for the purpose of resolving such Dispute. The Parties agree to discuss the Dispute and negotiate in good faith without the necessity of any formal proceedings. If the Parties are unable to resolve the Dispute within fifteen (15) Business Days, either Party may submit the matter to final and binding arbitration.
Unless otherwise agreed in writing by the Parties, Disputes relating to the following matters or requesting the following types of relief will not be resolved by final and 14 binding arbitration: (i) ownership or infringement of Intellectual Property Rights; (ii) claims related to Confidential Information; (iii) claims in respect of death or bodily injury; (iv) claims for contribution or indemnity; or (v) interim or interlocutory claims for injunctive relief ("Non-Arbitrable Dispute").
All other Disputes hereunder that cannot be settled in the manner hereinbefore described will be settled by final and binding arbitration pursuant to the provisions of the International Commercial Arbitration Act (Manitoba). The arbitrator will decide any issues submitted in accordance with the provisions and commercial purposes of the Agreement, and will not have the power to award damages in excess of the limitations set forth in, or excluded by, the Agreement. Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow.
The fees and expenses of the arbitrator and costs of the arbitration facilities will be periodically billed to and paid in equal proportions by the Parties as the arbitration proceeds. Each Party will be responsible for its own costs, including attorneys' fees, in any negotiation, arbitration or court proceeding.
Each Party shall continue performing its obligations under this Agreement while any Dispute is being resolved in accordance with this Section 9.9, unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement.

9.10 Governing Law

Regardless of the place of execution or performance or the domicile of the Parties, this Agreement is governed by the laws of the Province of Manitoba excepting its choice of law provisions and the Parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Manitoba and the venue of Winnipeg.

9.11 Counterparts; Delivery by E-mail.

This Agreement may be executed in two or more counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed copy of this Agreement by e-mail transmission will constitute valid and effective delivery of an original executed copy.

9.12 Relationship of the Parties.

The Parties are independent contractors. Nothing in this Agreement will be deemed to create a partnership or joint venture or a relationship of principal and agent, employeremployee, master-servant, or franchisor-franchisee among or between the Parties. The relationship between the Parties is non-exclusive.