Terms of Service

Actual is a software platform designed for the hospitality industry. Actual provides hospitality operators and businesses with tools to manage tip distribution, payroll processing, employee scheduling, and operational workflows (collectively, the "Actual Services"). Specific products and features available to the Customer are set out in the applicable Order Form and Purchase Terms.

These Terms of Service (the "Agreement") govern access to and use of the Actual Services provided through the Actual Platform (as defined below). The Actual Services are provided by Atlas Restaurant Management Systems Inc., doing business as "Actual" ( "Actual," "we," "us," or "our"). By visiting, browsing, accessing, downloading, installing, or otherwise using (the terms "use" and "using" refer to any of the foregoing) the Actual Services, you (the "Customer") and your Permitted Users are entering into this Agreement with Atlas Restaurant Management Systems Inc.

If you are an employee or staff member invited to access the Actual Platform by your employer, your use is governed by the Actual Terms of Use, available at onactual.com/legal/terms-of-use, and not by this Agreement.

By using the Actual Services, you (the "Customer") acknowledge that you have read, accepted, and agree to be bound by the terms of this Agreement, as amended from time to time in accordance with Section 14.12. If you do not accept this Agreement, please stop using the Actual Services immediately.

The Customer represents and warrants to Actual that the Customer has the capacity to enter into this Agreement. If the Customer is using the Actual Services on behalf of another person or company, the Customer represents and warrants to Actual that the Customer has the authority to bind such person or company to this Agreement.

1. Definitions

   Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

   1. "Aggregated Data" means data, information or other materials that cannot reasonably be used to identify a particular individual or company.
   2. "AML Laws" means all laws relating to terrorism, money laundering or bribery, government sanctions and know your client requirements, including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada) and the United Nations Al-Qaida and Taliban Regulations (Canada) promulgated under the United Nations Act, and other applicable anti-money laundering, anti-terrorist financing, government sanction and know your client laws, including any rules, regulations, directives, guidelines or orders promulgated, issued or enforced thereunder, whether within Canada or elsewhere.
   3. "Applicable Laws" means all applicable laws, statutes, regulations, rules, orders, directives, regulatory requirements, and official guidelines of any Governmental or Regulatory Authority having jurisdiction over the applicable party, the Services, or the activities contemplated by this Agreement, including, for greater certainty, the Retail Payment Activities Act (Canada) and the regulations, supervisory requirements, policies, and guidelines issued or administered by the Bank of Canada thereunder, AML Laws, privacy laws, and applicable Payment Network Rules.
   4. "Actual Platform" means the Actual online platform and application used to access the Services.
   5. "Actual Services" or "Services" means the services described in the applicable Order Form and Purchase Terms. Any professional services will be provided only if separately agreed in writing by the parties in a statement of work, order form, or other executed amendment.
   6. "Business Day" means any day that is not a Saturday, Sunday or statutory holiday in the Province of Ontario;
   7. "Customer Data" means any data, information, content, records, and files that the Customer (or any of its Permitted Users) loads, transmits to or enters into the Actual Platform, including Personal Information.
   8. "Governmental or Regulatory Authority" means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over a party, or any other person, property, transaction, activity, event or other matter related to this Agreement, including the Payment Networks and Debit Card Networks, and for greater certainty, the Bank of Canada in its capacity as supervisor of payment service providers under the Retail Payment Activities Act (Canada).
   9. "Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning.
   10. "Permitted User" has the meaning set out in Section 4.
   11. "User" means an individual employee, staff member, contractor of the Customer who is invited to create an account on the Actual Platform to access features made available to them through the Actual Services including tip distribution, payroll, scheduling, or operational features.Users are subject to the Actual Terms of Use (available at onactual.com/legal/terms-of-use and are not parties to this Agreement. Users are a subset of Permitted Users.
   12. "Order Form" means a written or online order document executed by the Customer and Actual that sets out the specific Actual Services being purchased, applicable Fees, and any other commercial terms agreed between the parties, and which is incorporated into this Agreement by reference.
   13. "Personal Information" has the meaning given to it under applicable Privacy Laws, and includes any information about an identifiable individual collected, used, or disclosed in connection with the Actual Services.
   14. "Purchase Terms" means the product-specific terms and conditions applicable to a particular Actual Service, and which are incorporated into this Agreement by reference.
2. Actual Services
   1. Provisioning of the Actual Services. Subject to the Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement, Actual will make the Actual Services available to the Customer on the terms and conditions set out in this Agreement (including any Order Form and Purchase Terms). The Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Actual Services, and for Permitted Users' compliance with this Agreement.
   2. Restrictions on Use. The Customer will not knowingly, nor will it knowingly permit others to:
      1. sub-license, sell, rent, lend, lease or distribute the Actual Services or any intellectual property rights owned by Actual in connection the Actual Services , or otherwise make the Actual Services available to others;
      2. use or access the Actual Services (A) in violation of any Applicable Law or intellectual property right, (B) in a manner that threatens the security or functionality of the Actual Services, or (C) for any purpose or in any manner not expressly permitted in this Agreement;
      3. use the Actual Services to create, collect, transmit, store, use or process any Customer Data other than in accordance with this Agreement:
      4. upload to the Actual Platform or otherwise use the Actual Services in connection with any documents, information or data that contains any viruses, worms, malicious code, or any software intended to damage or alter a system or data;
      5. upload to the Actual Platform or otherwise use the Actual Services in connection with any documents, information or data that the Customer does not have the lawful right to create, collect, transmit, store, use or process; or
      6. upload to the Actual Platform or otherwise use the Actual Services in connection with any documents, information or data that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
      7. Modify the Actual Services and Actual Platform;
      8. reverse engineer, decompile or disassemble the Actual Services and Actual Platform
      9. remove or obscure any proprietary notices or labels on the Actual Services, including brand, copyright, trademark and patent or patent pending notices;
      10. access or use the Actual Services and Actual Platform for the purpose of building a similar or competitive product or service; or
      11. perform any vulnerability, penetration or similar testing of the Actual Platform
   3. Suspension of Access; Scheduled Downtime; Modifications. Actual may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
      1. suspend the Customer's access to or use of the Actual Services:
         1. for scheduled maintenance;
         2. due to a Force Majeure Event;
         3. if Actual believes in good faith that the Customer or any Permitted User has violated any provision of this Agreement; provided that Actual will, where reasonably practicable, give the Customer prior written notice and an opportunity to cure within 5 Business Days before suspension takes effect, except where immediate suspension is required to address an imminent security risk
         4. to address any emergency security concerns;
         5. if required to do so by a regulatory body or as a result of a change in Applicable law including requirements of the Bank of Canada under the RPAA; and
         6. refuse, reverse, or place a hold on any transaction where Actual has reasonable grounds to believe the transaction may violate AML Laws, involves a sanctioned party, or is subject to a regulatory hold or investigation; provided that Actual will notify the Customer as soon as reasonably practicable to the extent permitted by applicable law.
      2. make any Modifications to the Actual Services, provided that Actual will use commercially reasonable efforts to provide the Customer with advance written notice of any Modification that would materially reduce the functionality of the Actual Services.
   4. Subcontracting. Actual may engage third parties to provide the Actual Services, including cloud providers and payment service providers. Actual will: (i) require such third parties to be bound by confidentiality and data protection obligations reasonably designed to protect Customer Data consistent with this Agreement; and (ii) remain responsible for Actual's performance of its obligations under this Agreement, including the exercise of reasonable care in its selection of such third parties. For greater certainty, Actual is not responsible for the independent acts or omissions of regulated financial institutions and payment service providers in the provision of payment services.
   5. Third-Party Integrations. The Actual Services may integrate with third-party point-of-sale systems, scheduling platforms, payroll providers, workforce management tools, and other software applications ("Third-Party Systems") to import data that informs calculations, distributions, payroll processing, and operational workflows within the Actual Platform. Actual does not control the accuracy, completeness, or timeliness of data provided by Third-Party Systems. Actual is not liable for any errors, incorrect calculations, incorrect distributions or payments, or other losses that result from inaccurate, incomplete, delayed, or corrupted data received from any Third-Party System. The Customer is responsible for ensuring the accuracy of data in any Third-Party System connected to the Actual Services, and for reviewing outputs produced by the Actual Services for accuracy before approving or acting on them.Actual will use commercially reasonable efforts to notify the Customer of known integration disruptions but does not guarantee uninterrupted connectivity with any third-party platform.
   6. Beta Features. From time to time, Actual may offer access to features or services identified as "beta," "pilot," "preview," "early access," (collectively, "Beta Features"). Beta Features are provided "as is" and "as available," without any representations, warranties, service level commitments, or service credits. Actual may modify, suspend, or discontinue any Beta Feature at any time without notice and without liability to the Customer or any Permitted User. The Customer's use of Beta Features is at its sole risk.
   7. AML Compliance. The Customer represents, warrants, and covenants that it will comply with all AML Laws in connection with its use of the Actual Services, will not use the Actual Services to process transactions involving sanctioned persons or entities, and will cooperate with Actual's identity verification and AML compliance requirements as a condition of access to payment features of the Actual Services. The Customer will promptly notify Actual if it becomes aware of any transaction that may involve a sanctioned party or otherwise violate AML Laws.
3. Ownership; Reservation of Rights
   1. The Customer retains all ownership and intellectual property rights in and to the Customer Data. The Customer grants to Actual a nonexclusive, worldwide, royalty-free, and fully paid-up right to access, collect, use, process, store, disclose and transmit the Customer Data to: (i) provide the Actual Services; (ii) improve and enhance the Actual Services and its other offerings; and (iii) produce Aggregated Data. Actual may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to the Customer of any kind.
   2. Actual or its licensors retain all ownership and intellectual property rights in and to: (i) the Actual Services; (ii) Actual Platform (iii) anything developed or delivered by or on behalf of Actual under this Agreement; and (iv) any Modifications to the foregoing (i) and (ii) (collectively, "Actual Property").
   3. To the extent that the Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Actual Services to Actual ("Feedback"), the Customer acknowledges and agrees that:
      1. The Feedback does not contain confidential or proprietary information and Actual is not under any obligation of confidentiality with respect to the Feedback; and
      2. Actual will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to the Customer for such use.The Customer irrevocably assigns to Actual any rights it may have in any Actual product, feature, or improvement that incorporates or derives from such Feedback, and waives any moral rights or claims of co-authorship in connection therewith.
   4. All rights not expressly granted by Actual to the Customer under this Agreement are reserved by Actual.
4. User Accounts
   1. Actual will issue one or more administrator accounts to the Customer that provides the Customer with the capability to create user accounts (each, a "User Account") for use by the Customer and all individuals who are employees or contractors of the Customer that the Customer wishes to have access to and use of the Actual Services (each a User, and each administrator, a "Permitted User"). The Customer will ensure that Permitted Users only use the Actual Services through the Customer User Account. The Customer will not allow any Permitted User to share the User Account with any other person. The Customer will promptly notify Actual of any actual or suspected unauthorized use of the Actual Services. Actual reserves the right to suspend, deactivate, or replace the User Account if it reasonably determines that the Customer User Account has been used for an unauthorized purpose, provided that Actual will, where reasonably practicable, give prior written notice to the Customer, use reasonable efforts to minimize any disruption, and promptly restore access once the issue has been resolved.
5. Fees
   1. Fees. All pricing, Fees, billing frequency, and payment terms are set out in the applicable Order Form and/or Purchase Terms, which are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and an Order Form or Purchase Terms with respect to pricing or Fees, the Order Form or Purchase Terms shall prevail. If applicable, Users will pay the Fees specified in the Actual Platform directly to Actual.
   2. Fee Changes. Fee changes, including notice requirements and any related termination rights, are governed by the applicable Order Form and/or Purchase Terms.
6. Privacy
   1. 6.1 Compliance. Each party will comply with all applicable federal and provincial privacy and data protection laws in connection with its use of the Actual Services and its obligations under this Agreement, including the requirements of the Personal Information Protection and Electronic Documents Act (PIPEDA).
   2. 6.2 Privacy Policy. Personal Information collected and processed by Actual in connection with the Actual Services is handled in accordance with Actual's Privacy Policy, available at https://onactual.com/legal/privacy-policy, which is incorporated into this Agreement by reference.
   3. 6.3 Data Processing Agreement. To the extent Actual processes Personal Information on behalf of the Customer as a data processor, the parties' respective rights and obligations with respect to that processing are governed exclusively by the Actual Data Processing Agreement, available at https://www.onactual.com/legal/data-processing-agreement, which is incorporated into this Agreement by reference. In the event of any conflict between this Section 6 and the Data Processing Agreement with respect to the processing of Personal Information, the Data Processing Agreement governs.
7. Confidential Information
   1. Definitions. For the purposes of this Agreement, a Party or its affiliates, customers, employees, licensors or suppliers receiving Confidential Information (as defined below) will be the "Recipient", the Party disclosing such information will be the "Discloser" and "Confidential Information" of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser's past, present or future customers, suppliers, technology or business. Where the Discloser is the Customer, Confidential Information includes Customer Data, and where the Disclosure is Actual, Confidential Information includes Actual Property. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include: (i) information already known or independently developed by the Recipient without access to the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
   2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times following the Term it will not, except to exercise its license rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates that have a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except as necessary to perform its obligations or exercise its rights under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will use at least reasonable care and no less than the care used to protect its own confidential information of a similar nature to safeguard the other Party's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
   3. Exceptions to Confidentiality. Notwithstanding Section 7.2, the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or (iii) in the case of Actual, to potential assignees, acquirers or successors of Actual if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Actual.Any such disclosure to potential acquirers must be subject to a written confidentiality agreement no less protective than this Agreement, and disclosure must be limited to what is reasonably necessary for such purpose.
8. Support
   1. Customer Support. Actual will provide the Customer with Actual's technical support services ("Support Services") via email at support@onactual.com between 9:00 a.m. and 9:00 p.m. Eastern Time each Business Day of the week, excluding statutory and civic holidays observed in Toronto, Ontario. Actual will use commercially reasonable efforts to respond to support requests in a timely manner, taking into account the severity of the issue, and will provide reasonable updates to the Customer until resolution.
   2. If you have a complaint about the Services, including any payment or transaction issue, please contact Actual at: Email: support@onactual.com | Subject line: Customer Complaint or by submitting a request with the Actual Platform.
   3. Actual will acknowledge your complaint within 5 Business Days and work to resolve it within 30 Business Days.
9. Service Levels
   1. Availability. Actual will use commercially reasonable efforts to ensure that the Actual Platform is available on a 24 x 7 x 365 basis with an objective of achieving 98.00% availability for each calendar month, excluding suspension or scheduled downtime of, or Modifications to, the Actual Services in accordance with Section 2.3 (the "Availability Service Level"). Actual will use commercially reasonable efforts to schedule any planned or scheduled downtime during off-peak hours and to provide the Customer with reasonable prior written notice of such downtime.
   2. Root Cause Analysis. If Actual fails to satisfy the Availability Service Level, Actual will use commercially reasonable efforts to rectify any issue that caused Actual to fail to satisfy the Availability Service Level.
10. Warranty and Disclaimer
    1. Customer Warranty. The Customer represents and warrants to, and covenants with, Actual that the Customer Data will only contain Personal Information in respect of which the Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third-party consents and permissions and otherwise has all authority, in each case as required by Applicable Laws, to enable Actual to provide the Actual Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information.
    2. General Disclaimer. Except as expressly set out in this Agreement, Actual does not warrant that the Actual Services will be uninterrupted or error-free or that all errors can or will be corrected. Except as specifically provided in this Agreement, the Actual Services (or any part of them), and any other products and services provided by Actual to the Customer are provided "as is" and "as available" without warranty of any kind.
    3. Statutory Disclaimer. To the extent permitted by applicable law, Actual hereby disclaims all implied, collateral or statutory warranties, representations and conditions, including any implied warranties or conditions of merchantability, merchantable quality, compatibility, title, non-infringement, security, reliability, or fitness for a particular purpose or use. Nothing in this section will limit Actual's liability for gross negligence or wilful misconduct.
11. Indemnity
    1. Customer Indemnity. The Customer will defend, indemnify and hold harmless Actual, its employees, officers, directors, affiliates, successors, and assigns against any and all third-party (including Permitted Users) claims (including damages, recoveries, deficiencies, interest, penalties and legal fees) directly arising from or in connection with: (i) the Customer Data, but only to the extent that such claim arises from the Customer's provision of Customer Data that infringes, violates or misappropriates any third-party rights or otherwise violates Applicable Law; (ii) the Customer's breach of any of its obligations, representations, warranties or covenants under this Agreement; or (iii) use of the Actual Services by the Customer or any Permitted User in combination with any third-party software, application or service that is provided, procured or controlled by the Customer or any Permitted User, and not by or on behalf of Actual to the extent the claim would not have arisen but for such combination; (iv) the Customer's breach of any Applicable Laws in connection with its use of the Actual Services, including AML Laws. or (v) where applicable the Customer's configuration, instructions, policies, or off-platform arrangements relating to tip allocation, tip committee governance, or compliance with Applicable Laws. Actual will promptly notify the Customer of any such claim, and the Customer will reasonably cooperate in the defense at the Customer's expense. The Customer shall have control of the defense and settlement of the claim, provided that the Customer may not settle any claim without Actual's prior written consent, not to be unreasonably withheld or delayed, if the settlement admits fault of, or imposes any obligation on, Actual.
    2. Actual Indemnity. Actual will indemnify and defend the Customer, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party claims (including damages, recoveries, deficiencies, interest, penalties and fees) directly arising from or in connection with any claim by a third party alleging that: (i) the Actual Services; or (ii) the access to or use by the Customer or any Permitted User of the Actual Services as permitted pursuant to this Agreement, infringes, violates or misappropriates any intellectual property right of any person. The obligations of Actual in this subsection will not apply to the extent that a claim by a third party is: (i) based on the unauthorized use by the Customer (or any Permitted User) of the Actual Services in a manner not permitted by this Agreement, if such claim would not have arisen but for such unauthorized use by the Customer (or its Permitted Users); or (ii) based on the Modification of any deliverables by or on behalf of the Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification. The Customer will promptly notify Actual of any such claim and reasonably cooperate with Actual, at Actual's expense. Actual shall have control of the defense and settlement of such claim, provided that Actual may not settle any such claim in a manner that admits fault of, or imposes any obligation on, the Customer without the Customer's prior written consent, not to be unreasonably withheld or delayed.
12. Limitation of Liabilities
    1. Amount. In no event will the total aggregate liability of Actual in connection with or under this Agreement, whether in contract, tort (including negligence), or otherwise, exceed the amount of Subscription Fees paid or payable by the Customer for the Actual Services in the 12-month period immediately preceding the event giving rise to the claim. For greater certainty, the existence of one or more claims under this Agreement will not increase this maximum liability amount. Actual's third-party suppliers will have no direct liability to the Customer arising out of or in connection with this Agreement. Customer's sole recourse for any supplier-related failure is against Actual, subject to the limitations in this Section 12. For greater certainty, the foregoing limitation shall not apply to: (i) payment obligations under this Agreement; (ii) indemnification obligations under this Agreement; or (iii) damages arising from a party's fraud, gross negligence, or wilful misconduct.
    2. Type. To the maximum extent permitted under applicable law, in no event will either party be liable to the other for any: (i) special, exemplary, punitive, indirect, incidental or consequential damages; (ii) loss of savings, profit, data, use, or goodwill; (iii) business interruption; (iv) costs for the procurement of substitute products or services, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence), or otherwise, and even if advised of the possibility of such damages. The foregoing limitations will not apply to i) payment obligations under this Agreement; (ii) indemnification obligations under this Agreement; or (iii) damages arising from a party's fraud, gross negligence, or wilful misconduct.
13. Term and Termination
    1. Term. This Agreement shall remain in effect for as long as any Order Form entered into under this Agreement is active, or the Customer or its Permitted Users continue to access the Actual Platform or use the Services unless earlier terminated in accordance with the terms of this Agreement.Where the Customer has entered into an Order Form and Purchase Terms, the commitment period, renewal obligations, and related pricing provisions set out therein shall govern, and in the event of any conflict between this Agreement and such Order Form or Purchase Terms with respect to commitment period, renewal, or pricing, the Order Form shall prevail.
    2. Termination for Cause. Either party may terminate this Agreement upon written notice if the other party commits a material breach of this Agreement and fails to cure such breach as set out in the applicable Purchase Terms. Notwithstanding the foregoing, Actual may terminate this Agreement immediately upon written notice to the Customer if: (i) the Customer violates Section 2 (Restrictions on Use) or Section 2.7 (AML Compliance); (ii) Actual is required to terminate by a regulatory body or applicable law, including the Bank of Canada under the RPAA; or (iii) Actual reasonably determines that continued provision of the Actual Services creates a material legal, regulatory, or security risk.
    3. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights and licences granted to the Customer under this Agreement will immediately terminate and the Customer will immediately cease accessing and using the Actual Services; (ii) Actual will handle Customer Data in accordance with Section 6; and (iii) any Fees owing as of the date of termination will become immediately due and payable.
    4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 6 (Privacy), Section 5 (Fees), Section 7 (Confidential Information), Section 10 (Warranty and Disclaimer), Section 11 (Indemnity), Section 12 (Limitation of Liabilities), Section 13 (Term), and Section 14 (General Provisions).
14. General Provisions
    1. Notices. All notices under this Agreement must be given by email and will be deemed effective when sent to Actual:

       Attention: Customer Relations

       Email: legal@onactual.com

       and (ii) if to the Customer, to the current email address that Actual has on file with respect to the Customer. Actual may change its contact information by posting the new contact information on the Website. The Customer is solely responsible for keeping its contact information on file with Actual current at all times during the Term.

    2. Publicity. Notwithstanding any other term of this Agreement, Actual may refer to the Customer as a customer of Actual in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on Actual's Website and other online channels (collectively, "Publicity"), without notice to or prior written consent of the Customer. Actual may use the Customer's name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the Actual Services provided to the Customer and any testimonials received from the Customer in any such Publicity. The Customer may opt out of Publicity use of its name and logo at any time by sending a written request to legal@onactual.com. Actual will honour such opt-out requests within 30 days, provided that Actual may retain existing publications and materials produced prior to receipt of the opt-out request. The Customer grants Actual a limited,fully paid-up, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.
    3. Assignment. Actual may assign this Agreement or any rights under this Agreement to any third party without the Customer's consent, including in connection with a merger, acquisition, amalgamation, sale of all or substantially all of Actual's assets, or any other corporate reorganization. No consent of the Customer is required for any such assignment by Actual. This Agreement will enure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
    4. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent a party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
    5. Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
    6. Force Majeure Event. Neither Party will be liable for delays or failures in performance caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party software or websites, or changes in laws preventing or limiting the provision of the services ("Force Majeure Event"), provided that the affected Party uses commercially reasonable efforts to mitigate the effects of such Force Majeure Event and resume performance as soon as reasonably practicable.
    7. Individual Claims Only. To the maximum extent permitted by applicable law, each party agrees that any dispute arising out of or relating to this Agreement shall be brought and resolved solely on an individual basis. Neither party may bring or participate in any dispute as a plaintiff, class representative, or class member in any class, collective, consolidated, coordinated, mass, or representative proceeding, whether in arbitration, court, or any other forum. Each party expressly waives any right to bring or participate in such proceedings.
    8. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
    9. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    10. Independent Contractors. Actual relationship to the Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to bind the other Party.
    11. Entire Agreement. This Agreement, together with any applicable Order Forms and Purchase Terms constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
    12. Amendments. Actual may amend this Agreement at any time by: (i) posting the updated Agreement on its Website at https://www.onactual.com/legal/terms-of-service; or (ii) providing prior notice to the Customer by email. Unless otherwise indicated by Actual, any amendment will become effective 30 days after it is posted on the Website or notice is sent to the Customer, whichever is earlier. Actual may make amendments effective immediately where required by law or to address an urgent security or compliance concern. The Customer's continued use of the Actual Services after the effective date of any amendment constitutes acceptance of that amendment.
    13. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.