Terms of Service

The following Terms of Service, together with any documents that expressly incorporate by reference these Terms of Service (collectively, these “Terms”), are entered into by and between you, your business, and/or your organization (the “Client”) and Rise Digital Inc. (“Rise Digital” or the “Company”) upon the Parties’ full execution or online acceptance of any Sales Proposal issued to the Client by Rise Digital. Client and Rise Digital are individually each referred to as a “Party” and collectively referred to as the “Parties”.

These Terms govern the Client’s purchase of, access to and use of any products or services sold, re-sold or provided to the Client by Rise Digital, including but not limited to, TP Products and TP Services, as defined below (the “Products and Services”). By accessing or using the Products and Services provided by Rise Digital, the Client accepts and agrees to be bound by and abide by these Terms. If the Client is not prepared to be bound by these Terms, the Client does not have the right to and must not access or use the Products and Services.

1. Products and Services

Subject to these Terms and the applicable Sales Proposal (defined below), Rise Digital will provide the Client with the Products and Services for the fees listed on the applicable Sales Proposal.

Third-Party Service Providers

Rise Digital and its Affiliates have alliance relationships with third party product and services vendors (“Third Party Suppliers”) and may provide some elements of the Products and Services through Third Party Suppliers, as determined by Rise Digital in its sole discretion. The Client hereby acknowledges and consents to Rise Digital’s use and provisioning of TP Products and TP Services. 

Rise Digital is able to use, provide, sell, or resell the Third Party Suppliers’ hardware, software and other products (collectively “TP Products”) and Third Party Supplier services (“TP Services”) and may receive discounts or rebates from the Third Party Suppliers in connection with the sale of such TP Products or TP Services.

TP Products and TP Services are sold by Rise Digital as a reseller under the terms and conditions established by the applicable Third Party Supplier. For greater clarity, Rise Digital is not the service provider of any TP Products and/or TP Services. Third Party Suppliers are independent contractors and are not employees, agents, subcontractors or authorized representatives, partners or joint venturers of Rise Digital.

All TP Products and TP Services are delivered as set out in the Third Party Supplier’s applicable terms, which shall constitute a binding agreement exclusively between the Client and the Third Party Supplier. For greater clarity, Rise Digital is not a party to any such agreements between the Client and the Third Party Supplier. The Client understands, acknowledges and agrees that the Client may be required to execute or accept an agreement, in writing, via signature or online acceptance, with the Third Party Supplier as a condition of the sale (the “Third Party Supplier Terms”).

Third Party Supplier Terms include, but are not limited to, the following:

• Google privacy and terms:https://policies.google.com

• Google Workspace terms and conditions:https://workspace.google.com/terms/premier_terms/https://workspace.google.com/intl/en/terms/user_features/https://workspace.google.com/terms/service-terms/https://workspace.google.com/terms/use_policy/

Any applicable Third Party Supplier Terms may be amended from time to time by the applicable Third Party Supplier, and it is the Client’s responsibility to remain current with such Third Party Supplier Terms. 

Rise Digital has no obligation to provide the TP Products or TP Services to the Client unless and until the Client has accepted or executed the applicable Third Party Supplier Terms in the manner required by the Third Party Supplier. 

Rise Digital is not responsible or liable for any TP Products or TP Services, does not guarantee the continued availability thereof or any integration therewith, and may cease making any such integration available in its sole discretion.

The Client acknowledges and agrees, to the extent permitted by applicable law, certain Third Party Suppliers, including TD Synnex Corporation and Google, are express third party beneficiaries of these Terms. Such Third Party Suppliers shall have the right to directly enforce the provisions of these Terms intended for their benefit, including limitations of liability, intellectual property protections, and indemnities, as if they were an original party to these Terms. 

2. Sales Proposals

Products and Services to be provided to the Client by Rise Digital will be listed in  order form(s) or Sales Proposal(s) or proposal(s) issued by Rise Digital to the Client (each, a “Sales Proposal”). The term of any Sales Proposal will be set out in such Sales Proposal (the “Initial Term”), and unless otherwise mutually agreed to by the Parties in writing during the Initial Term, each Sales Proposal will automatically renew for subsequent terms (each, a “Renewal Term”) in accordance with the Client’s plan as follows:

• Flexible Plan: If the Client selects this option, the Client will not be committed to purchase the Services for a pre-defined term, but will pay for the Services on a monthly basis. Rise Digital will bill the Client: (i) Fees based upon the Client’s daily usage of the Services; and (ii) monthly in advance for its use of the Services. Rise Digital will provide the Client with the monthly rate for the Services when the Client orders the Services, and will use this to calculate the Fees, on a prorated basis, for the Client’s daily usage during the applicable month. Any partial day of Services usage will be rounded up to a full day of Services usage for the purpose of calculating fees; any partial licenses will be rounded up to a whole license for the purpose of calculating fees. A Flexible Plan will auto-renew at the list price effective on the date of renewal following the Initial Term for successive one (1) month terms.

• Annual Plan: If the Client selects this option, the Client will be committed to purchasing the Services from Rise Digital for an annual or multi year term as applicable in the Sales Proposal. Rise Digital will bill the Client according to the terms associated with the Client’s elections on the Sales Proposal. An Annual Plan will auto-renew at the list price effective on the date of renewal following the Initial Term for successive twelve (12) month terms provided that all payments and/or Fees have been paid in full for the Products and Services in accordance with the terms of the Annual Plan.

Rise Digital will order or provide the Products and Services specified on each Sales Proposal once the Sales Proposal has been fully executed by the Parties. The Client accepts a Sales Proposal by signing the Sales Proposal, or by providing an online acceptance of the Sales Proposal for the Products or Services listed in the Sales Proposal. Rise Digital accepts a Sales Proposal if: (a) the Sales Proposal is signed by an authorized representative of Rise Digital, (b) Rise Digital provides the Client with electronic acceptance of the Sales Proposal, or (c) to the extent that Rise Digital orders or provides the Products or Services pursuant to such Sales Proposal; provided however, that Rise Digital’s acceptance of each Sales Proposal is subject to acceptance by any relevant Third Party Supplier. For greater clarity, Rise Digital is not responsible or liable for the availability of TP Products and TP Services. 

Further, Rise Digital is not obligated to sell TP Products or TP Services to the Client unless and until Rise Digital has received such authorization from the Third Party Supplier.

Rise Digital's obligation to fulfill any accepted Sales Proposal is expressly limited to the quantities, descriptions, delivery locations, transaction-specific terms, and pricing of Products and Services specified in a Sales Proposal provided by Rise Digital, save and except in the following situations:

(a) In the event that a Third Party Supplier requests to substitute a TP Product or TP Service, Rise Digital may make such substitution upon written notice of approval from the Client; and,

(b) In the event that the Client changes the location where TP Products or TP Services are to be delivered by providing written notice to Rise Digital, subject to acceptance by Rise Digital, in its sole discretion. 

All Sales Proposals shall be subject to these Terms, in its entirety without addition, modification or exception.

3. Payment

Fees. The Client’s use of the Products and Services is subject to payment of the fee(s) set forth in the Sales Proposal, in addition to Billable Taxes (as defined in the Taxes section below) and applicable delivery and insurance charges, all as amended from time to time as set out herein (the “Fee”). Unless otherwise provided in the Sales Proposal, the Client will pay for the Products and Services on a pre-paid basis for the Initial Term and each Renewal Term, as applicable. Payment in full is due upon receipt of any invoice from Rise Digital, unless otherwise indicated on the invoice or agreed to in writing by the Parties. The Client will be deemed to have received any invoice sent electronically when the invoice is transmitted to the Client. Any payments due with respect to any TP Products or TP Services, including any Billable Taxes, will be collected by Rise Digital solely in its capacity as an independent reseller of such TP Product or TP Service.

Payment Method. Payments for the Fee can be made through the methods as outlined below:

1. Interac E-mail Money Transfer or Electronic Funds Transfer: Clients will make payments via Interac money transfer or electronic funds transfer upon receipt of Rise Digital’s invoice. The Client agrees to remit payment to Rise Digital’s account within the stipulated timeframe mentioned in the Sales Proposal and/or in the invoice. In the event that there is a conflict between the timelines provided in a Sales Proposal and an invoice, the timeline provided in the invoice will govern.

2. Pre-Authorized Debit: For Clients who use Rise Digital's online billing platform, payments will automatically be charged to the Client’s preferred credit card, debit card or bank account on the first (1st) day of each month, via pre-authorized debit. The Client authorizes Rise Digital to debit the Client’s credit card, debit card or bank account for all amounts payable to Rise Digital. This authorization is continuous and will automatically apply to any Renewal Term unless this authorization is expressly cancelled upon written notice by the Client at least thirty (30) days before the due date for the next payment. In the event that the Client makes payments to Rise Digital with a credit card, each such payment will be subject to a 2.4% transaction fee.

Delinquent Payments.  

Late Payment Administration Fee.  In the event that a payment or part thereof becomes past due, a one-time fifty ($50.00) dollar late payment administration fee may be added to each invoice, as determined by Rise Digital in its sole discretion.

Suspension of Services. In the event that a payment or part thereof becomes past due, Rise Digital reserves the right to suspend further deliveries of Products or Services until such payment is received, as determined by Rise Digital in its sole discretion.

Interest. Any payment or part thereof that has not been paid by the Client to Rise Digital upon receipt of invoice or on the invoice due date as indicated on the invoice or mutually agreed to by the Parties, is past due and will accrue interest at the rate of two percent (2%) per month or the maximum rate allowed by law, if less. If an invoice remains unpaid fifteen (15 ) days after the invoice payment is due, Rise Digital reserves the right to charge the credit card on file in the amount of the past-due invoice, in addition to any late charges, including but not limited to, all interest that has accrued on the unpaid amount. 

The Client acknowledges and agrees that it will be responsible for Rise Digital's costs of collection for any delinquent amounts, including court costs, billing fees and legal fees, disbursements and taxes (on a solicitor-client basis).

Fee Adjustments. Rise Digital reserves the right, in its sole discretion, to increase Fees listed in any Sales Proposal at the end of the Initial Term or any Renewal Term for any Products or Services listed in the Sales Proposal. Rise Digital shall give the Client thirty (30) days’ notice of any anticipated fee adjustment. Accordingly, each Fee listed on any Sales Proposal will increase and be billed at the new rate during the subsequent Renewal Term, regardless of the Parties signing a new or amended Sales Proposal reflecting this Fee adjustment.

All payments due are in the currency specified in the Sales Proposal. In the event that the specified currency in the Sales Proposal is in Canadian Dollars (CAD), all payment amounts are subject to the current foreign exchange (FX) rates as determined by the Third Party Supplier, in its sole discretion. Further, in the event that TP Products and/or TP Services are priced in or purchased by Rise Digital for Company in a currency other than CAD or a Third Party Supplier adjusts their pricing to reflect FX fluctuations, Rise Digital reserves the right to adjust the Fees during the Initial Term and any Renewal Term. 

Any Fee adjustments to TP Products and TP Services will be made by the Third Party Supplier (the “TP Fee Adjustment”). Rise Digital will provide the Client notice of any such TP Fee Adjustment by invoice as soon as commercially practicable after receiving notice of such TP Fee Adjustment from the Third Party Supplier.

For any Renewal Term, the Client may either:

• (a) remit payment, thus accepting the Fee adjustment and renewing the Sales Proposal for a successive Renewal Term. For greater clarity, this includes any Products and Services that are not TP Products and TP Services, and that are not complete by the end of the Initial Term or any prior Renewal Term; or

• (b) reject the Fee adjustment in writing to Rise Digital, thus canceling the Sales Proposal at the end of the then current Initial Term or Renewal Term, as applicable.

4. Taxes

The price of Products and Services shall be exclusive of any applicable taxes including but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, environmental and other similar taxes or duties (“Indirect Taxes”).

The Client shall be solely responsible for the payment of all duties, levies, fees, sales taxes, or other charges or taxes imposed by any government or regulatory authority, including without limitation, any federal, state, provincial, territorial, municipal, or local governmental entity,  in connection with the Products and Services under these Terms. The Client agrees to promptly pay any such duties, levies, fees or charges when due, and to indemnify, defend and hold harmless Rise Digital from any claims, losses, or expenses arising from the Client’s failure to do so.

In addition to the purchase price, the Client shall pay or reimburse Rise Digital for Indirect Taxes and all other similar taxes, local fees or charges imposed by any federal, state, provincial, territorial, municipal, or local governmental entity for Products and/or Services provided under these Terms (collectively, “Billable Taxes”), unless the Client provides Rise Digital with a direct pay permit or valid exemption certificate for the applicable jurisdiction.

Further, any regulatory fees associated with the Products and Services will be subject to a five (5%) fee to be paid by the Client to Rise Digital, in addition to Fee, Billable Taxes, and any other amounts owed to Rise Digital by the Client.

Where Rise Digital is required by prevailing legislation to apply Indirect Taxes in respect to any Product or Service resold by Rise Digital to the Client, Rise Digital shall provide the Client with a relevant invoice that specifically states the value of Indirect Taxes payable at the rate prevailing at the time of issuing valid invoice(s).

Where the Client is permitted by prevailing legislation to recover or obtain relief from such Indirect Taxes, Rise Digital shall endeavour to facilitate such invoices meeting all the necessary conditions required by prevailing legislation to allow the Client to recover or obtain relief from such Indirect Taxes. The Client shall pay to Rise Digital the full amount of the invoice in addition to any Billable Taxes.

In the event that Rise Digital incorrectly overcharges Billable Taxes to the Client, Rise Digital shall correct such overcharge on the applicable invoice within sixty (60) business days of Rise Digital receiving notice from the Client of such overcharge and confirming that such overcharge is correct; in which event, Rise Digital shall provide the Client with a credit note in the amount of the confirmed and accepted overcharged amount of Billable Taxes.

In the event that, at any time, Rise Digital becomes aware of or is notified that it has undercharged the Client any Billable Taxes, Rise Digital shall collect from the Client the undercharged Billable Taxes, and any applicable interest and penalties charged by the applicable taxing authority. The Client shall pay to Rise Digital all outstanding undercharged Billable Taxes, applicable interest and penalties upon receipt of an invoice for the undercharged amount from Rise Digital.

In the event that a withholding tax is payable by the Client in respect of the price, the Client shall be required to “gross up” the amount of such payment and shall pay the total amount reflected on the invoice. The Client will provide to Rise Digital evidence that the Client has remitted to the relevant authority the sum withheld within thirty (30) days of payment to the relevant authority.

The Client agrees to pay such taxes unless the Client has provided Rise Digital a valid exemption certificate for the applicable jurisdiction. In the event that a double taxation treaty applies and provides for a reduced withholding tax rate, the Client shall only withhold and pay the reduced tax on behalf and for the account of Rise Digital, provided that an appropriate certificate is issued by the competent tax authority and provided by Rise Digital to the Client, and under no other circumstances whatsoever.

The Client agrees to reimburse and hold Rise Digital harmless from any deficiency (including penalties and interest) relating to taxes that are the responsibility of the Client to pay under this Section.

Rise Digital agrees to reimburse the Client from any deficiency (including reasonable penalties and reasonable interest) relating to taxes that are the responsibility of Rise Digital to pay under this Section.

Each Party shall be responsible for taxes based on its own net income, the employment taxes of its own employees, any applicable social taxes, and taxes on any property it owns or leases.

Subject to the above, the price of Products and Services shall be exclusive of all such taxes, duties and levies. In the event that any taxes become chargeable or payable by Rise Digital or by the Client, which taxes have not previously been provided for in these Terms, Rise Digital will provide the Client with the necessary steps required to facilitate payment of such chargeable or payable taxes.

The Parties will cooperate in good faith to minimize taxes to the extent legally permissible including, if available, acceptance of electronic delivery of software products with no media backup.

5. Delivery and Risk of Loss

The Client understands and agrees that shipment and delivery of Products and Services will be in accordance with the following:

1. The applicable terms and conditions of the Third Party Supplier; 

2. The availability and schedule of the Third Party Supplier; 

3. The applicable terms and conditions of  the distributors and resellers that supply Rise Digital; and

4. The availability and schedule of the distributors and resellers that supply Rise Digital.

For greater clarity, Rise Digital is not responsible or liable for anything related to the shipment and delivery of the Products and Services. 

Any title and risk of loss that vests with Rise Digital vis-a-vis a Third Party Supplier will immediately pass to the Client from Rise Digital upon transfer of such title and risk of loss to Rise Digital. Notwithstanding the language  this Section 5, the Client acknowledges, understands and agrees that: 

1. title to all licensed intellectual property remains with the applicable licensor(s), 

2. the Client’s rights and obligations related to all such intellectual property are contained in the license agreement between the Client and the licensor(s), and, 

3. the Client agrees that it shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by applicable licensor(s) on or in the Products. 

The Client grants to Rise Digital a security interest in all Products purchased under these Terms, and authorizes Rise Digital to execute and file financing statements or other documents necessary to perfect Rise Digital's security interest.

Such security interest will terminate when Rise Digital has received all amounts due for the Product(s).

6. Order Changes, Cancellations and Returns

The Client acknowledges and understands that any order changes, cancellations or returns of Products or Services will be governed by the applicable Third Party Supplier policies, and are subject to Rise Digital’s acceptance of such order change, cancellation or return. The Client will be solely responsible for any fees, penalties or other amounts payable by Rise Digital or the Client to any third party as a result of any order change, cancellation or return.

7. Availability

All orders are subject to the availability of underlying Products and Services. Rise Digital will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages incurred as a result of delays or the failure to meet a stated delivery schedule. All terms related to delivery of TP Products and TP Services shall be those provided by the Third Party Supplier.

8. Limited Warranty

ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, FROM RISE DIGITAL OR ITS AFFILIATES.

The Client may be eligible for Third Party Supplier's warranties, indemnities or other commitments made by such Third Party Supplier with respect to TP Products or TP Services. In the event that the Client is eligible for any such Third Party Supplier warranty, indemnity or other commitment, Rise Digital will provide commercially reasonable assistance, to the extent required under an agreement with a Third Party Supplier,  to the Client in enforcement thereof as follows:

(a) assist the Client with support to the extent permitted by its agreement with such Third Party Supplier; or,

(b) assist the Client with escalation of issues, incidents or support requests to the Third Party Supplier.

Rise Digital will have no obligation to provide any support or other services with respect to the Products or Services, save and except as set for in this Section 8 and as otherwise provided in a Sales Proposal, and under no other circumstances whatsoever.

Third Party Suppliers may provide technical support services or service levels for the TP Products or TP Services pursuant to applicable Third Party Supplier Terms. In the event that Third Party Supplier Terms specify a service level, Rise Digital will flow the available remedies directly to the Client on the Third Party Supplier’s behalf. For example, if a service level remedy is a credit, Rise Digital will grant the credit to the Client on behalf of the Third Party Supplier. 

In the event that the Third Party Supplier fails to comply with the applicable service level agreement (SLA), the Client will only be eligible to receive the remedies set out in the Third Party Supplier Terms and/or the Third Party Supplier SLA and must request such remedies directly from Rise Digital. For greater certainty, all such remedies are provided and funded solely by the Third Party Supplier and not, under any circumstances whatsoever, by Rise Digital. Rise Digital’s role is strictly limited to administering the pass-through of such remedies, and Rise Digital is under no obligation to issue any credits, payments or remedies to the Client unless and until the corresponding credit or remedy is successfully received by Rise Digital from the Third Party Supplier. 

Rise Digital assumes no liability for any claims arising out of any act, omission, or  negligence of any Third Party Supplier. This includes but is not limited to, shipping delays or the delivery of nonfunctional or incorrect TP Products or TP Services.

The Client acknowledges and understands that in purchasing the TP Products, the Client is solely relying on the Third Party Supplier’s specifications, and is not relying on any statements, specifications, photographs or other illustrations representing the TP Products that may be provided by Rise Digital or its Affiliates.

9. Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, OR ANY THIRD PARTY SUPPLIER TERMS, AND SUBJECT TO APPLICABLE LAW, THE CLIENT AGREES THAT THE WARRANTIES SET OUT IN THE LIMITED WARRANTY SECTION ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ARE THE CLIENT’S SOLE AND EXCLUSIVE REMEDIES FOR THE PRODUCTS AND SERVICES. RISE DIGITAL, ITS AFFILIATES, THIRD PARTY SUPPLIERS, AGENTS AND SUBCONTRACTORS MAKE NO OTHER WARRANTIES OR CONDITIONS, AND EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES, OR COVENANTS, WHETHER EXPRESS IMPLIED, OR STATUTORY, ARISING BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, OR NON-INFRINGEMENT), ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ANY WARRANTY OR CONDITION RELATING TO PRODUCTS OR SERVICES, ANY WARRANTY OR CONDITION WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE AND ANY WARRANTY OR CONDITION CONCERNING THE RESULTS TO BE OBTAINED FROM ANY PRODUCT. THE CLIENT EXPRESSLY WAIVES ALL IMPLIED WARRANTIES, CONDITIONS, AND RIGHTS ARISING UNDER THE SALE OF GOODS ACT (BRITISH COLUMBIA) TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnity and Limitation of Liability

The Client indemnifies, defends and holds harmless Rise Digital, Third Party Suppliers, and their respective Affiliates, officers, directors, employees and suppliers from and against any third party claims arising out of or relating to the Client’s use of the TP Products and/or TP Services. 

UNDER NO CIRCUMSTANCES WHATSOEVER WILL RISE DIGITAL, ITS AFFILIATES OR ITS OR THEIR THIRD PARTY SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY (A) LOSS OF INCOME, (B) LOSS OF ACTUAL OR ANTICIPATED PROFITS, (C) LOSS OF OPERATIONAL EFFICIENCY OR AVAILABILITY OF ANY PRODUCT FOR USE, (D) LOSS OF REVENUE, (E) LOSS OF REPUTATION, (F) LOSS, DAMAGE, OR CORRUPTION TO ANY DATA, INFORMATION, OR SOFTWARE, OR (G) LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE CLIENT'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY RISE DIGITAL OR ITS AFFILIATES, IN EACH CASE, WHETHER CHARACTERIZED AS DIRECT, INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF,RELATED TO OR IN CONNECTION WITH THESE TERMS, THE PRODUCTS OR THE SERVICES. THIS EXCLUSION APPLIES REGARDLESS OF THE FORM OF ACTION,THEORY OF LIABILITY, OR RELIEF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, EVEN IF RISE DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.; 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE TOTAL AGGREGATE LIABILITY OF RISE DIGITAL AND ITS AFFILIATES, FOR ANY CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, COSTS OR DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THESE TERMS, THE PRODUCTS, OR THE SERVICES  (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL BE LIMITED TO, AND IN NO EVENT EXCEED, THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO RISE DIGITAL FOR THE SPECIFIC PROFESSIONAL SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE. 

Under no circumstances whatsoever will Rise Digital, its Affiliates  or their Third Party Suppliers be liable for any damages, whether direct, indirect, incidental or otherwise, arising from Rise Digital’s resale of TP Products and/or TP Services, and/or the supply of TP Products and/or TP Services to Client. 

The Client expressly waives any claim that it may have against Rise Digital, its Affiliates, agents, subcontractors or Third Party Suppliers based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret, trade mark or other intellectual property rights with respect to any Product or Service.

No action arising out of or related to these Terms may be brought by the Client more than one (1) year after the damage, loss or expense occurred.

The Client acknowledges and understands that any recommendations provided by Rise Digital are solely recommendations to be considered at the sole discretion of the Client, and that Rise Digital makes no representations, warranties, or otherwise, in connection with the Client’s use of any recommendations provided by Rise Digital or the results of any decisions made by the Client considering such recommendations. Further, the Client’s use of any recommendations provided by Rise Digital, and the results of any decisions will be the Client’s sole responsibility and liability.

The Parties agree that the limitations of liability set out in this Section 10  are fair, reasonable, and do not deprive either Party of its essential purpose or an adequate remedy. This paragraph shall not be construed to limit any of the Client’s rights in an agreement between the Client and the applicable Third Party Supplier.

11. Limitations on Use

The Client represents, covenants and agrees that the Client is buying Products and/or Services solely for the Client’s own internal use. The Client acknowledges, understands and agrees that the Client is expressly prohibited from reselling or distributing any TP Products and/or TP Services bought by the Client vis-a-vis Rise Digital.

The Client represents and warrants that the Client will use the Products and Services for lawful purposes only. Unless a Third Party Service Provider agrees in writing to the contrary, Client shall not access or use the TP Products for the following purposes:

1. To copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the TP Products, except to the extent such restriction is expressly prohibited by law;

2. For use in High-Risk Activities; 

3. In a manner to avoid incurring Fees;

4. For materials or activities that are subject to the International Traffic in Arms Regulations (ITAR);

5. In a manner that breaches or causes the breach of export laws;

6.  On behalf of or for the benefit of an entity or person who is legally prohibited from using the TP Products; 

7. To transmit, store, or process health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA BAA; or,

8. For use in operating or enabling any telecommunications services, or to place or receive calls from any public switched telephone network, including as part of an Application, or for use to provide a hosting, outsourced, or managed services solution to unaffiliated third parties, except as part of an Application that provides value distinct from the applicable TP Products.

For the purposes of these Terms, the following definitions apply: 

“Application” means any Software program that Rise Digital or the Client creates or hosts using the TP Products. For the purposes of the definition of “Application,” 

“Software” means any downloadable tools, software development kits, or other such computer software provided by a Third Party Supplier for use in connection with the Third Party Products, that may be downloaded by Rise Digital or the Client, and any updates the Third Party Supplier may make to such Software from time to time. 

“High-Risk Activities” means activities where the use or failure of the TP Products would reasonably be expected to result in death, serious personal injury, severe environmental or property damage such as creation or operation of weaponry, the operation of nuclear facilities, air traffic control or life support systems. 

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as may be amended from time to time, and any regulations issued under it. 

PRODUCTS RESOLD BY RISE DIGITAL ARE NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS OR SERVICES COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR PROPERTY DAMAGE. USE IN ANY SUCH APPLICATIONS IS AT THE CLIENT’S SOLE RISK AND RESPONSIBILITY. FOR GREATER CLARITY, RISE DIGITAL WILL NOT, UNDER ANY CIRCUMSTANCES WHATSOEVER, BE RESPONSIBLE OR LIABLE FOR CLIENT’S USE OF PRODUCTS IN ANY SUCH APPLICATIONS.

12. Confidential Information and Personal Data

If either Party comes into possession of any confidential or proprietary information of the other Party (“Confidential Information”) the receiving Party agrees to use such Confidential Information solely in connection with these Terms. 

“Confidential Information” means any information or data, including without limitation, a Party’s research, development, trade secrets, or business affairs, whether oral, electronic or in written form, which the receiving Party knows or reasonably ought to have known is proprietary or confidential and which is disclosed by a Party in connection with these Terms. 

Rise Digital may disclose Confidential Information concerning the Client to Third Party Suppliers that are bound by written obligations of confidentiality no less protective than the terms of these Terms for purposes of selling or providing Products or Services to the Client, including pre-sales and post-sales activities.

Each Party acknowledges and agrees that it will hold the other Party’s Confidential Information using the same degree of care as it holds its own Confidential Information, but no less than a reasonable degree of care.

The Parties acknowledge and agree that neither Party acquires any right, title or interest in the other Party’s Confidential Information. 

Access to the Confidential Information will be restricted to Rise Digital and the Client personnel (including such personnel employed by their respective affiliates) and subcontractors engaged in the performance, management, receipt or use of the Products or Services under these Terms, provided such Parties are bound by obligations of confidentiality substantially similar to the terms of these Terms.

At the request of a Party, the other Party will return or confirm destruction of the Confidential Information of the requesting Party. 

Nothing in these Terms will prohibit or limit either Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies):

(i) previously known to it without an obligation not to disclose such information,

(ii) independently developed by or for it without use of the information,

(iii) acquired by it from a third party which was not, to the receiver’s knowledge, under an obligation not to disclose such information, or

(iv) which is or becomes publicly available through no breach of these Terms.

The Parties acknowledge and agree that each Party will exercise commercially reasonable efforts not to disclose any personal data to the other Party and to restrict the other Party’s access to its personal data. In the event that a Party acquires access to the other Party’s personal data, the receiving Party will protect such personal data using a reasonable degree of care against unauthorized access, use, alteration, destruction, loss or disclosure.

The Client acknowledges and understands that the Client must implement and use a multifactor authentication process to prevent unauthorized access to the Client’s accounts, data, and/or use of the TP Products. 

Notwithstanding anything contained herein to the contrary, Client understands and agrees that Rise Digital may be required to disclose Client’s data to a Third Party Supplier as follows:

1. For Client’s access to Third Party Supplier technical support such as for use by Google to provide technical support in accordance with the TSSG applicable to the TP Products; and/or,

2. To migrate Client to a direct purchasing relationship with a Third Party Supplier or another authorized reseller, if requested by Client. 

Google is a processor and the Client is the controller of any personal data, and the terms “controller”, “processed”, “processor”, and “personal data” have the meaning given in applicable European data protection legislation. In the event that Rise Digital is a processor of any personal data, Rise Digital will process all personal data in accordance with the applicable data privacy legislation, including the European data protection legislation. If non-European data protection legislation applies to these Terms, Rise Digital will comply with such applicable legislation including Canada’s Personal Information Protection and Electronic Documents Act.

The Parties shall comply with their respective obligations under all applicable laws relating to data privacy, information security or security breach notification including PIPEDA (together, the “Data Privacy Laws”). 

13. Assignment

The Client may not assign these Terms to any third party without the prior written consent of Rise Digital. Subject to the restrictions in assignment contained in this provision, these Terms will be binding on and inure to the benefit of the Parties hereto and their successors and assigns.

14. Force Majeure

Rise Digital will not be responsible for any delays in delivery or failure to perform that may result from any circumstances beyond Rise Digital's control, including but not limited to, carrier delays, fire, severe weather conditions, failure of power, epidemics, labor problems, acts of war, terrorism, embargoes, acts of God or acts or laws of any government or agency.

15. Termination and Non-Renewal 

Without cause termination

Any Sales Proposal may be terminated at any time, without cause or penalty:

• (a) by Rise Digital by providing the Client with at least thirty (30) days’ prior written notice; or,

• (b) by the Client by providing Rise Digital with at least thirty (30) days’ written notice prior to the end of the then-current Initial Term or Renewal Term, as applicable.

With cause termination

Rise Digital may terminate these Terms or any Sales Proposal, in its sole discretion, if:

(a) the Client fails to pay any amounts properly due;

• (b) the Client breaches any applicable Third Party Supplier Terms;

• (c) the Third Party Supplier terminates any Third Party Supplier Terms, generally or specifically for the Client; 

• (d) Rise Digital ceases to be an authorized reseller of the TP Products or TP Services;  

• (e) any Third Party Supplier ceases to offer any TP Products or TP Services; or,

• (f) legislative or regulatory changes make it impossible or unlawful for Rise Digital to provide the Products or Services under these Terms. 

Rise Digital may terminate any Sales Proposal, in its sole discretion, in the event that the Client does not resolve a Material Delay (as defined in the Sales Proposal) within a four (4) week period. 

Notwithstanding the foregoing, either Party may immediately terminate these Terms, including any Sales Proposals, if the other Party: 

1. stops payment of its debts generally; 

2. ceases to carry on its business or substantially the whole of its business; or, 

3. if any order is made, or any effective resolution is passed, or any voluntary or involuntary proceeding is commenced by or against such party seeking winding-up, liquidation, receivership, reorganization or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect, and such proceeding is not dismissed within sixty (60) days.

Non-Renewal

If either Party does not wish the Products and/or Services to renew, the Party must provide written notice to the other Party, to this effect, at least sixty (60) days before the end of the then-current Initial Term or Renewal Term, and such non-renewal will take effect at the end of then current Initial Term or Renewal Term.

Effect of Non-Renewal or Termination

In the event that these Terms or any Sales Proposal is not renewed or is terminated, for any reason whatsoever, all of Client’s rights and access to the Products and/or Services will cease, and any and all Fees, Taxes and expenses owed by Client to Rise Digital are immediately due and payable upon Client’s receipt of the final statement of account and/or as stated in the final invoices.

No refunds

Unless expressly stated otherwise, non renewal or termination for any reason whatsoever will not oblige Rise Digital to refund any Fees, Taxes or expenses.

16. Customer’s Environment

If the Client requires Rise Digital to work in a production environment, Rise Digital, will not be responsible or liable, under any circumstances whatsoever, for anything that occurs in the Client’s production environment. The Client’s production environments are the Client’s sole responsibility and liability. The Client understands and agrees that it must provide at least up to one (1) Client personnel with admin access to the Client’s production environment. In the event that Rise Digital maintains the Client’s production environment, the Client is and will continue to be responsible and liable for the Client’s production environment. 

17. Governing Law, Venue and Mediation

These Terms shall be construed in accordance with, and governed by, the laws of the Province of British Columbia as applied to contracts that are executed and performed entirely in the Province of British Columbia and the federal laws of Canada applicable therein, without regard to any conflict of laws provisions. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia and the federal courts located therein. The Parties agree to be bound by the laws of this jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods and the International Sale of Goods Act (British Columbia) are explicitly excluded and shall not apply to these Terms, the Products, or the Services.

The exclusive venue for any mediation, arbitration or court proceeding based on or arising out of these Terms shall be Surrey, British Columbia.

In the event of a dispute arising out of or related to these Terms, the Parties agree to first engage in good faith negotiations to resolve the dispute. If the Parties cannot resolve the dispute through good faith negotiations, the Parties agree to submit the dispute to mediation. Such mediation shall be conducted by a single mediator. The mediator shall be appointed by agreement between the Parties or in default of such agreement, such mediator shall be appointed by a mediation coordinator or a neutral third party with the authority to appoint a mediator. Unless otherwise agreed to by the Parties the mediation shall be held in the City of Surrey, British Columbia. The procedure shall be agreed to by the Parties, or in default of such agreement, determined by the mediator. The mediator shall have the power to proceed with the mediation and to deliver his or her finding/decision/award notwithstanding the default by any party in respect of any procedural order made by the mediator. The decision arrived at by the mediator shall be final. If a decision is not reached, and the dispute remains unresolved following mediation, the Parties agree to submit the dispute to binding arbitration in accordance with the Arbitration Act, SBC 2020, c. 2.

The Parties further agree that their respective good faith participation in good faith negotiation and/or mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

18. Notices

All notices, requests, demands, and other communications under these Terms shall be in writing and deemed received upon the earlier of actual receipt, three (3) days after mailing if mailed postage is prepaid by regular mail or air mail, one (1) day after such notice is sent by overnight carrier, or one (1) day after such notice is sent by email, addressed as set out below.

Rise Digital Inc.5690 176A StreetSurrey BC  V3S 4H1

Rise Digital will provide notices to the address and/or email provided by the Client.

19. Changed Terms

Rise Digital may at any time amend these Terms. Such amendments are effective immediately upon Rise Digital posting the new Terms on Rise Digital’s website. The Client acknowledges and understands that it is the Client’s sole responsibility to remain current with Rise Digital’s Terms, and any use of the Products and Services by the Client following such amendments constitutes the Client’s acceptance of such amendments. Rise Digital reserves the right to update any portion of Rise Digital’s website, products or services, including without limitation, these Terms, at any time in Rise Digital’s sole discretion. Rise Digital will post the most recent versions of the Terms with effective dates to Rise Digital’s website which can be accessed at the following link: https://risedigital.tech/terms.

20. Rules of Construction and Definitions

An “Affiliate” is any entity controlling, controlled by or under common control with Rise Digital.

The headings in these Terms are for reference purposes only and will not affect in any way the meaning or interpretation of these Terms. 

As used in these Terms, unless otherwise provided to the contrary,

(a) all references to days, months or quarters will be deemed references to calendar days, months or quarters; and

(b) any reference to an “Article,” “Section,” will be deemed to refer to an Article or Section of these Terms. 

For the purpose of these Terms, all terms used in the singular will be deemed to refer to the plural as well, and vice versa, unless the context otherwise requires.

The words “hereof,” “herein” and “hereunder” and words of a similar nature that refer to these Terms are referring to these Terms as a whole, and are not referring to any particular provision of these Terms.

Whenever the words “include,” “includes” or “including” are used in these Terms, such terms will be deemed to be followed by the words “without limitation.”

References in these Terms and Sales Proposals to “$” will be deemed a reference to Canadian dollars unless otherwise specified in writing.

21. General

No Waiver. Any delay or failure by either Party to exercise any right or remedy will not constitute a waiver of that Party to thereafter enforce such rights.

Relationship of the Parties. The relationship between Rise Digital and the Client is that of independent contractors and not that of employer/employee, partnership or joint venture. 

Severability. If any term, provision, covenant, or condition of these Terms is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of these Terms shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Conflicting Terms. Any term, condition or proposal inserted or introduced by the Client (whether verbally or in writing) which is inconsistent with or in addition to the applicable Sales Proposal or these Terms will be of no force or effect, unless signed or agreed to in writing by an authorized representative of Rise Digital.

Acceptance & Approval. Rise Digital's silence or failure to acknowledge or interact with any such term, condition or proposal shall not be deemed to be Rise Digital's acceptance or approval thereof.

Signatures. These Terms and any Sales Proposal may be signed in separate counterparts each of which will be deemed an original and all of which together will be deemed to be one original.

Electronic Transmission. These Terms and any accepted Sales Proposals, transmitted by electronic means, will be treated in all manner and respects as an original document.

Amendment. The Client and Rise Digital may agree in writing to different or additional terms and conditions related to specific Products or Services in the applicable Sales Proposal, which will modify these Terms solely as related to such Products and Services.

Survival. All terms and conditions of these Terms which should by their nature survive the expiration or termination of these Terms, including any provision of these Terms that imposes an obligation after termination, will so survive, regardless of the manner or method in which it is terminated, unless the Parties mutually consent to release such obligations. 

Entire Agreement. These Terms, including any accepted Sales Proposals, combined with the Terms of Use, Disclaimer and Privacy Policy published on our website (risedigital.tech), constitutes the entire agreement between the Parties regarding a purchase of Products or Services from Rise Digital and supersedes and replaces any previous communications, representations or agreements.

Updated: June 24, 2026