Terms and Conditions

1. Definitions; Rules Of Interpretation

1.1 Definitions. In these Standard Terms, unless the context otherwise expressly requires,
terms used without definition shall have the same meanings ascribed thereto in the Channel Partner
Agreement. The following terms shall have the meanings indicated:

  1. Business Centre” is the individual branded white label business center instance made
    available for each of the Channel Partner Customers.
  2. Business Day” means any day other than a Saturday or a Sunday or a day which is a statutory
    holiday in Saskatoon, Saskatchewan.
  3. CASL” means An Act to promote the efficiency and adaptability of the Canadian economy by
    regulating certain activities that discourage reliance on electronic means of carrying out
    commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission
    Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the
    Telecommunications Act
  4. Channel Partner” means the reseller offering our Platform and Solutions to its customers
    pursuant to these Standard Terms and the Channel Partner Agreement.
  5. Channel Partner Agreement” means the channel partner agreement entered into between tru.reviews and
    the reseller offering our Platform and Solutions to its Customers, which agreement incorporates by
    reference these Standard Terms.
  6. Claim” has the meaning set forth in Section 8 of these Standard Terms.
  7. Confidential Information”means technical and business information, programming, software
    code, trade secrets, marketing strategies, software, documentation, financial information and any
    other information of a Party which in the circumstances of its disclosure could reasonably be viewed
    as confidential to the disclosing Party. Confidential Information of a Party shall not include
    information that: (a) is or becomes a part of the public domain through no act or omission of a
    receiving Party; (b) was in a receiving Party’s lawful possession prior to the disclosure and had
    not been obtained by a receiving Party either directly or indirectly from a disclosing Party; (c) is
    lawfully disclosed to a receiving Party by a third party without restriction on disclosure; (d) is
    Customer data; or (e) is independently developed by a receiving Party, without reference to
    Confidential Information of a disclosing Party, provided that the foregoing shall not be deemed to
    permit use or disclosure of information in breach of applicable law.
  8. Customer” means an individual or legal entity that obtains the Solutions from the Channel
  9. “Data” means any information provided by tru.reviews through its Software including but not
    limited to business information, Name, Address, Phone number, other business information, and
    on-line reviews, social comments and information obtained by tru.reviews through various agreements and
  10. Documentation” means works of authorship that tru.reviews makes generally available for
    Customer use with the Solutions and that comprises either (i) instructions for a Solution’s use, or
    (ii) descriptions of a Solution’s operational and/or design characteristics.
  11. Effective Date” means the date of the applicable Channel Partner Agreement as indicated on
    the first page thereof.
  12. Eligible Credit Period” has the meaning set forth in Section 2.3 of these Standard Terms.
  13. Indemnifying Party” has the meaning set forth in Section 8 of these Standard Terms.
  14. Marks” has the meaning set forth in Section entitled “Trademarks” of the Channel Partner
  15. Parties” means tru.reviews and the Channel Partner.
  16. Primary Function” means an essential function of the tru.reviews Solution.
  17. Resellers” has the meaning set forth in the recitals to the Channel Partner Agreement.
  18. “Scheduled Maintenance” has the meaning set forth in Section 2.2 of these Standard Terms.
  19. Secondary Function” means a function that does not represent an essential function of a
    Solution (e.g. problem accessing user interface, data feed delay/accuracy/completeness of feed).
  20. Service Credit” has the meaning set forth in Section 2.3 of these Standard Terms.
  21. SMB” has the meaning set forth in the recitals to the Channel Partner Agreement.
  22. Solutions” has the meaning set forth in the recitals to the Channel Partner Agreement.
  23. Standard Terms” means these standard terms and conditions forming a part of the Channel
    Partner Agreement.
  24. Tier 1 Support” has the meaning set forth in Section 3.1 of these Standard Terms.
  25. Tier 2 Support” has the meaning set forth in Section 3.1 of these Standard Terms.
  26. Workaround” means a feasible change in operating procedures whereby an end-user can avoid
    the deleterious effects of a non-conformance without material inconvenience.

1.2 Rules of Interpretation. In these Standard Terms and the Channel Partner Agreement:

  1. Currency – Unless otherwise specified, all references to money amounts are to the lawful currency
    (of the United States (“USD”) or Canada (“CAD”) set out in the Fee Schedule.
  2. Headings – Headings of articles and sections are inserted for convenience of reference only and do
    not affect the construction or interpretation of these Standard Terms and the Channel
  3. Including – Where the word “including” or “includes” is used in these Standard Terms and the Channel
    Agreement, it means “including (or includes) without limitation”.
  4. 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.
  5. Severability – If, in any jurisdiction, any provision of these Standard Terms and the Channel
    Partner Agreement or its application to any party or circumstance is restricted, prohibited or
    unenforceable, such provision is, as to such jurisdiction, ineffective only to the extent of such
    restriction, prohibition or unenforceability without invalidating the remaining provisions of these
    Standard Terms and the Channel Partner Agreement and without affecting the validity or
    enforceability of such provision in any other jurisdiction or without affecting its application to
    the other Party or circumstances.
  6. Statutory references – A reference to a statute includes all regulations made pursuant to such
    statute and, unless otherwise specified, the provisions of any statute or regulation that amends,
    supplements or supersedes any such statute or any such regulation.
  7. Time – Time is of the essence in the performance of the Parties’ respective obligations.
  8. Time Periods – Unless otherwise specified, time periods within or following which any payment is to
    be made or act is to be done are 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 following Business Day
    if the last day of the period is not a Business Day.

2. Service Levels

The Parties agree to the following service level standards:

2.1 Availability Uptime & Downtime. tru.reviews shall ensure that all material elements of
the Solutions as contemplated by the Agreement are available 99.8% of the time per calendar month,
excluding downtime resulting from any of the following downtime exceptions: (a) Scheduled Maintenance;
(b) any problem with any system or technology not reasonably in tru.reviews’s control or foreseeable
by tru.reviews, including without limitation, any problem associated with a user or end-user ISP,
the Internet, or third-party service provider; (c) force majeure as described in Section 12 of the
Standard Terms, or acts of any governmental body; (d) Channel Partner’s or a Customer’s negligent acts
or omissions (or negligent acts or omissions of others engaged or authorized by Channel Partner); (e)
DNS propagation; (f) browser or DNS caching that may make the Solutions appear inaccessible when others
can still access them; (g) misuse of the Solutions by Channel Partner or a Customer, or any use of the
Solutions by Channel Partner or a Customer that is not in accordance with this Agreement or the
agreement between the Channel Partner and the Customer; and (h) failure by Channel Partner or a Customer
to provide a suitable use environment for all or any part of the Solutions. Availability is
defined as the ability of a Customer to connect to and utilize a Solution. If a Solution is
functioning in some areas and not functioning in others, the time of any such diminished functioning is
not considered downtime and is excluded from the calculations of availability.

2.2 Scheduled Maintenance. “Scheduled Maintenance” is routine maintenance and requires
two (2) business days’ written note. tru.reviews reserves the right to schedule emergency
maintenance windows with five (5) business hours’ written notice to Channel Partner and regular
maintenance windows every Monday through Thursday between 3 am and 8 am EST. Channel Partner
agrees to provide primary and back up contacts for receipt of notices regarding maintenance events.
The total period of time for Scheduled Maintenance per calendar month will not exceed eight (8)
business hours. A single Scheduled Maintenance window will not exceed four (4) business hours in

2.3 Service Credits. If tru.reviews fails to maintain aggregate solution availability as
set forth in Section 2.1 above (or experiences a system flaw which results in the incorrect delivery of
Solutions), Channel Partner will be entitled to receive a credit (the “Service Credit”) equal to
five percent (5%) of the total amount owed by Channel Partner for the Eligible Credit Period. The
Eligible Credit Period” is a single month, and refers to the monthly billing cycle in which the
applicable service unavailability event occurred or as otherwise agreed to by the Parties. Channel
Partner will be responsible for submitting a claim for entitled credits within 30 days of an applicable
unavailability event.

2.4 Technical Support – Issue Escalation. tru.reviews will provide Channel Partner
with access to an escalation path for reporting of a failure of service levels and/or functionality of
the Solutions and triage instructions to be used in the implementation process and resolution. Upon
receipt of an issue, tru.reviews and Channel Partner will collectively determine the nature of the problem,
set the relative priority and open a trouble ticket to initiate the problem resolution process in
accordance with the procedure outlined below.

2.5 Technical Support – Escalation Procedures. In the event the availability or the
functionality of the Solutions is affected due to a software problem or outage the following escalation
procedures apply:

  1. Channel Partner representatives should contact tru.reviews through its online support services
    at http://tru.reviews/contact-us/ or via email at
  2. Severity of problems will be classified according to the following descriptions and administered by
    tru.reviews support group as part of their problem management process.

    1. Severity Level 1 (High) – A problem for which there is no known Workaround and which (a)
      prevents the execution of a Primary Function, or (b) results in data corruption or crash.
    2. Severity Level 2 (Medium) – A problem which (a) causes difficulty in execution of a Primary
      Function or (b) prevents the execution of a Secondary Function, and as to any of the
      preceding, for which there is no known Workaround.
    3. Severity Level 3 (Low) – A problem which causes difficulty in execution of a Secondary
      Function, but for which there is a Workaround.
  3. tru.reviews shall meet the following problem resolution standards:
    1. High (Severity Level 1): Problems categorized under High Priority should be resolved in <24
    2. Medium (Severity Level 2): Problems categorized under Medium Priority should be resolved in
      <48 business hours.
    3. Low (Severity Level 3): Problems categorized under Low Priority will have resolutions that
      will be implemented on a time frame negotiated with Channel Partner.

2.6 Monitoring & Support.

  1. tru.reviews shall monitor the Solutions during its normal working business hours, which are
    10:00 a.m. to 6:00 p.m. EST. Channel Partner will have after hours support from assigned tru.reviews
    account manager(s) for critical issues, which can be logged on the tru.reviews website.
  2. Solution availability will be monitored by tru.reviews personnel and, if requested, they shall
    provide monthly documentation detailing outages and Solution availability to Channel Partner within
    five (5) Business Days of such request.
  3. If tru.reviews becomes aware of possible problems that will likely result in a material delay in
    the implementation or delivery of the Solutions, tru.reviews shall promptly notify Channel
    Partner’s designated representative by telephone and email, giving the cause and probable effect of
    such delay, and shall rectify any issues in accordance with these Service Level standards.
  4. Prior to releasing new code, tru.reviews will verify that the new code will not negatively
    impact the existing integrations. tru.reviews shall notify Customer at least two (2) week before
    any code release that may impact the delivery schedule and data integrity of the Solutions.

2.7 Data Back-up; Continuity Management.

  1. tru.reviews will back up data provided or collected as a result of the Solutions on a daily
    basis after each available calendar day. tru.reviews will store copies of data backups at
    a secure third party contracted offsite location and may store or back-up data in a cloud based
    infrastructure. Access to these backups will be limited to authorized personnel as defined by
  2. If tru.reviews determines it cannot continue to operate the Solutions due to catastrophic
    events, it will undertake reasonable commercial efforts to reinstate availability as soon as
    possible in accordance with tru.reviews’s disaster recovery procedures.
  3. tru.reviews shall have an adequately tested continuity plan in place which identifies critical
    IT resources in case of a catastrophic event within or around the geographic location of
    tru.reviews’s main IT source, allowing a return to functionality which complies with these
    service level standards within one (1) day.
  4. In the event that a system failure should result in the loss of data that is unrecoverable,
    resulting in an inability to provide Solutions for any period greater than one (1) hour, for the
    purpose of these service level standards, the system failure will be categorized as a failure to
    maintain Availability for the purpose of Service Credits.

2.8 Channel Partner Cooperation. Channel Partner shall provide tru.reviews with
reasonable access to individuals designated to tru.reviews in writing to duplicate and resolve
errors in the Solutions. Channel Partner and shall endeavor to document and promptly report all
errors or malfunctions in the Solutions. Channel Partner shall endeavor to carry out procedures to
rectify errors or malfunctions in the Solutions within a reasonable time after such procedures have been
received from tru.reviews, except where such procedures require Channel Partner to expend any cost
or expense.

2.9 Change to Service Levels. Service levels shall be reviewed periodically. Service
levels shall not be modified, nor shall any breach hereunder be waived, unless such modification and/or
waiver is in writing. No course of dealings between the Parties shall be construed as a waiver of
any subsequent breach or a modification hereof.

3. Support

3.1 Channel Partner will be responsible for providing the first line of support for all Customers (“Tier
1 Support
”). Where Channel Partner support staff is unable to resolve technical issues,
tru.reviews will provide support to Channel Partner staff (“Tier 2 Support”). Where
required, Channel Partner will provide Customer contact details and authorize tru.reviews to contact
the Customer directly.

4. Technical Integration & Data Usage

4.1 tru.reviews will provide technical integration for the Solutions as set forth within the
documentation appearing and as modified and updated from time to time on its web site, currentlywww.tru.reviews.com.

4.2 tru.reviews has open APIs that Channel Partner can access atwww.tru.reviews.com/documentation. The APIs
make it possible for Channel Partner to better use the Solutions. Channel Partner shall only use
the APIs in compliance with tru.reviews’s API Policy and Terms of Use (www.tru.reviews.com/terms-of-use) in effect from
time to time, which API Policy and Terms of Use are expressly incorporated by reference herein with
respect to Channel Partner’s use of the APIs.

tru.reviews provides either through its Platform or via API’s access to Data it has compiled. tru.reviews
collects this Data through a variety of sources and methods. This Data is provided to the Channel
Partner for use only by the Channel Partner. Any republishing, sale or transfer of this Data is
prohibited without the written consent of tru.reviews prior to any publication.

5. Non-Exclusive; Independent Contractors

5.1 Channel Partner and its Customers will not have an exclusive right to market, sell or implement
Solutions, and no franchise is granted to Channel Partner. tru.reviews expressly reserves the
right to market and sell Solutions itself, including to any Customer, and to contract with others to
market and sell Solutions, including to any Customer.

5.2 Each Party to this Agreement is an independent contractor. This Agreement does not create any
agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore,
no labor relationship between tru.reviews and Channel Partner employees is created hereby. Channel
Partner will indemnify and hold tru.reviews harmless of any Claim or judicial action whatsoever from
any Channel Partner employee. Neither Party has the right or authority to, and will not, assume or
create any obligation of any nature whatsoever on behalf of the other Party or bind the other Party in
any respect whatsoever. Notwithstanding the use of the term “Channel Partner” in this Agreement,
the Parties do not intend to create any legal relationship of partnership between them, and neither will
assert to any third party or otherwise claim that such a legal relationship exists between them. For
greater certainty, tru.reviews shall not, and Channel Partner hereby acknowledges and agrees that tru.reviews
shall not, exercise any control over, or offer assistance in, Channel Partner’s method of operation,
including locations, business organization, marketing techniques or training.

6. Confidentiality

6.1 During the term of this Agreement and for two (2) years thereafter, each Party will protect the terms
and conditions of the Channel PartnerAgreement and Confidential Information of the other Party as
strictly confidential, using the same level of care as it affords its own Confidential Information, but
in any event, at least reasonable care. Without the prior written consent of a disclosing Party, the
Party receiving the Confidential Information of the disclosing Party and the receiving Party’s employees
and representatives will not use or disclose to any other person or entity any Confidential Information
of the disclosing Party, except as and only to the extent necessary to:

  1. perform its duties under the Channel Partner Agreement, including solicitation of sales;
  2. obtain any required governmental approvals; or
  3. comply with laws or as otherwise required by a court of competent jurisdiction, but only to the
    extent of such requirement: provided that before making such disclosure the reviewing party will
    give the disclosing party written notice of such disclosure and provide an adequate opportunity to
    interpose an objection or take action to ensure confidential handling of such Confidential

6.2 Each Party agrees to take all reasonable steps to ensure that Confidential Information is not
disclosed or distributed by it or its employees or agents in violation of the terms of the Channel
Partner Agreement or applicable law, and each Party shall be liable for any such violation by its
employees and agents.

6.3 Each Party receiving Confidential Information agrees to return or destroy all copies of Confidential
Information of the disclosing Party promptly upon a disclosing Party’s request at any time following
termination of the Channel Partner Agreement and, if requested by the disclosing Party, an officer of
the receiving Party shall provide a certificate, in form and content reasonably satisfactory to the
disclosing Party, confirming that all Confidential Information has been returned or destroyed; provided,
however, that notwithstanding the foregoing, either Party may retain one (1) copy of the Confidential
Information of the other Party for the purposes of determining its legal obligations under the Channel
Partner Agreement, and any Confidential Information of the other Party contained in back-up computer
records or archives, provided that such copies are subject to the other provisions of the Channel
Partner Agreement.

6.4 The Parties acknowledge and agree that any breach of the terms of this Section 6 will cause
irreparable harm and damage to the aggrieved Party. The Parties further agree that each Party shall be
entitled to injunctive relief to prevent breaches of this Section 6, and to specifically enforce the
terms and provisions of this Section 6, in addition to any other remedy to which such Party may be
entitled, at law or in equity.

7. Non-Solicit

7.1 During the term of the Channel Partner Agreement and for one (1) year following the termination of the
Channel Partner Agreement, Channel Partner will not solicit, hire, contract with or retain any of tru.reviews’s
directors, officers, employees, or assignees without tru.reviews’s prior written consent.

8. Indemnification; Limitation Of Damages

8.1 Subject to the limits set out in Section 8.2 of these Standard Terms, each Party (an “Indemnifying
”) will indemnify, defend and hold the other Party harmless against any third-party claims,
losses, liabilities, damages or expenses (including solicitor’s fees and expenses) (“Claims”)
that arise directly or indirectly out of:

  1. a material breach by the Indemnifying Party of any representation, warranty made in the Channel
    Partner Agreement;
  2. violation or infringement by the Indemnifying Party of any copyright, trademark, patent or
    intellectual property right belonging to a third party; and
  3. gross negligence or willful misconduct of the Indemnifying Party, its officers, directors,
    employees, or agents under or in connection with the Channel Partner Agreement.

8.2 Channel Partner shall indemnify and hold harmless tru.reviews from any Claims arising from its
marketing or sale of the Solutions hereunder. Without limiting the generality of the foregoing,
Channel Partner shall indemnify and hold harmless tru.reviews from any Claims arising from a breach
by Channel Partner or Customer of CASL.

8.3 tru.reviews will not be liable to the Channel Partner or any Customer for any incidental,
consequential, indirect, special, punitive or exemplary damages, or damages for loss of profits or
revenues, Data or other business information, goodwill or other pecuniary loss, arising under or in
connection with the Channel Partner Agreement and even if advised of the possibility of such damages.
The foregoing disclaimer of liability shall apply regardless of whether such liability is based on
breach of contract, contractual or extra-contractual liability, tort (including without limitation
negligence), strict liability, breach of a fundamental term, fundamental breach, or otherwise. In
no event shall tru.reviews’s liability under this Agreement exceed US$5,000.00

9. Disclaimer Of Warranties

9.1 Channel Partner agrees and acknowledges that tru.reviews has not made any representations or
guarantees regarding the integrity, accuracy, completeness, success, profitability or expected
opportunities associated with the Solutions and Channel Partner assumes all business risks associated
with the Channel Partner Agreement and signing-up Customers to utilize Solutions.



10. Notices

10.1 All notices and other communications pursuant to the Channel Partner Agreement shall be in writing
and shall be deemed given if delivered personally, by facsimile or e-mail, or sent by a
nationally-recognized overnight courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the Parties at the addresses set forth on the first page or signature
page hereof, as applicable, or to such other address as the Party to whom notice is to be given may have
furnished to the other Parties in writing in accordance with this Section 10.1. Any such notice or
communication shall be deemed to have been delivered and received (a) in the case of personal delivery,
on the date of such delivery, (b) in the case of facsimile or e-mail, on the date sent if sent before
5:00 p.m. on a day that is a Business Day, and otherwise on the next Business Day, (c) in the case of
such a nationally-recognized overnight courier in circumstances under which such courier guarantees next
Business Day delivery, on the next Business Day after the date when sent and (d) in the case of mailing,
on the fifth Business Day following that on which the envelope containing such communication is

11. Publicity

11.1 Except for any announcement intended solely for internal distribution by either Party or any
disclosure required by legal, accounting, or regulatory requirements, all media releases, public
announcements, or public disclosures, including but not limited to promotional or marketing material, by
either Party or its employees, contractors or agents which includes references to the other Party or the
Marks of the other Party shall be coordinated with and approved in writing by such other Party prior to
the release thereof.

12. Force Majeure

12.1 Neither Party shall be in default or otherwise liable for any delay in or failure of its performance
under the Channel Partner Agreement if such delay or failure arises by any reason beyond its reasonable
control, including any act of nature, any acts of the common enemy, terrorism, the elements,
earthquakes, floods, fires, epidemics, riots, attacks by unknown viruses, failures or delay in
transportation or communications, or any act or failure to act by the other Party or such other Party’s
employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a
reason beyond a Party’s reasonable control. Time of performance of either Party’s obligations hereunder
will be extended by the time period reasonably necessary to overcome the effects of such

13. Governing Law

13.1 The Channel Partner Agreement is subject to, will be construed in accordance with and will be
governed by the laws of the State of New York and the federal laws of the United States of America
applicable therein. Each of the Parties consents to the exclusive jurisdiction of the New York,
New York, U.S.A. courts with respect to all disputes arising under the Channel Partner Agreement.

14. Assignment

14.1 Neither the Channel Partner Agreement nor any of the rights, obligations, or duties of either Party
can be assigned or delegated to any other entity without the prior written consent of the other Party,
which consent will not to be unreasonably withheld, except that tru.reviews may assign all or any
part of its rights and obligations hereunder to a subsidiary, affiliate, successor or purchaser of all
of the shares or all or substantially all of the assets of tru.reviews. Subject to the
foregoing restrictions, the provisions of the Channel Partner Agreement will enure to the benefit of and
will be binding upon the assigns, successors-in-interest, personal representatives, estates, heirs and
legatees of each of the Parties.

15. Amendment

15.1 The Channel Partner Agreement will not be deemed to be or construed as having been amended as a
result of any oral communication between the Parties or as a result of any practice of the Parties and
any amendments to the Channel Partner Agreement will be in writing and will be signed by both Parties,
provided, however, that (1) any such agreement may be executed in counterpart form, and (2)
tru.reviews reserves the right to alter, add to, delete, modify or change the Standard Terms or
Terms of Use at any time. The most current version of the Standard Terms and Terms of Use will
govern our use of your information. We will post any changes to the Standard Terms or Terms of Use on
our website and update the revision at the beginning of these Standard Terms. You should periodically
review the Standard Terms and Terms of Use to see recent changes. Any changes to the Standard Terms
and/or Terms of Use or waiver of tru.reviews’s rights hereunder or thereunder shall not be valid or
effective except in a written agreement bearing the physical signature of an officer of tru.reviews.
No purported waiver or modification of the Standard Terms and Terms of Use by tru.reviews via
telephone or email communications shall be valid.