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TERMS OF SERVICE FOR CHROMA PROPERTY TECHNOLOGIES INC.

Last Updated: April 15, 2022

Thank you for using Chroma!

These Terms of Service ("Terms) are a binding legal agreement between you and Chroma Property Technologies Inc. ("Chroma") that govern your use of the websites, applications, and other offerings from Chroma (collectively, the "Chroma Platform"). When used in these Terms, "Chroma," "we," "us," or "our" refers to the Chroma Platform in its entirety.

The Chroma Platform is a financial services business with operations in Canada. With its integrated lending and payments engine, Chroma offers powerful tools for renters to manage their cash flow. Users must register an Account to access and use the features of the Chroma Platform, and must keep their Account Information accurate. As the provider of the Chroma Platform, Chroma is not a party to any contracts concluded directly between renters and property owners or property managers, nor is Chroma a real estate broker or insurer, unless otherwise specified.

Chroma maintains policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data.

As a user of the Chroma Platform you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to you in each and any of the jurisdictions in which you operate or are subject to.

By using the Services, the Chroma Platform, or clicking “Accept” you agree to be bound by this Agreement, including all amendments made from time to time, at Chroma's sole discretion. Further, you represent and warrant that you have the power and authority to enter into this Agreement and perform the acts that may be required of you under this Agreement. If you are a third party accessing an account on behalf of a Chroma account holder you agree that these terms apply, mutatis mutandis, to your use of the Services or Chroma Platform. If you do not agree to be bound by these Terms, do not use the Services nor the Chroma Platform.

IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT AGREE WITH ANY REVISED TERMS, DO NOT USE THE CHROMA PLATFORM.


1. SCOPE

1.1 DEFINITIONS

When used in this Agreement, each of the following words and phrases shall have the meanings set out below:

  1. "Account" means a User's account created for unique identification;

  2. "Account Information" means the personal or financial information you provide to us to create, establish and maintain your account;

  3. "Agreement" means these Terms, including any related schedules, policies and other documents, as may be amended from time to time;

  4. "Bank Account" means the bank account which a User of the Chroma platform connects to the Chroma Platform;

  5. "Business Days" means Monday through Friday excluding national holidays;

  6. "Chroma Platform" means the website located at https://www.chroma.ca and any applications or other offerings from Chroma therein;

  7. "Credit Reporting" refers to the optional credit reporting program offered to Users through the Chroma Platform which reports credit and rental payments to credit bureaus;

  8. "Debit Card Payments" and " Pre-Authorized Debit Payment" refers to the use of the Services to make a payment through a chequing bank account by Users (as applicable);

  9. "Force Majeure" means any act, occurrence, condition or event beyond the control of a party that materially affects the performance of that party's obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, telecommunications or utility or power failures, governmental or quasi-governmental acts, equipment failures, labour strife, riots, war, non-performance of our vendors or suppliers, acts of God, but not including general economic conditions;

  10. "Merchant" means any person or entity that provides Services to Chroma Users through the Chroma Platform;

  11. "Payment" or "Repayment" means any payment or repayment that occurs through the Chroma Platform, including but not limited to debit card payment, bank account payment, credit card payment, Interac e-Transfer or a cash payment as the case may be;

  12. "Payment Amount" or "Repayment Amount" refers to the aggregate dollar value of a Payment conducted or to be conducted by a User;

  13. "Payment Processor" means any of Chroma's third party payment processors, including but not limited to Rotessa Inc. Services, Zum Rails Inc., Visa Inc., MasterCard Incorporated, and others, as may be amended from time to time;

  14. "Service Fee" or "Subscription Fee" means the fee charged by Chroma for the Services;

  15. "Services" means the digital services offered through the Chroma Platform including but not limited to, borrowing, paying rent, paying fees and/or Credit Reporting services offered through the Chroma Platform to facilitate the sending of reports of credit and rental payments to credit reporting agencies and the provision of dashboard analytics and other related tools and systems, and any additional Services provided to Users;

  16. "Third Party Services" refers to the services provided by third parties which may be accessed through links or otherwise on the Chroma Platform, including but not limited to insurance services, internet/cable/mobility services, credit services or any other third party services provided through the Chroma Platform; and

  17. "User" means any person or entity that signs up to use the Chroma Platform or its Services for the purposes of borrowing, paying rent, paying other obligations, or using other Services provided by Chroma;



2. Eligibility and Your Account

2.1 The Services

These Terms cover the provisions of your participation with respect to the Services provided to Users on the Chroma Platform. We may from time to time offer additional Services in which case these Terms will apply to such additional Services. The Services include access to the Chroma Platform which includes access to ChromaRent for eligible Chroma Users. The Services are provided to you by Chroma and are meant to give you a new way to manage your income and expenses. Certain products may not be available in all provinces and territories. The Services may also present you with information relating to third party products or services in the Chroma Marketplace ("Chroma Marketplace") that you may be interested in. The Services may also provide you general tips, recommendations and informational material that are meant for educational purposes only. Chroma will not be liable for your usage of the foregoing general tips, recommendations or informational material.

2.2 Eligibility

To be eligible to use our Services, you must be an individual at least the age of majority in the jurisdiction in which you reside, who is able to form legally binding contracts or legally act on behalf of an individual under applicable law with a legal residential mailing address in Canada, for greater certainty this excludes PO boxes. No machines, scripts or automated services may be used to access or use the Services. These Terms are in addition to and supplement any master services agreement or other agreement you have entered into, or may in the future enter into, with Chroma or any of its subsidiaries or affiliates.

2.3 Your Account

When you sign up to use the Chroma Platform and the Services, you must create an Account. You agree to keep the Account Information accurate and current. If we become aware of any changes to your Account Information, we may update your Account Information on your behalf. You may opt out of communications, delete your Account, and remove payment method details but your payment history and any information linked to transactions, including any applicable Credit Reporting, will remain in our system, subject to our Privacy Policy, as well as any information that is required or permitted by law.

You further agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your login email address, allows you to access your Account. That login email address and password, together with any mobile number or other information you provide form part of your Account Information. If you become aware of any unauthorized use of your Account, you agree to notify Chroma immediately by emailing support@chroma.ca.

2.4 Your use of the Chroma Services

Your right to access and use the Chroma Platform and the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Chroma Platform and Services for lawful purposes. Accurate records enable Chroma to provide the Services to you. You agree to, and must, provide true, accurate, current and complete information about your Account and you may not misrepresent your Account Information. In order for the Services to function effectively, you must also keep your Account Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. You represent that you are the legal owner of, and that you are authorized to provide us with, all Account Information and other information necessary to facilitate your use of the Services. You also agree to indemnify and hold harmless Chroma for any damages, including all lawyer's fees, arising from misrepresented or inaccurate or incomplete or outdated information you provide.

Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of technology, periodic updating, maintenance or repair of the Chroma Platform or other actions that Chroma, in its sole discretion, may elect to take. In no event will Chroma be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, will be for Chroma to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.

2.5 Identity Authentication

You hereby authorize Chroma Property Technologies Inc., directly or through third parties, to make any inquiries we consider necessary to validate your identity, income and creditworthiness. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report and verifying your information against third party databases or through other sources. You represent and warrant that you have the power and authority to provide this information to us.

2.6 Credit Reporting Services

In order to provide Credit Reporting services, Chroma must undertake and perform certain verification and authentication means in order to verify the identity of Users and the accuracy of Payments. In consideration for the Services provided by Chroma hereunder, you hereby:

  1. agree to promptly notify Chroma if you are already reporting rent payments to the credit bureaus via a third party;

  2. agree to not pursue Credit Reporting services with Chroma so as to “double-count” your rent payments to the credit bureaus. Double-count in the previous sentence is to be interpreted as to try to benefit twice or more from the same payment; and

  3. agree to hold harmless and indemnify Chroma from any and all claims or damages, including all lawyer's fees, that arise from you reporting payments or repayments to the credit bureaus, whether knowingly or unknowingly.



3. Your Subscription to Chroma

3.1 Payment Terms

By signing up for the Services, you agree to a monthly subscription fee for each month wherein you use the Chroma Services. You accept and acknowledge your responsibility for all recurring monthly charges up to and until you cancel your subscription. You may cancel your subscription at any time provided that you have a nil balance owing to Chroma.

For more information on ChromaRent, please see the ChromaRent Lending Agreement.

3.2 Credit Card, Debit Card, Bank Account, Pre-authorized Debit & Cash Delays and Non-Completion

Since credit card payment, debit card payment, bank account payment, pre-authorized debit or cash payment processing times depend on administrative factors and institutional backlogs beyond our control, credit card payments, debit card payments, bank account payments, or pre-authorized debit submitted by Users may take up to five (5) Business Days (and in cases, longer) to complete. Furthermore, completion of a credit card payment, debit card payments, debit card payments, pre-authorized debit or Cash Payment is contingent on both the authorization of the credit card payment, debit card payments, debit card payments, pre-authorized debit or Cash Payment by the applicable credit card issuing bank and acceptance of the credit card payment, debit card payments, debit card payments, pre-authorized debit or Cash Payment by the Underwriting Bank. In the case of a delay or non-completion in Payment for any reason, any liability created as a result of such delay is the responsibility of the applicable User and not Chroma. Any penalties, late fees, and interest charges applied against a late Payment are solely the responsibility of the User.

3.3 Pre-authorized debit Payments

If you elect to complete your Payments or Repayments via pre-authorized debit, you must authorize Chroma to debit your account for the amount, frequency and duration of the pre-authorized debit Payment schedule.

3.4 Payment Limits

We may, at our sole discretion, impose limits on the Payment Amount you may send or receive through our Services.

3.5 Insufficient Funds or Credit

NOTWITHSTANDING ANY OTHER PROVISIONS, CHROMA PROPERTY TECHNOLOGIES INC. IS NOT RESPONSIBLE FOR THE PAYMENT OF RENT OR FEES TO YOU OR YOUR LANDLORD, PROPERTY MANAGER, PROPERTY MANAGEMENT COMPANY OR WHOMEVER MAY OTHERWISE BE OWED SUCH RENT OR FEES. WE ARE NOT PARTY TO ANY LEASE. ANY FAILURE IN RELATION TO YOUR ABILITY TO MAKE A PAYMENT IS THE SOLE RESPONSIBILITY OF SUCH USER, AND CHROMA IS NOT LIABLE, IN ANY WAY, FOR ANY FAILURE OR INABILITY TO MAKE A PAYMENT. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY SITUATION WHERE YOU HAVE INSUFFICIENT FUNDS OR CREDIT AVAILABLE TO MAKE A PAYMENT AS A RESULT OF CHROMA CHARGING ANY APPLICABLE SERVICE FEE FOR USE OF THE SERVICES.

3.6 Default and Fraudulent Transactions

If any single transaction is investigated and is determined to be fraudulent, in Chroma's sole discretion, Chroma may terminate such User's account and such default and fraudulent transaction may be reported to any applicable administrative or legal authorities.

3.7 Required Documentation & Authentication

In order to use any of Chroma's Services, in its sole discretion, Chroma may require you to submit certain documentation, including but not limited to, government issued photo identification, a third party credit check, bank account verification, a copy of your residential lease agreement, or otherwise as required by Chroma.

3.8 General Third Party Liability Disclaimer

The Chroma Platform may contain linked sites through which Users of Chroma can access the provision of Third Party Services. These linked sites are provided solely as a convenience. The Third Party Services found through the linked sites are not under Chroma's control, and Chroma is not responsible for the quality of the Third Party Services, including any information or materials contained on such linked sites. Chroma may process payments in respect of Third Party Services and/or receive referral fees or revenue sharing in respect of the use of any Third Party services.

CHROMA EXPRESSLY DISCLAIMS ANY LIABILITY TO YOU RELATING TO YOUR ACCESS OF AND USE OF THE LINKED SITES AND THIRD PARTY SERVICES. BY ACCEPTING THESE TERMS, YOU ARE DEEMED TO: (1) ACKNOWLEDGE THAT CHROMA IS NOT PROVIDING ANY THIRD PARTY SERVICES AND IS NOT RESPONSIBLE FOR THE LINKED SITES; AND (2) RELEASE CHROMA FROM ANY LIABILITY IN ANY WAY ARISING FROM YOUR USE OF ANY THIRD PARTY SERVICE OR LINKED SITE.

3.9 Third Party Insurance Services

Chroma is not an insurance agent, broker or insurer, and does not carry on any activity in respect of insurance business, including but not limited to, soliciting applications for contracts of insurance, issuing or delivering contracts of insurance or receipts for any contracts of insurance, advertising for any insurance products or collecting or receiving any premium for contracts of insurance.


4. Credit

4.1 Providing Credit

Chroma is a consumer credit provider and carries on credit and lending services activities, including but not limited to, soliciting applications for credit services, issuing or delivering contracts for credit, advertising for credit products and collecting or receiving payment for credit contracts. ChromaRent is a credit product whereby Chroma provides you credit in order to match your rent expense obligations with your earned income.


5. Your Conduct

5.1 Conduct

In connection with your use of the Chroma Platform and our Services, you agree to:

  1. not act in a manner that is defamatory, libelous, threatening or harassing;

  2. provide accurate and updated information;

  3. comply in all respects with this Agreement and any other agreements that you have entered into with us;

  4. comply with all applicable federal, provincial, state and local laws and regulations;

  5. not infringe our or any third party's copyright, patent, trade-mark, trade secret or other intellectual property rights, or rights of publicity or privacy;

  6. provide, if requested, confirmation of your identity or any other information you have provided to us, and to cooperate with any investigations of the same by us or our third party delegates;

  7. not receive Payments using the Services to provide yourself or any other person with a credit card cash advance;

  8. respond in a reasonable and timely fashion to our communications;

  9. not introduce or facilitate the use or spread of any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

  10. not use any robot, spider, other automatic device or manual process to monitor, reverse engineer, reverse assemble or copy the Chroma Platform without our prior written consent;

  11. not use any machines, scripts or automated services to access or use the Services;

  12. not use any device, software or routine to bypass our robot exclusion headers or to interfere, or attempt to interfere, with the Chroma Platform or our Services; and

  13. not take any action that may cause us to lose any of our services from our internet service providers, our Payment Processors or other suppliers.

5.2 Delays and Non-Completion

IF CHROMA HAS REASON TO BELIEVE, IN ITS SOLE DISCRETION, THAT YOU OR OTHERS MAY ENGAGE OR MAY HAVE ENGAGED IN ANY CRIMINAL OR CIVIL VIOLATION OF APPLICABLE LAWS, CHROMA MAY CEASE TO PROVIDE YOU THE SERVICES, AND MAY CONTACT THE APPROPRIATE ADMINISTRATIVE AND LAW ENFORCEMENT AUTHORITIES. YOU AGREE TO COOPERATE FULLY WITH ANY SUCH INVESTIGATIONS.


6. Intellectual Property

6.1 Limited Licence

You grant to us a limited, non-exclusive and revocable licence to access and use all information and data that you provide in connection with your use of our Services. You agree not to use our Services for framing, linking or reselling any portion of our Services.

6.2 Intellectual Property

The Chroma Platform is protected by applicable copyright and trademark laws. Unauthorized use or exploitation of such content is strictly prohibited, including without limitation, unauthorized downloading, reproduction, storage in any medium, copying, redistribution or republication of the Chroma Platform, or any part thereof, for any reason. In addition, all content and materials on our website, website page headers, custom graphics, button icons, and scripts are our copyrighted materials, service marks, trademarks or trade dress that belong to us or our licensors. You may not copy, imitate or use any of the foregoing without our prior written consent. Chroma will enforce its intellectual property rights to the fullest extent of the law.


7. Security and Electronic Communication

7.1 Unsecure Electronic Channels

You accept full responsibility for all risks associated with electronic communications between you and Chroma, including, without limitation, the risk that such communications may be delivered to the wrong person, intercepted, lost or altered by a third party.

7.2 Access to Account

You are responsible for ensuring that the Services, your Chroma Account and your Bank Deposit Account will only be used by you and your representatives. You agree that any electronic communications made by you or purporting to have been made on your behalf will be binding on you.

7.3 Notice of Unauthorized Use

You agree to notify us immediately if you know or reasonably ought to know that an unauthorized person is accessing or may access our Services (through your Chroma Account or otherwise), or if you become aware of any actual or threatened use of our Services in a manner contrary to this Agreement.

7.4 Web Links

There may be links on the Chroma Platform to websites not owned or operated by us. We make no representations about, do not endorse, and are not responsible for the content, products, services, privacy policies or practices relating to such other websites. We are not responsible for any losses incurred by you or claims made against you relating to your use of such other websites.

7.5 Help Center

Standard message rates and data charges from your carrier apply when sending and/or receiving Chroma text messages or calling Chroma. Persons that access such services are advised to check with their carrier regarding any questions about plans and costs.


8. Privacy

8.1 Privacy

By using the Chroma Platform and our Services, you agree to the collection and use of your personal information, and the sharing of such information with our indemnified parties and other Users that we connect you with (as the case may be), in accordance with our Privacy Policy, available at https://chroma.ca/privacy-policy.

8.2 Password Security and Keeping Your Email Address Current

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. You are also responsible for keeping your email address, street address, other personal information, and Bank Deposit Account up to date in your Account.

8.3 SMS/Calls to You; Mobile Telephone Numbers

By providing us with a telephone number (including a mobile telephone number), you consent to receiving autodialed and pre-recorded message calls from us at that number. If we determine that a telephone number you have provided to us is a mobile telephone number, we may categorize it as such in our systems and in your Account, and you consent to receive SMS/text messages from us about your use of the Services at that number.


9. Indemnification; Limitation or Liability; Warranties

9.1 Indemnification and Release

By using the Chroma Platform, to the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Chroma and its employees, agents, representatives, suppliers, successors and assigns (the "Indemnified Parties") from and against any and all claims, demands, causes of action, actions, proceedings, suits, judgments, orders, damages, liabilities, losses, costs and expenses, including, without limitation, lawyer's fees and costs arising out of or related to: (i) your use of our Services or the Chroma Platform, (ii) your breach of the Terms of this Agreement or any other Chroma policy, including the Privacy Policy, or (iii) your violation of any law or right of any third party.

9.2 Limitations of Liability

IN NO EVENT SHALL ANY OF CHROMA PROPERTY TECHNOLOGIES INC., ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONSULTANTS, SUPPLIERS, PARTNERS AND OTHER REPRESENTATIVES (collectively, "Chroma Property Technologies Inc.") BE LIABLE TO YOU FOR LOST PROFITS, BUSINESS, REVENUE, OR CUSTOMERS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DISCLOSURE OF INFORMATION OR LOSS OF PRIVACY), HOWEVER ARISING OUT OF OR IN CONNECTION WITH THE CHROMA PLATFORM, OUR SERVICES OR THIS AGREEMENT INCLUDING NEGLIGENCE EVEN IF CHROMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANYTHING TO THE CONTRARY NOTWITHSTANDING, THE CUMULATIVE LIABILITY OF ALL CHROMA PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED IN TOTAL TO THE LESSER OF (A) THE AMOUNT OF SERVICE FEES YOU PAID TO CHROMA IN THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO AN ALLEGED LIABILITY AND (B) LIQUIDATED DAMAGES IN THE AMOUNT OF FIFTY ($50.00 CAD) DOLLARS, AS THE SOLE AND EXCLUSIVE REMEDY.

9.3 No Warranty

OUR SERVICES ARE PROVIDED ON AND “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE ACCESS TO ANY PART OF OUR SERVICES. CHROMA ALSO DOES NOT WARRANT OR GUARANTEE THAT THE CHROMA PLATFORM AND ALL OF ITS SERVICES AND FEATURES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECT OR ERROR WILL BE CORRECTED OR THAT THE CHROMA PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9.4 No Jury or Class Action

YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY AND ALL DISPUTES, CLAIMS, ACTIONS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THESE TERMS AND ALL ISSUES AND QUESTIONS CONCERNING THE VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE TERMS AND OTHER DOCUMENTS SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.


10. Term and Termination

10.1 Term

This Agreement shall be effective as of the date you start to use the Chroma Platform and shall remain in effect as long as you continue to use the Chroma Platform, unless otherwise provided for in any specific agreement between you and Chroma, in which case the terms of such agreement will govern.

10.2 Termination

You are responsible for cancelling your Account on the Chroma Platform, which you can do at any time. Chroma may terminate or suspend your use of the Platform at any time, for any reason.


11. Miscellaneous

11.1 Currency

Unless otherwise specified, all dollar amounts referred to in this Agreement are in lawful currency of Canada.

11.2 Relationship

Nothing contained in this Agreement will create a partnership, joint venture, principal-and-agent relationship or any similar relationship between you and Chroma.

11.3 Third-Party Providers

We may use one or more third-party service providers in the course of providing our Services. You agree that information about you and your Payments may be shared with such service providers for the purposes of performing this Agreement in accordance with our Privacy Policy.

11.4 Features and Functionality

You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service, including any and all offers, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. We do not guarantee the availability of the Service and/or any of the offers or other benefits contained therein, and they are all subject to change at any time without notice.

11.5 Entire Agreement

This Agreement constitutes the entire agreement between us relating to the subject matter of this Agreement; unless otherwise provided for in any specific agreement between you and Chroma, in which case the terms of such agreement will govern.

11.6 Representation and Warranty

You represent and warrant that your execution of and performance under this Agreement (a) in no way breaches, contravenes, violates or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document, if applicable, or any agreement between you and any third party; and (b) has been duly authorized by all necessary actions and does not require any consent or other action by or in respect of any third party.

11.7 Notices

In order to be effective, notice pursuant to this Agreement must be given as follows:

  1. notice to you may be given by electronic mail to the email address stated in your Account, or by posting such notice on the Chroma Platform, whether addressed specifically to you or more generally to users of the Chroma Platform or our Services; and

  2. except as otherwise stated in this Agreement, notice to us must be sent by postal mail, with an electronic mail copy to support@chroma.ca, to:


    Chroma Property Technologies Inc.
    2831 34 Street SW
    Calgary, AB, T3E 2W8, Canada


    and such notice is effective on the fourth (4th) Business Day following the day on which it is postmarked.

11.8 Severability

The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.

11.9 Governing Law

This Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein; the application of the United Convention of Contracts for the International Sale of Goods is expressly excluded,and excluding any rule or principle of conflicts of law that may provide otherwise.

11.10 Jurisdiction

The parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of the Province of Alberta with respect to any legal action or proceeding which may be brought at any time relating in any way to this Agreement except for applications for injunctive relief or specific performance by Chroma. Each of the parties irrevocably waives any objection it may now or in the future have to the venue of any such action or proceeding, and any claim it may now or in the future have that any such action or proceeding has been brought in an inconvenient forum. Jurisdiction and venue under this Agreement shall lie in the City of Calgary, Alberta, Canada.

11.11 Binding Effect; Assignment

This Agreement inures to the benefit of and binds the parties' respective heirs, executors, administrators and other legal representatives, successors and permitted assigns. You may not assign this Agreement without our prior written consent. We may assign this Agreement to a third party upon notice to you.

11.12 Equivalency

This electronic Agreement and any other materials incorporated herein will be:

  1. deemed for all purposes to be a "writing" or "in writing", and to comply with all statutory, contractual, and other legal requirements for a writing;

  2. legally enforceable as a signed writing as against the parties subject to the electronic documents; and

  3. deemed an "original" when printed from electronic records established and maintained in the ordinary course of business.

Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

11.13 Amendments

We may amend this Agreement from time to time at our discretion. In the event any substantive terms are amended, Chroma will send you, at least sixty (60) days before the amendment comes into force, a written notice setting out: (a) the new clause or the amended clause and the clause as it formerly read; (b) the date of the coming into force of such amendment; and (c) your right to refuse the amendment and cancel your Account at no cost or penalty. You accept responsibility for reviewing all communication about this Agreement on the Chroma Platform and acknowledge you will be deemed to have agreed to the terms of amendments communicated on the Chroma Platform if you continue to use our Services.

11.14 Professional Advice

Any information provided to you by us is merely guidance and you agree that it does not constitute professional advice. You should consult with professional accounting, tax, legal and other advisors before deciding to use our Services or relying on any information within the Chroma Platform.

11.15 Waivers

A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.

11.16 Survival

The provisions of sections 1, 2.1, 2.2, 2.3, 2.5, 3, 4.2, 5, 6, 7, 8.1, 9 and 11 of this Agreement shall survive termination and expiration.

11.17 Force Majeure

We are not responsible for damages caused by delay or the failure to perform any of our obligations under this Agreement when the delay or failure is the result of Force Majeure.

11.18 Language

The parties confirm that this Agreement, as well as any other documents relating to this Agreement, have been and shall be prepared in the English language only.

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2831 34th Street SW Calgary, AB T3E 2W8