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TERMS OF SERVICE FOR

CHROMA PROPERTY TECHNOLOGIES INC.

Last Updated: January 28, 2021

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 the first resident-centric property technology platform in existence. Chroma offers online tools that make it easier for renters and property owners to manage their rental spaces. This includes making and receiving payments, requesting and accessing services, and connecting with each other and the larger community. 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 does not own, control, offer or manage any properties, units, listings or spaces on 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. 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.

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. 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.


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 Profile" means a User's account created for unique identification;

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

  3. "Bank Deposit Account" means the bank account which a Property Owner or property manager acting on behalf of a Property Owner elects to receive Payments.

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

  5. "Chroma Platform" means the website located at https://www.chroma.ca;

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

  7. "Debit Card Payments" and " Pre-Authorized Debit Payment" refers to the use of the Services to make a payment of rents or fees through a chequing bank account by residents or property owners or other users (as applicable);

  8. "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;

  9. "Lease"refers to the written lease agreement between a Resident and Property Owner;

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

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

  12. "Payment 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;

  14. "Property Owner"means the person or entity that is party to a lease or other property management agreement with the User;

  15. "Resident" or "Renter" means any person or entity that signs up to use the Chroma Platform or its Services for the purposes of renting, paying rent or using other Services provided by Chroma;

  16. "Service Fee"means the fee charged by Chroma for the Services before a debit card payment, bank account payment, or credit card payment is made pursuant to the Services;

  17. "Services"means the internet Payment services offered through the Chroma Platform to facilitate the collection of certain payments by the Property Owner or other user including rent, condominium fees, and any other property-related fees and/or Credit Reporting services offered through the Chroma Platform to facilitate the sending of reports of Residents’ rental payments to credit reporting agencies and the provision of dashboard analytics and other property related tools, and any additional Services provided to Users;

  18. "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 applicant screening, insurance services, credit services or any other third party services provided through the Chroma Platform; and

  19. "User"means any Resident, Property Owner, or other person that uses the Services provided through the Chroma Platform.



2. Eligibility and Your Account

2.1 Payment 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.

2.2 Your Account

Whether you are a Resident or Property Owner, when you sign up to use the Chroma Platform and its Services, you must create an Account Profile (as applicable). You agree to keep the information in your profile accurate and current. If we become aware of any changes to your information, we may update your profile. You may opt out of communications, delete your account, and remove payment method details but your payment history and any information linked to those transactions, including any applicable Credit Reporting, will remain in our system and any information as required or permitted by law.

For Property Owners, in order to set up transactions and receive Payments you must agree to the terms of service of our Payment Processors. This may include completing certain requirements of our Payment Processors as applicable.

2.3 Eligibility

To be eligible to user our Services, you must be either (1) an individual at least the age of majority in the jurisdiction in which you reside or operate, who is able to form legally binding contracts or legally act on behalf of an individual under applicable law with a mailing address in Canada; or (2) a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable), in good standing, and have the power and authority to enter into this agreement and perform the acts as required by you under this Agreement. You may participate in the Services on your own behalf or as the authorized representative of a corporation registered to conduct business in the same country in which you reside. 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.

2.4 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. 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.

2.5 Credit Reporting Services

In order to provide Credit Reporting Services, Chroma performs authentication methods to verify the identity of Users and accuracy of the Payments and any related payments. In consideration for the Services provided by Chroma hereunder, each Property Owner (or the property manager acting on such Property Owner’s behalf) whose Residents use the Credit Reporting Services hereby:

  1. represents and warrants that the Property Owner has entered into a written lease agreement with the applicable User;

  2. agrees to promptly notify Chroma upon learning that any information is inaccurate or misleading, and provide Chroma with any corrections or additional information necessary to ensure the credit reporting information supplied is complete and accurate;

  3. agrees to report the User’s rental payments for the full remaining term of the User’s Lease, even if the User requests that the Property Owner or property manager ceases reporting such Payments before the expiration of the lease term;

  4. agrees to notify the User of the reporting requirement described in section 2.5

  5. before using the Credit Reporting Services;

  6. agrees to promptly notify Chroma if the User does not make a Payment through the Chroma Platform during the credit reporting period, and advise whether the payment was missed or made by an alternate payment method; and

  7. represents and warrants that the Property Owner (or property manager acting on behalf of a Property Owner) has verified the identity and residency of the User and provided such documentation to Chroma.



3. Receiving Payments

3.1 Schedule of User Fees for Property Owners or Property Managers

Payments payable by the Property Owner (or property manager acting on behalf of a Property Owner) to utilize the Services applicable to Property Owners or property managers hereunder may include one-time fees, set up fees or recurring fees or a combination of the previously aforementioned, as set out below:

  1. One Time Account Set-Up Fee.

    1. Includes the setup and configuration for all properties in the portfolio, including those purchased after the signing of this agreement by the Property Owner or property manager.

    2. Training of current and future staff.

    3. Electronic and physical marketing materials.

    4. Merchant account setup.

  2. Monthly Subscription Fee.

    1. Monthly fees for payment processing technology.

    2. Merchant account fees.

    3. Property Owner or property manager support and resident support via telephone, email, live chat and text message.

The fees listed above are subject to change at the sole discretion of Chroma Property Technologies and notice may be given to you in accordance with sections 11.7 and 11.13 of these Terms. If you have a different arrangement for fees in any master services agreement or other agreement with us, the other agreement will govern.

3.2 Taxes

It is your responsibility to determine what, if any, taxes apply to the Payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority in any and all jurisdictions in which you operate. Chroma is not responsible for determining whether taxes apply to your Payment transaction(s), or for collecting, reporting or remitting any taxes arising from any Payment transaction(s).

3.3 Credit Card 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 rare cases, even 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.

3.4 No Reversals and No Refunds

Once you receive a Payment, you accept and agree that there are no refunds, cancellations or chargebacks of Service Fees. Refunds for Payments to Users are permitted when the request is made in writing by you and the funds are available. The refund transaction will only be applied to the same payment method used for the Payment. There are no refunds whatsoever twelve (12) months after the original transaction date. If a chargeback is initiated by a User, you will be responsible for any associated fees.

3.5 Receiving pre-authorized debit Payments

If you receive pre-authorized debit Payments, you must comply with the following requirements:

  1. Authorization. You must receive the User's prior authorization for the amount, frequency and duration of the pre-authorized debit Payment.

  2. Required Cancellation Procedures for Preapproved and/or pre-authorized debit Payments. You must provide Users with the ability to cancel a Preapproved Payment and/or pre-authorized debit Payment within three (3) Business Days of the scheduled date of the Preapproved Payment and/or pre-authorized debit Payment.

3.6 Payment Limits

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

3.7 Insufficient Funds or Credit

NOTWITHSTANDING ANY OTHER PROVISIONS, CHROMA PROPERTY TECHNOLOGIES INC. IS NOT RESPONSIBLE FOR THE PAYMENT OF RENT OR FEES TO YOU BY A USER, OTHER THAN TO THE EXTENT WE FACILITATE THE PROCESSING OF SUCH PAYMENT. ANY FAILURE IN RELATION TO A USER'S ABILITY TO MAKE A PAYMENT TO YOU IS THE SOLE RESPONSIBILITY OF SUCH USER, AND CHROMA IS NOT LIABLE, IN ANY WAY, FOR ANY FAILURE OR INABILITY OF A USER TO MAKE A PAYMENT TO YOU. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY SITUATION WHERE A USER HAS INSUFFICIENT FUNDS OR CREDIT AVAILABLE TO MAKE A PAYMENT TO YOU AS A RESULT OF CHROMA CHARGING ANY APPLICABLE SERVICE FEE FOR USE OF THE SERVICES.

3.8 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 legal authorities.

3.9 Payments from Users

You may only receive Payments from Users who are registered users of Chroma and have entered into these Terms and its services providers (as applicable) or from Users for which you have authorization to process payments to you on file.

3.10 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.

3.11 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.

3.12 Third Party Credit Services

Chroma is not a consumer credit provider or micro-lender and does not carry on any activity in respect of credit or lending services, including but not limited to, soliciting applications for credit services, issuing or delivering contracts for credit, advertising for any credit products or collecting or receiving payment for credit contracts.


4. Receiving Payments

4.1 Receiving Payments

When a Payment is made to you using the Services, the Payment Amount will be transferred into your Bank Deposit Account, subject to the terms of your banking arrangement.

4.2 Delays and Non-Completion

You agree to accept all Payments made to you through the Services. You agree not to charge any User making Payment to you using the Services any penalties, late fees or interest charges on account of any delays in completing the Payment or if Payment cannot be completed because of any errors or omissions in your Bank Deposit Account details as maintained by Chroma, irrespective of the cause of such errors or omissions.


5. Your Conduct

5.1 Conduct

At Chroma, community is incredibly important to us. We believe that the stronger a person’s sense of community the happier they are, the better they treat people around them, and the more fulfilled they feel. 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.


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 realized 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 Profile.

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 Profile, 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, reasonable legal 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) DOLLARS, AS THE SOLE AND EXCLUSIVE REMEDY.

9.3 No Warranty

OUR SERVICES ARE PROVIDED AS IS 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 Profile 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 Profile, 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.
    Suite 202 1680 40 Avenue SW
    Calgary, AB T2T 6T8


    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, 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. 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.

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.