Affiliate Partner Terms

Last updated: 2025-11-11

The following Stay22 Affiliate Partner Terms (“Affiliate Partner Terms” together with any Order Forms, attachments, exhibits, and amendments hereto, as amended form time to time, collectively the “Agreement”), form an agreement between Stay22 Technologies Inc. (“Stay22”, “we”, “our” or “us”) and you or the entity you represent (“Affiliate Partner”, “you” or “your”) accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) any Stay22 Products (as defined below). This Agreement is effective as of date when you click an “I Accept” or “I Agree” button or check box presented with these Affiliate Partner Terms or, if earlier, when you use any of the Stay22 Products (the “Effective Date”). Stay22 and Affiliate Partner will be referred to together as the “Parties” and each a “Party”. 

BY USING ANY STAY22 PRODUCTS OR ANY PART OF THE STAY22 SOLUTION (AS DEFINED BELOW), AFFILIATE PARTNER ACKNOWLEDGES THAT AFFILIATE PARTNER HAS READ, ACCEPTS, AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(c). IF AFFILIATE PARTNER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, AFFILIATE PARTNER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE STAY22 PRODUCTS OR ANY PART OF THE STAY22 SOLUTION.  YOU ALSO HEREBY REPRESENT AND WARRANT THAT: (1) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION; (2) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS. IF AFFILIATE PARTNER IS USING THE STAY22 PRODUCT OR SOLUTION ON BEHALF OF ANOTHER PERSON, AFFILIATE PARTNER HEREBY REPRESENTS AND WARRANTS TO STAY22 THAT AFFILIATE PARTNER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE STAY22 PRODUCTS OR SOLUTION MAY NOT BE USED FOR THE PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. 

STAY22 DIRECT COMPETITORS ARE PROHIBITED FROM USING THE STAY22 PRODUCTS OR SOLUTION, EXCEPT WITH STAY22 PRIOR WRITTEN CONSENT. 

1. Definitions.

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble, in these Affiliate Partner Terms, or in this Section 1 as follows:

1. 1. 1. “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
      2. “Affiliate Partner Data” means any data (other than Aggregated Data and Stay22 Metadata), information, content, records, and files that Affiliate Partner or  Permitted Users loads or enters into, transmits to, or makes available to the Stay22 Solution, including  Personal Information included in such data.
      3. “Affiliate Partner Platforms” means the website(s), mobile application(s), and any other digital asset(s) or property(ies) identified in the applicable Order Form(s) to which the Products will be integrated, and/or that will interact with the Products. This includes web-based platforms, mobile and tablet applications, software programs, digital marketplaces, and any other online or digital environments operated or controlled by the Affiliate Partner as specified in the applicable Order Form(s). 
      4. “Affiliate Partner Platform Users” means any individuals or entities who access, visit, browse, or otherwise interact with the Affiliate Partner Platform, whether registered or unregistered, and regardless of the frequency or duration of interaction.
      5. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority including Privacy Laws.
      6. “Authorized Users” means an employee of Affiliate Partner who Affiliate Partner permits to access and use the Stay22 Products, Stay22 Platform or Documentation pursuant to Affiliate Partner’s License and for the Permitted Use hereunder. 
      7. “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
      8. “Documentation” means Stay22’s user manuals, handbooks, and installation/integration guides and guidelines relating to the Stay22 Products that Stay22 provides or makes available to Affiliate Partner in any form or medium and which describes the functionality, components, features or require.
      9. “Governmental or Regulatory Authority” means any national, provincial, federal, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
      10. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
      11. “License” has the meaning set out in Section 2(a).
      12. “Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 
      13. “Modifications” means modifications, improvements, customizations, patches, bug fixes, Updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
      14. “Order Form” means any ordering document, online registration, online application, pricing page, order description or order confirmation including any product specific terms, supplements, or addenda thereto accepted by Affiliate Partner.
      15. “Permitted Use” has the meaning set out in Section 2(a).
      16. “Permitted Users” means Authorized Users and Affiliate Partner Platform Users.
      17. “Person” means an individual, corporation, unlimited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.
      18. “Personal Information” means information about an identifiable individual that is transferred by any Affiliate Partner or Permitted Users with Stay22 hereunder or that is otherwise Processed by Stay22 in connection with its delivery of the Stay22 Solution to the Affiliate Partner.
      19. “Privacy Laws” means all Applicable Laws relating to the Processing of Personal Information, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (Alberta), the Personal Information Protection Act (British Columbia), and the Act respecting the protection of personal information in the private sector (Québec). 
      20. “Process”, “Processed” or “Processing” means collection, use, modification, retrieval, disclosure, retention, storage, protection, safeguard, deletion or management.
      21. “Stay22 Metadata” means any metadata that is generated by or resulting from the processing of the Affiliate Partner Data and that results from the ordinary course of the operation of the Stay22 Solution but will not include Affiliate Partner’s Confidential Information.
      22. “Stay22 Platform” means Stay22’s proprietary web-based platform which allows Affiliate Partner to have access to information, in a form of a dashboard or otherwise, about the usage, performance and other metrics, as provided from time to time by Stay22, related to the Stay22 Products licensed under this Agreement.
      23. “Stay22 Products” means the Stay22’s proprietary tools, scripts, widgets, application programming interface, software and other products identified in the applicable Order Form for which Affiliate Partner is granted a License hereunder; and (iii) any component or Modification to the foregoing. The term “Stay22 Products” does not include any Third Party Products.
      24. “Stay22 Solution” means (i) Stay22 Products; (ii) Stay22 Platform; (iii) the Documentation; and (iv) any component or Modification of the foregoing. The term “Stay22 Solution” does not include any Third-Party Products.
      25. “Term” has the meaning set out in Section 12(a) of these Affiliate Partner Terms.
      26. “Third Party Licensed Technology” means third party technology that is licensed under separate Affiliate Partner Terms and not under this Agreement, including any third-party APIs, SDKs, content, data, or services. 
      27. “Third Party Products” means Third Party Licensed Technology or any other third-party products (e.g., servers, databases, software libraries, connector modules), algorithms and utility models) provided with or incorporated into the Stay22 Products. 
      28. “Updates” means any update, upgrade, release, or other adaptation of the Stay22 Solution, including any updated Documentation, that Stay22 may provide to Affiliate Partner from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Stay22 Solution. 
      29. “User Account” means the user account for use by an Authorized User. 

1. License Grant. Subject to and conditioned on Affiliate Partner’s compliance with the terms of this Agreement, Stay22 grants Affiliate Partner a revocable, limited, non-exclusive, non-sublicenseable (except to allow access and use by Permitted Users as expressly set forth below), and non-transferable license during the Term to: (i)  access, use and, as applicable, integrate the Stay22 Products in connection with the provision of Affiliate Partner Platforms, as set forth in the applicable Order Form(s), and solely for the purpose of improving the monetization of and user engagement with the Affiliate Partner Platform (the “Permitted Use”); (ii) permit Affiliate Partner Platform Users to access and use the applicable Stay22 Products as integrated with the Affiliate Partner Platform, as set forth in the applicable Order Form(s);  and (iii) permit Affiliate Partner and its Authorized Users to use Stay22 Platform, use the Documentation and make a reasonable number of copies of the Documentation, in each case solely for Affiliate Partner’s internal business purposes in connection with Affiliate Partner’s use of the Stay22 Products for the Permitted Use (collectively, the “License”). Any copies of the Documentation that may be authorized by Stay22 under this Section 2(a): (i) remain Stay22’s exclusive property; and (ii) remain subject to the terms and conditions of this Agreement. 
   
   
2. Use Restrictions. Affiliate Partner will not use the Stay22 Solution for any purposes beyond the scope of the License granted in this Agreement and the Permitted Use. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Affiliate Partner will not at any time, directly or indirectly or permit any Person, including Permitted Users, to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Stay22 Solution or results provided in connection with the Stay22 Solution (except to the extent expressly made available to Affiliate Partner by Stay22 or permitted by Applicable Law notwithstanding this restriction); (ii) write or develop any program based upon the Stay22 Solution or any portion of any of the foregoing, or otherwise use the Stay22 Solution in any manner for the purpose of developing, distributing or making available products or services that compete with the Stay22 Solution; (iii) sell, sublicense (except for Permitted Use pursuant to the License by Authorized Users), transfer, assign, lease, rent, distribute, or grant a security interest in the Stay22 Solution or any rights to any of the foregoing; (iv) permit the Stay22 Solution to be accessed or used by any Persons other than Affiliate Partner and Permitted Users accessing or using the Stay22 Solution in accordance with the Documentation and the Agreement; (v) remove or obscure any proprietary notices or labels on the Stay22 Solution including brand, copyright, trademark and patent or patent pending notices;  (vi) circumvent or otherwise interfere with any authentication or security measures of the Stay22 Solution or otherwise interfere with or disrupt the integrity or performance of the foregoing;; (vii) copy or modify the Stay22 Solution; (viii) access, download or use the Stay22 Solution  for purposes of benchmarking or competitive analysis of such  Stay22 Solution; (ix) access, download or use the Stay22 Solution for the purpose of building a similar or competitive product or service; or (x) use, download or access the Stay22 Solution to create, collect, transmit, store, use or process any Affiliate Partner Data that: (A) Affiliate Partner does not have the lawful right to create, collect, transmit, store, use or process;  (B) violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (xi) otherwise use the Stay22 Solution for any purpose other than the License, Permitted Use or except as expressly permitted hereunder. 
   
   
3. Suspension of Access; Scheduled Downtime; Modifications. Stay22 may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity and without any liability or compensation to the Affiliate Partner, under this Agreement: (i) Suspend Affiliate Partner’s access to or use of the Stay22 Solution or any component of them: (A) for scheduled maintenance; (B) if there is a force majeure event; (C) if Stay22 believes in good faith that Affiliate Partner or any Permitted User has violated any provision of this Agreement; (D) to address any emergency security concerns; (E) if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or (F) for any other reason as provided in this Agreement; (ii) make any Modifications, including Updates, to the Stay22 Solution.
   
   
4. Security Measures. The Stay22 Solution may contain technological measures designed to prevent unauthorized or illegal use of the Stay22 Solution. Affiliate Partner acknowledges and agrees that: (i) Stay22 may use these and other lawful measures to verify Affiliate Partner’s compliance with the terms of this Agreement and enforce Stay22’s rights, including all Intellectual Property Rights, in and to the Stay22 Solution; and (ii) Stay22 may deny any Person access to, or use of, the Stay22 Solution, if Stay22, in its reasonable discretion, believes that Person’s use of the Stay22 Solution would violate any provision of this Agreement, regardless of whether Affiliate Partner designated that Person as an Permitted User.

1. In order for Affiliate Partner to access and use the Stay22 Platform, Stay22 may issue one or more User Accounts to Affiliate Partner. Affiliate Partner will ensure that an Authorized User only accesses the Stay22 Platform through the Authorized User’s assigned User Account. Affiliate Partner will not allow any Authorized User to share a User Account with any other person. Affiliate Partner will promptly notify Stay22 of any actual or suspected unauthorized use of the Stay22 Platform. Stay22 reserves the right to suspend, deactivate, or replace a User Account if it determines that a User Account may have been used for an unauthorized purpose. 
   
   
2. As between Stay22 and Affiliate Partner, Affiliate Partner will be responsible for: (i) interoperation of any Third Party Products or systems with which Affiliate Partner uses the Stay22 Solution; (ii) providing, at its own expense, all network access to the Stay22 Solution, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, install, access and use the Stay22 Products or any other Stay22 Property; (iii) installing and using the Stay22 Solution and any Stay22 Property in accordance with this Agreement and Applicable Laws; (iv) ensuring that only Permitted Users access and use the Stay22 Solution and other any Stay22 Property pursuant to this Agreement; and (v) ensuring that none of the Permitted Users bring or maintain any Claim against Stay22, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Affiliate Partner will be liable for any breach by a Permitted User of this Agreement.  

1. 1. 1. If the Stay22 Solution contains or requires the access to, or use of Third Party Licensed Technology or other Third Party Products, Affiliate Partner will accept and comply with all license terms, terms of use and other policies applicable to such Third Party Licensed Technology. For example, to the extent Affiliate Partner accesses or uses any portion of the Stay22 Solution that integrates with or depends on YouTube API Services, Affiliate Partner acknowledges and agrees that it is bound by the Youtube Terms of Service available at https://www.youtube.com/t/terms. If Affiliate Partner does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then Affiliate Partner should not install, access, or use such Third Party Licensed Technology. 
         
         
      2. Any acquisition by Affiliate Partner of Third Party Products, and any exchange of data between Affiliate Partner and any such provider of Third Party Products is solely between Affiliate Partner and the applicable Third Party Products provider. Stay22 does not warrant or support Third Party Products, even if they are designated by Stay22 as “certified” or otherwise recommended. Stay22 cannot guarantee the continued availability of Third Party Products features and may cease providing them without entitling Affiliate Partner to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Products ceases to make the Third Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Stay22. Stay22 is not responsible for any disclosure, modification or deletion of Affiliate Partner Data resulting from access to Affiliate Partner Data by such Third Party Products or their providers.
         
         
      3. Stay22 may suspend, throttle, or modify access to affected features of the Stay22 Produts, without liability to Affiliate Partner, as reasonably necessary to address non-compliance with this Section 4(a), comply with the third-party provider directives, or manage rate limits or service constraints.

1. Fees. Unless specified otherwise, Stay22 will pay Affiliate Partner the fees set forth in the applicable Order Form(s) (“Fees”). The Fees will be calculated solely based on records maintained by Stay22. Unless otherwise noted in an Order Form, all Fees are identified in U.S. dollars.
   
   
2. Remittance Report. Within thirty (30) days following its withdrawal request for the Fees by Stay22, Affiliate Partner will have access, through the Stay22 Platform, to a remittance report in electronic format with details regarding the Fees, available for download. 
   
   
3. Taxes. The Fees do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, sales, use, gross receipts, GST or HST, personal property, services taxes, consumption taxes or other taxes (collectively “Taxes”). Affiliate Partner will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges on the transactions contemplated in connection with this Agreement, other than Taxes based on the net income or profits of Stay22. 

1. Definitions.  For the purposes of this Agreement, a Party or any of its Affiliates, Affiliate Partners, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Stay22, any of its service providers, licensors or Affiliate Partners that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future Affiliate Partners, suppliers, technology or business, Stay22 Property, this Agreement and where Discloser is Affiliate Partner, Affiliate Partner’s Confidential Information includes Affiliate Partner Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (a) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (b) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (c) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (d) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.  
   
   
2. Confidentiality Covenants.  Recipient hereby agrees that during the Term and at all times following the Term it will:
   1. not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Affiliate Partner, to its Permitted Users, or such other recipients as Stay22 may approve in writing; or (B) if Recipient is Stay22, to its and its Affiliate’s employees, contractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Affiliate Partner may approve in writing, provided that any person described in Section 6(b)(i)(A) or Section 6(b)(i)(B) must have a “need to know” for the purposes of receiving or providing the Stay22 Solution, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
   2. not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement; 
   3. not alter or remove from any Confidential Information of Discloser any proprietary legend; and
   4. maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
      
      
3. Exceptions to Confidentiality.  Notwithstanding Section 6(b), Recipient may disclose Discloser’s Confidential Information: 
   1. only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure; 
   2. to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or 
   3. in the case of Stay22, to: (A) potential assignees, acquirers or successors of Stay22 if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Stay22; (B) to its subcontractors and sub-processors to provide the Stay22 Solution: or (C) as otherwise permitted in this Agreement.
      
      
4. Injunction and other equitable relief.  Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 6 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 6 and to the specific enforcement of the terms of this Section 6 in addition to any other remedy to which Discloser would be entitled. 
   
   
5. Return of Confidential Information.  Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information of the other Party (except for Affiliate Partner Data which is addressed in Section 12(c)) in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, Stay22 may retain any electronically archived Affiliate Partner’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 6. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 6.  

1. Stay22 Property. Affiliate Partner acknowledges that Stay22 owns all right, title, and interest, including all Intellectual Property Rights, in and to the (i) the Stay22 Solution and any New Products;  (ii) anything used, developed or delivered by or on behalf of Stay22 under this Agreement including reports, deliverables, Aggregated Data and Stay22 Metadata; (iii) all other Stay22’s Confidential Information; and (iv) any Modifications to the foregoing (i) to (iii) (collectively “Stay22 Property”). All rights not expressly granted by Stay22 to Affiliate Partner under this Agreement are reserved.
   
   
2. Affiliate Partner Property. Subject to the rights granted in this Section 7, Affiliate Partner retains all right, title and interest including Intellectual Property Rights in and to Affiliate Partner Data and Affiliate Partner Platforms. Affiliate Partner grants to Stay22: 
   1. a nonexclusive, worldwide, limited, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license to access, collect, use, store, transfer, transmit, copy, modify, adapt, display, and otherwise process Affiliate Partner Data, including via any integrations with Affiliate Partner Platform during the Term to: (A) provide the Stay22 Solution; and (B) improve and enhance the Stay22 Solution and Stay22’s other offerings; and 
   2. a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license to access, collect, use, store, transfer, transmit, copy, modify, adapt, display, and otherwise process Affiliate Partner Data to: (A) produce or generate Stay22 Metadata;  and (B) produce or generate data, materials or information, including related to how individual Permitted Users and Affiliate Partner Platform Users interact with the Stay22 Platform including frequency and duration of usage, specific features or functions accessed, Permitted User preferences and patterns of behavior and that: (x) is anonymized; (y) cannot be re-identified by Stay22; and (z) does not contain any Affiliate Partner’s Personal Information, or identify any Affiliate Partners, Affiliate Partner Platform Users or Permitted Users of Affiliate Partner or Affiliate Partner (such data, information and materials, the “Aggregated Data”).  Stay22 may use, store, disclose, transfer, transmit, copy, modify, display and otherwise process the Aggregated Data and Stay22 Metadata for any purpose and without restriction or obligation to Affiliate Partner of any kind. Aggregated Data and Stay22 Metadata are not Affiliate Partner Data and are not Affiliate Partner’s Confidential Information. 
      
      
3. Feedback. To the extent that Affiliate Partner or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Stay22 Solution to Stay22 (“Feedback”), Affiliate Partner acknowledges and agrees that: (i) the Feedback does not contain confidential or proprietary information and Stay22 is not under any obligation of confidentiality with respect to the Feedback; and (ii) Stay22 will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Affiliate Partner for such use.

1. Stay22 and Affiliate Partner will each comply with the Privacy Law obligations applicable to its Processing of Personal Information. 
   
   
2. Stay22 will: 
   1. only use, disclose and otherwise process Personal Information for the purposes of fulfilling Stay22’s obligations and exercising its rights in accordance with the Agreement or as otherwise required or permitted by Applicable Law;  
   2. implement commercially reasonable physical, technical and administrative measures designed to safeguard Personal Information against loss, theft, damage, or unauthorized or unlawful access, use or disclosure;
   3. notify Affiliate Partner as soon as reasonably practicable upon becoming aware of a breach of the security safeguards outlined in Section 8(b)(ii) above that results in the loss, theft, unauthorized access to or disclosure of Affiliate Partner’s Personal Information (“Security Incident”) and provide reasonably requested assistance to Affiliate Partner in responding to the Security Incident; 
   4. where it provides Affiliate Partner’s Personal Information to a third party (including any sub-processors), enter into a written agreement with each such third party that enables Stay22 to comply with its obligations under this Section 8; and
   5. upon the termination of this Agreement, Stay22 will comply with the retention and destruction requirements set out in Section 12(c) of these Affiliate Partner Terms. 
      
      
3. Affiliate Partner understands that Personal Information, including the Personal Information of Affiliate Partner Platform Users, will be Processed in accordance with Stay22’s privacy policy located at stay22.com/privacy (the “Privacy Policy”). Stay22 may, without Affiliate Partner’s consent, revise its Privacy Policy from time to time, as required by Privacy Laws and as Stay22 determines is necessary to adequately inform individuals of its Personal Information Processing practices. As between Stay22 and Affiliate Partner, Affiliate Partner will be responsible for providing all required notices and obtaining all necessary consents, and otherwise having all necessary authority to permit Stay22 to perform its obligations and exercise its rights in connection with the Processing of Personal Information under this Agreement, including to provide the Stay22 Solution in compliance with Applicable Laws and to Process Personal Information as described in the Privacy Policy.

1. 1. 1. Warranties.  Affiliate Partner represents, warrants, and covenants to Stay22 that: (i) Affiliate Partner has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Affiliate Partner Data (including Affiliate Partner’s and Permitted Users’ Personal Information), for Stay22 to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including Privacy Laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Stay22 immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon; and (ii) Affiliate Partner will comply with Sections 2(b), 8(c), and 13(i).
      2. DISCLAIMERS. STAY22 DOES NOT WARRANT THAT THE STAY22 SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE STAY22 SOLUTION EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE STAY22 SOLUTION (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY STAY22 TO AFFILIATE PARTNER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN AFFILIATE PARTNER AND THE THIRD PARTY.
         
         TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, STAY22 HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, STAY22 EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO AFFILIATE PARTNER IN CONNECTION WITH AFFILIATE PARTNER’S USE OF THE STAY22 SOLUTION (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY AFFILIATE PARTNER FOR ANY PURPOSE WHATSOEVER.
         
         FURTHER AND WITHOUT LIMITING THE FOREGOING, AFFILIATE PARTNER UNDERSTANDS THAT THE NATURE OF AI IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, AFFILIATE PARTNER AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS PERMITTED USERS TO INDEPENDENTLY VALIDATE THE RESULTS OF STAY22 SOLUTION AND APPLICABLE STAY22 SOLUTION BEFORE RELYING ON SUCH RESULTS. ALL ARTIFICIAL INTELLIGENCE TOOLS, INCLUDING THE STAY22 SOLUTION, MAY CONTAIN ERRORS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR ADVICE.

10. Indemnity.

Affiliate Partner will indemnify, defend and hold harmless Stay22’s, its affiliates, and their respective employees, officers, directors, agents, contractors, successors, and assigns (each, a “Stay22 Indemnitee”) from and against any Losses incurred by a Stay22 Indemnitee resulting from any Claim by a third party that arise from or relate to: (i) Affiliate Partner Data; (ii) Affiliate Partner Platform; (iii) relationship with Affiliate Partner Platform Users; (iii) Affiliate Partner’s business operations or Affiliate Partner’s or any Third Party Products; (iv) use of the Stay22 Solution or Documentation in a manner not authorized or contemplated by this Agreement; (v) use of the Stay22 Solution in combination with data, software, hardware, equipment, or technology not provided by Stay22 or authorized by Stay22 in writing; (vi) Affiliate Partner’s breach of Sections 2(b), 3(a), 9(a) or 13(i); or (vi) Modifications to the Stay22 Solution by Affiliate Partner or Permitted Users.  Affiliate Partner will promptly take control of the defense and investigation of such Claim (although the Affiliate Partner will not settle any Claim without Stay22 prior written consent and Affiliate Partner will employ counsel of its choice to handle and defend the same, at Affiliate Partner’s sole cost and expense. Stay22 may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy: 

1. 1. 1. AMOUNT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF STAY22 IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY STAY22 TO AFFILIATE PARTNER IN THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL STAY22’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OR IN ANY WAY CONNECTED TO THIS AGREEMENT. 
         
         
      2. TYPE.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL STAY22 BE LIABLE TO AFFILIATE PARTNER OR ANY PERMITTED USER FOR (I) ANY CONSEQUENTIAL DAMAGES SUCH AS LOST OR LOSS OF (A) SAVINGS, (B) PROFIT OR REVENUE, (C) BUSINESS, (D) AFFILIATE PARTNERS, (E) DATA, (F) USE, OR (G) GOODWILL; (II) BUSINESS INTERRUPTION; (III) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (V) PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

1. Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated (collectively, the “Term”).
   
   
2. Termination. 
   1. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events: (A) the other Party breaches or defaults on any of the material terms or conditions of this Agreement and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (B) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (C) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
   2. Notwithstanding the foregoing, Stay22 may terminate this Agreement immediately upon notice to Affiliate Partner: (A) if Affiliate Partner breaches Sections 2(a), 2(b), 3, 6(b), 6(c), 10 or 13(i); (B) as otherwise permitted in this Agreement; (C) if Stay22’s s relationship with a third-party service provider that provides software or other technology that it uses to provide the Stay22 Solution terminates or requires Stay22 to change the way it provides the Stay22 Solution; or (D) in order to comply with Applicable Law or requests from Governmental or Regulatory Authority. 
   3. If this Agreement is terminated by Stay22 pursuant to Section 12(b), all Fees due by Stay22 to Affiliate Partner that have not been paid to Affiliate Partner at the date of termination will be forfeited.
      
      
3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement: (i) no new Order Forms may be agreed between the parties and all Order Forms will also terminate; and (ii) the License will also terminate, and, without limiting Affiliate Partner’s obligations under Sections 2 and 6, Affiliate Partner will immediately cease (and ensure that all Permitted Users immediately cease) using and delete, destroy, or return all copies of the Stay22 Solution any other applicable Stay22 Property and certify in writing to the Stay22 that the Stay22 Products and Documentation has been deleted or destroyed. Except as provided in Section 12(b)(iii), the expiry or the termination of this Agreement does not waive Stay22’s obligation to pay any Fees that were due to Affiliate Partner prior to the expiry or termination of the Agreement. 
   
   
4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination, or which contemplates performance or observance subsequent to termination of this Agreement, will survive termination or expiry of this Agreement or any reason: this 12(d) and 1 (Definitions), Section 2(b) (Use Restrictions), 6 (Confidential Information), 7 (Intellectual Property Ownership; Feedback), Section 9 (Warranties and Disclaimers), 10 (Indemnities), 11 (Limitations of Liability), and 13 (Miscellaneous). 
   
   
5. Waiver. The Parties hereby waive the application of sections 2125, 2126 and 2129 of the Code civil du Québec regarding termination rights and indemnity.

1. 1. 1. Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Affiliate Partner, including those appearing in or mentioned in an Order Form as the case may be, or in Affiliate Partner’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Stay22 Solution; and (ii) do not override or form a part of this Agreement (including any Order Form). 
         
         
      2. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: 
         1. if to Stay22, to:
            
            Stay22 Technologies Inc.
            Attention: Chief Commercial Officer
            Email: frederic@stay22.com
            
            and
            
            
         2. if to Affiliate Partner, to the current postal or email address that Stay22 has on file with respect to Affiliate Partner. Stay22 may change its contact information by posting the new contact information on  Stay22’s website or by giving notice thereof to Affiliate Partner. Affiliate Partner is responsible for keeping its contact information on file with Stay22 current at all times during the Term.
            
            
      3. Customer list. Stay22 may identify Affiliate Partner by name and logo as a Stay22 customer on Stay22’s website and on other promotional materials. Any goodwill arising from the use of Affiliate Partner’s name and logo will inure to the benefit of Licensee. Affiliate Partner may withdraw its consent to such use of its name and logo at any time and in such case, Stay22 will use reasonable efforts to remove the name, logos and trademarks from its website and in the next printing of any printing materials. 
         
         
      4. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, excepted as restricted by applicable laws, Stay22 may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by giving Affiliate Partner 30 days prior notice of such Amendment or posting notice of such Amendment on its website. Unless otherwise indicated by Stay22, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Affiliate Partner or is posted on Stay22’s website (whichever is earlier). 
         
         
      5. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
         
         
      6. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
         
         
      7. Independent Contractors. Stay22’s relationship to Affiliate Partner is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
         
         
      8. Governing Law and Attornment.  This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Montreal, Quebec Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Stay22 may seek remedies with respect to a violation of Stay22’s Intellectual Property Rights or Section 6 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
         
         
      9. Assignment. Affiliate Partner will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Stay22. Any purported assignment or delegation by Affiliate Partner to any third party in violation of this Section will be null and void. Stay22 may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Affiliate Partner. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
         
         
      10. Export Restrictions. Affiliate Partner will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the Stay22 Property. Stay22 makes no representation or warranty that the Stay22 Property may be exported without Affiliate Partner first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained. 
          
          
      11. Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. 
          
          
      12. Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto, other than Stay22’s licensors and the Stay Indemnitees identified in Section 10 or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement. 
          
          
      13. Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (i) these Terms of Service (ii) the applicable Order Form; and (iii) the Documentation.