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Master Subscription Terms

Legal terms incorporated by reference into each Reactiv Subscription Agreement

Version: 1.0 Effective date: September 3, 2026

These Master Subscription Terms govern each Reactiv Subscription Agreement that incorporates them by reference. They are the legal body of that Agreement. The commercial terms for a given customer are set out in the Order Form (Schedule A) signed by that customer.

Reactiv keeps every superseded version of these Master Subscription Terms available at this location. A customer's Agreement is governed by the version recorded in Schedule A, Section 1 of that Agreement.

Reactiv Technologies Inc. is a corporation incorporated under the laws of Canada ("Reactiv"). Reactiv is a technology partner of Shopify Inc. ("Shopify") and operates a commerce-enablement platform that integrates with Customer's Shopify store. The Services use Shopify data (including product catalogue, customer, order, and checkout data) that Customer authorizes Reactiv to access in order to deliver branded mobile applications, Apple App Clips, push notifications, and related native and web experiences to Customer's End Users. Reactiv is not Shopify, is not an agent of Shopify, and Customer's relationship with Shopify is governed by Customer's separate agreement with Shopify.

The italicized summaries at the start of each section are provided for convenience only and are not legally binding. The numbered provisions that follow each summary govern in all cases.

1. Definitions​

In plain language: The key words used throughout these terms and what they mean.

Capitalized terms used in the Agreement have the meanings set out below or where otherwise defined in the Agreement or in Schedule A.

  • "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means ownership of more than fifty percent (50%) of the outstanding voting securities or equivalent equity interests.
  • "Agreement" means the Reactiv Subscription Agreement between Reactiv and Customer, including its cover page, Schedule A (Order Form), these Master Subscription Terms, the DPA, the SLA, and each Statement of Work that references it.
  • "Authorized User" means an employee, contractor, or agent of Customer or its Affiliates who is authorized by Customer to use the Services on Customer's behalf and whose access is enabled through Customer's account.
  • "Confidential Information" has the meaning given in Section 8.
  • "Connected Platforms" means Shopify and any other third-party e-commerce, marketing, analytics, payment, messaging, or data platforms that Customer elects to connect to the Services.
  • "Customer Data" means any data, content, or information that is (a) submitted to, uploaded to, transmitted through, or generated in the Services by or on behalf of Customer, its Authorized Users, or its End Users; or (b) accessed, retrieved, or received by Reactiv from a Connected Platform (including Shopify Data) pursuant to Customer's authorization. Customer Data includes Personal Information to the extent contained within the foregoing.
  • "Documentation" means the then-current technical and user documentation Reactiv makes generally available for the Services, including the material published at docs.reactivapp.com.
  • "DPA" means the Reactiv Data Processing Addendum.
  • "End User" means an individual who accesses or uses a mobile application, Apple App Clip, or other experience that Customer delivers through the Services.
  • "Fees" means the subscription fees, implementation fees, and other amounts payable by Customer as set out in Schedule A or in any Statement of Work.
  • "Order Form" means Schedule A to the Agreement and any subsequent ordering document executed by the Parties that references the Agreement, each of which is incorporated into and forms part of the Agreement.
  • "Personal Information" has the meaning given to "personal information", "personal data", or the equivalent term in the applicable privacy law, and is further defined in the DPA.
  • "Services" means the Reactiv subscription platform and related products, including Reactiv Core, Reactiv Plus, branded mobile applications (iOS and Android), Apple App Clips (each a "Reactiv Clip"), push notifications, in-store and omnichannel experiences, checkout and order flows that use Shopify, APIs, and any other features or services identified in an Order Form, together with any updates, upgrades, and related maintenance and support provided by Reactiv.
  • "Shopify Data" means data and content that Reactiv accesses, receives, or retrieves from Customer's Shopify store(s) pursuant to Customer's authorization, including product catalogue, inventory, pricing, customer records, order information, checkout data, and associated metadata.
  • "SLA" means the Reactiv Service Level Agreement.
  • "Statement of Work" or "SOW" means a separately executed statement of work between the Parties that describes professional or implementation services to be performed by Reactiv, and that references and is governed by the Agreement.
  • "Subscription Term" means the period during which Customer is entitled to use the Services, comprising the Initial Term and any Renewal Term(s) specified in the Order Form.

2. The Services​

In plain language: What Reactiv delivers, a commerce-enablement platform that sits within Customer's Shopify ecosystem to power mobile apps, App Clips, and related experiences, and how it is delivered.

2.1 Provision of Services​

Subject to Customer's compliance with the Agreement and payment of all Fees, Reactiv grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes and for the benefit of Customer's End Users, in accordance with the Agreement, the Order Form, and the Documentation.

2.2 Nature of the Services​

The Services are a commerce-enablement platform that integrates with Customer's Shopify store and, as configured in the applicable Order Form, enables Customer to: (a) deliver branded mobile applications and Apple App Clips to End Users; (b) use Shopify Data to power End User experiences; (c) route transactions through Customer's Shopify checkout (including Shop Pay, Apple Pay, and other payment methods supported by Shopify); (d) identify End Users and deliver personalized experiences, push notifications, and re-engagement messaging; and (e) configure in-store, event, and other omnichannel entry points into these experiences. Reactiv does not operate as a payment processor, payment facilitator, or merchant of record.

2.3 Connection to Shopify and Other Connected Platforms​

Customer authorizes Reactiv to connect to, access, and interoperate with Customer's Shopify store(s) and any other Connected Platforms that Customer elects to integrate with the Services. Customer represents and warrants that it has the right and authority to grant this authorization and that the grant does not violate Customer's agreements with Shopify or any other Connected Platform provider. Customer is responsible for maintaining its accounts and good standing with Shopify and any other Connected Platform.

2.4 Implementation, Professional Services, and Changes​

Any implementation, configuration, custom development, or other professional services will be described in a separately executed Statement of Work setting out scope, deliverables, acceptance criteria, timeline, and fees. In the event of a conflict between a Statement of Work and these Master Subscription Terms, the Statement of Work controls solely with respect to its subject matter and solely to the extent expressly stated. Changes to SOW scope or requests beyond the standard Plan inclusions must be documented in a written change order signed by both Parties.

3. Customer Accounts and Use Restrictions​

In plain language: Customer is responsible for its accounts and logins, and there are some things Customer is not allowed to do with the Services.

3.1 Account Security and Authorized Users​

Customer is responsible for: (a) maintaining the confidentiality of all account credentials; (b) all activity that occurs under its accounts and those of its Authorized Users; and (c) promptly notifying Reactiv of any unauthorized use. Customer may permit Authorized Users to access the Services subject to the Agreement and any usage limits in the Order Form. Customer is responsible for the acts and omissions of its Authorized Users and End Users as if they were Customer's own.

3.2 Acceptable Use​

Customer will not, and will not permit any Authorized User, End User, or other third party to:

(a) use the Services to build a competitive product or service, or to benchmark or copy the features or interfaces of the Services;

(b) use the Services to store, transmit, or process any regulated data, including protected health information, payment card data outside of Reactiv's supported flows, biometric identifiers, or government-classified information, except as expressly agreed in writing by Reactiv;

(c) resell, sublicense, rent, or otherwise commercially exploit the Services except as permitted by the Agreement;

(d) reverse engineer, decompile, or disassemble the Services, or attempt to derive their source code, except to the extent that restriction is prohibited by applicable law;

(e) use the Services in violation of applicable law, or to transmit content that is unlawful, infringing, defamatory, or harmful, or that contains malicious code;

(f) interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to the Services or their related systems; or

(g) remove, obscure, or alter any proprietary notice in the Services or the Documentation.

3.3 Platform Program Requirements​

Customer acknowledges that the Services depend on Shopify, the Apple App Store, the Apple App Clip program, and the Google Play Store. Customer is responsible for maintaining any required developer, merchant, or partner accounts, complying with all applicable platform policies, and maintaining good standing with each such platform. Reactiv's obligations under the Agreement are conditional on Customer's continued good standing with such platforms.

4. Fees, Taxes, and Payment​

In plain language: How Customer pays, covering amounts, billing cadence, taxes, late payment, and refunds.

4.1 Fees​

Customer will pay all Fees set out in the Order Form and any applicable Statement of Work, without deduction or set-off. Unless otherwise specified in the Order Form, Fees are stated in Canadian dollars (CAD) and are exclusive of all Taxes.

4.2 Billing and Payment Terms​

Unless otherwise stated in the Order Form, subscription Fees are billed in advance on a monthly basis and are due on receipt of invoice. Customer will provide and maintain current and complete billing information and will authorize payment in accordance with the billing method specified in the Order Form.

4.3 Taxes​

"Taxes" means all applicable federal, provincial, state, local, or other governmental sales, goods and services, harmonized, value-added, use, excise, or similar taxes, duties, and assessments, excluding only taxes on Reactiv's net income. Customer is responsible for all Taxes associated with its purchase of the Services. If Reactiv has the legal obligation to collect or pay Taxes for which Customer is responsible, Reactiv will invoice Customer and Customer will pay that amount unless Customer provides a valid tax exemption certificate. All payments will be made free of withholding taxes; if any deduction is required by law, Customer will gross up the payment accordingly.

4.4 Late Payments​

Any Fees not paid when due will accrue interest at the lesser of 1.5% per month (19.56% per annum) or the maximum rate permitted by applicable law. Customer will reimburse Reactiv for all reasonable costs of collection, including legal fees.

4.5 Fee Changes and Refund Policy​

Reactiv may increase Fees upon renewal by providing at least thirty (30) days' written notice prior to the end of the then-current Term. Except as expressly provided in the Agreement, all Fees are non-refundable. Customer must notify Reactiv of any good-faith invoice dispute within fifteen (15) days of the invoice date; undisputed portions remain payable by the due date.

5. Term, Renewal, and Termination​

In plain language: How long the Agreement lasts, how it renews, and when either Party can end it.

5.1 Term and Renewal​

The Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated (the "Term"). Unless otherwise specified in the Order Form, the Subscription Term will automatically renew for successive one (1) month periods following the Initial Term, unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

5.2 Termination for Cause​

Either Party may terminate the Agreement or any affected Order Form for cause upon written notice if the other Party: (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice, or within ten (10) days in the case of non-payment; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it any bankruptcy or similar proceeding, or ceases to carry on business in the ordinary course.

5.3 Termination for Convenience​

Either Party may terminate the Agreement or any Order Form for convenience upon ninety (90) days' prior written notice.

5.4 Effect of Termination​

Upon termination or expiration: (a) Customer's right to access the Services immediately ceases; (b) all unpaid Fees for the balance of the then-current Subscription Term become immediately due and payable, except in the case of termination by Customer for Reactiv's uncured material breach, in which case Reactiv will refund prepaid Fees allocable to periods after termination; (c) each Party will return or destroy the other's Confidential Information; and (d) the provisions that by their nature are intended to survive will survive, as set out in Section 16.6.

5.5 Data Retrieval​

For thirty (30) days following termination, Reactiv will, upon Customer's written request, make Customer Data available for export in a commercially reasonable format. After such period, Reactiv may delete or anonymize Customer Data in accordance with the DPA and its retention policies, except as required by law.

6. Customer Data and Privacy​

In plain language: Customer owns its data, including the Shopify data Reactiv accesses on Customer's behalf. Reactiv uses that data only to provide the Services and follows applicable privacy laws.

6.1 Ownership of Customer Data​

As between the Parties, Customer retains all right, title, and interest in Customer Data, including Shopify Data. Customer grants Reactiv a non-exclusive, worldwide, royalty-free right and license to use Customer Data (a) as necessary to provide, maintain, secure, and improve the Services; (b) to comply with applicable law; and (c) to enforce the Agreement.

6.2 Shopify Data and Data Flow​

Customer acknowledges that Reactiv will access and receive Shopify Data from Customer's Shopify store(s) pursuant to Customer's authorization. Customer is the controller of Shopify Data, and Reactiv processes it as a processor acting on Customer's documented instructions, as further described in the DPA. Customer is responsible for ensuring compliance with applicable law, its privacy policy, and its agreement with Shopify.

6.3 Customer Responsibility​

Customer represents and warrants that: (a) it has all necessary rights, consents, and lawful bases to provide Customer Data to Reactiv; (b) Customer's privacy policy permits the processing of Personal Information by Reactiv as contemplated by the Services; (c) Customer Data will not infringe any third-party rights or applicable law; and (d) Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.

6.4 Privacy and Data Protection​

Each Party will comply with all applicable privacy and data protection laws, including, to the extent applicable, PIPEDA, Quebec Law 25, the EU GDPR, the UK GDPR, and the CCPA. The DPA is incorporated into and forms part of the Agreement without further signature, and controls in the event of a conflict with respect to the processing of Personal Information. Where the DPA requires the Standard Contractual Clauses, each Party is deemed to have signed them as set out in the DPA.

6.5 Aggregated Data; No Model Training​

Reactiv may use aggregated or de-identified data derived from the Services for its legitimate business purposes, provided that such data does not identify Customer, any Authorized User, or any End User. Reactiv will not use Customer Data to train any generalized machine-learning or AI model made available to third parties outside of the Services.

6.6 Security​

Reactiv will maintain the administrative, physical, and technical safeguards described in the Reactiv Security Overview and in Annex 4 of the DPA. Reactiv will not materially reduce those safeguards during the Subscription Term. In the event of a confirmed security incident involving unauthorized access to Customer Data, Reactiv will notify Customer without undue delay and cooperate reasonably in Customer's investigation and response, as further set out in Section 8 of the DPA.

7. Intellectual Property​

In plain language: Reactiv owns the Services. Customer owns its data and its brand. Feedback becomes Reactiv's to use.

7.1 Reactiv Intellectual Property​

As between the Parties, Reactiv and its licensors own all right, title, and interest in and to the Services, the Documentation, and all underlying software, technology, designs, and intellectual property rights therein, including all modifications, improvements, and derivative works. No rights or licenses are granted to Customer except as expressly set out in the Agreement, and no rights are granted by implication or estoppel.

7.2 Customer Marks​

Customer grants Reactiv a non-exclusive, worldwide, royalty-free license during the Subscription Term to use Customer's trademarks, logos, and trade names solely as necessary to provide the Services and, subject to Customer's reasonable guidelines, to identify Customer as a customer of Reactiv in marketing and customer lists.

7.3 Customer Applications and Content​

As between the Parties, Customer owns the content, branding, product information, and other materials it supplies for use in its branded mobile applications and Apple App Clips. Reactiv's ownership under Section 7.1 extends to the platform, software, and reusable components that generate and operate those applications, and not to Customer's content or branding.

7.4 Feedback​

Any suggestions, comments, or other feedback Customer provides regarding the Services may be freely used by Reactiv without compensation, attribution, or confidentiality obligation. This Section does not grant Reactiv any right in Customer Data or Customer's Confidential Information.

8. Confidentiality​

In plain language: Each Party protects the other's confidential information and uses it only as permitted by the Agreement.

8.1 Definition​

"Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that should reasonably be understood to be confidential. Reactiv's Confidential Information includes the Services (including non-public features, performance data, and security practices), pricing, and the Documentation. Customer's Confidential Information includes Customer Data.

8.2 Obligations​

The Receiving Party will: (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under the Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and in no event less than reasonable care; and (c) limit access to those with a need to know who are bound by written confidentiality obligations at least as protective as this Section 8.

8.3 Exclusions​

Confidential Information excludes information that the Receiving Party can demonstrate: (a) was rightfully in its possession before receipt; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

8.4 Compelled Disclosure and Return​

The Receiving Party may disclose Confidential Information as required by law, provided it gives the Disclosing Party prompt prior notice and reasonable cooperation where legally permitted. Upon termination or upon request, the Receiving Party will return or destroy all Confidential Information, except to the extent retention is required by law or by automated backup systems.

8.5 Existing Non-Disclosure Agreements​

If the Parties have an existing non-disclosure agreement covering the same subject matter, this Section 8 governs Confidential Information exchanged in connection with the Services, and the existing agreement continues to govern any other exchanges.

9. Warranties and Disclaimers​

In plain language: Reactiv will perform the Services professionally. Beyond that, the Services are provided as-is.

9.1 Mutual Warranties​

Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform the Agreement; (b) the Agreement is a valid and binding obligation; and (c) its performance will not conflict with any other agreement to which it is a party.

9.2 Reactiv Services Warranty​

Reactiv warrants that during the Subscription Term: (a) the Services will perform materially in accordance with the Documentation; and (b) Reactiv will perform any professional services in a professional and workmanlike manner. Customer's sole remedy for breach of this warranty is for Reactiv to correct the non-conforming Services or re-perform the affected services. If Reactiv cannot correct the non-conformity within a reasonable time, Customer may terminate the affected Order Form and receive a refund of prepaid Fees allocable to the non-conforming period.

9.3 Disclaimer​

EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND REACTIV DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REACTIV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. THE AVAILABILITY COMMITMENTS IN THE SLA ARE THE ONLY UPTIME COMMITMENTS REACTIV MAKES. ANY BETA, PREVIEW, OR EARLY-ACCESS FEATURE IS PROVIDED WITHOUT WARRANTY OF ANY KIND AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME.

10. Limitation of Liability​

In plain language: There is a cap on how much either Party can owe the other, and neither is liable for indirect damages, subject to a few carve-outs.

10.1 Exclusion of Indirect Damages​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Direct Damages​

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exclusions from Cap​

The limitations in Sections 10.1 and 10.2 do not apply to: (a) Customer's obligation to pay Fees; (b) either Party's indemnification obligations under Section 11; (c) either Party's breach of Section 8 (Confidentiality); (d) Customer's breach of Section 3.2 (Acceptable Use) or Section 7 (Intellectual Property); (e) fraud, gross negligence, or willful misconduct; or (f) any liability that cannot be limited under applicable law. The limitations in this Section 10 are an essential basis of the bargain and apply even if any limited remedy fails of its essential purpose.

11. Indemnification​

In plain language: Reactiv defends Customer against IP claims about the Services. Customer defends Reactiv against claims about Customer's use and data.

11.1 Indemnification by Reactiv​

Reactiv will defend Customer against any third-party claim alleging that Customer's use of the Services in accordance with the Agreement infringes any copyright, trademark, or trade secret or a validly issued patent in Canada or the United States, and will indemnify Customer for any damages finally awarded or agreed to in settlement.

Reactiv's obligations do not apply to claims arising from: (a) Customer Data; (b) modification of the Services by anyone other than Reactiv; (c) combination of the Services with products not provided by Reactiv where the claim would not have arisen but for such combination; or (d) use of the Services other than in accordance with the Agreement. If the Services become subject to an infringement claim, Reactiv may: (i) procure the right to continue using the Services; (ii) modify or replace them with substantially equivalent functionality; or (iii) if neither is commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the post-termination period. This states Reactiv's entire liability for IP infringement.

11.2 Indemnification by Customer​

Customer will defend and indemnify Reactiv against any third-party claim arising from: (a) Customer's breach of Section 3.2 (Acceptable Use), Section 6.3 (Customer Responsibility), or Section 7.2 (Customer Marks); (b) Customer Data, including any allegation that Customer Data infringes a third-party right or was collected or used unlawfully; or (c) Customer's products, services, or business, including any claim by an End User against Reactiv relating to a Customer transaction.

11.3 Process​

The indemnified Party will: (a) promptly notify the indemnifying Party in writing; (b) grant the indemnifying Party sole control of the defense and settlement, except that settlement may not require the indemnified Party to admit fault or pay unreimbursed amounts without consent; and (c) provide reasonable cooperation at the indemnifying Party's expense.

12. Service Levels and Support​

In plain language: Availability targets and support response times are published in the SLA and form part of the Agreement.

Reactiv will provide support and will meet the availability targets, incident severity definitions, response times, and recovery objectives set out in the SLA. The SLA is incorporated into and forms part of the Agreement. Service credits and other financial remedies apply only to the extent expressly set out in Schedule A, Section 5. Reactiv may update the SLA from time to time, and Section 16.2 applies to any update that is materially adverse to Customer.

13. Suspension of Services​

In plain language: When Reactiv can pause the Services.

Reactiv may suspend Customer's access to the Services, in whole or in part, immediately upon notice if: (a) Customer fails to pay any undisputed Fees when due and the failure continues for more than ten (10) days after notice; (b) Reactiv reasonably believes Customer's use poses a security risk or may subject Reactiv to liability; or (c) Customer is in material breach of Section 3.2 (Acceptable Use). Reactiv will limit any suspension to what is reasonably necessary and will use commercially reasonable efforts to restore the Services following resolution. Suspension does not relieve Customer of its payment obligations.

14. Connected Platforms and Third-Party Services​

In plain language: The Services depend on Shopify and other third-party platforms, which are outside Reactiv's control.

Customer acknowledges that: (a) the availability, performance, features, pricing, and policies of Shopify, Apple, Google, and other Connected Platforms are outside Reactiv's control; (b) those providers may at any time modify, deprecate, suspend, or discontinue their APIs, features, or accounts; and (c) App Store providers may modify or withdraw approval of any application or App Clip.

Reactiv does not endorse and is not responsible for any Connected Platform or other third-party service that Customer elects to use with the Services, and Customer's use of any such service is governed by its own agreement with that provider. Reactiv will use commercially reasonable efforts to maintain compatibility with then-current Shopify and App Store requirements, but will not be liable for any failure caused by a Connected Platform or third-party service. If a change by Shopify or another Connected Platform materially and adversely affects Reactiv's ability to provide the Services for thirty (30) or more consecutive days, either Party may terminate the affected Order Form on written notice and Reactiv will refund prepaid Fees for the post-termination period.

15. Governing Law and Dispute Resolution​

In plain language: The Agreement is governed by Ontario law and disputes are resolved in Ontario courts.

15.1 Governing Law​

The Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Jurisdiction and Informal Resolution​

The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto. Before initiating formal proceedings, the Parties will attempt in good faith to resolve any dispute through discussions between senior executives for thirty (30) days. Nothing prevents either Party from seeking injunctive or equitable relief to protect Confidential Information or intellectual property rights. Disputes under the Agreement are not subject to arbitration, and no class-action waiver applies.

15.3 Language​

The Parties confirm that they have required the Agreement to be drawn up in the English language. Les parties confirment qu'elles ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

16. General Provisions​

In plain language: Standard closing provisions.

16.1 Entire Agreement and Order of Precedence​

The Agreement, together with all Order Forms, Statements of Work, and any addenda, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior discussions, proposals, and understandings. The Reactiv Terms of Service govern self-service access to Reactiv products and do not apply to Customer's use of the Services under the Agreement. No pre-printed or referenced terms on a Customer purchase order, vendor portal, or similar document apply, whether or not Reactiv signs or acknowledges that document. In the event of a conflict: (a) an addendum executed by both Parties controls; (b) the DPA controls with respect to the processing of Personal Information; (c) the Order Form controls for commercial terms; (d) a Statement of Work controls for its subject matter and only to the extent expressly stated; (e) the SLA controls for availability, incident response, and support; and (f) these Master Subscription Terms apply otherwise.

16.2 Modifications​

Reactiv may publish a new version of these Master Subscription Terms, the DPA, or the SLA from time to time. The version of these Master Subscription Terms recorded in Schedule A, Section 1 of Customer's Agreement is the version that governs that Agreement. For any change to these Master Subscription Terms, the DPA, or the SLA that is materially adverse to Customer, Reactiv will provide at least thirty (30) days' prior written notice and the new version will take effect for Customer at the start of Customer's next Renewal Term. Changes required by law, security, or a Connected Platform provider may be implemented immediately on notice. Commercial terms in an Order Form may be modified only by written amendment signed by both Parties. Reactiv will keep each superseded version available at this location.

16.3 Notices​

Notices must be in writing and delivered by personal delivery, overnight courier, or email, with a copy by courier for material legal notices. Notices are sent to the addresses set out in Schedule A, Section 1. Operational notices may be delivered by email or by posting within the Services.

16.4 Assignment​

Either Party may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, on written notice to the other Party. Any other assignment requires the other Party's prior written consent. The Agreement binds and benefits each Party's permitted successors and assigns.

16.5 Force Majeure​

Neither Party is liable for any delay or failure in performance, other than an obligation to pay amounts due, caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labour disruption, government action, internet or utility failure, or the failure of a Connected Platform. The affected Party will notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form by written notice.

16.6 Survival​

The following survive termination or expiration: Sections 1, 4 (accrued amounts), 5.4, 5.5, 6, 7, 8, 9.3, 10, 11, 15, and 16.

16.7 Additional General Provisions​

The Parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, or employment relationship. The Agreement is for the sole benefit of the Parties and their permitted successors and assigns and confers no third-party rights. The Agreement may be executed in counterparts, including by electronic signature (DocuSign, Adobe Sign, or similar), each of which is deemed an original, and each Party consents to receiving notices and transacting electronically. No failure or delay in exercising a right operates as a waiver of it, and any waiver must be in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in effect. Each Party will comply with all applicable export control and economic sanctions laws, including those of Canada, the United States, the United Kingdom, and the European Union, and Customer will not make the Services available to any embargoed jurisdiction or restricted party.

Version History​

v1.0, effective September 3, 2026. Initial publication. Sections 1 to 16 moved out of the signed Subscription Agreement and published here. Terms of Service cross-references replaced with standalone provisions, and the Terms of Service no longer apply to subscription customers (16.1). Definitions for Affiliate, Services, and Statement of Work corrected. DPA confirmed as self-executing (6.4). SLA incorporated rather than disclaimed (12). Arbitration and class-action waiver expressly excluded (15.2).

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