More Rewards Terms and Conditions

TERMS & CONDITIONS FOR MORE REWARDS PROGRAM PARTNER PARTICIPATION – REWARDBANK ®†

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

a. “Contract Year” means the 12-month period commencing after the Program Start Date.
b. “Eligible Point Recipients” means Program Partner’s customers who are enrolled in the Program as members of the Program (“Members”)
and/or Employees and business associates of Program Partner and Program Partner’s Canadian affiliates who are Members of the Program in connection with an Approved Incentive and Motivation program supporting the execution of the Program Partner customer program.
c. “License” means a non-exclusive license to issue Points in the Program.
d. “Members” means the Program Partner’s customers who are enrolled in the Program as members of the Program.
e. “More Rewards” means Pattison Food Group Ltd.
f. “PFG” means Pattison Food Group Ltd.
g. “Points” means More Rewards Points.
h. “PPA” means Program Participation Agreement.
i. “Program” means the More Rewards customer loyalty program.
j. “Qualifying Activity” means any activity that fulfills the terms of an Approved Offer and falls completely within the Territory, Industry, Category, and Program Type.
k. “RB” means the on-line Points issuance platform, RMG Loyalty Application and/or RewardBANK, used solely for the purpose of notifying PFG and RMG of Program Partner’s issuance of Points.
l. “RMG” means Retail Media Group Inc., o/a “RMG Loyalty”.
m. “Term” means the period that commences on the Effective Date and continues until the PPA is terminated or ends in accordance with the provisions of this PPA and includes both the Initial Term and any Renewal Terms, if applicable, as outlined in Section 12.

All capitalized terms not otherwise defined in herein shall have the meaning given to them in the PPA.

2. LICENSE TO ISSUE MORE REWARDS POINTS

The Program Partner is hereby granted a non-exclusive license to issue Points  (the “License”) in the Program, commencing on the Program Start Date, on the terms and conditions contained in the PPA, these Terms and Conditions and the attached schedules and appendices, as may be amended from time to time by the parties. The Program Partner may not assign, transfer, sub-license, mortgage or otherwise encumber the License or any of its rights thereunder without the prior written consent of RMG, the authorized agent for PFG with respect to the Program. PFG may assign the License without notice to or consent of Program Partner. Unless otherwise indicated explicitly in the PPA or any amendment agreement thereto, nothing shall prevent PFG or RMG from granting to any other person a license to issue Points in connection with the provision or sale of the same goods and/or services as are provided by Program Partner whether in the same markets in which Program Partner operates.

3. TRANSMISSION OF INFORMATION

a) The Program Partner is hereby granted a non-exclusive license to issue Points  (the “License”) in the Program, commencing on the Program Start Date, on the terms and conditions contained in the PPA, these Terms and Conditions and the attached schedules and appendices, as may be amended from time to time by the parties.  The Program Partner may not assign, transfer, sub-license, mortgage or otherwise encumber the License or any of its rights thereunder without the prior written consent of RMG, the authorized agent for PFG with respect to the Program. PFG may assign the License without notice to or consent of Program Partner. Unless otherwise indicated explicitly in the PPA or any amendment agreement thereto, nothing shall prevent PFG or RMG from granting to any other person a license to issue Points in connection with the provision or sale of the same goods and/or services as are provided by Program Partner whether in the same markets in which Program Partner operates.

b) The Program Partner shall make its best efforts to transmit information related to the issuance of Points to its Members through RB within 10 business
days from the time of the qualified award. 

c) Each issuance of Points by the Program Partner to a Member entitles that Member to have a corresponding number of Points recorded in the PFG
Member’s account in accordance with the terms and conditions of the Program. It is agreed and understood by the parties herein that it may generally take
up to fifteen (15) business days from the date the Program Partner notifies PFG of its issuance using the RB for More Rewards to record such
corresponding transactions and Points to the PFG database. PFG and RMG shall have no liability for any loss, damage or expense suffered or incurred as
a result of any delay in crediting Points to a Member’s account or in effecting any redemption of Points. The Program Partner will, before and after the
end of the Term, provide RMG with such information and assistance as RMG may reasonably request from time to time with respect to Points that have
been issued by Program Partner or which are claimed by any person to have been so issued.

d) The Program Partner may not issue Points except as permitted by this PPA. Without RMG’s written consent, the Program Partner will not issue Points as
part of any promotion that encourages the purchase of goods or services of a third party. The Program Partner may not issue Points before the start date
shown in the PPA or after the end date shown on the PPA. 

e) RMG and PFG shall be entitled to use without restriction by Program Partner all data and information transmitted by Program Partner in connection with
the operation of the RMP.

f) Program Partner may record the Program Member number of each Member to whom Program Partner issues Points for the purposes of maintaining
customer or employee profiles, provided that the Program Partner will delete or suppress the Program Member number in its profile of each such person
immediately upon termination of the PPA. The Program Partner shall protect Member numbers as Confidential Information (as defined below).

4. PROGRAM MANAGEMENT TRANSFER

The Program Partner is aware and agrees that should RMG no longer be the sales agent for More Rewards at any time during the Agreement, the Program Partner’s program management will be transferred to an agent of the More Rewards Program or PFG for the remainder of the Agreement term. Any such transfer notice will be sent in writing to notify the Program Partner of the transfer prior to the transfer taking place.

5. PAYMENT TERMS

a) The Program Partner agrees to pre-pay RMG, as the authorized agent for the Program and PFG, the fee set out in the Payment Schedule in the PPA for each Point purchased by the Program Partner for issuance to Members. Additional Points are  available for purchase during the Term in accordance with the terms of the PPA. If Program Partner requests any additional services outlined above, RMG will issue the Program Partner an invoice for the fees payable for such additional services. Program Partner agrees that RMG will not be responsible for performing the additional services until it has received payment in full of the invoice rendered to the Program Partner.

b) All payments are non-refundable and represent the minimum amount payable by the Program Partner for the number of Points specified in the PPA, regardless of the number of Points issued by the Program Partner during the Term of the PPA. Upon termination of the License: (i) Program Partner will cease to issue Points and (ii) Program Partner’s rights in respect of the Points purchased and unused and/or unissued shall terminate. Nothing in this section shall limit any of RMG’s rights or remedies in the event that the License is terminated as a result of the default of the Program Partner.

c) Acceptable payment may come in the form of Direct Deposit, Online Banking, or pre-authorized debit. Program Partner acknowledges that failure to pay constitutes a breach of contract and RMG reserves the right to; i) suspend the Program Partner’s participation in the Program, including access to their RB account and any unissued balance of Points or ii) immediately terminate this agreement pursuant to Section 12 on Term and Termination. RMG may in its discretion apply interest on any amounts not paid when due hereunder (including interest) at the rate of twelve percent (12%) per annum calculated daily and compounded monthly. All such interest shall be payable on the last business day of each calendar month.

d) There will be a $100.00 fee for any payment not honored by RMG’s bank. These payments must be replaced with EFT/Online banking/wire transfer funds within 48 hours of notification from RMG. RMG reserves the right to withhold access to Program Partner’s rewardBANK until all outstanding invoices are paid.

6. PROTECTION OF THE MORE REWARDS REWARD PROGRAM

a) Title to the Program, the rights represented by Points and all rights related thereto are reserved at all times to PFG. Program Partner is entitled only to issue Points to Members in accordance with the provisions of this PPA and upon the understanding that the Member’s rights are governed by the terms and conditions of the Program. Program Partner will conduct its operations so as not to impair the operation or reputation of the Program or RMG or PFG.

b) Program Partner will not (i) impose terms or conditions on Members in connection with any offer of Points which are more onerous than Program Partner imposed on its customers prior to its offer or on its customers which do not or cannot receive Points, or (ii) charge Members any fees or other charges in connection with the issuance of Points.

c) Program Partner will issue Points only in accordance with this PPA and applicable law and, in any event, will only issue Points in the form of electronic credits representing one or more whole units.

d) Program Partner acknowledges that (i) one of the intrinsic and essential characteristics of the Program is that PFG shall at all times maintain control over
Points; and (ii) that any unauthorized issue, license, sale, transfer, exchange, redemption, distribution or other disposition or use of Points would impair the Program.  The Program Partner will therefore (i) cooperate with PFG  and its authorized agent, RMG, as reasonably requested by it to prevent attempts to effect any such unauthorized issue, license, sale, transfer, exchange, redemption, distribution or other disposition or use; and (ii) agrees that neither it nor any of its affiliates nor any of their respective representatives will attempt to sublicense, sell, exchange or transfer any Points but will utilize Points solely for the purposes expressly permitted by this PPA.

e) Exclusivity. During the Term of this PPA and for the period of six (6) months thereafter, the Program Partner will not, directly or indirectly, promote, enter into, operate or participate in another coalition loyalty program competitive or potentially competitive with the Program operating in MB, SK, AB, YT, or BC, unless this PPA has been terminated by PFG or RMG pursuant to Section 12 (b) or unless the Program Partner has prior written approval by PFG or RMG to proceed with a choice model (defined as a Program Partner using two (or more) different loyalty programs).

f) The Program Partner will not utilize any Points issued by it, under this PPA or otherwise, for the purpose of business travel by it or by any of its affiliates or any of its or their respective directors, officers, employees, agents or other representatives. 

7. TRADE-MARK LICENSE

a) Grant of License and Use of Trade-Marks. RMG, as authorized agent for PFG, grants to Program Partner a non-exclusive right and license to use the Marks (as defined below) in Canada only and solely in connection with the operation of recognition, motivation, and incentive programs outlined in this PPA when and if approved in writing by PFG (the “Services”). The “Marks” means certain trade name(s) and trademark(s) (whether registered or not) specified below and any other trademarks (including variations of existing trademarks) that RMG may from time to time make available to Program Partner for use in connection with the Program and in association with the Services. More Rewards reserves all rights not expressly granted to Program Partner in this Section. Program Partner shall use the Marks only with the prior written approval of More Rewards and/or its agent, RMG, that expressly refers to such use and will not use any of the Marks following notice to cease doing so. Use by Program Partner of the Marks shall at all time conform to Canadian law and regulation and good trademark practice. Program Partner shall not, directly or indirectly, use, advertise, exploit, promote or otherwise deal with any Mark, in any manner which might adversely affect the goodwill attaching to and symbolized by such Mark, or otherwise, than in accordance with guidelines established by More Rewards from time to time and provided to Program Partner. Program Partner shall not use any mark, word, design, trademark or trade name which is, or any part of which is, confusingly similar to any of the Marks, whether as a trademark or as part of any corporate name, trade name or otherwise.

b) Quality Standards. Program Partner shall only use the Marks in association with the Services which conform, in character and quality, to the reasonable standards set by PFG which may be provided to Program Partner by RMG.  Program Partner shall permit RMG or its authorized agents, or PFG, at reasonable times, to inspect the Wares and the performance of the Services in association with which the Marks are used and to review compliance by Program Partner with the standards set pursuant to this Section. Program Partner shall fully cooperate with RMG and any of the aforementioned parties in any action by RMG or any of them for the protection of PFG’s rights in the Marks and Program Partner shall furnish RMG and any of the aforementioned parties with all information and specimens, which it or they may reasonably require for use in procuring the same.

c) Style Guidelines. Program Partner shall at all times use the Marks in the form and style as determined by PFG, and in accordance with the written guidelines contained in the More Rewards Brand and Graphic Standards manual (which may be amended from time to time at the sole discretion of PFG) as may be provided by RMG to Program Partner, and shall, in such a manner as RMG may direct, clearly indicate that the Marks are owned by and used with the permission of PFG used under license by PFG and Program Partner.  In no event shall Program Partner produce, procure, or use any artwork, or trade name or trademark of PFG in connection with any distribution, promotion or advertising of the Services which has not been approved in advance by RMG in writing. RMG’s approval of such materials and artwork shall not be unreasonably withheld. Program Partner agrees to supply RMG with specimens of Program Partner’s use of the Marks upon request.

d) Marks. The following trademarks as they may be amended from time to time are herein referred to as (“Marks”): More Rewards”, “More Rewards Travel”, “More Rewards  Insurance”, the associated designs, and any other use of “More Rewards” in connection to a customer loyalty program. 

e) Ownership of Marks.  Program Partner acknowledges that the Marks are the sole property of PFG and that any and all use by Program Partner of the Marks shall ensure to  the benefit of PFG. Program Partner shall, at the request of RMG, do all things reasonable and execute all deeds and documents that are at any time necessary or desirable to protect the Marks or other trademarks used or to be used in connection with the PROGRAM or the validity of the registrations thereof and to ensure the title of PFG thereto. Program Partner shall do nothing inconsistent with PFG’s ownership of the Marks and shall not directly or indirectly challenge or contest PFG’s rights in the Marks.

f) Term and Termination of Trade-mark License. The license to use the Marks (the “Trade-mark License”) shall terminate automatically on the expiration or termination of the License. If Program Partner is in default of any terms or conditions of this Trade-mark License, then PFG directly or through its agent RMG may advise Program Partner of such default and if such default is not cured within fifteen (15) days of such notice, PFG directly or through RMG may terminate this Trade-mark License forthwith. Upon termination of this Trade-mark License or the License, Program Partner shall immediately cease to use the Marks and shall not perform any Services or dispose of any Wares in association with or bearing the Marks, and shall not otherwise use or advertise the Marks or any word, design, trademark or trade name which is, or any part of which is, confusingly similar to any of the Marks, whether as a trademark, as part of any corporate name, trade name or otherwise.

g) Removal of Program Marks. Upon termination or expiration of the License for any reason, Program Partner shall, at its own expense, immediately remove all Marks from the Services and any wares or other materials bearing the Marks used or created by Program Partner and shall promptly deliver to RMG or destroy, at RMG’s discretion, all materials of any nature whatsoever in Program Partner’s possession or control relating to the Marks. Such obligations shall not apply to business records and correspondence between Program Partner and RMG, but shall apply to the Services and any wares or other materials bearing the Marks. If Program Partner fails to comply, RMG may take any action it is reasonably required to take to protect the Marks, at Program Partner’s expense.

h) Indemnity.  Program Partner assumes full responsibility for the performance characteristics of the Services provided by Program Partner and shall indemnify and hold each of RMG, PFG, and their respective directors, officers, employees, agents and affiliates harmless from and against any and all losses, damages, costs and expenses (including without limitation legal fees on a solicitor and Program Partner basis) suffered or incurred by any of them, directly or indirectly, arising out of , caused by or related to (a) the performance characteristics of the Services provided by Program Partner, or (b) the use, reproduction or display by Program Partner of any of the Marks to the extent that such use, reproduction or display is in breach of or inconsistent with the provisions of this PPA, any PFG or RMG Loyalty standards or approval given by RMG to Program Partner directly or indirectly. RMG shall notify Program Partner promptly of any such claim and Program Partner shall have the right to participate in the defense of the claim, at Program Partner’s cost, with counsel selected by Program Partner. This indemnity shall survive termination of this Trade-mark License and the License.

i) Infringement.  Program Partner shall promptly notify PFG directly or through its agent RMG of any infringement, passing off or unfair competition relating to any of the Marks that comes to the attention of Program Partner, and PFG shall have the right in those instances to commence or prosecute at PFG’ own expense any claims or suits in respect thereto. Program Partner may not, without the prior written consent of PFG, commence or continue any action for infringement, passing off or unfair competition relating to any of the Marks. Program Partner agrees to assist PFG in the protection of PROGRAM and PFG’ rights to the Marks.

j) Assignment and Sub-licensing. This Trade-mark License and any right to use the Marks granted hereby may not be assigned, transferred, sub-licensed, mortgaged or otherwise encumbered by Program Partner without the prior written consent of RMG Loyalty and/or PFG. PFG may assign this Trade-mark License without notice to or consent of the Program Partner. 

8. PROGRAM PARTNER MARKS

Program Partner grants RMG and PFG consent to reproduce and display the trademarks owned or used by Program Partner (“Program Partner Marks”) in promotional material, signage, and/or literature in connection with RMG and/or PROGRAM. RMG and PFG shall follow such style guidelines as may be provided by Program Partner with respect to the display and reproduction of the Program Partner Marks. Program Partner and RMG agree that such reproduction and display of the Program Partner Marks does not constitute the use of the Program Partner Marks, and the ownership and property rights of the Program Partner Marks remain invested in Program Partner. RMG shall indemnify and hold harmless the Program Partner, its directors, officers, employees, and agents from any third-party claim, loss, damage, cost and expense suffered or incurred by them arising out of the display or reproduction by RMG of the Program Partner Marks in any materials produced by or under the direction of RMG to the extent that such display or reproduction is in breach of or inconsistent with the provisions of this PPA or style guidelines provided to RMG.

9. CONFIDENTIALITY

The Program Partner will, and will cause its representatives to, hold in the strictest confidence and not use in any manner whatsoever and only disclose to those of its representatives who have a need to know same, during the Term and for a period of five (5) years following the end of the Term, any Confidential Information (as defined below) of PFG and/or RMG, other than (i) where disclosure is required by law or in order to enforce rights under this Agreement; or (ii) where the Confidential Information which has been disclosed had already ceased to be confidential through no fault of Program Partner or its representative. The Program Partner will not disclose the terms of this Agreement during the Term or at any time following the end of the Term other than as provided above. “Confidential Information” means all information, whether in tangible or intangible form, relating to More Rewards’ or RMG’s business (including, without limitation, the terms of this Agreement, business plans, way of doing business, business results or prospects), which information is of a confidential nature (and is known or should have been known by the Program Partner as being of a confidential nature) and has been or is from time to time made known to or is otherwise learned by the Program Partner or any of its representatives as a result of the relationship hereunder, including, without limitation, the following information: (i) the terms of this Agreement; (ii) the terms or conditions of, or any other  information concerning, the PROGRAM, the Program and the technology related to both;  and (iii) any information concerning Members. 

10. FEE ADJUSTMENT

Upon advance, written notice to Program Partner, RMG may, in its sole and absolute discretion, annually increase the Points Fee and Program Partner Service Fee paid by Program Partner pursuant to their PPA based upon increases in the Consumer Price Index for Canada.

11. MINIMUM ISSUANCE REQUIREMENT

At the 12-month anniversary from the Program Start Date, and for each Contract Year going forward until the end of the Term, the Program Partner agrees to issue a minimum of fifty (50%) of the Program Partner’s total Points purchased in that Contract Year (“Annual Issuance Threshold”).  If the actual Points issued in the Contract Year fall below the Annual  Issuance Threshold, the difference between the two amounts shall automatically expire.

12. TERM AND TERMINATION

a) Term. The initial term of the License begins on the Effective Date shown in the PPA and ends unless earlier terminated pursuant hereto, on the Program End Date shown in the PPA (the “Initial Term”), however, that unless earlier terminated pursuant hereto, the term of this License shall automatically renew for a further one (1) year period, each (each such renewal term, a “Renewal Term”) at the expiration of the Initial Term or of a Renewal Term, as applicable.  The Program Partner, and/or RMG as directed by PFG, in its sole discretion, may terminate the License as of the end of the Initial Term or the current Renewal Term by giving written notice to the other party prior to the first (1st) day of the eleventh (11th) month of the Initial Term or such Renewal Term, as applicable. If the License is terminated, the Program Partner shall have the eleventh and twelfth (11Th and 12th) month of the Term to wind down their program to conclude at the end of such Contract Term in which the termination notice is given. In the event that the License is renewed in accordance with the provisions hereof, (i) the Program End Date shall be deemed to be amended to be concurrent with the expiration of the Renewal Term, and (ii) the points purchase obligations, price per point, Point Payment Amount, Program Partner Service fee and total purchase obligation of the Program Partner for each Contract Year of the Renewal Term shall be the same as agreed to for the final year of the Initial Term or subsequent Renewal Term, unless increased as per the Fee Adjustment, section 10 of these Terms & Conditions, then price per point and Program Partner Service fees will be increased as such for the Renewal Term. The “Term” means the period that commences on the Effective Date and continues until the PPA is terminated or ends in accordance with the provisions of this PPA and includes both the Initial Term and any Renewal Terms, if applicable. Unless otherwise agreed by the parties hereto, the Point purchase schedule and payments for the preceding term shall apply to each Renewal Term.

b) Termination. RMG may terminate the Agreement upon notice to Program Partner if Program Partner defaults in the performance or observance of any of its financial obligations or its material obligations under this PPA, which default shall include, without limitation, the failure to purchase Points as and when required pursuant to section 2 of the PPA or as may otherwise be required by this PPA, failure to award Points for Qualifying Activity to Eligible Point Recipients, and issuance of Points outside of the Approved Offer and Base Offer.  In the event of default, RMG may suspend access to RB, and any Program Partner Exclusivity if provided. 

If such default continues for a period of ten (10) days following notice to the Program Partner referring to the default and is continuing at the time, RMG gives the notice of termination. The Program Partner shall not be entitled to terminate this PPA or cease the performance of its obligations hereunder prior to the expiry of the Term. 

c) RMG may terminate this PPA effective immediately on notice to Program Partner if Program Partner institutes any proceedings or takes any action or executes any agreement to authorize its participation in or commencement of any proceeding seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, dissolution, winding-up, protection or relief or composition of it or its property or debts or making a proposal with respect to it under any law relating to bankruptcy, insolvency or compromise of debts or similar laws.

d) Effect of Termination. Upon termination of the License, (i) Program Partner will cease to issue Points; (ii) Program Partner will cease to hold itself out as a participant in the Program and cease to use any trademark or other intellectual property associated with the Program, and discontinue all actions which infer any connection or relationship exists between Program Partner and More Rewards, RMG and the Program; (iii) RMG will remove all Program Partner access privileges, including passwords and User IDs from the RB; (iv) Program Partner will remove or delete all records relating to the Program and RB from Program Partner’s computer and/or information processing systems; (v) Program Partner’s rights in respect of the Points purchased and unused and/or unissued shall terminate and the Program Partner shall not be permitted to use or issue any such unused and/or unissued Points; (vi) no obligation of either party accrued prior to the date of termination shall be affected or discharged, and any obligation that has not been fulfilled prior to the date of termination shall not be affected or discharged; and (vii) notwithstanding the termination of the License, the provisions of these terms and conditions that are intended to survive the termination of License shall survive. In the event that the PPA is terminated as a result of the Program Partner’s default pursuant to clause 12(b) or as a result of the occurrence of one of the events described in clause 12(c), the Program Partner acknowledges that RMG shall suffer actual damages and the Program Partner shall remain liable for its financial obligations under this agreement as a continuing obligation of the Program Partner and that in such case all further payments owing by the Program Partner for the remainder of the Term shall be accelerated and shall become immediately due and payable as liquidated damages.  

13. Marketing Support

    All Program Partner marketing material and any costs associated with the Program Partner’s participation in the More Rewards Program and the issuance of Points shall be at the Program Partner’s sole cost, including without limiting the generality of the foregoing, any costs associated with changing such materials or rectifying errors thereto. Program Partner shall submit to RMG, and RMG will submit to More Rewards where required, all marketing material, advertising and methods of implementing Program Partner’s participation in the PROGRAM for its or their prior written approval prior to any usage by Program Partner of same. Program Partner will comply with such administrative and advertising directions and guidelines as RMG and/or More Rewards may issue from time to time with respect to the procedures to be followed in carrying out this PPA and participating in the PROGRAM. Program Partner will ensure that all written and oral information and documentation it uses, approves or provides to RMG, a customer or any other person in connection with the PROGRAM does not contain any statements, claims or representations that are misleading or inaccurate or that are not supported by adequate and proper tests. Program Partner shall indemnify More Rewards and RMG and save them harmless from and against all losses, damages, costs and expenses which they or either of them may incur or pay directly or  indirectly as a result of the use or publication of any such information or documentation. Program Partner acknowledges that RMG and/or More Rewards may, in their sole discretion and at any time, revoke any approval previously granted to Program Partner, including without limitation, approval of an offer to customers.  RMG will make best efforts to provide advertising approvals within 15 business days of submission.

    14 GENERAL

    a) In accordance with the requirements of Canada’s Anti-Spam Legislation, the Program Partner expressly consents to receiving commercial electronic messages from RMG through any of its employees, contractors, or representatives.

    b) Indemnity. Notwithstanding anything to the contrary in the PPA, Program Partner shall indemnify and hold RMG and More Rewards, their respective affiliates and each of them and their affiliates’ officers, directors, shareholders, employees, agents and representatives harmless from any claim, loss, expense, cost, liability, fine, penalty or damage or any other matter or thing whatsoever, howsoever suffered or caused, directly or indirectly arising out of or related to Program Partner’s its issuance of Points, its provision of goods or services, or its participation in the Program and/or PROGRAM.

    c) The relationship between Program Partner and RMG shall be that of independent parties and neither RMG nor Program Partner shall be, or be deemed to be, joint venturers with or partners of one another. The PPA and all its parts and any future invoices constitute the entire agreement between the parties related to the purchase and issuance of Points and the Program including but not limited to the License and the Trade-mark License, and may only be modified, waived or amended by instrument in writing signed by both parties. If any provision hereof is found to be unenforceable or invalid, then such provision may be severed to the extent necessary to make such provision enforceable consistent with the remainder of this PPA. The unenforceability or invalidity of any such provision shall not affect the enforceability or validity of any other provision. Any failure by any party to exercise its rights or remedies hereunder or any delay by such party in the exercise of any of its rights and remedies hereunder shall not, to the extent permitted by law, operate as a waiver or variation of such or any other right or remedy hereunder. This PPA and any part of it, may be executed in one or more counterparts, by original or facsimile signature, each of which when so executed shall constitute an original and all of which together shall constitute one and the same Agreement. The PPA shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties attorn to the jurisdiction of the courts of the Province of Ontario. All amounts herein are in Canadian currency.

    d) The parties acknowledge having agreed that this PPA and all documents, notices and judicial proceedings entered into, given or instituted pursuant hereto, or relating directly or indirectly pursuant hereto, be in the English language. Les parties reconnaissent avoir convenu que la présente convention, ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentés à la suite de la présente convention ou ayant un rapport, direct ou indirect, avec la présente convention, soient rédigés en anglais.

    *† Trademark of Retail Media Group Inc. All Rights Reserved.

    *Trademark of Pattison Food Group Ltd. All Rights Reserved.