These Terms & Conditions (the Agreement) govern your access to and use of the accounts, payment, remittance, pay-in, payout, stored balance and foreign exchange services made available by Bless Payments Canada Inc. (Bless Payments, we, us or our) through our website, platform, mobile application or any other interface approved by us.

This Agreement is divided into:

• Part A: Accounts, FX and Payment Services; and
• Part B: General Terms.

By applying for, opening, accessing or using an Account or any Services, you agree to be bound by this Agreement.

Part A: Accounts, FX and Payment Services

1. Agreement

1.1 This Part A governs the terms upon which you may open and use an Account and access or use any Services, including receiving funds, holding funds, converting funds between supported currencies, and instructing us to transfer funds to you or to a recipient.

1.2 This Agreement applies together with any fee schedule, product disclosure, order form, service schedule, application form, onboarding materials, privacy policy, acceptable use policy, complaint handling process, or other supplemental terms that we make available to you from time to time. In the event of a conflict, any product-specific or supplemental terms will prevail to the extent of the conflict.

1.3 We may make different Services available to different users. Not all Services are available in all cases, and certain features may be disabled or unavailable for Canadian users unless and until we enable them.

2. Account

2.1 You must complete our onboarding and application process and provide all information and documents we request in order to open and maintain an Account.

2.2 You must ensure that all information you provide to us is true, accurate, complete and current, and you must promptly notify us of any change.

2.3 We may accept or reject an application, or limit the Services made available to you, acting reasonably and in accordance with Applicable Laws and our internal legal, compliance, risk and operational requirements.

2.4 If you are an individual, you may only open and use an Account in your own name unless we expressly agree otherwise.

2.5 If you are a corporation, partnership, trust, sole proprietorship or other organization, you may designate one or more Authorized Users to access and use your Account on your behalf. You are responsible for all acts and omissions of each Authorized User.

2.6 You must keep your login credentials, security devices and authentication information secure and confidential. You must not allow any unauthorized person to access your Account.

2.7 Your Account may permit you to: (a) receive funds from a Counterparty or other payer; (b) hold funds with us; (c) convert funds between Supported Currencies; (d) transfer funds to your own bank account or payment account; (e) transfer funds to a third-party Recipient; and (f) access any other related Services made available by us from time to time.

2.8 At present, Canadian users may only fund transactions in connection with transaction instructions or other Services then enabled by us. If funds are received without corresponding instructions or otherwise in excess of the amount required for the relevant transaction, we may return those funds to the originating account or otherwise deal with them in accordance with our policies and Applicable Laws.

2.9 We may credit your Account when we receive funds for your benefit. Any credit to your Account may be provisional until the relevant funds are finally settled and no longer subject to reversal, return, chargeback, clawback, fraud review, sanctions screening, legal restraint, processor hold or any similar adjustment.

2.10 Funds held for your benefit may be held through one or more virtual accounts, sub-accounts, collection accounts or omnibus accounts in our name or maintained for our benefit with a financial institution, payment service provider, card acquirer, processor or other intermediary approved by us. Your entitlement to such funds will be reflected in our internal books and records.

2.11 Where funds are received through a virtual account or sub-account allocated or referable to you, such funds may be moved into our collection or master account in accordance with our operational arrangements.

2.12 If and when we enable stored balance, wallet or other balance-holding functionality for Canadian users, funds that are required to be safeguarded in accordance with Applicable Laws may be transferred from the collection or master account to the applicable safeguarding account in accordance with Section 7.

2.13 We may impose account, transaction, balance, funding-source, withdrawal, conversion, payout, velocity, reserve and other limits or controls from time to time.

2.14 We may refuse, return, delay, reverse or place a hold on any payment, balance or account activity where reasonably required for compliance, fraud prevention, sanctions screening, operational security, payment-rail requirements, card-scheme requirements, safeguarding obligations, legal process, court order, regulator request or risk management.

2.15 You may only use your Account and the Services for lawful purposes and for purposes approved by us.

3. Instructions

3.1 You may submit instructions through your Account or through any other method approved by us from time to time.

3.2 Instructions may include information relating to: (a) the type of transaction or Service requested; (b) the transaction amount and currency; (c) the details of the Counterparty or Recipient; (d) your account or identification details; (e) any reference information; and (f) any other information required by us or by a third party involved in providing the Services.

3.3 We may rely on any instruction, communication or authentication credential that we reasonably believe to be genuine and authorized.

3.4 You are responsible for ensuring that all transaction details, including payer details, beneficiary or Recipient details, account identifiers, amounts, currency information and references, are complete and accurate.

3.5 We may refuse to act on, delay acting on, or request additional information in respect of any instruction if we consider that the instruction is incomplete, unclear, unauthorized, suspicious, unlawful, inconsistent with this Agreement or Applicable Laws, contrary to our policies, or likely to create legal, compliance, fraud, safeguarding, operational, financial or reputational risk.

3.6 Except to the extent caused by our fraud, gross negligence or wilful misconduct, we are not responsible for losses resulting from inaccurate, incomplete, duplicated or erroneous instructions provided by you or by any person acting on your behalf.

4. Foreign Currency Exchange

4.1 We may offer a foreign exchange conversion service (FX Conversion) where you can convert one currency to another Supported Currency.

4.2 An FX Conversion may be made available on a standalone basis or in connection with a Payment Transaction.

4.3 If you request an FX Conversion, we may provide you with details including: (a) the exchange rate or pricing applicable to the proposed conversion; (b) the amount and currency to be converted; (c) any fees, charges or spread applicable to the conversion; (d) the amount and currency you will receive; (e) any funding deadline; and (f) the period during which the quoted terms remain available.

4.4 If you accept the quoted FX Conversion terms within the specified period, you will be bound by those terms, subject to this Agreement.

4.5 We are not required to process any FX Conversion unless: (a) we have received or otherwise hold sufficient cleared and available funds in the relevant source currency; (b) the relevant funds are received or made available within any deadline specified by us; and (c) the requested conversion involves Supported Currencies and is otherwise permitted by us.

4.6 Subject to this Agreement, we will process and settle an FX Conversion after the later of: (a) your acceptance of the relevant FX Conversion terms; and (b) our receipt of the relevant cleared and available funds.

4.7 We may, acting reasonably, delay, suspend, refuse to enter into, or cancel any FX Conversion at any time before final execution where reasonably necessary for compliance, fraud prevention, sanctions screening, operational reasons, market disruption, pricing error, insufficient funds, legal process, safeguarding requirements or risk management.

4.8 Unless otherwise required by Applicable Laws or expressly agreed by us in writing, an FX Conversion cannot be cancelled or reversed after final execution.

5. Payment Transactions

5.1 We may make available Services enabling you to: (a) receive funds from a Counterparty or other payer; (b) hold funds in your Account; (c) transfer funds to your own bank or payment account; (d) transfer funds to a third-party Recipient; and (e) fund, settle or convert transactions in connection with the foregoing.

5.2 A Payment Transaction may be funded by: (a) cleared and available funds already held in your Account; (b) funds received from a Counterparty for your benefit; (c) card-originated proceeds; (d) any FX Conversion proceeds; or (e) any other funding source approved by us.

5.3 We may make funds available for use only after we determine, acting reasonably, that the relevant funds have been received and are sufficiently cleared for the intended use, taking into account the applicable payment rail, card-scheme rules, chargeback exposure, return periods, fraud indicators, sanctions screening, safeguarding obligations and any other relevant risks.

5.4 We do not guarantee that a Payment Transaction will be completed within any specific timeframe. Timing depends on factors including cut-off times, banking hours, intermediary processing, card acquirer or processor timing, screening, fraud review, payment-rail delays, compliance requirements and operational issues affecting us or third parties.

5.5 Where a Counterparty funds a transaction by card or another revocable payment method, you acknowledge that the corresponding credit to your Account may be reversed or adjusted if the underlying payment is charged back, returned, disputed, reversed, found to be unauthorized, or otherwise not finally settled.

5.6 We may use third-party banks, payment processors, card acquirers, correspondents, settlement partners and other intermediaries to provide the Services.

5.7 Except to the extent caused by our fraud, gross negligence or wilful misconduct, we are not responsible for fees, charges, delays or actions of third-party banks, payment processors, card networks, card acquirers, correspondents, intermediaries or Recipients' financial institutions.

5.8 You are responsible for ensuring that Recipient details and any destination account details are correct and complete.

5.9 We may screen, flag, reject, delay or seek confirmation of any Recipient details, destination details, Counterparty details or transaction information for compliance, fraud, sanctions, operational or risk reasons, but we do not undertake a duty to verify that the Recipient details provided by you are correct for your purposes.

5.10 We may decline to process, delay or refuse to complete any Payment Transaction where reasonably necessary for compliance, safeguarding, fraud prevention, sanctions, operational security, payment-rail requirements, card-scheme rules, legal process or risk management.

6. Stored Balances and Availability of Funds

6.1 If and when we enable stored balance, wallet or similar balance-holding functionality for Canadian users, your Account may display a balance or other ledger entry reflecting funds recorded by us as being held for your benefit.

6.2 A displayed balance does not necessarily mean that the corresponding funds have been finally settled or are immediately available for withdrawal, transfer, conversion or other use.

6.3 We may distinguish between your total balance and your Available Balance. Your Available Balance may be reduced by holds, reserves, pending reversals, pending chargebacks, suspected unauthorized activity, legal process, compliance restrictions or any other restriction permitted under this Agreement or required by Applicable Laws.

6.4 Unless otherwise stated by us, funds credited to your Account remain funds held for your benefit and are not our property, subject to our rights under this Agreement and Applicable Laws.

7. Safeguarding of End-User Funds

7.1 To the extent required by Applicable Laws, including the Retail Payment Activities Act and its regulations, we will safeguard end-user funds held by us using the trust method.

7.2 Subject to Sections 7.3 to 7.8, end-user funds that we hold for you for the purpose of a retail payment activity, and that have not yet been withdrawn by you or transferred to another person or entity in accordance with your instructions, will be held by us in trust for your benefit as part of the Safeguarded Funds.

7.3 Safeguarded Funds do not include: (a) fees owed to us that have already been earned and lawfully deducted before the funds became Safeguarded Funds; (b) amounts representing our own corporate or operating funds; (c) amounts held solely as reserves, collateral or security in our favour, where permitted by Applicable Laws and clearly disclosed to you; or (d) any amount that has been finally paid out, returned or otherwise ceased to be held by us for your benefit.

7.4 We will hold Safeguarded Funds in one or more segregated safeguarding accounts with an eligible financial institution, separate from our own operating funds and from other non-Safeguarded Funds.

7.5 Where end-user funds that are required to be safeguarded are first received through a virtual account, sub-account, collection account or intermediary before being placed in a safeguarding account, we will place those funds into the applicable safeguarding account as soon as operationally feasible and, where applicable, no later than the end of the day on which they are identified as funds required to be safeguarded or the next Business Day, subject to unavoidable processing constraints and the Services then enabled for Canadian users.

7.6 We will maintain records sufficient to identify the amount of Safeguarded Funds held for your benefit and will perform reconciliations at least daily between our internal ledger and the balance held in the safeguarding account or accounts.

7.7 We will not use Safeguarded Funds for our own corporate purposes. We will only withdraw, transfer or otherwise deal with Safeguarded Funds to: (a) complete a withdrawal, transfer, payout, remittance or other Payment Transaction for your benefit or in accordance with your instructions; (b) return funds to the payer where permitted or required; (c) reverse or adjust transactions as permitted under this Agreement or required by Applicable Laws, payment-rail rules or card-scheme rules; (d) administer the safeguarding structure in a manner consistent with Applicable Laws; or (e) otherwise as permitted or required by Applicable Laws.

7.8 Suspension, restriction or termination of your Account will not affect our obligation to continue safeguarding Safeguarded Funds that we continue to hold for your benefit until those funds are lawfully paid out, returned or otherwise dealt with in accordance with this Agreement and Applicable Laws.

7.9 Nothing in this Agreement gives you any right to require that Safeguarded Funds be held in a separate account in your own name or separately from the Safeguarded Funds of other end users, provided that your entitlement is reflected in our books and records and the Safeguarded Funds are held in accordance with Applicable Laws.

8. Recalls

8.1 If you ask us to attempt to recall or recover a Payment Transaction that was made in accordance with your instructions, we may use reasonable efforts to assist you, but we do not guarantee that the funds can be recalled or recovered.

8.2 You are responsible for any reasonable third-party costs, charges or expenses incurred by us in connection with a recall or recovery request.

8.3 We are not liable if a Payment Transaction cannot be recalled or recovered, including where the consent of a Recipient or another person is required and is not obtained.

8.4 If funds are successfully recalled or returned and are not denominated in a Supported Currency, we may convert those funds into a Supported Currency, and any applicable fees, charges or conversion costs may be deducted from the returned amount.

9. Reversals

9.1 We may, without prior notice where reasonable in the circumstances, reverse, debit, adjust, delay or place a hold on a Payment Transaction or Account balance where we determine, acting reasonably, that: (a) a transaction was duplicated, sent in error or credited in error; (b) the underlying funding transaction was returned, reversed, cancelled, charged back, clawed back or dishonoured; (c) a transaction was unauthorized, fraudulent, unlawful, suspicious or in breach of this Agreement or Applicable Laws; (d) a card acquirer, payment processor, financial institution, payment scheme, card network, regulator, law enforcement authority or court requires or expects the adjustment; (e) a hold, reserve or adjustment is necessary to manage chargeback, fraud, sanctions, compliance or safeguarding risk; or (f) the adjustment is otherwise necessary to protect us, you or another person from material loss or legal or regulatory risk.

9.2 If your Account balance is insufficient to satisfy an adjustment, reversal, debit or chargeback, you must promptly reimburse us for the shortfall on demand.

9.3 We may suspend withdrawals, transfers, conversions or other activity while an investigation, dispute, reversal, chargeback review or compliance review is pending.

10. Compliance, Restricted Activities and Holds

10.1 You must comply with Applicable Laws and must not use the Services in connection with unlawful activity, fraud, sanctions evasion, prohibited goods or services, deceptive conduct, unauthorized payment activity or any activity prohibited by this Agreement, our policies or by notice to you.

10.2 We may require you to provide information or documents relating to your identity, authority, business, beneficial ownership, customers, counterparties, source of funds, source of wealth, intended use of the Services, underlying goods or services, transaction purpose or any other matter reasonably relevant to our legal, compliance, safeguarding, fraud or operational obligations.

10.3 We may delay, reject, freeze, block, suspend, reverse, report or otherwise restrict any transaction, activity, instruction, balance or Account, or suspend or close your Account, where reasonably necessary to comply with Applicable Laws, sanctions, anti-money laundering requirements, legal process, payment-rail rules, card-scheme rules, safeguarding obligations or our internal legal, compliance, fraud, credit, risk or operational policies.

10.4 We are not liable for loss arising from action taken under this Section in good faith and in a manner we reasonably consider necessary or appropriate.

11. Errors, Unauthorized Activity and Security Events

11.1 You must notify us without undue delay if you become aware of any unauthorized access to your Account, unauthorized transaction, error, fraud, security compromise or misuse of the Services.

11.2 We may take any action we reasonably consider necessary to protect you, us, other users or the integrity of the Services, including suspending access, placing holds, requiring re-authentication, reversing provisional credits, delaying transactions or requesting additional information.

11.3 We may provide notices to you in relation to service interruptions, security events, suspected fraud, compliance issues or incidents affecting the Services, your Account or funds held for your benefit.

Part B: General Terms

1. Interpretation and Definitions

In this Agreement unless the context otherwise requires:

Account means an account made available by us to you through our website, platform, mobile application or other approved interface for the purpose of accessing the Services.

Agreement means these Terms & Conditions, including Part A and Part B, together with any fee schedule, supplemental terms, product terms, onboarding materials, service schedules, order forms and policies incorporated by reference.

Applicable Laws means all applicable laws, regulations, rules, by-laws, orders, judgments, regulatory guidance and legally binding requirements applicable to the parties or the Services, including laws relating to retail payments, anti-money laundering, anti-terrorist financing, sanctions, privacy, consumer protection, payments, foreign exchange, card-scheme participation, including the Retail Payment Activities Act and its regulations.

Application means the application submitted by you to establish an Account.

Authorized User means an individual authorized by you to access and use the Account on your behalf.

Available Balance means the portion of your balance that we determine is available for withdrawal, transfer, conversion or other use.

Business Day means a day other than a Saturday, Sunday or statutory holiday in Ontario or in the place where the relevant operational function is performed by us.

Claim means any claim, action, proceeding, demand, loss, liability, damage, judgment, penalty, fine, cost or expense, including reasonable legal fees and expenses.

Consequential Loss means any indirect, incidental, special, exemplary, punitive or consequential damages, and any loss of profits, revenue, opportunity, business, contracts, goodwill, anticipated savings or data.

Counterparty means a payer, sender, customer or other person from whom funds are received for your benefit.

Fees means the fees and charges payable by you to us in connection with the Services, as disclosed by us from time to time in a fee schedule, quote, transaction terms, platform disclosure or otherwise.

FX Conversion has the meaning given in Section 4 of Part A.

Instruction means any instruction, request, authorization, communication or other information submitted by you or on your behalf in connection with the Services.

Loss means any damage, loss, liability, cost, expense, charge or obligation of any kind, whether direct or indirect and however arising.

Payment Transaction means any transfer, remittance, payout, pay-in, receipt, settlement or other payment activity processed by us for you or on your instructions.

Recipient means a person or entity designated by you to receive funds through the Services.

Safeguarded Funds means end-user funds that we are required to safeguard in accordance with Applicable Laws.

Services means the accounts, stored balance, payment, remittance, pay-in, payout and foreign exchange services made available by us under this Agreement.

Supported Currencies means any currency approved by us from time to time for use in connection with the Services.

we, us, our means Bless Payments Canada Inc.

you and your mean the person or entity that applies for, opens, accesses or uses an Account or any Services.

2. Fees and Taxes

2.1 You agree to pay the Fees disclosed by us in your quote, transaction terms, fee schedule, platform or other notice made available to you.

2.2 Unless otherwise stated, Fees may be deducted from funds otherwise payable to or by you, retained out of funds received from you for an instructed transaction once the relevant payment for that transaction has been successfully received by us, or debited from your Account.

2.3 You are also responsible for applicable taxes, duties, levies, governmental charges and reasonable third-party charges arising in connection with your use of the Services.

3. Nature of Relationship and Services

3.1 We provide the Services as principal unless we expressly agree otherwise in writing.

3.2 You enter into transactions with us as principal and not as agent for any other person, unless we expressly agree otherwise in writing.

3.3 Our obligations under this Agreement are owed to you only and not to any third party, except to the extent otherwise required by Applicable Laws or expressly provided in this Agreement.

3.4 The Services are provided on an execution and processing basis. Except where expressly agreed by us in writing, we do not provide legal, tax, accounting, investment, fiduciary or other advisory services.

3.5 You are solely responsible for determining whether the Services are suitable for your needs and lawful for your intended use.

4. Privacy

4.1 We collect, use, disclose, verify and otherwise process personal information in accordance with our Privacy Policy and Applicable Laws.

4.2 Without limitation, you acknowledge that we may collect, use, disclose and verify personal information for onboarding, identity verification, fraud prevention, sanctions screening, anti-money laundering compliance, transaction processing, safeguarding, customer support, service improvement, legal compliance, record-keeping and risk management purposes.

4.3 You acknowledge that we may disclose information to our affiliates, banks, payment processors, card acquirers, service providers, regulators, self-regulatory bodies, law enforcement agencies, courts and other third parties where reasonably necessary for the purposes described in this Agreement or as otherwise permitted or required by law.

5. Complaints and Customer Communications

5.1 You may raise complaints, service issues or other concerns by contacting us through our in-app customer support channels or by email at hello@blesspayments.com.

5.2 We may also provide customer support, complaint handling and service communications through in-app messaging, email, our website or any other channel designated by us from time to time.

5.3 We will review complaints and service issues in accordance with our internal procedures and Applicable Laws. We may request additional information from you in connection with a complaint or investigation.

6. Suspension, Restriction, Termination and Closure

6.1 We may suspend, restrict or close your Account or terminate this Agreement immediately or on notice where: (a) we are required to do so by Applicable Laws or a competent authority; (b) we reasonably suspect fraud, unauthorized activity, unlawful activity, sanctions issues or material risk; (c) you fail to provide requested information or documents; (d) you breach this Agreement; (e) your use of the Services creates material legal, regulatory, safeguarding, fraud, operational, financial or reputational risk to us or any third party involved in providing the Services; or (f) we decide to discontinue the relevant Service.

6.2 You may close your Account or terminate this Agreement by giving us notice and ceasing use of the Services, subject to the completion of pending transactions and the satisfaction of any outstanding obligations.

6.3 Termination, suspension, restriction or closure does not affect any rights, liabilities, holds, reversals, chargebacks, adjustments, fees, reimbursement obligations or our obligation to continue safeguarding Safeguarded Funds that remain held by us for your benefit.

7. Representations, Warranties and Covenants

7.1 You represent, warrant and covenant to us on an ongoing basis that: (a) you have the capacity, authority and legal right to enter into and perform this Agreement; (b) all information and documentation you provide to us is true, accurate, complete and current; (c) you will use the Services only for lawful purposes and in compliance with this Agreement and Applicable Laws; (d) you will not use the Services for fraudulent, deceptive, prohibited or improper purposes; (e) your entry into and performance of this Agreement will not violate any Applicable Laws or any agreement binding on you; and (f) where you are acting for an entity, you are duly authorized to bind that entity.

7.2 Except as expressly set out in this Agreement and to the fullest extent permitted by Applicable Laws, the Services are provided on an "as is" and "as available" basis without any warranty, condition or representation of any kind, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

8. Liability

8.1 To the fullest extent permitted by Applicable Laws: (a) we are not liable for any Consequential Loss; (b) we are not liable for losses caused by inaccurate instructions, intermediary banks, card schemes, payment processors, communication failures, system outages, force majeure events or compliance actions taken by us in good faith under this Agreement; and (c) our aggregate liability arising out of or in connection with this Agreement will not exceed the greater of: (i) the total Fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim; and (ii) $5,000.

8.2 Nothing in this Agreement limits or excludes liability for: (a) fraud; (b) gross negligence; (c) wilful misconduct; (d) breach of confidentiality obligations to the extent such limitation is prohibited by Applicable Laws; or (e) our failure to account for Safeguarded Funds in accordance with Applicable Laws.

8.3 You acknowledge that any claim arising out of or in connection with a Payment Transaction, FX Conversion, reversal, return, chargeback or compliance action may be affected by the involvement of third parties, and that our liability is limited accordingly by this Agreement.

9. Indemnity

9.1 You will indemnify and hold us harmless from and against any Claim, to the extent arising from or relating to: (a) your breach of this Agreement; (b) your violation of Applicable Laws; (c) inaccurate, incomplete or misleading information or instructions provided by you or on your behalf; or (d) your negligence, fraud, misconduct or unlawful activity, except to the extent that the relevant Claim was caused by our fraud, gross negligence or wilful misconduct.

10. Notices and Electronic Communications

10.1 We may provide notices, disclosures, statements and other communications electronically, including by email, through your Account, by in-app message or by posting them on our website or platform.

10.2 You must keep your contact details current and are responsible for reviewing communications sent to you by us.

10.3 You may provide notices to us using the contact details we designate from time to time for that purpose. As of the date of this Agreement, notices may be sent to us at hello@blesspayments.com.

11. Amendments

11.1 We may amend this Agreement by giving you prior notice in accordance with Applicable Laws.

11.2 If you do not agree to an amendment, you must stop using the Services and close your Account before the amendment takes effect.

11.3 Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Agreement, except to the extent prohibited by Applicable Laws.

12. Governing Law and Jurisdiction

12.1 This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable therein.

12.2 Subject to Applicable Laws, you and we attorn to the jurisdiction of the courts of Toronto, Ontario.

13. Language

13.1 The parties acknowledge that they have been given the opportunity to be provided with this Agreement and all related documents in French.

13.2 If you choose to enter into this Agreement in English where that choice is permitted by Applicable Laws, you expressly request that this Agreement and the related documents be drawn up in English.

14. Miscellaneous

14.1 This Agreement constitutes the entire agreement between you and us with respect to its subject matter, except for any supplemental terms expressly incorporated into it.

14.2 If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect.

14.3 You may not assign this Agreement or any rights or obligations under it without our prior written consent. We may assign this Agreement to an affiliate or as part of a corporate reorganization, merger, sale of business or transfer of assets, subject to Applicable Laws.

14.4 Our failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right.

14.5 Sections that by their nature should survive termination, suspension, restriction or closure will survive, including Sections relating to safeguarding, reversals, compliance, privacy, liability, indemnity, notices, governing law and language.