Last updated: August 1, 2024
This Walter master services agreement (together with any Orders, any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the “Agreement”), dated effective as of the Effective Date, between Walter Software Corporation, (“Walter”), and the Person which has entered into an Order (the “Customer”). This Agreement includes the terms set out in the Order (as defined below in Section 1) any current or future Orders, and all such documents are incorporated by this reference. Walter and the Customer together the “Parties” and each a “Party”.
This Agreement sets forth the terms and conditions that govern the provision and use of the Walter Services.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties agree as follows:
As used in this Agreement, the following capitalized words have the meaning set out below:
“Action” has the meaning set out in Section 11(a)(i).
“Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity. In the case of Customer, Affiliate includes any Customer Affiliate listed on Exhibit D.
“Aggregated Data” has the meaning set out in Section 3(a).
“Agreement” has the meaning in the preamble.
“Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
“Client User” has the meaning set out in Section 5(a).
“Client Workspace” means a segregated portion of the Walter SaaS Service made available to provide read only access to the Client’s Data by the Customer.
“Corporate Workspace” means a segregated portion of the Walter SaaS Service made available to provide full functionality, including read and write access, to the Client’s Data for which the Client has entered into a master services agreement directly with Walter.
“Confidential Information” has the meaning set out in Section 9(a).
“Customer” has the meaning set out in the recitals.
“Customer Data” means (other than Aggregated Data), any data, information including Personal Information, precedents and templates, workflows, file paths, content, records, and files that the Customer (or any of its Customer Users) loads or enters into, transmits to, or makes available to the Walter SaaS Services, including data, documents and relationships associated with equity ownership and other corporate information related to clients or portfolio companies of a Customer. All output, copies, reproductions, improvements, modifications, adaptations, translations, derivative works, or any other data or information, based on, derived from, or otherwise that is the result of Processing any Customer Data are themselves also Customer Data.
“Customer Indemnitee” has the meaning set out in Section 11(a)(i).
“Customer User(s)” has the meaning set out in Section 5(a).
“Discloser” has the meaning set out in Section 9(a).
“Documentation” means Walter’s manuals, instructions or other documents or materials, listed in the Order or that Walter provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Walter SaaS Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Effective Date” means: (i) in cases where the Customer has entered into this Agreement by manually or digitally signing an Order, the Effective Date set out in the Order; or (ii) in cases where the Customer has entered into this Agreement by agreeing to subscribe for the Walter SaaS Services and this Agreement on the Website, the date on which the Customer’s agreement was recorded as entered on the Website.
“Feedback” has the meaning set out in Section 3(c).
“Fees” has the meaning set out in Section 8(a).
“Force Majeure Event” has the meaning set out in Section 14(f).
“Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or regulation-making entity having jurisdiction over Walter.
“Initial Term” has the meaning set out in Section 13(a).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Licensed Third-Party Technology” means third-party technology that is licensed under separate license terms and not under this Agreement.
“Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
“Order” means an order form that is agreed to and manually or digitally signed by the Parties to which this agreement is appended or which incorporates this Agreement by reference.
“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or Governmental or Regulatory Authority and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.
“Personal Information” means information about an identifiable individual provided by Customer, or Customer Users, to Walter under this Agreement.
“Processing” or “Process” means collection, use, disclosure, Modification, storage, deletion, management, and / or other processing.
“Professional Services” means the consulting, training and other professional services described in a statement of work which incorporates one or both of the Order and this Agreement. The term “Professional Services” does not include Walter SaaS Services.
“Professional Workspace” means a workspace provisioned for a Law Firm or other Professional organization designated as such on the Order Form.
“Recipient” has the meaning set out in Section 9(a).
“Term” has the meaning set out in Section 13(a).
“Third-Party Products” has the meaning set out in Section 2(e).
“Walter Application” means Walter’s mobile application product under the name Walter and any updates provided as part of the Walter SaaS Services.
“Walter Indemnitee” has the meaning set out in Section 11(b).
“Walter Property” has the meaning set out in Section 3(b).
“Walter SaaS Services” means the services through: (i) which Walter hosts and makes available the Walter Applications as described in an Order and the product descriptions set out on the Website; and (ii) any component or Modification of the services referred to in (i). The term “Walter SaaS Services” does not include Professional Services.
“Walter Services” means the Walter SaaS Services and the Professional Services, collectively, and any part thereof.
“Website” means any websites used by Walter to provide the Walter SaaS Services, including the website(s) located at https://*.getwalter.com.
“Workspace” means the segregated portion of the Walter SaaS Service made available to store the Customer Data pertaining to one or both of Customer or a Client User.
Provisioning of the Services. During the Term, Walter will make available to Customer the Walter SaaS Services set out in the Order attached as Appendix A, for access and use by Customer, Customer Users and Client Users. Walter grants Customer a limited, revocable, non-exclusive, non-sublicensable (except to Customer Users and Client Users), non-transferable (except in compliance with Section 15 of this Agreement), right to access and use the Walter SaaS Services in connection with Customer and its Affiliate’s business purposes, including providing services to their clients.
Walter will provision to the Customer:
Restrictions on Use. Customer will not itself, and will not permit others to:
except as set forth in an Order or as otherwise agreed to by Walter, sub-license, sell, rent, lend, lease or distribute the Walter SaaS Services or any Intellectual Property Rights therein, or otherwise make the Walter SaaS Services available to any third parties other than Customer Users and Client Users;
except as set forth in an Order or as otherwise agreed to by Walter, use the Walter SaaS Services to permit timesharing, service bureau use or commercially exploit the Walter SaaS Services;
use the Walter SaaS Services to solicit or receive funds for public offerings of securities or crowdfunding;
use any payment capability provided by the Walter SaaS Services for any purpose other than collecting funds related to validly issued securities, options or debt associated with Customer or Customer’s clients or portfolio companies;
use or access the Walter SaaS Services:
in violation of any Applicable Law or Intellectual Property Right of any third party; or
in a manner that threatens the security or functionality of the Walter SaaS Services;
use the Walter Services to create, collect, transmit, store, use or Process any Customer Data:
that Customer does not have the lawful right to create, collect, transmit, store, use or process;
that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third-party (including any moral right, privacy right or right of publicity); or
that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
modify the Walter SaaS Services;
attempt to reverse engineer, de-compile or disassemble the Walter SaaS Services;
allow access to your Account by a direct competitor of Walter, unless such access is necessary for Walter’s provision of the Services;
copy, disclose or distribute Content except as expressly permitted by the Terms (including through the use of automated or non-automated harvesting, collection or “scraping”) or otherwise use the Site or Services for competitive purposes;
remove or obscure any proprietary notices or labels on the Walter SaaS Services, including brand, copyright, trademark and patent or patent pending notices, without the prior consent of Walter;
access or use the Walter SaaS Services for the purpose of building a similar or competitive product or service provided that access or use of the Walter SaaS Services as part of a product or service offered by Customer or its Affiliates to their clients will not be considered a competitive product or service;
perform any vulnerability, penetration or similar testing of the Walter SaaS Services without the prior consent of Walter; or
use the Walter Services for any purpose or in any manner not expressly permitted in this Agreement or otherwise in writing by Walter.
Suspension of Access. Modifications. Modifications. Walter may, from time to time and in its discretion without limiting any of its other rights or remedies at law or in equity under this Agreement:
suspend the Customer’s access to or use of the Walter Services or any component thereof:
if Customer or any Customer User violates any provision of this Agreement;
for Scheduled Maintenance (at its discretion or if as defined in an Enterprise Addendum Exhibit A);
due to a Force Majeure Event;
to address any emergency security concerns;
if required to do so by a regulatory body; or
otherwise as expressly permitted under this Agreement.
provided that in the case of suspending access or use of the Walter Services under (E), Walter will provide Customer notice of the applicable event giving rise to suspension and Customer will have a period of ten (10) days to remediate the situation before such suspension; or
Modify the Walter SaaS Services or Documentation, provided that such Modification does not result in the removal of any material functionality of the Walter Services provided to Customer or otherwise materially adversely affect Customer, immediately prior to such modification.
Subject to the preceding sentence, Customer is required to accept all patches, bug fixes and updates made by or on behalf of Walter to the Walter SaaS Services.
Subcontracting. Walter may engage third parties to assist it in providing the Walter Services or any part thereof, subject to this Section 2(e).
Walter shall not disclose Customer Data to any third-party entity or Person unless it is necessary to provide the Services.
The delegating or subcontracting of all or any part of Walter’s obligations under this Agreement to any subcontractor (each, a “Subcontractor”) or sub-processor (each, a “Sub-processor”) will not relieve Walter from any obligation or liability under this Agreement and any breach by any Subcontractor or Sub-processor will constitute a breach by Walter.
Upon reasonable written request by Customer, Walter will make available to Customer a list of Walter’s sub-processors and subcontractors who are involved in processing or sub-processing of Customer Data or other Customer Personal Information in connection with the provision of the Walter SaaS Services or the Professional Services, together with a description of the nature of services provided by each such Sub-processor (“Sub-processor List”) or Subcontractor (“Subcontractor List”) and the jurisdiction (including the province or state, as applicable) where Customer Data is hosted, used, disclosed, or otherwise Processed by each sub-processor or subcontractor. The location of all data centres,that will be used in processing any Customer Data will be described in the Sub-processor List and if there are any data residency requirements they shall be described in the Order .
Any amendment to the Sub-processor List or the Subcontractor List shall be notified in writing to Customer. In the event Customer objects to a sub-processor or subcontractor, Walter shall take all necessary steps to evaluate, investigate and address Customer’s concerns, including conducting further due diligence or appointing another sub-processor or subcontractor, where necessary. If the Parties cannot agree on a mitigation plan, Walter may terminate the relevant part of this Agreement regarding those Services which cannot be provided by Walter without the use of the sub-processor or subcontractor concerned, at its sole and absolute cost.
Without limiting Walter’s obligations under this Section 2(e),
Walter shall ensure that all Sub-processors and Subcontractors are bound by contractual terms that are in all material respects no less onerous than those contained in this Agreement, including those related to Customer Data, Personal Information and Confidential Information;
Walter shall remain responsible and liable for any and all: (a) performance required under this Agreement, including the proper supervision, coordination, and performance of the Walter SaaS Services and Professional Services and any other Walter obligations under the Agreement; and (b) acts and omissions of each Sub-processor and Subcontractor (including their respective employees and agents) to the same extent as if such acts or omissions were by Walter; and
any non-compliance by any Subcontractor or Sub-processor or its employees or agents with the provisions of this Agreement or any Order or statement of work will constitute non-compliance by Walter.
Third-Party Products. The Walter SaaS Services may contain or require the use of Licensed Third-Party Technology or other third-party products that are owned by third parties (collectively “Third-Party Products”). Walter has provided a list of such Third-Party Products to Customer and, upon Customer’s request during the Term, shall provide an updated list to Customer. Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. Walter does not warrant or support Third-Party Products whether or not they are designated by Walter as “certified” or otherwise. Walter cannot guarantee the continued availability of such Third-Party Products features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Walter. Walter is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider. For clarity, unless as otherwise specifically set out in an applicable Order, costs to procure any Third-Party Product shall be borne by Walter and licences to such Third-Party Product shall be obtained by Walter.
Professional Services. Walter will perform the Professional Services set out in an applicable Order, subject to any additional terms and conditions that may be agreed to by the Parties and set out in the Order.
The Customer retains all ownership and Intellectual Property Rights in and to Customer Data, Customer’s Confidential Information, and any Modifications to the foregoing. The Customer grants to Walter a nonexclusive, worldwide, royalty-free, sublicensable, and fully paid-up right during the Term to Process Customer Data:
as required to provide the Walter Services; and
to generate aggregated statistical information that: (A) is anonymized; (B) cannot identify, or re-identify, directly or indirectly, any individual; and (C) does not contain any Personal Information or identify any customers or clients of Customer or its Affiliates, or Customer or its Affiliates, or any other person, (such data, information and materials, the “Aggregated Data”).
Walter may use, process, store, disclose and transmit the Aggregated Data solely for the purposes of: (a) improving and developing its existing and new products and services; and (b) for conducting research and analysis related to Walter’s business, products and services, and publishing the results of such research and analysis. For greater clarity, Aggregated Data will not include any Customer Data. Except for the limited licence expressly provided in this Section 3(a), nothing contained in this Agreement shall be construed as granting Walter or any third-party any right, title, or interest in or to any Customer Data, whether by implication, estoppel, or otherwise.
Except for the rights and licenses granted to Customer and its Customer Users under this Agreement and except as agreed to in any Order or statement of work, Walter or its licensors retain all right, title and interest including all Intellectual Property Rights in and to:
the Walter Services;
Walter’s Confidential Information; and
any Modifications to the foregoing (i) and (ii)
(collectively “Walter Property”).
Customer grants to Walter and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Walter Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Customer Users relating to the operation of Walter’s or its Affiliates’ services (“Feedback”). Nothing in this Agreement will restrict Walter’s or its Affiliates’ right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Customer Users and without any obligation to the Customer or any Customer User. Walter is not obligated to use any Feedback.
All rights not expressly granted by Walter to Customer under this Agreement are reserved.
Subject to the terms and conditions of this Agreement, Walter hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Customer Users and Client Users as provided herein), limited license during the Term to use the Documentation solely for the purpose of use and receipt of the Walter SaaS Services.
Customer understands that Personal Information will be treated in accordance with Walter’s privacy policy located at https://getwalter.com/legal/privacy or such other place as may be updated by Walter from time to time.
Walter will Process Personal Information, including Personal Information of Customer Users and Client Users, only in accordance with Applicable Laws and this Agreement (including privacy laws).
Walter will only Process Customer Data in accordance with this Section 4(b) or as otherwise permitted in this Agreement. Except as otherwise agreed in an Order or statement of work, Customer or, as applicable Customer’s customer, shall have sole responsibility for the accuracy, quality, and legality of Customer Data Processed under this Agreement, and the means by which Customer acquired such Customer Data. Walter may only Process Customer Data on behalf of Customer or as otherwise permitted in this Agreement. In the course of Processing Customer Data on behalf of Customer, Walter shall:
only Process Customer Data as required for the purposes of providing the Services in accordance with the Agreement and as otherwise instructed by Customer in writing from time to time, and not Process any Customer Data in any other manner without the express prior written authorization of Customer unless required to do so by Applicable Laws;
notify Customer (unless prohibited by Applicable Laws) in writing of any (a) enquiry received from individuals relating to the individual’s right to access, modify or correct Customer Data or in any way relating to their Personal Information contained in Customer Data, (b) complaint or correspondence received by Walter relating to the Processing of Customer Data, and (c) order, demand, warrant or any other document purporting to compel the production of any Customer Data, and provide reasonable assistance to facilitate Customer’s compliance with Customer’s obligations under Privacy Laws with respect to such enquiry, complaint or demand;
implement appropriate physical, technical, and administrative measures to safeguard Customer Data against loss, theft, damage and unauthorized or unlawful access or Processing; and shall develop, implement and maintain appropriate security procedures, practices, and programs to protect Customer Data from same, in each case consistent with current industry best practices, and Walter shall maintain the same or a better overall level of security for the Customer Data and the Services throughout the Term; and
notify Customer, without undue delay (an in any event within 24 hours) upon Walter becoming aware of any actual or attempted theft, loss, violation of the protection or unauthorized access, use or disclosure of Customer Data or any other Customer Confidential Information (“Security Incident”). In the event of Security Incident, Walter shall use commercially reasonable efforts to immediately implement appropriate measures to mitigate the Security Incident to the extent possible, promptly provide the Customer with all relevant information (available to Walter) requested by the Customer regarding the Security Incident and develop and execute a response plan to address the Security Incident. Upon discovery of a Security Incident, Walter shall: (i) allow the Customer to conduct any reasonable verification relating to the Security Incident; (ii) assist the Customer to comply with its obligations under Applicable Law; (iii) in cooperation with the Customer, attempt to mitigate any adverse effects of any such Security Incident on the Customer's or its Affiliates business and any affected clients of the Customer or its Affiliates; (iv) take appropriate measures to prevent similar future Security Incidents; and (v) not release or publish any filing, communication, notice, press release, or report concerning the breach, other than to organizations that might also be affected by the breach, without first notifying the Customer, unless required to do so by Applicable Law.
Walter shall maintain all documentation relating to Security Incidents, whether in written or electronic form, including their identification, processing and resolution, for at least five (5) years (unless a shorter period is mandated by law) after final resolution, including the final resolution of any claims arising out of a Security Incident.
During the Term, Walter will cause its auditor to perform audits of its internal controls and security audits for all its facilities (including SOC 2 Type I, SOC 2 Type II and audits relating to Walter’s ISO 27001 certification). Walter will provide Customer with Walter’s then-current SOC 2 Type I report, SOC 2 Type II report and its ISO 27001 certificate upon request and at no additional cost. All such SOC 2 Type I report, SOC 2 Type II report and ISO 27001 certificate are Walter’s Confidential Information.
Except where, and only to the extent, prohibited by Applicable Law, Walter will securely deliver to Customer or provide the customer with the means for self-service retrieval of the Customer Data in a commonly accepted portable format (and securely delete any copies in its custody or control) upon the earliest of: (a) Customer’s written request; (b) the termination of the Agreement for any reason; or (c) the termination of the Services. Any such delivery and deletion shall be made within thirty (30) days, except to the extent that Walter is required to retain a copy of any Customer Data to comply with Applicable laws and provided that Walter will not be required to remove any Customer Data from its backup media and services that are maintained in accordance with its standard backup procedures and record retention policies until such time as such backups are scheduled to be deleted, provided that in all cases Customer Data will continue to be protected in accordance with this Agreement. Walter will certify the secure deletion of the Customer Data in accordance with this Agreement and such backup procedures and record retention policies comply with Applicable Laws. The rights of Customer under this Section 4(e) are in addition to and in no way limit the rights of the Customer under Section 13(g).
Walter will conduct, at its own expense, background and criminal record checks for all of Walter’s personnel and subcontractors who are to be provided access to Customer Data or Customer’s premises, facilities or systems.
Upon Customer’s request, Walter will issue one or more Workspaces to the Customer and its Affiliates for use by: (i) one or more individuals who are employees of the Customer or an Affiliate that the Customer or its Affiliate wishes to have access to and use of the Walter SaaS Services (“Customer Users”); and (ii) if the Customer has purchased a “Professional Workspace” and if applicable, clients or portfolio companies of the Customer or an Affiliate who have been designated by Customer or an Affiliate as client users (“Client Users”). All use by Client Users of the Walter SaaS Services and their assigned Client Workspace will be subject to the terms of service to be entered into directly between Walter and such Client User in the form attached hereto as Exhibit C (the “Terms of Service”). In no event shall Customer be responsible or liable for any access or use of the Walter SaaS Services or the Client Workspaces by Client Users.
The Customer will ensure that each Customer User only uses the Walter SaaS Services through its assigned Customer User Account. The Customer will not allow any Customer User to share its Customer User Account with any other Person. The Customer is responsible for identifying and authenticating all Customer Users and for Customer Users’ use of the Walter SaaS Services in compliance with this Agreement. The Customer will promptly notify Walter of any actual or suspected unauthorized use of the Walter SaaS Services. Walter reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.
The Customer will ensure that all Customer Users comply with this Agreement.
Fees. The Customer will pay to Walter the applicable fees described in each Order (“Fees”). Unless otherwise noted on an Order: (i) all Fees are identified in US dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If the Customer’s use of the Walter SaaS Services exceeds the service capacity set forth in an Order or Customer requests that Walter provide it with services in addition to the Services, the Customer will be billed for such additional services at the then-applicable rates agreed to between the Parties in the applicable Order.
Changes to the Fees. Walter’s fees, changes to Fes and other applicable terms shall be set out in the applicable Order.
Invoicing. Walter will prepare and send to the Customer, at the then-current contact information on file with Walter, an annual invoice for any Fees. Unless otherwise expressly stipulated on the Order, the Customer will pay all invoiced amounts by credit card on file.
Disputed Invoices or Charges. If the Customer believes Walter has charged or invoiced the Customer incorrectly, the Customer must contact Walter no later than 45 days after having been charged by Walter or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Late Payment. Except as provided in Section 8(d) and except in the event of a breach by Walter of its obligations under this Agreement, Customer may not withhold or setoff any amounts due under this Agreement. In the event Customer fails to pay any due and undisputed amount within 15 calendar days of the invoice date, and provided that Walter is not in breach of its obligations under this Agreement, Walter may provide written notice of such failure to pay to Customer and then suspend the Customer’s access to the Walter SaaS Services and any delivery of Professional Services if any due and undisputed amounts have not been paid in full within 15 days following Customer’s receipt of such notice.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST, PST or HST, personal property or other taxes. The Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including applicable interest and penalties) payable in connection with the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Walter.
Definitions. For the purposes of this Agreement, a Party or its Affiliates, receiving Confidential Information (as defined below), directly or indirectly, will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its service providers, licensors or customers that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, clients, suppliers, technology or business, and where Discloser is the Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third-party who was free to disclose it without confidentiality obligations In the case of Customer, “Discloser’s Confidential Information” includes Customer Data and Confidential Information of Customer’s Affiliates.
Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not:
disclose Confidential Information of the Discloser to any Person, except to:
in the case of the Customer to its own personnel and Customer Users that have a “need to know” for the purposes of receiving the Walter Services and that have entered into written agreements no less protective of such Confidential Information than this Agreement; or
in the case of Walter to Walter’s employees, independent contractors, advisors, consultants, agents and its Affiliates, that have a “need to know” for the purposes of providing the Walter Services and that have entered into written agreements no less protective of such Confidential Information than this Agreement;
use Confidential Information of the Discloser other than to exercise its rights or perform its obligations under this Agreement; or
alter or remove from any Confidential Information of the Discloser any proprietary legend.
Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
Exceptions to Confidentiality. Notwithstanding Section 9(b), the Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that Section 9(f) is complied with; and (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.
Injunction and other equitable relief. Each Party agrees: (i) that no adequate remedy exists at law if it breaches any of its obligations in this Section 9; (ii) that it would be difficult to determine the damages resulting from its breach of this Section 9 and that such breach would cause irreparable injury to the Discloser; and (iii) that a grant of injunctive relieve provides the best remedy for any such breach, without any requirement that the Discloser prove actual damage or post a bond or other security. Each Party waives any opposition to such injunctive relief or any right to such proof, bond, or other security.
Return of Confidential Information. Upon the termination or expiration of this Agreement and all Orders under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 13(e) below) of the other Party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, the Recipient may retain copies of the Confidential Information of the Discloser as required by Applicable Law, or to the extent such copies are electronically stored in accordance with the Recipient’s standard backup procedures or record retention policies, so long as such Confidential Information remains subject to the confidentiality provisions set out in this Agreement. Each Party will protect any Confidential Information of the other Party in accordance with this Agreement so long as it retains such Confidential Information.
Legally Compelled Disclosures. To the extent permitted by Applicable Law, prior to any compelled disclosure of Confidential Information under Section 9(c)(i): (i) the Recipient shall inform the Discloser of any impending legally-compelled disclosure as soon as reasonably possible; (ii) at the request of the Discloser, the Recipient shall use commercially reasonable efforts to assist in contesting, quashing, or narrowing the scope of any legally-compelled disclosure; and (iii) if the disclosure arises from discovery during litigation, the Recipient shall use reasonable efforts to seek a protective or confidentiality order that will limit disclosure of Confidential Information during discovery to external counsel and experts only and which will prevent public disclosure of Confidential Information in court. In the event that such protection against disclosure is not obtained, the Recipient will be entitled to disclose Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
Walter Warranties. Walter represents and warrants to, and covenants with, Customer that:
the Walter SasS Services shall be provided, in all material respects, in accordance with the Documentation;
the Professional Services will be performed in a professional and workmanlike manner in accordance with the specification for such Professional Services that are agreed to between the Parties in an Order or statement of work; and
it will employ industry standard or better protections to ensure that the Services contain no viruses or other computer instructions or technological means intended to disrupt, damage or interfere with the use of computers or related systems.
Customer Warranty. Customer represents and warrants to, and covenants with, Walter that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Customer User), obtained all applicable third-party consents and permissions and otherwise has all authority, in each case as required by and in compliance with Applicable Laws, including applicable privacy laws, to enable Walter to Process Customer Data in accordance with this Agreement.
GENERAL DISCLAIMER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED UNDER THIS AGREEMENT: (I) TO THE EXTENT PERMITTED BY APPLICABLE LAW, WALTER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE; AND (II) WALTER EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY TEMPLATES, DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE WALTER SERVICES (OR ANY PART THEREOF), ARE ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
CUSTOMER ACKNOWLEDGES THAT WALTER DOES NOT PROVIDE LEGAL OR INVESTMENT ADVICE OR PRACTICE LAW, NOR DOES IT REVIEW ANY CUSTOMER DATA FOR COMPLIANCE WITH APPLICABLE LAWS.
Walter Indemnity.
Walter will indemnify, defend, and hold harmless the Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by the Customer Indemnitees arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third-party (other than an Affiliate or a Customer Indemnitee) that arise from or relate to (i) any allegation that the Walter SaaS Services infringe any third-party Intellectual Property Right; (ii) Walter’s gross negligence, wilful misconduct or fraud; (iii) breach of Walter’s obligations under Section 4 (Privacy and Security); or (iv) breach of Walter’s obligations under Section 9 (Confidential Information). The foregoing obligation does not apply to any Action or Losses arising out of or relating to any of the following (“Excluded Claims”): (A) incorporation of any Walter SaaS Services into, or any combination, operation, or use of any Walter SaaS Services with, any products or services not provided or authorized by Walter, unless such infringement would also have resulted solely from the use of the Walter SaaS Services without their incorporation in, or combination, operation or use, with such other products or services; (B) modification of any Walter SaaS Services other than by Walter or with Walter’s express written approval; or (C) unauthorized use of the Walter SaaS Services by Customer or a Customer User; THE FOREGOING IS WALTER’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
If the Walter SaaS Services are, or in Walter’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the Customer’s use of any Walter SaaS Services is enjoined or threatened to be enjoined, Walter may, in addition to its indemnification obligations under Section 11(a)(i), at its option and sole cost and expense:
obtain the right for the Customer to continue to use the affected Walter SaaS Services materially as contemplated by this Agreement; or
modify or replace Walter SaaS Services, in whole or in part, to seek to make the Walter SaaS Services (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Walter SaaS Services under this Agreement.
Customer Indemnity. The Customer will defend, indemnify and hold harmless Walter, and its officers, directors, employees and agents (each, a “Walter Indemnitee”) from and against any and all Losses incurred by a Walter Indemnitee arising out of or relating to any Action by a third-party, including Client Users, that arise from or relate to: (i) any allegation that the Customer Data (which for clarity excludes any Aggregated Data) infringe any third-party Intellectual Property Right; or (ii) Customer’s or any Customer User’s gross negligence, wilful misconduct or fraud.
Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 11. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action (although the Indemnitor shall not settle any claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 11(c) will not relieve the Indemnitor of its indemnity obligations under this Section except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
AMOUNT. SUBJECT TO SECTION 12(c), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES, EMPLOYEES, CONTRACTORS, LICENSORS OR SUPPLIERS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE WALTER SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
TYPE. SUBJECT TO SECTION 12(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY CUSTOMER USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR WALTER SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Nothing in this Agreement excludes or limits: (a) Walter’s obligations under Section 4 (Privacy and Security); (b) Customer’s obligations under Section 9 (Confidential Information); (c) claims for Fees owing under this Agreement; (d) Customer’s obligations under Section 11(b) (Customer Indemnity); (e) Walter’s obligations under Section 9 (Confidential Information); (f) Walter’s obligations under Section 11(a) (Walter Indemnities); or (g) either Party’s gross negligence, willful misconduct or fraud.
Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of 1 year (the “Initial Term”). The Term will automatically renew for successive periods of 1 year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 90 days prior to the end of the then current Term (each, a “Renewal Term” and together with the Initial Term, the “Term”).
Termination for Cause. Either Party may terminate this Agreement, an Order or a statement of work, for cause, by giving to the other Party written notice of termination upon the occurrence of any of the following events: (i) the other Party breaches or defaults on any of the material terms or conditions of this Agreement and fails to cure such breach or default within thirty (30) days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (ii) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (iii) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
Termination for Modification. If Walter Modifies the Walter SaaS Services in any way that results in the removal, diminishment or change to any material functionality of the Walter SaaS Services provided to Customer immediately prior to such Modification, and such Modification prevents the Customer from using the Walter SaaS Services to support its processes, procedures and workflows, then Customer may elect to terminate the Agreement by providing at least 30 days’ written notice to Walter.
Payments on Termination. If this Agreement is terminated by Customer pursuant to Section 13(c) or due to Walter’s material breach pursuant to Section 13(b)(i), Walter will provide Customer with a pro rata refund of any unused Fees prepaid by Customer applicable to the period following the effective date of termination of the Agreement. If this Agreement is terminated by Walter due to Customer’s material breach pursuant to Section 13(b)(i), Customer will remain liable to pay the full Fees outstanding on the effective date of termination of the Agreement.
Effect of Termination. Unless otherwise specified in this Agreement, upon expiration or termination of this Agreement, or upon expiration of the Transition Period if applicable:
Customer will immediately cease (and ensure that all Customer Users immediately cease) accessing or using Walter SaaS Services;
within 30 days of such expiration or termination, Customer will return any Walter Property in its possession and certify in writing to Walter that the Walter Property has been returned, and Walter will return Customer’s Confidential Information in its possession and certify in writing to Customer that such Confidential Information has been returned;
no expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. All Fees due and payable and any amounts due to Walter are immediately due and are to be immediately paid by Customer to Walter; and
all Orders will terminate upon the termination of this Agreement. No new Order may be agreed to or entered into by the Parties, upon the termination of this Agreement.
Transition Period Before Final Termination. Provided that this Agreement or an Order or statement of work has not been terminated by Walter due to Customer’s failure to pay any undisputed amount due to Walter, Walter will, in respect of an Order, upon Customer’s written request, continue to provide the Walter SaaS Services and Support Services to Customer (except where Walter is enjoined) for a transition period of up to six (6) months (the “Transition Period”). During the Transition Period, the Walter SaaS Services will be subject to the Fees set forth in the applicable Order, prorated on a monthly basis and payable in advance, based on the annual Fees charged to Customer for the Walter SaaS Services during the twelve month period immediately preceding the termination date. During the Transition Period, Walter will provide Customer Data in accordance with Section 13(g) below.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survive termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership), Section 4 (Privacy and Security), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Customer Warranty), Section 11 (Indemnities), Section 12 (Limitation of Liabilities), Section 13 (Term and Termination), Section 14 (General Provisions) and this Section 13(h) (Survival).
Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or 5 days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Walter, to the following address:
Address: 329 Howe St, #2126, Vancouver, BC V6C 3N2
Attention: Walter Software Corporation
Email: support@getwalter.com
and (ii) if to Customer: for operational matters relating to the provision of the Walter Services and for all other matters, to designees of Customer as designated by Customer in writing from time to time. Walter may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Each Party is solely responsible for keeping its contact information on file with the other Party current at all times during the Term.
Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise without the prior written consent (which consent will not be unreasonably withheld or delayed). Notwithstanding the foregoing: (i) each of Walter and Customer may assign its rights and obligations under this Agreement to an Affiliate; and (ii) either Party may assign its rights and obligations under this Agreement in connection with a merger, amalgamation or other corporate reorganization or a sale of substantially all of its assets relating to that portion of its business that delivers or receives the Services, so long as: (a) the assignee is not a competitor of Walter or Customer, as applicable; (b) the assignee is bound by the terms of this Agreement; and (c) all undisputed past due Fees or any refunds or credits owed are paid in full (a “Permitted Assignment”). In the event of a Permitted Assignment, the assigning Party will provide notice of such assignment to the other Party with relevant documentation and sufficient evidence of the assignment. In this case, under such Permitted Assignment, such assignee will have and may exercise all the rights, and will assume all of the obligations, of the assignor under this Agreement, except that the assignment will not release the assignee from liability for assignee’s obligations under this Agreement prior to such assignment. Any attempt by a Party to assign its rights or obligations under this Agreement, other than as permitted by this Section, will be void and of no effect. Subject to the foregoing, this Agreement inures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
Insurance Requirements. Walter will, without limiting its liability under this Agreement or its obligations under Applicable Laws, at its own expense, obtain and maintain in full force and effect prior to the commencement of provision of the Services and throughout the Term of this Agreement, the insurance coverage described in this Section 14(c) including coverage for their officers, directors and employees:
Professional Liability Insurance: $1,000,000
Directors & Officers: $1,000,000
Cyber Liability: $1,000,000
Governing Law and Attornment. This Agreement and any Action related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent Walter from commencing lawsuits to collect unpaid Fees from the Customer or either Party from seek injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality provisions in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Export Restrictions. The Customer agrees not to directly or indirectly export or re-export any of the Walter Services without first obtaining all required licenses, permits and permissions required under Applicable Law. Walter makes no representation or warranty that the Walter Services may be exported without the Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure Event”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. The Parties agree that in the event a Force Majeure Event affecting a Party continues for four (4) weeks (“Force Majeure Period”), either Party will be entitled to terminate this Agreement, by providing at least ten (10) days’ written notice to the other Party after the completion of the Force Majeure Period. In the event of such termination, Customer’s sole remedy and Walter’s sole liability will be to refund any prepaid Fees for the Walter SaaS Services and providing the transition assistance set forth in Sections 13(f) and 13(g) above. This Section does not apply to any of (i) Customer’s obligations under Sections 8 (Fees and Payment), (ii) Customer’s or Walter’s obligations under Section 11 (Indemnities), or (iii) Customer’s or Walter’s obligations under Section 9 (Confidential Information).
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors. Walter’s relationship to the Customer and its Affiliates is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third-party that it has, any authority to act on behalf of or bind the other Party.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral including terms contained on Walter’s website or terms contained in any invoice, quotation, browse-wrap, shrinkwrap, clickwrap, and other non-negotiated terms and conditions provided with any of the Services, or documentation applicable to Customer’s use of the Services. In the event of any inconsistencies or conflicts between the terms of the main body of this Agreement and the terms of any schedules, appendices, statements of work, Orders or of any other documents attached to and forming part of this Agreement, the terms of the main body of this Agreement will prevail, unless otherwise specifically stated in the applicable statement of work or Order.
Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
Customer Lists. Subject to the prior written Customer consent, Walter may identify the Customer by name and logo as a Walter customer on Walter’s website and on other promotional materials and any such used of name and logo of Customer shall be in accordance with Customer’s branding and trademark usage guidelines as provided to Walter by Customer from time to time. Any goodwill arising from the use of the Customer’s name and logo will inure to the benefit of the Customer. You reserve the right to terminate or suspend Walter’s use of your name and logo, and you will communicate this to us in writing if you want to exercise such right (provided however that such termination or suspension will not require us to seek the removal or take down of previously dissemination materials or publications).
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Counterparts. This Agreement may be signed in counterparts. An electronic signature using a qualified electronic certificate or facsimile signature will be treated in all respects as having the same effect as an original signature.
Affiliate. Walter acknowledges that Affiliates is entitled to the same rights and benefits as Customer under this Agreement as if Affiliates had entered into this Agreement directly, and is entitled to enforce those rights directly against Walter. If and to the extent that Affiliates is not able to directly enforce such rights, Customer shall hold such rights and benefits in trust and as agent for Affiliates. However, Customer, and not Affiliates, shall remain solely liable to Walter for any violations of and any other liability arising from this Agreement.
Per Walter Website https://getwalter.com/legal/terms-of-use
In order to fully realize the value of the Walter platform Customers will need to pay for, maintain and operate the following tools
- Microsoft Office 365 (Microsoft Word)
- Docusign
Customers, may choose to use the following Third Party Products, as optional components at their exclusive cost and discretion:
- iManage
- Clio
If payment processing functionality is utilized an account with VoPay and/or Stripe and/or other supported Payment Service Providers will need to be setup and contracted for directly between Customer and Payment Service Provider.
