Enterprise Master Terms and Conditions
As of November 1, 2025
These Enterprise Master Terms and Conditions (the “Master Terms”) govern all enterprise services provided by MyQuarters Inc. (“Quarters”) to the customer identified in an applicable order form (“Client”) that incorporates these Master Terms by reference (each an “Order Form”). These Master Terms and each Order Form are collectively referred to as the “Agreement”.
If there is a conflict between these Master Terms and an Order Form, the Order Form will prevail for the services described in that Order Form, unless the Order Form expressly states otherwise.
1. Definitions
In these Master Terms, the following terms have the meanings set out below:
a) “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
b) “Analytics” means aggregated, de-identified, or anonymized statistics, metrics, segments, benchmarks, indices, insights, and other outputs generated by or through the Quarters platform using Quarters Data.
c) “Client” means the entity identified as Client in an Order Form.
d) “Client Materials” means any content, data, trademarks, logos, creative, copy, campaign parameters, or other materials supplied by or on behalf of Client to Quarters in connection with the Services.
e) “Confidential Information” has the meaning given in section 9.
f) “Law” means any applicable law, regulation, rule, regulatory guideline, or order of a court or governmental authority that applies to a party or the Services, including Canadian federal and provincial privacy and consumer protection laws.
g) “Order Form” means a written order form or similar document signed by the parties (or agreed electronically) that describes the Services to be provided and references these Master Terms.
h) “Personal Information” means information about an identifiable individual or any similar concept under applicable privacy Law, including as defined in the Personal Information Protection and Electronic Documents Act (PIPEDA) and Quebec’s Act respecting the protection of personal information in the private sector as amended by Law 25.
i) “Quarters Data” means all data collected, generated, or derived by or through the Quarters consumer platform from or about Quarters Users, including bank transaction data, account information, and behavioral and usage data, as well as any associated metadata.
j) “Quarters User” means an individual consumer who has registered for the Quarters platform and agreed to Quarters’ consumer-facing Terms of Use and Privacy Policy.
k) “Services” means the enterprise services described in an Order Form and in any applicable enterprise service description or schedule referenced in that Order Form (including any description published at https://myquarters.ca/legal/enterprise-services), including access to dashboards, Analytics, rewards and activation functionality, and referral tools.
l) “Territory” means the geographic territory specified in an Order Form.
2. Agreement structure
a) Each Order Form that references these Master Terms forms a separate contract between Quarters and Client.
b) These Master Terms apply to all Order Forms unless expressly excluded in the Order Form. No other terms or conditions (including any purchase order or standard terms of Client) apply unless expressly incorporated in writing.
c) If there is any conflict or inconsistency between an Order Form and these Master Terms, the Order Form will prevail for the Services described in that Order Form.
3. Provision of Services
a) Subject to the Agreement and payment of applicable fees, Quarters will provide the Services to Client in the Territory during the term specified in the applicable Order Form.
b) Quarters may update, improve, or modify the Services from time to time, provided that such changes do not materially reduce the core functionality described in the relevant Order Form during the then current term.
c) Quarters will use commercially reasonable efforts to maintain availability of the Services, subject to planned maintenance windows and emergency interruptions. Quarters does not guarantee uninterrupted or error free operation.
d) Client acknowledges that the Services, including any dashboards and Analytics, reflect activity by Quarters Users only. Quarters does not guarantee any minimum number of Quarters Users, any minimum level of engagement or spending at Client’s brand, or any specific commercial outcome.
e) Any examples, forecasts, case studies, or projections provided by Quarters are illustrative only and do not constitute guarantees of results.
f) Quarters is responsible for operating the Quarters platform and making the Services available in accordance with the Agreement. Client will make commercially reasonable efforts to promote the Quarters program to its own customers using referral tools, links, QR codes, and co-branded materials provided by Quarters, in placements agreed between the parties.
g) Unless expressly stated otherwise in an Order Form, the Services are provided through Quarters’ multi-tenant production environment.
4. Quarters Data, Analytics, and data roles
a) As between the parties, Quarters owns all rights, title, and interest in and to:
i) the Quarters consumer platform and all related software, infrastructure, and documentation,
ii) Quarters Data, and
iii) all Analytics and other outputs generated from Quarters Data, including dashboards, reports, segments, indices, and benchmarks.
b) Quarters acts as the organization responsible for Quarters Data under applicable privacy Law, including PIPEDA and substantially similar provincial laws, and for compliance with such laws in relation to Quarters Users’ Personal Information collected through the Quarters platform.
c) Client is responsible for its own customer and prospect data, and for compliance with applicable Law (including privacy, human rights, consumer protection, and anti spam laws) as it applies to Client’s own systems, channels, and customers.
d) Unless expressly stated otherwise in an Order Form:
i) Quarters does not process Client’s customer Personal Information on behalf of Client as a service provider or agent, and
ii) Quarters will not provide Client with raw bank transaction data or Personal Information relating to any Quarters User.
e) If, in future, the parties agree in writing that Quarters will process Client Personal Information on Client’s behalf, they will enter into a separate written data protection addendum that will govern that processing.
f) Quarters Users are governed solely by Quarters’ consumer facing Terms of Use and Privacy Policy available at https://myquarters.ca/legal/terms and https://myquarters.ca/legal/privacy respectively as updated in accordance with those documents. Nothing in the Agreement creates any contractual relationship between Client and any Quarters User by virtue of Client’s use of the Services. Quarters has no obligation to provide Client with Personal Information about any Quarters User.
g) Except as expressly stated in the Agreement, fees are non-refundable.
5. License and permitted use
a) Subject to the Agreement and payment of applicable fees, Quarters grants Client a limited, non exclusive, non transferable, non sublicensable, revocable license during the term of the applicable Order Form to:
i) access and use the dashboards and Analytics made available to Client under the Services, and
ii) use Quarters’ referral tools, links, and co branded materials solely to promote the Quarters program to Client’s customers in the Territory,
in each case for Client’s internal business purposes and in accordance with the Agreement.
b) Client will not, and will not permit any third party to:
i) attempt to re identify any individual from any dashboards, Analytics, or other outputs of the Services,
ii) combine dashboards or Analytics with Client’s own customer records or other datasets for the purpose of determining which individuals are Quarters Users,
iii) copy, reproduce, modify, or create derivative works of the Services or Analytics, except as reasonably necessary for internal reporting,
iv) resell, sublicense, distribute, or otherwise disclose Analytics or dashboards to any third party, other than Client’s professional advisers under duties of confidence, or
v) use the Services or Analytics in any manner that violates applicable Law, including human rights or anti discrimination Law, or that is reasonably likely to harm vulnerable groups such as low income households or newcomers.
c) Quarters may continue to use and commercialize Analytics and Quarters Data in anonymized and aggregated form for its other clients and for its own business purposes, provided that Quarters does not identify Client as the source of a specific statistic without Client’s consent.
6. Client obligations
a) Client will:
i) use the Services only in accordance with the Agreement and applicable Law,
ii) maintain secure credentials for its users of the Services and ensure that only authorized personnel access the dashboards,
iii) not attempt to gain unauthorized access to the Quarters platform or underlying systems, and
iv) promptly notify Quarters if Client becomes aware of any unauthorized use or compromise of its access to the Services.
b) Client will provide Quarters with accurate and up to date Client contact information and promptly notify Quarters of any changes.
c) Where Client uses Quarters’ referral tools or co branded campaigns, Client will follow Quarters’ reasonable brand and messaging guidelines and will not present the Quarters program in a false, misleading, or deceptive manner.
7. Fees and payment
a) Client will pay the fees specified in each Order Form, in the currency stated, plus applicable taxes.
b) Unless stated otherwise in an Order Form, Quarters will invoice:
i) recurring platform fees in advance, and
ii) variable, usage based, rewards, or campaign fees in arrears.
c) Client will pay all invoices within thirty (30) days of the invoice date, using the payment method agreed in the Order Form or otherwise in writing.
d) If any amount is overdue, Quarters may charge interest on the overdue amount at the lesser of 1.5 percent per month (18 percent per year) or the maximum rate permitted by Law, calculated from the due date until the date paid.
e) Client is responsible for all applicable sales, use, value added, and similar taxes (excluding taxes on Quarters’ income). If Client is tax exempt, it must provide valid exemption documentation.
f) Quarters may suspend access to the Services if any undisputed amount remains unpaid more than thirty (30) days after written notice of non payment. Quarters will reinstate access promptly after receiving payment.
g) Except as expressly stated in the Agreement, fees are non-refundable.
8. Confidentiality
a) “Confidential Information” means any non public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. For Quarters, Confidential Information includes pricing, platform architecture, security practices, and non public Analytics. For Client, Confidential Information includes non public information about Client’s business plans and internal performance.
b) The Receiving Party will:
i) use the Disclosing Party’s Confidential Information only for the purposes of the Agreement, and
ii) not disclose it to any third party except to its Affiliates, employees, contractors, and professional advisers who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as those in this section.
c) The obligations in this section do not apply to information that:
i) is or becomes publicly available without breach of this section,
ii) was known to the Receiving Party without confidentiality obligations before disclosure by the Disclosing Party,
iii) is received from a third party who did not acquire or disclose it in breach of any legal or contractual obligation, or
iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
d) The Receiving Party may disclose Confidential Information to the extent required by Law or a valid court or regulatory order, provided that it (where legally permitted) gives advance notice to the Disclosing Party and cooperates reasonably in any effort to limit or challenge the disclosure.
e) Each party will use at least the same degree of care to protect the other party’s Confidential Information as it uses to protect its own information of a similar nature, and in any event no less than a reasonable degree of care.
9. Privacy and security
a) Quarters will implement and maintain technical and organizational safeguards that are reasonably appropriate to the sensitivity of Quarters Data and the nature of the Services, with the aim of protecting Quarters Data against unauthorized access, use, disclosure, alteration, or destruction.
b) Quarters may use third party service providers and subprocessors (such as hosting providers, analytics tools, and connectivity providers) in Canada, the United States, and other countries to host and process Quarters Data, provided that Quarters remains responsible for their performance and ensures that they are bound by appropriate contractual obligations regarding privacy and security.
c) Quarters’ handling of Personal Information relating to Quarters Users is governed by its consumer facing Privacy Policy available at https://myquarters.ca/legal/privacy, as updated in accordance with that document.
d) Client will not attempt to circumvent or interfere with Quarters’ anonymization or aggregation processes, nor will it use the Services in a manner that undermines Quarters’ privacy commitments to Quarters Users.
e) If either party becomes aware of any actual or suspected unauthorized access to or use of systems within its control that materially affects the Services or Quarters Data (a “Security Incident”), it will:
i) notify the other party without undue delay,
ii) provide available information reasonably requested to understand the nature and impact of the incident, and
iii) cooperate in good faith in any remedial or regulatory steps that are reasonably necessary.
f) Each party is responsible for determining whether any regulatory or user notification is required under applicable Law in relation to a Security Incident that affects it. Where notifications relate to Quarters Users, Quarters will lead and coordinate such notifications.
10. Marketing, CASL, and campaigns
a) Each party is responsible for its own compliance with Canada’s Anti Spam Legislation (CASL) and any similar anti spam or marketing Law when sending commercial electronic messages from its own systems or channels.
b) Where Quarters sends campaigns or communications to Quarters Users on behalf of or in collaboration with Client using the Services, Quarters will:
i) determine whether Quarters has appropriate consent or other lawful basis under CASL and privacy Law to send such messages to Quarters Users, and
ii) include appropriate identification and unsubscribe mechanisms in accordance with CASL and its own practices.
c) Client will not require Quarters to send any communication or run any campaign that would cause Quarters, acting reasonably, to believe such activity would be unlawful, deceptive, or materially harmful to Quarters Users.
d) Client is responsible for the content of Client Materials used in campaigns, including any offers, discounts, or claims about Client’s products or services. Quarters is not responsible for the truth or legality of such content.
11. Warranties and disclaimers
a) Each party represents and warrants that:
i) it is duly organized and validly existing under the laws of its jurisdiction of formation,
ii) it has the power and authority to enter into and perform its obligations under the Agreement, and
iii) the person executing an Order Form on its behalf is authorized to bind it.
b) Quarters represents that it will provide the Services in a professional and workmanlike manner and will use commercially reasonable efforts to ensure that the Services materially conform to the descriptions in the applicable Order Form.
c) Except as expressly set out in the Agreement, the Services and Analytics are provided “as is” and “as available”. To the maximum extent permitted by Law, Quarters disclaims all other warranties, representations, and conditions, express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, non infringement, or arising from course of dealing or usage of trade.
d) Quarters does not warrant that the Services or Analytics will be free from errors or omissions, or that they will predict or guarantee any particular financial or commercial outcome.
12. Indemnities
a) Client will indemnify, defend, and hold harmless Quarters and its Affiliates, and their respective officers, directors, and employees, from and against any third party claims, damages, losses, and reasonable costs (including legal fees on a substantial indemnity basis) arising out of or related to:
i) Client’s use of the Services or Analytics in breach of the Agreement or applicable Law,
ii) Client’s breach of the use restrictions in section 5,
iii) Client’s violation of CASL or other marketing laws in relation to messages sent from Client’s own systems, or
iv) any allegation that Client Materials infringe or misappropriate a third party’s intellectual property rights.
b) Quarters will indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, and employees, from and against any third party claims, damages, losses, and reasonable costs arising out of or related to a claim that the Services, as provided by Quarters and used by Client in accordance with the Agreement, infringe a registered patent, copyright, trademark, or trade secret of a third party in Canada or the United States.
c) Quarters’ obligations under section 12(b) do not apply to any claim to the extent it arises from:
i) Client Materials or any combination of the Services with Client’s products or services not reasonably contemplated by the Agreement,
ii) use of the Services in breach of the Agreement, or
iii) use of a version of the Services that has been superseded, if the claim would have been avoided by use of a then current version made available by Quarters.
d) As a condition of receiving indemnification under this section, the indemnified party must:
i) promptly notify the indemnifying party of the claim,
ii) permit the indemnifying party to control the defense and settlement of the claim (provided that any settlement that imposes non monetary obligations on the indemnified party requires its prior written consent, not to be unreasonably withheld), and
iii) provide reasonable cooperation at the indemnifying party’s expense.
e) If the Services are subject to a claim under section 12(b), Quarters may, at its option and expense:
i) modify the Services so that they are non infringing while substantially preserving their functionality,
ii) replace the Services with substantially equivalent non infringing services, or
iii) if neither of the above options is commercially reasonable, terminate the affected Order Form and refund any prepaid, unused fees for the period after termination.
13. Limitation of liability
a) To the maximum extent permitted by Law, each party’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, for all claims relating to a particular Order Form, is limited to an amount equal to the fees paid or payable by Client to Quarters under that Order Form in the twelve (12) months immediately preceding the event giving rise to the first such claim.
b) The limitation in section 13(a) does not apply to:
i) Client’s payment obligations under the Agreement,
ii) either party’s liability for death or personal injury caused by its negligence,
iii) either party’s fraud or fraudulent misrepresentation, or
iv) Client’s breach of sections 5 or 8 or its indemnity obligations under section 12(a).
c) To the maximum extent permitted by Law, neither party will be liable to the other for any indirect, consequential, special, punitive, or exemplary damages, or for any loss of profits or revenue, business interruption, or loss of data, even if advised of the possibility of such damages.
d) The limitations and exclusions in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if a limited remedy fails of its essential purpose.
14. Term, suspension, and termination
a) The term of these Master Terms begins on the effective date of the first Order Form and continues so long as any Order Form remains in effect, unless terminated earlier as permitted by this section. Each Order Form has the term specified in that Order Form.
b) Either party may terminate an Order Form (and, if no other Order Forms remain, these Master Terms) with immediate effect on written notice if the other party:
i) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, or
ii) becomes insolvent, enters into bankruptcy or receivership proceedings, or ceases to carry on business in the ordinary course.
c) Quarters may suspend Client’s access to the Services, in whole or in part, if:
i) any undisputed amount remains unpaid more than thirty (30) days after the due date,
ii) Quarters reasonably believes that Client’s use of the Services poses a material security risk, violates Law, or risks harm to Quarters Users, or
iii) Client is in material breach of section 5 or 8.
Quarters will limit any suspension to what is reasonably necessary and will restore access promptly once the underlying issue is resolved.
d) On termination or expiry of an Order Form:
i) Client’s right to access the Services and Analytics under that Order Form ends,
ii) each party will return or destroy the other’s Confidential Information relating to that Order Form upon request, subject to standard backup retention and legal record keeping requirements, and
iii) any fees accrued but unpaid up to the date of termination remain due and payable.
e) Sections that by their nature are intended to survive termination or expiry will continue in effect, including sections 4, 5, 7(d)-(f), 8, 9, 10, 11, 12, 13, 14(d)-(e), and 17.
15. Changes to these Master Terms
a) Quarters may update these Master Terms from time to time. The version posted at https://myquarters.ca/legal/enterprise-terms will indicate the effective date of the latest update.
b) For existing Order Forms, material changes will not apply until the start of the next renewal term of the relevant Order Form, unless:
i) the change is required to comply with Law or to address a material security or regulatory issue, or
ii) the parties agree in writing to apply a change earlier.
c) Quarters will give reasonable notice (for example by email to Client’s primary contact or through the enterprise portal) of material changes. If Client does not agree to a material change that would apply to a renewal term, Client may provide notice of non renewal of the affected Order Form in accordance with the Order Form.
16. Governing law and disputes
a) The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that province, without giving effect to any conflict of laws rules that would result in the application of the laws of another jurisdiction.
b) The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto, Ontario, for any disputes arising out of or relating to the Agreement, subject to any mandatory rules of Law.
c) Before commencing formal proceedings, the parties will use reasonable efforts to resolve any dispute through good faith negotiations between senior representatives over a period of at least thirty (30) days.
17. Miscellaneous
a) Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets relating to the Agreement, provided that the assignee agrees in writing to be bound by the Agreement. Any prohibited assignment is void.
b) Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or fiduciary relationship between the parties.
c) Force majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes (other than those involving that party’s own employees), failures of third party networks, or government actions, provided that the affected party uses reasonable efforts to mitigate the impact and resumes performance as soon as reasonably possible.
d) Notices. Formal notices under the Agreement must be in writing and sent by personal delivery, courier, or email to the contact details set out in the relevant Order Form, or to such other address a party designates by notice. Notices are deemed received on delivery, on confirmed email transmission, or on the date shown in a courier’s delivery records.
e) Entire agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or understandings, whether written or oral, relating to that subject matter.
f) Amendments. Except as provided in section 15, any amendment to the Agreement must be in writing and signed by both parties.
g) No waiver. A failure or delay by either party to exercise any right or remedy under the Agreement does not constitute a waiver. Any waiver must be in writing and applies only to the specific instance identified.
h) Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.
i) Subcontractors. Quarters may use subcontractors and third party service providers to perform the Services or any part of them. Quarters remains responsible for the performance of its subcontractors and service providers under the Agreement and will ensure that they are bound by obligations consistent with Quarters’ obligations under the Agreement.
j) Publicity and trademarks. Each party retains all right, title, and interest in and to its own names, trademarks, logos, and branding. Subject to Client’s reasonable brand guidelines, Client grants Quarters a non-exclusive, revocable right to display Client’s name and logo on Quarters’ websites, pitch materials, and customer lists as a reference customer, unless Client notifies Quarters in writing that it does not consent. Any other use of a party’s marks requires prior written approval of that party.
k) Compliance. Each party will comply with applicable anti corruption, anti bribery, and economic sanctions Laws in connection with the Agreement. Each party represents that it is not listed on, and is not owned or controlled by any person listed on, any applicable Canadian, United States, or European Union sanctions or restricted party list.
l) No third party beneficiaries. The Agreement is for the sole benefit of Quarters and Client and their permitted successors and assigns. No other person, including any Quarters User or any customer of Client, has any rights under the Agreement or is entitled to enforce any of its terms.