Effective November 21, 2024
These terms of service ("Terms"), together with the Order Form (as defined below, and together with these terms the "Agreement") form a contract on the terms set out below by and between EasyRedir Inc. dba Urllo (“Urllo”), a Canadian corporation, and Subscriber (as defined below) regarding the use of Urllo’s software platform, either directly or through any third party partner. INDIVIDUALS WHO ARE UNDER THE AGE OF MAJORITY IN THEIR JURISDICTION OR ARE UNDER 18 YEARS OLD, WHICHEVER IS THE HIGHER, ARE NOT PERMITTED TO SUBSCRIBE FOR THE SERVICES. IF URLLO BECOMES AWARE THAT ANY SUBSCRIBER IS UNDERAGE IT RESERVES THE RIGHT TO IMMEDIATELY CANCEL SUCH SUBSCRIPTION.
1. Definitions
For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
"Acceptable Use Policy" means the policy set out at https://www.urllo.com/legal/acceptable-use-policy;
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control", for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;
"Business Day" means any day, other than Saturday, Sunday or any statutory or civic holiday observed in the Province of Alberta, Canada;
"Deliverable" means any software, studies, data, documentation and/or other materials prepared by Urllo for Subscriber as described in a SOW;
"Documentation" means any and all written or electronic documentation, including websites, user manuals and/or reference materials that Urllo generally makes available to Service subscribers;
"Urllo Platform" means the software-as-a-service products offered by Urllo, including but not limited to: (i) a URL redirection service; (ii) a dashboard to manage Subscribers URL redirection configuration, account and billing information; or (iii) any future functionality as may be made available by Urllo from time to time;
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
"Order Form" means any order form executed by Urllo incorporating these terms, which may be in the form of a separate document, an electronic form completed through any Site or any communications that reasonably constitute a request by Subscriber to purchase the Service;
"Privacy Policy" means Urllo’s privacy policy as set out at https://www.urllo.com/legal/privacy-policy;
"Service" has the meaning set forth in the Order Form. For greater certainty, the Service in these Terms refers to one or more components of the Urllo Platform;
"Service Fee(s)" means any fees (as specified in Order Form) payable by Subscriber to Urllo for the right to receive access to the Service;
"Site" means any of Urllo’s websites, and include without limitation https://www.urllo.com/, dashboard.urllo.com, help.urllo.com and www.urllo-status.com;
"Subscriber" means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms or have subscribed for a free trial under section 2.1;
"Subscriber Data" means all electronic data or information submitted by Subscriber and/or its Users to the Service;
"Subscriber Site" means any website or URL that Subscriber redirects to or from using the Service;
"Term" shall mean the Initial Term and all subsequent Renewal Terms (each as defined in the Order Form);
"User" means (i) an employee, contractor or agent of Subscriber who is authorized by Subscriber to use the Service who has been supplied a user account and password by Subscriber (or by Urllo at Subscriber’s request) for the Service as the case may be.
2. Free Trial
2.1 Free Trial
Subscribers may be permitted, at Urllo’s discretion, to subscribe for a free trial of the Service. Urllo may make one or more Services available to Subscriber and its users on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Subscriber registered to use the applicable Service(s) ("Free Trial Period", which shall be for 14 days unless otherwise agreed), or (b) the start date of any Service subscriptions ordered by Subscriber for such Service(s), or (c) termination by Urllo in Urllo’s sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
2.2 End of Free Trial Period
If Subscriber has provided its payment information during the Free Trial Period then Subscriber will be deemed to have subscribed for a full term and agrees to payment of applicable fees unless it cancels its subscription during the Free Trial Period. If Subscriber has not provided payment details on registration or during the Free Trial Period then Subscriber’s account will be cancelled or downgraded to a free account’s functionality, at Urllo’s discretion.
2.3 Terms During the Free Trial Period
ANY DATA SUBSCRIBER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR SUBSCRIBER, DURING SUBSCRIBER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS SUBSCRIBER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL. NOTWITHSTANDING ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND URLLO SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES FOR THE URLLO TRIAL PERIOD. WITHOUT LIMITING THE FOREGOING, URLLO AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO SUBSCRIBER THAT: (A) ITS USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET ITS REQUIREMENTS, (B) ITS USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. SUBSCRIBER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO URLLO AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF SUBSCRIBER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY SUBSCRIBER OF THIS AGREEMENT AND ANY OF SUSBCRIBER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
3. Grant of License
3.1 Provision of Service
Conditioned on the provisions in this Section 3 and the other terms and conditions of this Agreement, the limitations set out on the Order Form and payment of the applicable fees, Urllo shall make the Service available to Subscriber during the Term for the purpose of allowing Subscriber and its Users to use those Services set out in the Order Form in the internal operation of Subscriber’s business, Subscriber shall not use the Service for any purposes other than the internal operation of Subscriber’s business, all as further described in this Agreement.
3.2 User Accounts
User accounts are for use by Subscriber’s employees, contractors and agents only, and cannot be shared or used by more than one person. User accounts may be reassigned to new employees, contractors or agents replacing former employees, contractors or agents who are no longer accessing the Service.
3.3 Subscriber Affiliates
Subscriber and Subscriber Affiliates may use the Service subject to the terms and conditions of this Agreement. Subscriber shall cause each Subscriber Affiliate to comply with the terms and conditions of this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Subscriber Affiliate shall be deemed an act or omission of Subscriber. In addition, each party may use one or more Affiliates to perform its obligations under this Agreement, provided that such use shall not affect such party’s obligations hereunder and any act or omission by such Affiliate relating to this Agreement shall be deemed an act or omission of such party.
3.4 Reservation of Rights
The rights and licenses granted under this Agreement are only as expressly set forth herein. No other license or right is or will be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of this Agreement or any conduct of either party under this Agreement.
4. Use of the Service
4.1 Subscriber Responsibilities
Subscriber is responsible for all activities that occur in User accounts and for its employees’, contractors’, customers’ and agents’ compliance with this Agreement. Subscriber shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Data, including ensuring that Subscriber has obtained and necessary consents, and made any necessary disclosures to enable Urllo to perform its obligations under this Agreement; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify Urllo promptly of any such unauthorized access or use; (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service; and (iv) comply with the Acceptable Use Policy.
4.2 Use Guidelines
Subscriber shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as required to provide the Service to Users as contemplated by this Agreement; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks; or (vii) use the service in violation of any laws, including any laws related to privacy and the protection of personal information.
4.3 Incremental Services
From time to time, certain additional Urllo or third-party functionality (such functionality being deemed not to be part of the Service) may be made available by Urllo to Subscriber (in the case of third-party functionality, such functionality being made available on a pass-through basis pursuant to terms specified by the third-party provider of such functionality), and which additional functionality may be purchased by Subscriber for additional fees in accordance with such mutually agreed upon terms and conditions as may be applicable to such additional functionality (such terms and conditions prevailing in the event of any inconsistency with the terms and conditions of this Agreement).
4.4 Publicity
Neither party may issue press releases relating to this Agreement without the other party's prior written consent. Each party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party's trademark standard guidelines.
5. Fees and Payment
5.1 Fees
In consideration for the receipt of the Service, Subscriber shall pay Urllo the Urllo Fees as specified in the Order Form. All amounts are payable in US dollars unless otherwise specified in the applicable Order Form. In the event that Subscriber upgrades or downgrades its subscription part-way through any Term, any fee change shall be prorated for the remainder of that Term. In the event that Subscriber cancels its subscription part-way through any Term, any unused fees paid by Subscriber shall be forfeit and will not be refunded.
5.2 Invoicing and Payment
Fees for the Service will be invoiced and payable in advance on the basis set out in the Order Form. Subscriber is responsible for maintaining complete and accurate billing and contact information with Urllo.
5.3 Taxes
Unless otherwise stated, Urllo's fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with its purchases pursuant to this Agreement, excluding taxes based on Urllo's net income or property. If Urllo has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Urllo with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.4 Audit Rights
Urllo shall have the right to use the capabilities of the Service to confirm the number of Users using the Service and Subscriber’s compliance with this Agreement.
5.5 Suspension of Service
If Subscriber's account is overdue, then in addition to any of its other rights or remedies, Urllo shall have the right to suspend the Service provided to Subscriber, without liability to Subscriber, until such amounts are paid in full.
5.6 Fee Changes
At the end of the Initial Term or any Renewal Term, Urllo may change, in its sole discretion, any fees, upon thirty (30) days prior written notice to Subscriber and such revised prices shall become applicable to Subscriber at the start of the next Renewal Term.
6. Proprietary Rights
6.1 Reservation of Rights
Subject to the limited rights expressly granted hereunder, Urllo reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
6.2 Restrictions
Subscriber shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service; or (f) use all or any portion of the Service for hazardous purposes requiring fail-safe performance, such as aircraft navigation, air traffic control, or weapons systems, in which the failure of the Service could lead directly to death, personal injury, or severe physical or environmental damage.
6.3 Subscriber Data
As between Urllo and Subscriber, Subscriber exclusively owns all rights, title and interest in and to all Subscriber Data. Subscriber Data is deemed Confidential Information under this Agreement. Urllo shall not access Subscriber's User accounts, including Subscriber Data, except to respond to service or technical problems or at Subscriber's request or as necessary for the operation of the Service or for billing the Subscriber. Subscriber hereby grants Urllo a non-exclusive license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the Subscriber Data as reasonably required to provide the Service. Urllo will have the right to create analytics, compile and freely use any data derived from Subscriber Data and/or data derived through use of the Service ("Derived Data"). For the avoidance of doubt, Derived Data does not include any raw Subscriber Data or Confidential Information of Subscriber, will not be used to identify Subscriber, and will be anonymized data which does not contain personal information. All right, title and interest in and to Derived Data will be owned by Urllo. The parties hereto acknowledge and agree that Urllo will destroy all files and data left on Urllo’s platform as a result of the usage 30 days following the end of this Agreement. If the Subscriber wishes to retain and transfer data and files from its original location, the Subscriber will be provided the location of the files and may export files to their desired location at their expense, at any time, during the course of this Agreement and up to 30 days following the end of this Agreement, unless a new agreement is put in place for this data.
6.4 Suggestions
Urllo shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or its Users relating to the operation of the Service. For greater certainty, Urllo shall have no obligation to modify the Service to implement any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or its Users.
7. Confidentiality and Privacy
7.1 Definition of Confidential Information
As used in this Agreement, "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party") that is marked as confidential at the time of disclosure or which if disclosed orally is identified as confidential at the time of disclosure and for which a written summary, which is marked as confidential, is provided to the receiving party within thirty (30) days thereafter. Notwithstanding the foregoing, the Service and all pricing information shall be deemed to be the Confidential Information of Urllo. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Confidentiality
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
7.3 Protection
Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
7.4 Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
7.5 Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
7.6 Personal Information
Urllo will process any personal information of Users solely in accordance with the terms of its Privacy Policy. Subscriber acknowledges and agrees that Urllo: (i) in the course of providing the Services, will process the IP address of any device that is directed at any Subscriber Site; and (ii) personal information may be transferred to jurisdictions outside of the jurisdiction in which it was provided to us.
8. Warranties and Disclaimers
8.1 General Warranties
Each party represents and warrants that it has the legal power to enter into this Agreement.
8.2 Service Warranties
Urllo warrants that (i) the Service will perform materially in accordance with the Documentation; and (ii) the Service will not contain or transmit to Subscriber any Malicious Code (except for any Malicious Code contained in User or Subscriber-uploaded materials or otherwise originating from Subscriber or a User). Any claim for any alleged breach of this Section 8.2 must be made within ninety (90) days of the date of such alleged breach and Urllo shall only be liable for any direct damages incurred by Subscriber within the ninety (90) days after the occurrence of such breach and which are a result of such breach.
8.3 Subscriber Warranties
Subscriber warrants that the Subscriber Data will not contain or transmit to Urllo any Malicious Code and that Subscriber will obtain all necessary consents and make all necessary disclosures to enable it to transmit the Subscriber Data to the Urllo platform, and to grant the license rights granted in Section 6.3 above.
8.4 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, URLLO MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification
9.1 Indemnification by Subscriber
Subscriber shall, at its own expense, defend Urllo, its Affiliates and its and their respective officers, directors, employees, consultants and agents (collectively, the "Urllo Indemnitees") in any action, suit or proceeding brought by a third party against any of the Urllo Indemnitees arising from or relating to (i) any Subscriber Site (including without limitation the content or URL of any such Subscriber Site); (ii) the Subscriber Data; or (iii) any infringement by Subscriber of any third party rights, including without limitation any intellectual property rights (collectively, (i), (ii) and (iii) hereinafter referred to as a "Subscriber-related Claim") and shall indemnify and hold the Urllo Indemnitees harmless from and against any settlement amounts agreed by Subscriber in writing and/or any losses, damages, expenses, or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against any of the Urllo Indemnitees by a court of competent jurisdiction in any Subscriber-related Claim. As conditions for the defense and indemnification to be provided by Subscriber, Urllo shall: (i) provide Subscriber with prompt written notice of any Subscriber-related Claim and copies of relevant documentation regarding any Subscriber-related Claim for which indemnification may be sought; (ii) give Subscriber sole control of the defense and settlement of such Subscriber-related Claim; (iii) cooperate fully with Subscriber, at Subscriber’s expense, in the defense or settlement of such Subscriber-related Claim; and (iv) not settle any Subscriber-related Claims or admit liability in respect to any Subscriber-related Claims.
10. Limitation of Liability
10.1 Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING THOSE OF ITS LICENSORS AND/OR SUPPLIERS), CLAIMS FOR NON-PAYMENT OR DEATH OR BODILY INJURY, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAYABLE BY SUBSCRIBER TO URLLO UNDER THE AGREEMENT DURING THE PRECEDING TWELVE (12) MONTH PERIOD.
10.2 Exclusion of Consequential and Related Damages
EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING THOSE OF ITS LICENSORS AND/OR SUPPLIERS), OR DEATH OR BODILY INJURY, NEITHER PARTY SHALL BE LIABLE TO ANY OTHER ENTITY OR PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST DATA, LOST SAVINGS, LOST OPPORTUNITY COSTS, LOST TIME OR GOODWILL, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
11. Term and Termination
11.1 Term of Agreement
This Agreement shall commence as of the Effective Date set forth in the Order Form and shall continue for the Term unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the end of the Initial Term or any Renewal Term hereof.
11.2 Termination for Cause
A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.3 Termination During Trial Period
Either Party may terminate at any time on immediate notice in writing during any Trial Period without any liability to the other party.
11.4 Termination for Free Services
If Subscriber has subscribed for a free service then Urllo may cancel the term at any time without notice and without liability to Subscriber.
11.5 Outstanding Fees
Termination or expiration shall not relieve Subscriber of the obligation to pay any fees accrued or payable to Urllo prior to the effective date of termination or expiration. This shall not apply in respect of any Trial Period.
11.6 Surviving Provisions
The following provisions shall survive any termination or expiration of this Agreement: Sections 5 through 12. Any provisions in any SOWs that deal with the ownership of intellectual property shall also survive any expiration or termination of this Agreement.
12. General Provisions
12.1 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.2 No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
12.3 Notices
All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to Urllo shall be addressed to the attention of the Legal Department. Notices to Subscriber shall be addressed to Subscriber’s signatory of this Agreement unless otherwise designated below.
12.4 Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6 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 of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety (including all SOWs), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.7 Governing Law
This Agreement shall be governed by the laws of the Province of Alberta, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentes confirment que c’est leur volonté que la présente convention de même que tous les documents, y compris les avis, s’y rattachant, soient rédigés en Anglais seulement.
12.8 Venue; Waiver of Jury Trial
The provincial and federal courts located in Alberta, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
12.9 Force Majeure
Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
12.10 Export
Subscriber acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Canada, the United States and other countries, and Subscriber shall comply with all export and import control regulations of such countries. Subscriber shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Subscriber shall be responsible for procuring all required permissions for any subsequent export, import or use of the Service.
12.11 Entire Agreement
This Agreement, including all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any schedule, exhibit or addendum hereto or any SOW, the terms of such schedule, exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no pre-printed terms or conditions stated in a Subscriber purchase order or in any other Subscriber order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.