End User License Agreement

CLICK-THROUGH TERMS AND CONDITIONS

This Agreement (defined below) sets forth the terms and conditions which govern your subscription and access to, and use of, the Service (defined below). If you wish to use the Service, you must indicate your acceptance of, and agreement to be bound by, this Agreement. By installing the software, clicking to accept these Terms and Conditions, and/or accessing the Service, you are entering into a contract with IceFire Studios Corporation (“Vendor”) for access to and use of the Service, and you are agreeing, individually and on behalf of the entity/organization whose information you provided during the registration process and any affiliated entity (including a parent, subsidiary, affiliate or joint-venture partner) (“User” or “You”), to be bound by the terms set out herein. If you do not agree to the terms of this Agreement, you are not permitted to use or access the Service.

If you are accessing and using the Service on behalf of an entity or organization, you represent and warrant that you: (i) have the authority to legally bind such entity or organization; and (ii) that you are duly authorized to enter into this Agreement on behalf of the Customer (defined below). In that event, all references to “you” in this Agreement shall be a reference to both (1) you as an individual User; and (2) the entity or organization on whose behalf you are accessing and using the Service.

No terms or conditions included in any User or Customer purchase order or in any other order documentation shall be incorporated into, or form any part of, these Click-Through Terms and Conditions, and all such terms or conditions shall be null and void, unless such terms or conditions are accepted by Vendor and Vendor accepts payment from you or the organization you represent.

1. Definitions.

"Agreement” means these Click-Through Terms and Conditions and all referenced documents herein that combine to form the entire agreement between the Parties.

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the Parties or the subject matter of this Agreement.

“Cloud” means the Service installed on the Customer’s Cloud environment, including SharePoint Online or related Microsoft Cloud products, with components that may be hosted on other cloud infrastructure provided by Microsoft or 21Vianet.

“Customer” or “You” means the customer accepting this Agreement, and includes the entity, organization, or company on whose behalf Customer has entered into these Click-Through Terms and Conditions. Customer specifically includes any entity using the SharePoint servers or the SharePoint online tenant where the Software is installed, including any affiliate, parent, subsidiary, and/or joint-venture.

"Customer Data" means all electronic data or information (i) uploaded by the Customer’s Users to Microsoft SharePoint Online or related products such as OneDrive, Teams, and/or Lists, in the process of using the Services; (ii) translations generated by the Services in the form of output data (i.e. translated documents, items, or user interface elements) received by the Customer, but does not mean output formats, layouts or features that are intrinsic to the Services.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“On Premise” means Software that is installed locally, on Customer’s computers and servers.


“Party” or “Parties” means either the Customer or the Vendor, or a combination of both.


“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, Personal Data does not include information that is anonymized or aggregated.

“Quote” means the quote given by Vendor to Customer, itemizing the Service and applicable fees.


"Service" means the On Premise and Cloud services and corresponding Software provided by Vendor to the Customer. Each Service applicable to the Customer is described in the applicable Quote.

“Software" means any software, library, utility, tool, or other computer or program code, in object (binary) or source- code form, as well as the related documentation, provided by Vendor. The Software is distributed to the Customer and includes software accessed by the Customer’s Users through the Internet or other remote means (such as websites and "cloud-based" applications).

Subscription Term” means the period of time between the date on which the Customer is granted a license to the Service and the date on which such access expires.

Support Services" means the support, maintenance and -upgrade services provided or to be provided by the Vendor to the Customer. Support Services may be included as part of a Customer’s subscription for the Services or for an additional fee, all of which are more fully described in the applicable invoice.  

Term” means the Term of this Agreement, which commences on the Effective Date and continues until all subscriptions granted to Customer in accordance with this Agreement have expired or been terminated. 

"Users" means individuals, including You, who are authorized by Customer to use the Service, for whom subscriptions to the Service have been purchased, and who have been supplied user identifications and credentials to the SharePoint sites on which the Software is installed by Customer . Users may include employees, consultants, contractors and Customer Agents of Customer or its Affiliates. 

 “Vendor” means IceFire Studios Corporation, a company incorporated under the laws Canada, having its principal place of business at 261 Montreal Road #310, Ottawa, Ontario, K1L 8C7.

2. Service.

2.1. Applicable Subscription Terms. The terms applicable to On Premise and Cloud Services differ. You will be governed by the terms that apply to the Service you have purchased as set out in the Quote provided by Vendor to Customer.

2.2. On Premise

2.2.1. Scope. If You have purchased the On Premise Service, this section 2.2 applies to you. For greater certainty, these terms do not apply to users of the Cloud Service. This section 2.2 governs your initial purchase and use of the On Premise Service, as well as future purchases made by you under this On Premise Service.

2.2.2. Installation. Under this Agreement, Vendor grants Customer the right to install and run the Service on Customer’s server or servers as the case may be (meaning a physical hardware system with an internal storage device capable of running the Software), for use by Users, so long as Customer and Users comply with all the terms of this Agreement.

2.2.3. Restrictions. Customer must not: (1) use, frame, mirror, or virtualize features of the Service or otherwise create separate copies of the Service in any way; (2) publish, copy (other than the permitted backup copy), rent, lease, or lend the Service; (3) transfer the Service (except as permitted by this agreement); (4) work around any technical restrictions or limitations in the Service; or (5) reverse engineer, decompile, or disassemble the Service, or otherwise attempt to access the source code of the Service.

2.2.4. Backup Copy. You may make a single copy of the software for backup purposes, and may also use that backup copy to transfer the software, only as permitted in section 2.2.4.

2.2.5. Transfer.

2.2.5.1. Service preinstalled on device. If you acquired the Service preinstalled on a device, you may transfer the license to use the Service directly to another User, only with the licensed device. The transfer must include the Service and, where applicable, the license key provided by Vendor. Before any permitted transfer, the other party must agree that this agreement applies to the transfer and use of the Service.

2.2.5.2. Stand-alone Service. If you acquired the Service as stand-alone Service, you may transfer the Service to another device that belongs to you. In some cases you may have to contact Vendor for a new license key. You may also transfer the Service to a device owned by someone else if (i) you are the first licensed user of the Service and (ii) the new user agrees to the terms of this agreement. You may use the backup copy we allow you to make or the media that the Service came on to transfer the Service. Every time you transfer the Service to a new device, you must remove the Service from the prior device. You may not transfer the Service to share licenses between devices.

2.2.6. Authorized Service and Activation. You are authorized to use this Service only if you are properly licensed and the Service has been properly activated with a genuine license key or other activation method. 

2.2.7. License. Subject to the terms and conditions of this Agreement, Vendor grants you a perpetual, non-exclusive, non-sublicensable and non-transferable (except as permitted by this Agreement) license to install and use the Service during the applicable Subscription Term for your own business purposes, in accordance with this Agreement and Applicable Law. Vendor reserves all rights not expressly granted in this Agreement.

2.2.8. Subscription Term & Support. The On Premise Service is acquired on a fixed term basis, as further set out in your invoice . Support must be separately paid for and purchased by Customer on an annual basis, in accordance with section 4 of this Agreement.

2.3. Cloud Subscription.

2.3.1. Scope. This section 2.3 governs your initial purchase and use of the Cloud Service, as well as future purchases made by you under this Service.

2.3.2. Restrictions. Customer must not: (1) modify, copy or create derivative works based on the Service; (2) frame or mirror any content forming part of the Service, other than for its own internal business purposes; (3) disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any Software or other aspect of the Service; (4) publish, copy, rent, lease, sell, export, import, distribute, or lend the Software or the Service, unless Vendor expressly authorizes you to do so; (5) use the Service in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network; or (6) access the Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service.

2.3.3. License. Subject to the terms and conditions of this Agreement, Vendor grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the Service during the applicable Subscription Term for your own business purposes, in accordance with this Agreement and Applicable Law. Vendor reserves all rights not expressly granted in this Agreement.

2.3.4. Subscription Term & Support. Subscriptions are paid for and acquired on an annual basis. All such subscriptions purchased by Customer for the Cloud Service include Support by Vendor.

2.4. Terms that Apply to All Services.

2.4.1. Authorized Users. Only Authorized Users may access and use the Service. You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with Customer Data, and for all fees incurred by Authorized Users (or from adding Authorized Users).  

2.4.2. System Requirements. You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Service as specified in the provided Installation Guide or other relevant documentation provided by Vendor. Vendor will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Vendor.

3. Use of the Service.

3.1. Customer Responsibilities. Customer is responsible for all activities that occur in User accounts and for Users' compliance with this Agreement.  Customer shall: (i) have sole responsibility for verifying the accuracy, quality, integrity, legality, reliability, and appropriateness of all translations; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Vendor promptly of any such unauthorized access or use; (iii) comply with all Applicable Laws in using the Service; (iv) abide by all license restrictions contained within any open source software that may be used as communicated by Vendor to Customer from time to time; (v) use all applicable licenses only for the purposes and in the manner for which it was intended (for example, testing or development licenses shall only be used in testing or development environments and not for production purposes).

3.2. Publicity. Neither Party may issue press releases or otherwise publicize the Parties’ relationship relating to this Agreement without the other Party's prior written consent. Notwithstanding the foregoing, Vendor may use and/or otherwise display Customer’s logo on Vendor’s website and within Vendor’s marketing collateral as a valued Customer.

4. Fees & Payment.

4.1. User Fees. Customer shall pay all fees specified in the invoice provided by Vendor to Customer.  All fees are quoted and payable in the lawful currency of the United States, unless otherwise specified. Except as otherwise specified in section 12 herein: (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable, and (iii) fees paid are non-refundable.

4.2. Invoicing & Payments. Fees for the Service will be invoiced on an annual basis. Charges are due net 30 days from the invoice date, unless otherwise stated in the invoice. Customer is responsible for (i) maintaining complete and accurate contact and billing information by notifying Vendor of any such changes, and (ii) informing Vendor where Customer has not received an invoice, including where Customer has received a license key but has not received an invoice.

4.3. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Vendor's discretion, late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.4. Suspension of Support Services. If Customer's account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Vendor reserves the right to suspend any Support Services provided to Customer, without liability to Vendor, until such amounts are paid in full.

4.5. Taxes. Unless otherwise stated, Vendor's fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes").  Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Vendor's net income or property.  If Vendor has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Vendor with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Free Trial Terms.

5.1. Free Trial Period. Subject to the availability of, and Customer’s eligibility for, a free trial of the Service, Customer may register for, and will be granted a one-time, free trial subscription during which Customer may access and use a trial version of the Service for free (the "Free Trial Period"). The length of any such Free Trial Period may vary from time to time and will be indicated at the time Customer registers for the Free Trial Period. The Free Trial Period and this Agreement are effective as of the date upon which Customer accept the terms and conditions in this Agreement and expire at midnight on the last day of the Free Trial Period. 

5.2. Customer may terminate or otherwise stop using the Service prior to the expiration of the Free Trial Period, at which point Customer will not have any financial obligation with respect to the Free Trial Period.

5.3. Customer must purchase a subscription to the Services to continue using such Service after the Free Trial Period. Customer may purchase a subscription during the Free Trial Period, and such subscription will be activated on the date of the invoice. If Customer does not purchase a subscription, Customer acknowledges and agrees that Vendor may, without notice or any liability to Customer, terminate Customer’s access to the Service upon expiry of the Free Trial Period. Upon receiving an invoice, Customer may immediately use the Service in production.

5.4. Customer acknowledges and agrees that Customer is only entitled to only one Free Trial Period. Notwithstanding the foregoing, Vendor may grant additional Free Trial Periods, or extend a Free Trial Period at its sole and absolute discretion. 

5.5. Customer acknowledges and accepts that the free trial is only intended for the purposes of evaluation, testing and/or development by Customer. During the Free Trial Period, Customer is strictly prohibited from using the Service for any production by Customer or in Customer’s production environment.

6. Proprietary Rights.

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Vendor reserves all rights, title and interest in and to the Service, including all related intellectual property rights.  No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2. Customer Data. As between Vendor and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data.  Vendor does not have access to, and does not store, process, collect or retain any Customer Data. Customer is solely responsible for obtaining all necessary rights to Customer Data, including all consents and third-party intellectual property rights.

6.3. Suggestions. Vendor shall have a royalty free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service.

7. Privacy Rights.

7.1. Collection of Personal Data by Vendor. Customer acknowledges that Vendor collects limited Personal Data from Customer and Customer’s Users in accordance with the purposes set out in Vendor’s Privacy Policy, which forms part of and is incorporated by reference to this Agreement. If Vendor’s use (whether directly or indirectly) of the Personal Data collected pursuant to Vendor’s Privacy Policy is contrary to any applicable privacy laws, including all provincial, state, federal, and international laws, regulations, and national government agency orders and decrees, or contrary to any of the restrictions set forth in this Agreement, Customer shall have the right to: (a) terminate the Agreement for cause if such breach has not been cured within five (5) days of receipt by Vendor of written notice, and (b) pursue any other legal and equitable remedies.

7.2. Sharing or Selling of Personal Data. The Parties hereby warrant and represent that no Personal Data will be shared with or sold to any third parties except as required by this Agreement or applicable law.

8. Confidentiality.

8.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including this Agreement (any applicable Quote(s)), the Service, the Software, business and marketing plans, technology and technical information, product designs, and business processes.  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.

8.2. 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.

8.3. 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).  

8.4. 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 Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 

8.5. 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 hereunder, 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 are inadequate.

9. Warranties & Disclaimers.

9.1. Warranties. Each Party represents and warrants that it has the legal power to enter into and be bound by the terms of this Agreement. Vendor represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Service will not be materially decreased during the Term; (iii) the Service will not contain or transmit to Customer any Malicious Code; (iv) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein; (vi) the Service does not infringe any intellectual property rights of any third party. Customer is solely responsible for obtaining any necessary export license or other approval to transfer Customer Data in connection with its use of the Service.

9.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENDOR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITH RESPECT TO THE USE OF THE SERVICES, VENDOR MAKES NO EXPRESS OR IMPLIED WARRANTY THAT SERVICES ARE OR WILL BE ENTIRELY SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF PROGRAM LIMITATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT VENDOR IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY REGARDING ANY ERRORS RELATING TO THE ACCURACY OF TRANSLATIONS, INCLUDING THE SYNTAX, GRAMMAR OR INTENDED MEANING OF ANY TRANSLATIONS.

10. Mutual Indemnification.

10.1. Indemnification by Vendor. Subject to this Agreement, Vendor shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of the third party, except where such infringement is caused by or is the result of Customer Data translated using the Service in violation of a third party’s intellectual property rights; provided, that Customer (a) promptly gives written notice of the Claim to Vendor; (b) gives Vendor sole control of the defense and settlement of the Claim (provided that Vendor may not settle or defend any Claim unless it unconditionally releases Customer of all liability); (c) provides to Vendor, at Vendor's cost, all reasonable assistance. For clarity, Vendor’s obligation to indemnify Customer pursuant to this Section 10.1 shall only apply to the portion of a Claim that is found to have been caused by Vendor, and shall not apply to any portion of a Claim or any resulting liability which arises out of or relates to (1) Customer’s willful or negligent actions or failure to act; (2) Customer’s breach of any obligations under the Agreement, in whole or in part, including any schedules, exhibits, addenda, or attachments thereto; (3) such Claim has arisen due to circumstances beyond Vendor’s reasonable control; (4) for the proportionate amount of the Claim that is found to have been contributed to or caused by Customer; or (5) for the amount of the Claim that is the basis of an indemnity obligation of Customer.

10.2. Indemnification by Customer. Subject to this Agreement, Customer shall defend, indemnify and hold Vendor harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Vendor by a third party alleging that the Customer Data, or Customer's use of the Service (i) infringes the intellectual property rights of such third party, (ii) has harmed such third party because Malicious Code was uploaded or inputted by Users, (iii) electronic data or information was uploaded or inputted by Users without such third party’s authorization or permission, or (iv) violates any Applicable Law, or has otherwise harmed a third party; provided, that Vendor (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Vendor of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance. For clarity, Customer’s obligation to indemnify Vendor shall not apply (1) to the proportionate amount of the Claim that is found to have been contributed to or caused by Vendor’s breach of its obligations under this Agreement; or (2) for the proportionate amount of the Claim that is the basis for an indemnity obligation of Vendor.

11. Limitation of Liability.

11.1. Limitation of Liability. IN NO EVENT SHALL VENDOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW, EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE LICENSE FOR THE REMAINING UNUSED TERM OF THE LICENSE, CALCULATED ON A PRO RATA BASIS.   

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL VENDOR HAVE ANY LIABILITY TO THE CUSTOMER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW, WHETHER OR NOT THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. Exclusions. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 11.1 AND 11.2 SHALL NOT APPLY TO DAMAGES ARISING FROM CUSTOMER’S OBLIGATIONS WITH RESPECT TO (i) CUSTOMER’S INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, (ii) ARISING FROM CUSTOMER’S GROSS NEGLIGENCE, RECKLESSNESS, INTENTIONAL OR WILLFUL MISCONDUCT, OR (iii) CUSTOMER’S VIOLATION OF ANY APPLICABLE LAW.

12. Term and Termination.

12.1. Termination for Cause. A Party may terminate this Agreement for cause: (i) upon 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) immediately 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.  Upon any termination for cause by Customer, Vendor shall refund Customer any prepaid fees covering the remainder of the Subscription Term after the date of termination. For further clarity, a material breach shall include exceeding the number of Authorized Users without notifying Vendor, or any breach of Customer Responsibilities or restrictions under Sections 2 and 3 of this Agreement.

12.2. Termination for Convenience. Customer may terminate the Agreement, for convenience upon 180 days prior written notice to the Vendor.  Upon the termination of the Agreement, for convenience, Customer shall pay to Vendor all undisputed amounts, including all amounts for the 180-day notice period, due and payable hereunder, if any, and Vendor shall pay to Customer all amounts due and payable hereunder, such as the ratable refund of prepaid fees, if any.

12.3. Upon expiration or earlier termination of this Agreement, Customer is prohibited from accessing or using the Service.

12.4. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Vendor prior to the effective date of termination.

12.5. Surviving Provisions. The following provisions of this Agreement shall survive any termination or expiration: sections 6 through 11.

13. General Provisions.

13.1. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

13.2. Dispute Resolution.  In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of sixty (60) days, then all disputes, claims, questions, or differences shall be finally settled bybinding arbitration with ADR Chambers in accordance with the ADR Chambers Arbitration Rules and the Arbitration Act, 1991 (Ontario) The arbitration shall be conducted in Ottawa in the English language.

13.3. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

13.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

13.5. 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.

13.6. 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 the Agreement shall remain in effect.

13.7. Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Vendor (not to be unreasonably withheld). Notwithstanding the foregoing Customer may assign this Agreement in its entirety, upon notice to Vendor, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by Customer 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, the Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

13.8. Currency. Unless otherwise specified, all references to money amounts and “$” in this Agreement and any Quotes are to the lawful currency of the US unless otherwise specified.

13.9. Valid and Non-Valid Clickthrough Agreements. The Parties agree that any provisions in any additional agreements, addendums, purchase orders, or exhibits purporting to invalidate any clickthrough provided by the Vendor is null and void. The Parties further agree that any clickthrough provided by the Customer addressing the Vendor’s intellectual property, insurance requirements/policies, or other terms of this Agreement is invalid.

13.10. Notice. 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 Vendor shall be addressed to the attention Jordan Vincent, 261 Montreal Rd #310, Ottawa ON K1L8C7 Canada, [email protected]. Notices to Customer shall be delivered by e-mail and addressed to the Customer account holder and/or account administrator and applicable Users and shall be sent to the e-mail address provided at time of account set-up.

13.11. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all other understandings, agreements, negotiations and discussions, written or oral, made by the parties hereto with respect to the subject matter hereof. This Agreement may be amended only in writing executed by the parties.

14. Force Majeure Events.

14.1. Force Majeure. Vendor shall not be liable to Customer for delay or failure to perform its obligations under this Agreement if prevented from performing its obligations as a direct result of an event including, but not limited to, an act of God, fire, flood, explosion, civil disturbance, act of terrorism or war, interference by civil or military authority, accident, internet connectivity failure, pandemic, epidemic, global pandemic or epidemic, global outbreak, public health emergency, state of emergency as declared by any level of government in a relevant jurisdiction, strike, labor dispute or shortage, illegality under any governmental law, rule or regulation, or for any other similar causes beyond the reasonable control of the non-performing Party (each such event, a “Force Majeure Event”), provided that Vendor has provided requisite notice to Customer pursuant to Section 14.3.

14.2. Suspension of Services. In the event that a Force Majeure Event befalls Customer or its Users and prevents them from accessing or using the Services, Vendor may, at its sole discretion, temporarily suspend the Services and Subscription Term for a period equivalent to the time Customer is unable to use the Services, provided that Customer gives written notice to the Vendor pursuant to Section 14.3. Once Customer notifies Vendor that use may resume, Vendor shall make the Services available to Customer for the period remaining in the Subscription Term. Notwithstanding the foregoing and other terms in the Agreement, Customer shall not be relieved of their performance or payment obligations under this Agreement.

14.3. Notice Requirements. A Party seeking to rely on either Sections 14.1 or 14.2, as applicable, shall, without undue delay, provide prompt written notice to the other Party and thereafter provide periodic updates of the Force Majeure Event and the Party’s own status, and shall use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations. If the Parties agree that performance is impossible for the remainder of the Subscription Term (set out in the invoice) because of the Force Majeure Event, the other Party may terminate this Agreement within 15 days from the time notice under this Section 14.3 was received by the other Party.

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