Subscription Services Agreement : ECM Insights

Last Updated: February 23, 2024

Introduction:
This Subscription Services Agreement (the "Agreement") is a binding agreement between ECM Insights Corp. ("Company") and the Subscriber identified in the website signup and/or service order and/or order form and/or statement of work ("Subscriber") for access or use of the Services (as defined below) and states the terms upon which Company provides such Services to Subscriber. The purpose of this Agreement is to establish the terms and conditions under which Subscriber obtains Company's Services as described in a website signup and/or service order and/or order form and/or statement of work or other document signed or agreed to by Subscriber. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any website signup and/or service order and/or order form and/or statement of work, the terms of the website signup and/or service order and/or order form and/or statement of work shall control. Subscriber and Company shall each be referred to as a "Party" and collectively referred to as the "Parties" for purposes of this Agreement.
Services:
Subject to the terms and conditions of this Agreement, Company will provide, and hereby grants Subscriber the limited, non-exclusive, non-transferable, non-sublicensable right to access and use Company's software as a service product, or other services, initially set forth in the website signup and/or service order and/or order form and/or statement of work executed by you (the "Services").
Modification:
Subscriber acknowledges that Company may modify the features and functionality of the Services at any time. Company shall provide Subscriber with thirty (30) days' notice of any deprecation of any material feature or functionality. Company will not materially decrease the overall functionality of the Services purchased by Subscriber during the applicable Term (as defined below).
Subscriber’s Account:
Subscriber shall create an account within the Services. Subscriber is responsible for (a) ensuring that Subscriber's account registration information is complete and accurate and (b) the security and confidentiality of Subscriber's account credentials. Subscriber shall designate at least one authorized user who shall have administrative access to Subscriber's account, with full access privileges and the authority to place orders. The Services may only be used by Subscriber's authorized employees, agents, or contractors in the performance of their duties to Subscriber. Subscriber shall notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Subscriber is solely responsible for all activity which occurs within Subscriber's account and for the actions of its employees, contractors, or agents, whether or not such person is or was acting within the scope of their employment, engagement, or agency relationship.
Restrictions:
Subscriber shall not:
1. copy the Services, except as expressly permitted by this Agreement;
2. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services;
3. reverse engineer, disassemble, integrate, modify, remove, decompile, decode, create derivative works or updates of, adapt, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
4. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
5. license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third-party, other than authorized users in furtherance of Subscriber's internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Company;
6. access the Services for competitive purposes; or
7. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Services.
Compliance:
Subscriber is responsible for compliance with the provisions of this Agreement by any authorized users, employees, agents, and/or contractors and for any and all activities that occur under Subscriber's account, which Company may verify from time to time. Without limiting the foregoing, Subscriber will ensure that any use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements, or other obligations Subscriber may maintain or enter into with authorized users.
Term:
Unless the Services are terminated in accordance with this Agreement or the applicable website signup and/or service order and/or order form and/or statement of work the term of the Services shall be as specified in the applicable website signup and/or service order and/or order form and/or statement of work (the "Term"). Except as otherwise specified in a website signup and/or service order and/or order form and/or statement of work the Term will automatically renew for additional periods equal to the expiring Term or one (1) year (whichever is shorter), unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Term.
Mutual Termination for Cause:
A Party may terminate this Agreement for cause: (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) 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.
Termination by Company:
In addition to its other rights and remedies, Company reserves the right, without liability to Subscriber, to immediately suspend any and all access to the Services if Subscriber breaches this Agreement (including a breach of the Restrictions) or any relevant website signup and/or service order and/or order form and/or statement of work until such breach is cured. If such breach is (a) unable to be cured, or (b) is not cured within thirty (30) business days from the suspension, then Company may immediately terminate the Agreement and/or the applicable website signup and/or service order and/or order form and/or statement of work.

If Company terminates Subscriber's Services, Subscriber must immediately pay any and all unpaid fees (as defined below) associated with the remainder of such Term in addition to any other amounts Subscriber may owe Company. Company's termination for cause will not relieve Subscriber's obligation to pay any fees payable to Company for the period prior to termination.
Payment, Fees and Billing:
Subscriber shall pay Company all fees as set forth in the applicable website signup and/or service order and/or order form and/or statement of work (the "Fees"). Except as otherwise specified herein or in a website signup and/or service order and/or order form and/or statement of work: (a) Fees are based on Services purchased, regardless of usage; b) payment obligations are non-cancelable and Fees paid are non-refundable; (c) all Services shall be deemed accepted upon delivery and (d) the Services purchased cannot be decreased during the relevant Term.

If you purchase a Service, then these payment terms apply to your purchase and you agree to them.
1. Charges:
  If there is a charge associated with a portion of the Services, you agree to pay that charge in the currency specified. The price stated for the Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are responsible for ensuring that this address is up to date and accurate. Taxes are calculated based on your location at the time your account was registered unless local law requires a different basis for the calculation. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location. Depending on your location, some transactions might require foreign currency conversion or be processed in another country. Your bank might charge you additional fees for those services when you use a debit or credit card. Please contact your bank for details.
2. Your Billing Account:
  To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. Additionally, you agree to permit Company to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
3. Billing:
  By providing Company with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize Company to charge you for the Services or available content using your payment method; and (iii) authorize Company to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
4. Recurring Payments:
  When you purchase the Services on a subscription basis (e.g., monthly, annually), you agree that you are authorizing recurring payments, and payments will be made to Company by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by Company. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing Company to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Company or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
5. Online Statement and Errors:
  For all Services Company will provide you with an online billing statement under Audit Vault for M365 > Company > Billing section, where you can view and print your statement. This is the only billing statement that we provide. If we make an error on your bill, you must tell us within 30-days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund, unless otherwise required by law. If Company has identified a billing error, we will correct that error within 30-days. This policy does not affect any statutory rights that may apply.
6. Refund Policy:
  Unless otherwise provided by law or the terms of a particular Service offer, all purchases are final and non-refundable. If you believe that Company has charged you in error, you must contact us within 30-days of such charge. No refunds will be given for any charges more than 30-days old, unless otherwise required by law. We reserve the right to issue refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
7. Canceling the Services:
  You may cancel a Service at any time, with or without cause. Cancelling paid Services stops future charges to continue the Service. To cancel a Service and request a refund, if you are entitled to one, visit our Support web page. You should refer back to the offer describing the Services as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the Services; or, if you live in Taiwan or Israel, (v) you may receive a refund in the amount equal to the unused fees you paid for a Service calculated at the time of cancellation. If you cancel, your access to the Services ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled. If you initiate a chargeback or reversal with your bank for your payment of Services, we will deem you to have canceled as of the date that the original payment was made, and you authorize us to immediately cancel your service and/or revoke any content that was provided to you in exchange for such payment.
8. Trial-Period Offers:
  If you are taking part in any trial-period offer, you may be required to cancel the trial Service(s) within the timeframe communicated to you when you accepted the offer in order to avoid being charged to continue the Service(s) at the end of the trial period.
9. Promotional Offers:
  From time to time, Company may offer Services for free for a trial period. Company reserves the right to charge you for such Services (at the normal rate) if Company determines (in its reasonable discretion) that you are abusing the terms of the offer.
10. Price Changes:
  We may change the price of the Services at any time and if you have a recurring purchase, we will notify you by email, or other reasonable manner, at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
11. Payments to You:
  If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. Subject to applicable law, you are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust for any previous overpayment.
Taxes:
Fees do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction. Subscriber is responsible for paying all taxes associated with its purchases under this Agreement. If Company is legally required to pay or collect taxes for which Subscriber is responsible under this Section, Company shall invoice Subscriber and Subscriber shall pay such amounts, unless Subscriber provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
Confidential Information Definition:
Confidential Information shall mean all information or data disclosed by a Party or any of its affiliates that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed during the Term in connection with the Services. Confidential Information includes: (a) with respect to Subscriber: Subscriber Data (as defined below); (b) with respect to Company: the Services and the pricing; and (c) with respect to a Party: any technical, financial, economic, marketing, strategic, business, product, design, or operational information, including the terms of this Agreement and all website signup and/or service order and/or order form and/or statement of work, of such Party. Confidential Information does not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party's lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other party by a third-party without restriction on the disclosure; or (d) is independently developed by the other Party.
Protection of Confidential Information:
In connection with the Services, each Party will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own confidential information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party's Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information: (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.
Security:
Company will maintain a security framework of policies, procedures, and controls that include administrative, physical, and technical safeguards for protection of the security and integrity of the Services, and of the Subscriber Data contained within the Services, using the capabilities of currently available technologies and in accordance with prevailing industry practices and standards. Company will access and use the Subscriber Data solely to perform its obligations in accordance with the terms of this Agreement.
Privacy:
In performing the Services, Company will comply with our Privacy Policy incorporated herein by reference at located at Privacy Policy.
Intellectual Property Rights:
All rights, title and interest in and to the Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts, or other derivative works of the Services provided or developed by Company) and anything developed or delivered by or on behalf of Company under this Agreement are owned exclusively by Company or its licensors. Except as provided in this Agreement, the rights granted to Subscriber do not convey any rights in the Services, express or implied, or ownership in the Services or any intellectual property rights thereto. Any rights in the Services or Company's intellectual property not expressly granted herein by Company are reserved by Company. Company's service marks, logos, and product and service names are marks of Company and the Subscriber agrees not to display or use the Company's marks in any manner without Company's express prior written permission.
Feedback:
If you give to Company any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to Company, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires Company to license its software, technologies or documentation to any third party because Company includes your Feedback in them.
Subscriber Data:
Subscriber Data shall mean any content, data, information, and other materials submitted by Subscriber or an authorized user to the Services. Subscriber Data excludes Statistical Usage Data (as defined below), any content from publicly available sources, and Feedback (as defined below). Subscriber Data and Subscriber's Confidential Information are and will remain owned exclusively by Subscriber or its authorized users, as applicable. Subscriber hereby grants Company, its affiliates, and its sub-processors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Subscriber Data for the purposes of providing and improving the Services in accordance with this Agreement.
Warranties:
Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third-party is required in connection with such Party's execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
Company Warranties:
During an applicable Term, Company warrants that (a) this Agreement and any other applicable documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of data; and (b) the Services will perform materially in accordance with the applicable documentation. For any breach of a warranty in this section, Subscriber's exclusive remedies are those described herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by Subscribers or any authorized users.
Disclaimers:
EXCEPT AS SPECIFICALLY SET FORTH IN COMPANY WARRANTIES, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUBSCRIBER ACKNOWLEDGES THAT COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY SUBSCRIBER FROM COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

The Services, Third-Party Apps and Services, or material or products offered through the Services may be unavailable from time to time, or may be offered on a limited basis. You agree not to access or use material or Services which are illegal or not licensed for use in the country from which you access or use such material or Services, or to conceal or misrepresent your location or identity in order to access or use such material or Services.

We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Company is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or Data that is stored. We recommend that you regularly backup Your Content and Data that you store on the Services.
Indemnification by Company:
Company shall defend any claim brought against Subscriber by a third-party to the extent such claim alleges that Subscriber's use of the Services, as authorized in this Agreement (a) infringes any valid and enforceable third-party patent, copyright, or registered trademark; or (b) misappropriates a third-party trade secret. If a third-party makes a claim against Subscriber, Company shall pay all damages awarded against Subscriber by a court of competent jurisdiction, or the settlement agreed to by Company with respect to such claim.

If any claim is brought or threatened, or if Company reasonably believes that the Services may become the subject of a claim, Company may, at its sole option and expense: (a) procure the right to continue to use the applicable Services for Subscriber; (b) modify the Services to make it non-infringing; (c) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (d) if Company determines none of the foregoing is commercially practicable, terminate this Agreement upon thirty (30) days' notice and refund Subscriber any prepaid Fees related to the applicable Services prorated for the remainder of the Term.

Company's defense and indemnity obligations do not apply to, and Company will have no liability with respect to, any claim arising in whole or part due to: (a) any modification of the Services made by anyone other than Company, (b) any use of the Services in combination with software, products, or services not provided by Company, (c) any third-party applications; (d) Services under an website signup and/or service order and/or order form and/or statement of work , for which there is no charge; (e) Subscriber's use of the Services not in compliance with this Agreement; or (f) Subscriber's failure to use any update provided by Company.

This indemnity states Company's entire liability, and Subscriber's exclusive remedy, for any claims as described in this section.
Indemnification Procedure:
The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party's prior written consent. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying Party.
Exclusion of Damages:
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA SUBSCRIBER'S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF COMPANY), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
Limitation of Liability:
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE COMPANY'S LIABILITY TO SUBSCRIBER, SUBSCRIBER'S AFFILIATES, OR ANY THIRD-PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, SHALL IN NO EVENT EXCEED THE FEES PAID BY SUBSCRIBER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS LIMITATION OF LIABILITY SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM COMPANY'S INTELLECTUAL PROPERTY CLAIMS INDEMNITY OBLIGATIONS OF THIS AGREEMENT.
Jurisdiction-specific Exclusions:
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a Party's own fraud, willful injury to the person or property of another, or violation of law which means that some of the above limitations may not apply to Subscriber. IN THESE JURISDICTIONS, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Enforceable Against Company:
Any claims or damages that Subscriber may have against Company shall only be enforceable against Company and not any other entity, nor any officers, directors, representatives, or agents of Company.
Export Compliance:
The Services and other technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Subscriber agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other Company technology. Each Party represents that it (nor its parents or controlling shareholders) is not named on any U.S. government or other applicable restricted-party list, and Subscriber will not, and will not permit any agent or end-user to: (a) access or use any Service in a U.S. embargoed or U.S. sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, Crimea, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if Subscriber, agent, or end- user is named on any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations.

Company reserves the unconditional right to refuse to enter into a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.
Use Restrictions:
If Subscriber is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a "Commercial Product" as that term is defined at 48 C.F.R. $2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. $12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. $12.212 or 48 C.F.R. $227.7202-1 through 227.7202-4, as applicable, the Services are licensed to Subscriber with only those rights as provided under the terms and conditions of this Agreement.
Governing Law:
This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta (Canada) and any applicable federal laws applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to this Website and/or under these Terms of Service will be instituted in the courts of the Province of Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.

You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms of Service or the rights and obligations of the parties under these Terms of Service.
Severability:
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Assignment:
Each Party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other Party's prior written consent, and any purported assignment will be void. However, Company may assign this Agreement without consent to an affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Force Majeure:
Neither Party will be responsible or liable for any failure or delay in its performance under this Agreement, except for payment of Fees, to the extent due to any cause beyond its reasonable control. The Party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such force majeure event. For the avoidance of doubt, issues relating to COVID-19 will not be considered a force majeure event.
Waiver:
Failure of either Party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof.
Entire Agreement:
This Agreement (together with any website signup and/or service order and/or order form and/or statement of work, and linked terms) contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (1) the website signup and/or service order and/or order form and/or statement of work, (2) Statement of Work, (3) this Agreement, and (4) any links provided herein. Any amendment will take precedence over the document it amends. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.
Notice:
Any legal notice under this Agreement must be in writing and delivered by personal delivery, express courier, or certified or registered mail, postage prepaid and return receipt requested. Notices provided by personal delivery will be effective immediately once personally received by an authorized representative of Company. Notices provided by overnight courier or registered or certified mail will be effective once received and where confirmation has been provided to evidence the receipt of the notice. Notices will be sent to Subscriber at the address set forth on the website signup and/or service order and/or order form and/or statement of work or such other address as Subscriber may specify.

Notices will be sent to Company at the following address:

Suite #100, 111 5 Ave SW
Calgary, AB
T2P 3Y6
Canada