Terms of Use:

SafeOffice

&

Safe Surveys

 

 

Terms of Use: SafeOffice

These SafeOffice Terms of Use (this “Agreement“) by and between Insum Solutions Inc. (“Provider”) and the Customer (as defined below) governs the purchase of subscription to, access to, and use of the SafeOffice Service (as defined below) by the Customer.

By clicking the “I Agree” button at the bottom of this Agreement, you, personally or on behalf of the business you represent (collectively, “Customer”) are entering into a binding agreement with Provider and agree to be legally bound by the terms and conditions of this Agreement.

1. Definitions.

  • a) “Authorized Users” means Customer or its employees, consultants, contractors, agents, or other third parties who are authorized by Customer to access and use the Service and who have been supplied user identifications and passwords for such purpose.
  • b) “Confidential Information” means all information provided by each party to the other regarding its business and operations that should reasonably be understood to be confidential given the nature of the information. All Confidential Information provided by a party hereto shall be kept confidential by the other party and shall be used by such other party solely for the purpose of rendering or obtaining the Service pursuant to this Agreement and shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority or by judicial or administrative process or otherwise by applicable law.
  • c) “Customer Data” means, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Service.
  • d) “Documentation” means the Service’s website available at insumapps.com and any material, training videos, and guides relating to the Service available on the website.
  • e) “Feedback” has the meaning set forth in Section 4(c).
  • f) “Fees” has the meaning set forth in Section 3.
  • g) “Provider IP” means the Service, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property owned or licensed to Provider.
  • h) “SafeOffice Service” or the “Service” means the software-as-a-service that enables Customer to define the maximum number of workers that can be present in its office at a certain time and require workers to announce their presence in advance by booking available spots.
  • i) “Subscription Plan” means the tier of Service selected by Customer during the subscription process that defines pricing, number of users, and specifications of the selected plan. Subscription Plans can be offered on an annual or monthly basis.
  • j) “Term“, “Initial Term” and “Renewal Term” have the meaning set forth in Section 8(a).

2. Access and Use.

  • a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees, Provider hereby grants Customer and its Authorized Users a non-exclusive, non-transferable right to access and use the Service during the Term, solely for Customer’s internal business use in accordance with the terms and conditions herein. The access is limited to the maximum number of Authorized Users defined under the relevant subscription plan.
  • b) Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable licence to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Service.
  • c) Use Restrictions. Customer must not allow access to, or use of, the Service by anyone other than Authorized Users. Customer is responsible for its Authorized Users’ compliance with this Agreement, for its Authorized Users’ use of the Service, and for ensuring that Authorized Users maintain the confidentiality of their access credentials. Customer shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; or (iv) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  • d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
  • e) Aggregated Statistics. Provider may monitor Customer’s use of the Service and use data related to Customer’s use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Service or to support benchmarking or other similar current or future features of the Service. Customer acknowledges that Provider may compile aggregated statistics based on Customer Data input into the Service. Customer agrees that Provider may make such information publicly available, provided that such information does not incorporate any Customer Data and/or identify Customer or its Confidential Information. Provider is the owner and retains all intellectual property rights in such statistical and performance information.
  • f) Privacy and Personal Information Protection. Provider will process personal information contained in the Customer Data in accordance with its Privacy Policy available at insum.ca/privacy

3. Fees and Payment.

  • Customer shall pay Provider the fees related to the relevant Subscription Plan (“Fees”) and all related taxes at the time of subscription. Provider reserves the right to change its Fees on an annual basis.

4. Intellectual Property Ownership; Feedback.

  • a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
  • b) Customer Data. As between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Service to Customer.
  • c) Feedback Provider can freely and without compensation use suggestions, enhancement requests, recommendations or other feedback provided by Customer or the Authorized Users relating to the Service (“Feedback“), and Customer hereby grants Provider an irrevocable, worldwide, royalty-free right to use or implement all Feedback (or any portion of it), including all intellectual property rights associated with it.

5. Limited Warranty and Warranty Disclaimer.

  • a) Provider warrants to the Customer that the Service will materially conform with the relevant Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Service.
  • b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), THE SERVICE IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), PROVIDER DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) THE SERVICE WILL BE ERROR-FREE OR THAT ALL ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (D) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

6. Indemnification.

  • Customer, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding alleging that the Customer Data infringes any third party intellectual property right.

7. Limitations of Liability.

  • IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. IN NO EVENT WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID TO PROVIDER BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

8. Term and Termination.

  • a) Term. Customer’s right to access and use the Service begins upon Customer’s acceptance of this Agreement and payment of the Fees relating to the applicable Subscription Plan, and continues for (i) the period of one (1) year for the annual Subscription Plans; or (ii) one (1) month for the monthly Subscription Plans (the “Initial Term“). Upon expiration of the Initial Term, the Agreement will automatically renew for successive additional terms of: one (1) year for the annual Subscription plans; or (ii) one (1) month for the monthly Subscription Plans (each, a “Renewal Term” and together with the Initial Term, the “Term“), unless a party notifies the other of its intention not to renew this Agreement at least thirty (30) days before the expiration of the then-current Initial Term or Renewal Term, as the case may be.
  • b) Termination without Cause. This Agreement can be terminated by Customer at any time, by providing a written notice to Provider.
  • c) Termination with Cause. This Agreement can be terminated by either party for cause as follows: (i) upon thirty (30) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such thirty (30) day period, or (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. Provider may temporarily cease performance of its obligations during any Customer cure period.
  • d) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Service. Regardless of any early termination of this Agreement, payment obligations are non-cancelable, and Fees paid for the Initial Term or the then current Renewal Term, as the case may be, are non-refundable.
  • e) Survival. This Section 8(e) and Sections 4, 5, 6, 7, and 9 shall survive any termination or expiration of this Agreement.

9. Miscellaneous.

  • a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
  • b) Notices. Provider may give notice to Customer by means of electronic mail to Customer’s e-mail address on record in Provider’ account information, or by written communication sent by postal mail or nationally recognized overnight delivery service to Customer’s address on record in Provider’ account information. Customer may give notice to Provider by electronic mail or by written communication sent by postal mail or nationally recognized overnight delivery service addressed to Insum Solutions Inc., 545-35, rue de Port-Royal St. Est, Montreal, Quebec, H3L 3T1, Canada, Attention: Charles Brochu, VP Business Administration. Notice will be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable.
  • c) Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
  • d) Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement.
  • e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  • f) Independent Contractors. Provider and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties.
  • g) Governing Law and venue. This Agreement will be governed by and construed in accordance with, the laws of the Province of Quebec, Canada, excluding its conflict of law rules. The courts located in Montreal, Province of Quebec, Canada will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement and each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
  • h) Assignment. Customer may not assign this Agreement to any third party without the prior written consent of Provider.Any purported assignment in violation of this Section shall be void. This Agreement binds and benefits the parties, their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.

 

 

Terms of Use: Safe Surveys

These Safe Surveys Terms of Use (this “Agreement“) by and between Insum Solutions Inc. (“Provider”) and the Customer (as defined below) governs the purchase of subscription to, access to, and use of the Safe Surveys Service (as defined below) by the Customer.

By clicking the “I Agree” button at the bottom of this Agreement, you, personally or on behalf of the business you represent (collectively, “Customer”) are entering into a binding agreement with Provider and agree to be legally bound by the terms and conditions of this Agreement.

1. Definitions.

  • a) “Authorized Users” means Customer or its employees, consultants, contractors, agents, or other third parties who are authorized by Customer to access and use the Service and who have been supplied user identifications and passwords for such purpose.
  • b) “Confidential Information” means all information provided by each party to the other regarding its business and operations that should reasonably be understood to be confidential given the nature of the information. All Confidential Information provided by a party hereto shall be kept confidential by the other party and shall be used by such other party solely for the purpose of rendering or obtaining the Service pursuant to this Agreement and shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority or by judicial or administrative process or otherwise by applicable law.
  • c) “Customer Data” means, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Service.
  • d) “Documentation” means the Service’s website available at insumapps.com and any material, training videos, and guides relating to the Service available on the website.
  • e)”Feedback” has the meaning set forth in Section 4(c).
  • f)”Fees” has the meaning set forth in Section 3.
  • g)”Provider IP” means the Service, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property owned or licensed to Provider.
  • h)“Safe Surveys Service” or the “Service” means the software-as-a-service that enables Customer to send daily questionnaires to the Authorized Users before granting them access to work sites.
  • i)“Subscription Plan” means the tier of Service selected by Customer during the subscription process that defines pricing, number of users, and specifications of the selected plan. Subscription Plans can be offered on an annual or monthly basis.
  • j)”Term“, “Initial Term” and “Renewal Term” have the meaning set forth in Section 8(a).

2. Access and Use.

  • a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees, Provider hereby grants Customer and its Authorized Users a non-exclusive, non-transferable right to access and use the Service during the Term, solely for Customer’s internal business use in accordance with the terms and conditions herein. The access is limited to the maximum number of Authorized Users defined under the relevant subscription plan.
  • b) Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable licence to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Service.
  • c) Use Restrictions. Customer must not allow access to, or use of, the Service by anyone other than Authorized Users. Customer is responsible for its Authorized Users’ compliance with this Agreement, for its Authorized Users’ use of the Service, and for ensuring that Authorized Users maintain the confidentiality of their access credentials. Customer shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; or (iv) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  • d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
  • e) Aggregated Statistics. Provider may monitor Customer’s use of the Service and use data related to Customer’s use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Service or to support benchmarking or other similar current or future features of the Service. Customer acknowledges that Provider may compile aggregated statistics based on Customer Data input into the Service. Customer agrees that Provider may make such information publicly available, provided that such information does not incorporate any Customer Data and/or identify Customer or its Confidential Information. Provider is the owner and retains all intellectual property rights in such statistical and performance information.
  • f) Privacy and Personal Information Protection. Provider will process personal information contained in the Customer Data in accordance with its Privacy Policy available at insum.ca/privacy.

3. Fees and Payment.

  • Customer shall pay Provider the fees related to the relevant Subscription Plan (“Fees“) and all related taxes at the time of subscription. Provider reserves the right to change its Fees on an annual basis.

4. Intellectual Property Ownership; Feedback.

  • a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
  • b) Customer Data. As between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Service to Customer.
  • c) Feedback Provider can freely and without compensation use suggestions, enhancement requests, recommendations or other feedback provided by Customer or the Authorized Users relating to the Service (“Feedback“), and Customer hereby grants Provider an irrevocable, worldwide, royalty-free right to use or implement all Feedback (or any portion of it), including all intellectual property rights associated with it.

5. Limited Warranty and Warranty Disclaimer.

  • a)Provider warrants to the Customer that the Service will materially conform with the relevant Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Service.
  • b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), THE SERVICE IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), PROVIDER DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) THE SERVICE WILL BE ERROR-FREE OR THAT ALL ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (D) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

6. Indemnification.

  • Customer, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding alleging that the Customer Data infringes any third party intellectual property right.

7. Limitations of Liability.

  • IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. IN NO EVENT WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID TO PROVIDER BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

8. Term and Termination.

  • a) Term. Customer’s right to access and use the Service begins upon Customer’s acceptance of this Agreement and payment of the Fees relating to the applicable Subscription Plan, and continues for (i) the period of one (1) year for the annual Subscription Plans; or (ii) one (1) month for the monthly Subscription Plans (the “Initial Term“). Upon expiration of the Initial Term, the Agreement will automatically renew for successive additional terms of: one (1) year for the annual Subscription plans; or (ii) one (1) month for the monthly Subscription Plans (each, a “Renewal Term” and together with the Initial Term, the “Term“), unless a party notifies the other of its intention not to renew this Agreement at least thirty (30) days before the expiration of the then-current Initial Term or Renewal Term, as the case may be.
  • b) Termination without Cause. This Agreement can be terminated by Customer at any time, by providing a written notice to Provider.
  • c) Termination with Cause. This Agreement can be terminated by either party for cause as follows: (i) upon thirty (30) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such thirty (30) day period, or (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. Provider may temporarily cease performance of its obligations during any Customer cure period.
  • d) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Service. Regardless of any early termination of this Agreement, payment obligations are non-cancelable, and Fees paid for the Initial Term or the then current Renewal Term, as the case may be, are non-refundable.
  • e) Survival. This Section 8(e) and Sections 4, 5, 6, 7, and 9 shall survive any termination or expiration of this Agreement.

9. Miscellaneous.

  • a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
  • b) Notices. Provider may give notice to Customer by means of electronic mail to Customer’s e-mail address on record in Provider’ account information, or by written communication sent by postal mail or nationally recognized overnight delivery service to Customer’s address on record in Provider’ account information. Customer may give notice to Provider by electronic mail or by written communication sent by postal mail or nationally recognized overnight delivery service addressed to Insum Solutions Inc., 545-35, rue de Port-Royal St. Est, Montreal, Quebec, H3L 3T1, Canada, Attention: Charles Brochu, VP Business Administration. Notice will be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable.
  • c) Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
  • d) Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement.
  • e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  • f) Independent Contractors. Provider and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties.
  • g) Governing Law and venue. This Agreement will be governed by and construed in accordance with, the laws of the Province of Quebec, Canada, excluding its conflict of law rules. The courts located in Montreal, Province of Quebec, Canada will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement and each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
  • h) Assignment. Customer may not assign this Agreement to any third party without the prior written consent of Provider. Any purported assignment in violation of this Section shall be void. This Agreement binds and benefits the parties, their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.
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