Technology Usage Agreement
This Technology Usage Agreement (the “Agreement”) details the binding terms and conditions between InspireHUB Canada Holdings Inc. (“InspireHUB” or “Licensor”) for any party executing an InspireHUB services agreement for use of the InspireHUB proprietary technology (“Technology”) referenced below.
By completing the InspireHUB checkout process, or otherwise using InspireHUB Services (defined below), you are agreeing to be bound by the terms of this Agreement and related Privacy and Anti-Corruption and Bribery Policies to use InspireHUB’s Progressive Web App technology (the “IHUBApp”) that allows companies and organizations, under this Agreement, to utilize the IHUBApp to engage their respective or targeted audience.
If you are accepting this Agreement on behalf of a company, employer or other entity, so that such company, employer or other entity and/or its employees and you are to be permitted to use the Services and Technology hereunder, you are representing that you have the authority to bind such company, employer or other entity to this Agreement, and will also comply with this Agreement as an individual.
1.1 “Agreement” means this Technology Usage Agreement between Client and InspireHUB.
1.2 “Application” or “IHUBApp” means the InspireHUB’s Progressive Web Application (PWA) technology.
1.3 “Content” means any content uploaded by Users through and to the Application.
1.4 “Documentation” means the user manuals, handbooks and other written or electronic materials furnished by InspireHUB in conjunction with the Technology.
1.5 “Intellectual Property” means any material conceived or produced in the furtherance of InspireHUB’s interest and business or in which InspireHUB otherwise has a proprietary interest, and shall include, but is not limited to the following: the Application, Technology, documents, codes, methods, designs, programs, techniques, processes, products and reports, whether conceived or produced by InspireHUB, employees or contractors of InspireHUB, or any third party on InspireHUB’s behalf.
1.6 “Intellectual Property Rights” means all copyrights, patents, trademarks, industrial designs, trade secrets and any other proprietary rights associated with Intellectual Property.
1.7 “Party” means each of InspireHUB and Client, and “Parties” means InspireHUB and Client collectively.
1.8 “Services” has the meaning set forth in Section 2 below.
1.9 “Technology” (or “Application” or “IHUBApp”) means the IHUBApp hosted on InspireHUB’s servers, which provides Client with the ability to track your Users’ usage of the Application and the Content input by Users through the Application, and to set parameters for Content sharing and Application use, as described on InspireHUB’s website through which Client registered for the Technology, Application and Services.
1.10 “User” means a user of the Application, who has obtained access to the Application through Client, and who has entered into a separate End-User Agreement found on our website and not for the purposes of further distributing the Application, including without limitation by resale or sublicensing.
1.11 “Client” means the legal entity agreeing to this Agreement, being either an individual, company, organization or entity registering with InspireHUB to use the Application.
2 SCOPE OF SERVICES AND GRANT OF LICENSE
2.1 Subject to the terms and conditions of this Agreement, InspireHUB will provide Client with the ability, through the Technology, to track your Users’ usage of the Application; monitor, review and edit Content that is input by Users through the Application; provide permission for specified Users to view Content through the viewing application; set parameters for Content sharing and Application use; and obtain the benefit of any other features purchased through InspireHUB’s website (if any) (the “Services”).
2.2 In order to use the Services, Client must:
(a) grant permission for the tracking and reporting of data that is automatically collected through the IHUBApp and agreed upon during registration process. This provides InspireHUB with up-to-date, complete and accurate information respecting your Users and other employees or contractors authorized to access the Services;
(b) provide up-to-date, complete and accurate User information, including without limitation sufficient User information;
(c) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
Client specifically agrees that InspireHUB may rely on the accuracy of the information provided by Client to InspireHUB, and that InspireHUB will have no liability whatsoever, whether to Client or to any third party, for any claims or damages resulting from inaccurate information provided to InspireHUB.
2.3 InspireHUB will provide Client with certain information to allow Client to use the Application and Services, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords, (the “Access Information”). The Access Information is provided on the understanding that it is personal to Client; Client will not permit anyone other than Client or your authorized representatives to obtain access to the Services using the Access Information. InspireHUB is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using Client Access Information, except where such Access Information was obtained through a breach by InspireHUB, and Client accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
2.4 InspireHUB hereby grants Client a personal, non-exclusive, revocable, non-transferable license to use the Application , and to permit Users to use the Application, solely as accessed through InspireHUB’s website and solely for the purposes of using the Services.
2.5 Client shall not:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Application, Technology or any parts thereof;
(b) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Application or Technology (including without limitation any copyright notice or other notice of intellectual property ownership);
(c) use the Application or Technology in any way inconsistent with the use parameters for the Services;
(d) attempt to hack the Application or Technology or any communication initiated by the Application or Technology or to defeat or overcome any encryption and/or other technical protection methods implemented by InspireHUB with respect to the Application and/or Technology and/or data and/or content transmitted, processed or stored by InspireHUB or other users of the Services;
(e) collect any information or communication about the users (including Users) of the Application, Services or Technology by monitoring, interdicting or intercepting any process of or communication initiated by the Technology or Services or by developing or using any Technology or any other process or method that engages or assists in engaging in any of the foregoing;
(f) use any type of bot, spider, virus, clock, timer, counter, worm, Technology lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Application or Technology or its ability to communicate and perform the Services; or
(g) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.
For the purposes of this provision “copy or reproduce” shall not include copying of statements and instructions of the Technology during program execution when used in accordance with and for the purposes described in the Documentation, in accordance with industry standard business practices.
(h) the license and rights granted to Client hereunder are personal in nature, and Client may not sell, transfer, lease, sublicense or assign this Agreement or its rights or interest hereunder, or any part hereof, by operation of law or otherwise, without the prior written consent of InspireHUB, which consent shall not be unreasonably withheld.
3 YOUR USE OF THE SERVICES
3.1 Client agrees that:
(a) Client will not permit anyone other than an authorized representative of Client institution to obtain access to the Application, Technology or Services through Client account with InspireHUB, or otherwise using Client Access Information, and will only use the Services in accordance with this Agreement and applicable law;
(b) Client will ensure that any information that is provided to InspireHUB pursuant to this Agreement is true, accurate, current and complete;
(c) Client will be solely responsible for all activities with respect to the Application, Technology and Services undertaken by Client and your Users;
(d) Client will not use the Application, Technology or Services for any commercial purposes or for the benefit of any third party;
(e) Client represents and warrants that Client has the right and the authority to enter into this Agreement and to use the Application and Services, and have obtained all authorizations necessary from all third parties (including Users) for Client use of any third-party information obtained through the Application or Services;
(f) Client will ensure that Client use of the Application, Technology or Services does not interfere with, degrade, or adversely affect any Technology, system, network or data used by any person including InspireHUB and other users of the Services (including by ensuring that Client do not upload any viruses or other harmful code in using the Services or by placing an undue burden upon the CPUs, servers or other resources used to provide the Services);
(g) Client will not in any way use the Application, Technology or Services to commit or attempt to commit any crime or other illegal or tortious acts, including any fraudulent activities or any activities that violate any third party’s privacy rights;
(h) Client will not interfere with or in any manner compromise any of InspireHUB's security measures;
(i) Client will not alter, modify, delete, or otherwise interfere with or in any manner compromise any content, data and/or features accessible through the Application, Services or Technology;
(j) Client will cooperate with InspireHUB and provide information requested by InspireHUB to assist InspireHUB and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Without limiting the foregoing, Client agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services. InspireHUB reserves the right to revoke service for any abusive conduct or fraudulent use of the Application, Technology or Services and to cease the Services, temporarily or permanently, in the event that Client use of the Application, Technology or Services or the provision of the Services constitutes, in InspireHUB’s reasonable judgment, a threat to InspireHUB’s or any third party’s computer systems, networks, files, materials or other data.
3.2 The Services will be subject to the usage limitation policies as provided to Client by InspireHUB from time to time, including in electronic form by posting on InspireHUB’s website. Such policies may include limitations on data storage space and equipment and Technology requirements. Client are solely responsible for compliance with such policies.
3.3 Client is solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, Technology and services used for using the Application, Technology or Services (except for InspireHUB’s computer systems and networks), including without limitation Client internal network infrastructure and any mobile devices.
3.4 Client acknowledges and agrees that InspireHUB cannot guarantee data integrity, and that it is solely Client responsibility to back up any of Client and Client Users’ information and data that Client use in conjunction with the Services, including all Content.
3.5 Client agrees to promptly and accurately report to InspireHUB any actual or apparent errors, problems, nonconformities or other difficulties in Application and/or Services, along with any other information reasonably requested by InspireHUB to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by InspireHUB for the purposes of InspireHUB’s internal use to improve the Services or other InspireHUB products or services.
3.6 Client acknowledges and agrees that an integral part of the Services entails the collection of Content from Client End Users, and the processing of such Content by InspireHUB through the Application. Nothing herein transfers any ownership of such Content to InspireHUB; however, Client grants InspireHUB a license to use such information and data solely to provide Client with the Services. Client is solely responsible for obtaining all relevant permissions for InspireHUB to collect such information and data from your Users for the purposes of providing the Services to Client and Users. InspireHUB will have no liability whatsoever respecting any claim relating to the Content by Client, Users, or any third party whose information and data are in the Content, whether related to privacy or otherwise, and Client agree to indemnify, defend and hold InspireHUB harmless against any such claims.
4. USAGE: PAYMENT TERMS, BILLING AND CANCELLATION
4.1 Payment Terms
Your IHUBApp subscription, will continue month-to-month unless and until: you do not make agreed payments on terms of your contract; you cancel your contract, or we cancel your contract. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use the IHUBApp. We will bill the monthly service fee(s) in accordance with the service contract you executed in accordance with your selected Payment Method.
- (i) Recurring Billing. By registering your IHUBApp, you authorize InspireHUB to charge you a one-time-setup fee in advance of service, as well as a monthly fee, at the contracted current rate, and any other charges you may incur in connection with your use of the IHUBApp to your approved method of payment (“Payment Method”). You acknowledge the amount billed each month may vary from month-to-month for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges, per your executed contract.
- (ii) Price Changes. We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion subject to the terms of your executed agreement. Except as otherwise expressly provided for in these Terms of Conditions, any price changes to your service will take effect following a 30 day email notice to you.
(iii) Billing Cycle. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your successful registration of the IHUBApp. Fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your payment began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you registered your IHUBApp or became a paying client on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your Subscription.
- iv) No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future or similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
- v) Payment Methods. You may edit your Payment Method information by logging into your online account. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates and additional expenses charged by your institution.
- vi) Merchant Accounts. Should you consent to using the InspireHUB propriety payment method (“IHUBPay”) as your primary merchant account, you must adhere to the Stripe API requirements located here.
vii) Cancellation. You may cancel your IHUBApp at any time by contacting the InspireHUB at 1-855-355-IHUB (4482) Monday – Friday 8am EST – 8pm EST for instructions on how to cancel upon providing 90 days written notice with all fees due paid in full, and you will continue to have access to the service through the end of your monthly billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS.
4.3 If Client fails to pay any amount due under this Agreement within thirty (30) days of such payment becoming due and payable, InspireHUB may terminate this Agreement without prior notice.
4.4 Client is responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of InspireHUB. Unless otherwise indicated, all amounts payable by Client under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction. If Client are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to InspireHUB shall equal the amount invoiced or otherwise due.
5 UPDATES, UPGRADES, TRAINING AND SUPPORT
5.1 During the term of this Agreement, InspireHUB will provide any standard updates and upgrades to the Application to which Client has access, at no extra cost. Updates and upgrades will be released by InspireHUB at its sole discretion; InspireHUB is not required to release updates or upgrades on a fixed schedule or at all. Nothing herein shall imply any obligation for InspireHUB to make or develop any custom updates or upgrades for Client.
5.2 In the event that Client purchases support services from InspireHUB through the InspireHUB website, conditional upon Client payment of all applicable fees, InspireHUB will provide the support described on the website, which may include the following support services:
(a) Advice provided by e-mail, within forty-eight (48) hours, on the use and maintenance of the Technology where such Technology is not operating in accordance with its specifications;
(b) Instruction provided by e-mail on the use and maintenance of the Technology where such instructions are not included in the documentation accompanying the Technology;
(c) Guidance on Technology failure diagnoses and suggestions for Technology error correction provided by e-mail;
(d) Commercially reasonable efforts to correct any defects in the Technology which prevent the Technology from operating in accordance with its specifications;
(e) Access to a knowledge database with commonly asked questions as well as a forum to post and answer questions.
5.3 The following services are specifically excluded from the support services; however, this is not an exclusive list of excluded services:
(a) installation of the Technology;
(b) on-site support related to the Technology; or
(c) corrections of defects found by InspireHUB to be:
(i) in other than a current, unaltered release of the Technology provided free or charge to Client;
(ii) caused by Client negligence or by modifications made to the Technology by Client;
(iii) arise from use or interoperability of the Technology in combination with hardware or Technology not specifically approved by InspireHUB;
(iv) caused by improper or unauthorized use of the Technology;
(v) due to external causes such as, but not limited to, power failure or electrical power surges; or
(vi) defects which do not prevent the Technology from operating in accordance with its specifications.
5.4 InspireHUB shall not be responsible for the combined use or integration of the Application with any hardware or technology whatsoever, whether Clients, or other third parties unless otherwise agreed upon in writing. In no event shall InspireHUB be obligated to customize or otherwise modify the Application to meet Client requirements. In the event that Client wish InspireHUB to customize the Application in any way, such customization shall be subject to the successful negotiation and execution of a separate written development agreement between InspireHUB and Client, and shall be in accordance with the terms and conditions of such agreement.
5.5 InspireHUB shall not be responsible for any unavailability, suspension or termination of the Technology or Application, or performance issues
(i) that result from a suspension due to scheduled downtime or emergency maintenance;
(ii) caused by any event occurring beyond InspireHUB’s reasonable control (including any force majeure events) or Internet access or related problems beyond the demarcation point of InspireHUB;
(iii) that are caused by any actions or inactions of Client or any third party;
(iv) that result from (independently or in combination) Client equipment, Technology or other technology or any third party equipment, Technology or other technology (other than third party equipment within InspireHUB’s direct control); or
(v) arising from InspireHUB’s suspension or termination of Client right to use the Technology in accordance with this Agreement.
6.1 Neither Party will make any announcement, news release, public statement, publication or presentation relating to the terms or existence of this Agreement, or about the other Party, without the other Party’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, InspireHUB reserves the right to make announcements, press releases, publications, presentations and other public statements respecting the existence of its relationship with Client, without Client prior written approval, provided that InspireHUB does not disclose Client confidential information in the course of such publicity in contravention of its confidentiality obligations hereunder.
7 CONFIDENTIAL INFORMATION AND DATA PROTECTION
7.2 InspireHUB will treat all Content as confidential information, in accordance with Section 7.1 above. InspireHUB will implement commercially reasonable measures to store and safeguard such information.
7.3 Client represents and warrants that Client:
(a) have obtained all relevant and informed consents to the inclusion of any personal information of Client students, from such students’ legal guardian where applicable, that may be provided to InspireHUB by Client or Users in connection with the Application or Services, and
(b) have the full right to include such personal information.
Client hereby agrees to defend, indemnify and hold InspireHUB harmless from and against any claims relating to such provision and inclusion of personal information in the Services. Without prejudice to the foregoing, InspireHUB reserves the right to delete any data containing such personal information where a student or their legal guardian requests such deletion.
7.4 Client acknowledge that, due to the nature of the Application and Services, information or data uploaded to the Application and Services may be hosted on servers residing in jurisdictions other than Canada, over which InspireHUB has no direct control. By using the Services, Client acknowledge that the Content may become, during the period that it is hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers. Although InspireHUB has made reasonable efforts to verify that its agreements with such server providers are reasonably protective of Client and Users’ data, Client acknowledges that InspireHUB has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. Client therefore hereby release InspireHUB from all liability for any governmental or third party action taken in such jurisdictions with respect to such data (including the Content) and/or the servers on which such data resides, and Client acknowledge that you retain sole responsibility to back up and retain copies of such Content and other information.
8 INTELLECTUAL PROPERTY
8.1 Client acknowledge that InspireHUB is the exclusive owner of all Intellectual Property and Intellectual Property Rights in the Application, Technology and Viewing Application and retains all right, title and interest therein. Client further acknowledge that the Application, Technology and Viewing Application is protected by Canadian, U.S. and international copyright laws and that other intellectual property laws (including patent laws) and treaties may protect the Application, Technology, Viewing Application and/or Services. It is therefore Client responsibility to fully comply with such laws in using and handling the Services, Application, Technology and Viewing Application. Nothing herein shall be construed as constituting a sale of the Application, Technology or Viewing Application or any portion thereof to Client.
8.2 Except as expressly set forth in this Agreement, nothing herein shall be deemed to transfer ownership, right, title or interest in or to any Intellectual Property or any Intellectual Property Rights from InspireHUB to Client. For greater certainty, Client shall have only those rights to the Application, Technology and Services as expressly granted by this Agreement. Any rights not expressly granted under this Agreement are reserved.
9.1 THE SERVICES, APPLICATION AND TECHNOLOGY ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. INSPIREHUB ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES, APPLICATION OR TECHNOLOGY. UNDER NO CIRCUMSTANCES WILL INSPIREHUB BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES, APPLICATION OR THE TECHNOLOGY. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES, APPLICATION AND TECHNOLOGY IS SOLELY AT YOUR OWN RISK.
9.2 InspireHUB has no special relationship with or fiduciary duty to Client, and Client acknowledge that InspireHUB has no control over, and no duty to take any action regarding any acts or omissions taken by Client, Users or any other user of the Services, including without limitation, how Client or any other user may interpret or use Content or other materials accessed through the Services, or what actions Client may take as a result of having been exposed to information obtained through the Services.
9.3 Some jurisdictions do not allow limitations or exclusions of certain types of damages and/or of implied conditions or warranties. The limitations, exclusions, and disclaimers set forth in this Agreement shall not apply only if and to the extent that the laws of a competent jurisdiction requires liabilities beyond and despite these limitations, exclusions, and disclaimers.
10.1 Client agree to indemnify, defend and hold harmless InspireHUB, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of:
(a) Client use or misuse of the Application, Services and/or Technology,
(b) any breach of this Agreement by you,
(c) Client negligence or willful misconduct, or
(d) Client violation of any third-party rights or any applicable laws.
InspireHUB reserves the right, at Client expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Client, in which event Client will cooperate with InspireHUB, at Client expense, in asserting any available defences.
11 LIMITATION OF LIABILITY
11.1 The only type of damages that can be recovered against InspireHUB arising from or related to this Agreement including without limitation in relation to the provision of the Application, Technology or Services, shall be Client direct damages, if any, to the extent arising from the gross negligence or willful misconduct of InspireHUB. In no event shall the aggregate liability of InspireHUB exceed the amount paid by Client for the portion of the Application, Technology or Services that gave rise to the claim. INSPIREHUB SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE APPLICATION, TECHNOLOGY OR SERVICES. Without limiting the foregoing, Client only right with respect to any problems or dissatisfaction with the Services, Technology or Application is to cease use of the Services, Technology and Application.
11.2 EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INSPIREHUB BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, TECHNOLOGY OR APPLICATION, EVEN IF INSPIREHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Some jurisdictions do not allow limitation or exclusions of certain types of damages and/or of implied conditions or warranties. The limitations, exclusions, and disclaimers set forth in this Agreement shall not apply only if and to the extent that the laws of a competent jurisdiction requires liabilities beyond and despite these limitations, exclusions, and disclaimers.
12 TERM AND TERMINATION
12.1 This Agreement shall continue indefinitely until and unless terminated in accordance with the terms herein.
12.2 Each Party shall be entitled to terminate this Agreement for convenience upon ninety (90) days prior written notice to the other Party.
12.3 This Agreement may be terminated immediately upon notice for cause if:
(a) either Party commits a material breach of this Agreement, or consistently fails to properly perform and observe its obligations under this Agreement, and fails to rectify the situation within thirty (30) calendar days of the non-breaching party delivering notice of the breach or consistent failure to perform; or
(b) either Party becomes insolvent, or a receiver or receiver-manager is appointed for any part of the property of such party, or such party makes an assignment, proposal or arrangement for the benefit of its creditors or such party files an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against such Party.
(c) Add payment default language without notice.
12.4 In addition to any other right and remedy contained herein, InspireHUB reserves the right, in its sole and complete discretion, to revoke and/or suspend Client access to the Services, and license to the Application and Technology, at any time if:
(a) Client breach this Agreement or the policies and/or agreements it incorporates by reference;
(b) InspireHUB is unable to verify or authenticate any information Client provide;
(c) InspireHUB believes that the Client actions may cause financial loss or legal liability for Users, other users of the Services and Application, other third parties, or InspireHUB; or
(d) InspireHUB reasonably determines that Content is objectionable. Without limiting other remedies, InspireHUB may limit Client access to the Services, warn Users and other affected third parties of Client actions and/or issue a warning to Client.
12.5 All fees paid by Client are non-refundable. Termination of this Agreement shall not affect Client payment obligation for any fees for Services accruing prior to the date of termination.
12.6 InspireHUB reserves the right to investigate suspected violations of this Agreement. Client hereby authorize InspireHUB to cooperate with:
(a) law enforcement authorities in the investigation of suspected criminal violations and
(b) authorized persons carrying out civil legal processes in order to enforce the terms and conditions of this Agreement.
12.7 The above-described actions are not InspireHUB’s exclusive remedies and InspireHUB may take any other legal, equitable or technical action it deems appropriate in the circumstances. InspireHUB will not be liable for any damage caused by the termination of this Agreement.
12.8 Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
13.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the Parties other than as set out in this Agreement.
13.2 In the event that a particular dispute is to be arbitrated, the parties, acting reasonably, shall attempt to agree upon a single independent, qualified arbitrator to arbitrate the matter. If within fifteen (15) days after the receipt of such notice to arbitrate the parties are unable to agree upon a single independent, qualified arbitrator, then either party may, upon notice to the other party, seek the appointment of an arbitrator in accordance with the laws applicable to arbitrations in Ontario, Canada.
13.3 This Agreement is governed by the laws of the Province of Ontario, Canada without regard to conflict of laws provisions, and Client agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario. The Parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
13.4 Client acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by InspireHUB to show Client acceptance of this Agreement and/or intent to use the Services), Client is entering into a legally binding contract. Client hereby agrees to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, Client hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
13.5 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
13.6 If Client is residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and Client are under such a jurisdiction and under such age limit, Client may not enter into this Agreement. Furthermore, if Client is residing in a jurisdiction which prohibits Client use of the Application, Technology or Services, Client may not enter into this Agreement. By entering into this Agreement Client explicitly state that Client have verified in Client own jurisdiction that Client use of the Application, Technology and Services is allowed. Client further represent and warrant that
(i) Client are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country; and
(ii) Client are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
13.7 Client acknowledge and agree that the Application, Technology and Services have been developed at significant cost and has significant commercial value to InspireHUB, and that inappropriate use of the Services, Technology or Application could cause InspireHUB irreparable harm. Client therefore agree that InspireHUB will have the right to seek, in addition to any of its other rights and remedies under law and equity, injunctive relief for any violation of this Agreement.