Payment
3.1 Fees
The Customer agrees to pay WiQ the Fees to access and use the Platform stated in the applicable Order Form.
3.2 Payment Terms
Fees are due net thirty (30) days from the invoice date unless otherwise specified in the applicable Order Form. Customer is responsible for providing complete and accurate billing and contact information to WiQ, including all information requested by WiQ for invoicing purposes, and notifying WiQ of any changes.
3.3 Late Payments
Late Fees may accrue interest monthly at the lower of 1.5%, or the maximum rate permitted by law, chargeable from the date such payment was due until the date when WiQ receives payment in full.
3.4 Taxes
The Fees due are without deduction and are not inclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). The Customer will pay all Taxes associated with its Fees. If WiQ has the legal obligation to pay or collect Taxes for which Customer is responsible, including any penalties and interest, the appropriate amount will be invoiced to andpaid by the Customer unless Customer provides WiQ with a valid tax exemption certificate authorized by the applicable taxing authority. WiQ is solely responsible for taxes assessable against it or the WiQ Group based on WiQ’s net income
Data
4.1 Customer Data
Ownership of Customer Data. As between WiQ Group and the Customer, the Customer owns all rights, title, and interest in and to Customer Data, including all Intellectual Property Rights therein, subject only to the licenses granted toWiQ Group in these Terms of Service. The Customer has sole responsibility for the legality,right to use, accuracy, and quality of the Customer Data and for obtaining all necessary licenses, consents, and authorizations for use of Customer Data with the Platform, including as needed under applicable laws.
Use of Customer Data. The Customer grants WiQ a non-exclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, display, and share the Customer Data as is necessary (i) to provide the Customer with access to the Platform and to provide the features, functionality, and intended benefit and use of the Platform, (ii) to provide the Professional Services, (iii) to exercise its rights under these Terms of Service Customer further grants WiQ Group a nonexclusive, worldwide, royalty-free right to access Aggregate Data for the sole purpose of research and developing,creating, and improving the functionality of the Platform. WiQ Group agrees to only process Customer Data as allowed by the terms of the Agreement, to deliver services requested by the Customer with respect to the Customer Data, to comply with other documented reasonable instructions provided by the Customer, and to comply with applicable laws.
4.2 Generator Data
This Section 4.2 applies when the Customer acts as a Receiver.
Roles of the Parties regarding Generator Data. As between the Parties, the Customer is the data controller regarding Generator Data, and WiQ acts as the Customer’s processor or subprocessor of Generator Data. For the purposes of these Terms of Service, the Customer has sole responsibility for the legality, right to use, accuracy, and quality of the Generator Data.
Use of Generator Data. The Customer represents and warrants to WiQ Group that it has all necessary licenses, consents, and authorizations for use of Generator Data with the Platform in accordance with the permitted usages stated in these Terms of Service, including as needed under applicable laws and any contractual agreements between the Customer and the Generator. The Customer grants WiQ, and if the Generator Data is provided to the Customer by a third-party Generator then the Customer represents and warrants to WiQ that it has obtained from the Generator for the benefit of WiQ Group, a nonexclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, display, and share the Generator Data as is necessary (i) to act as the Customer’s processor or subprocessor (as applicable) of Generator Data to provide the Customer with the features, functionality, and intended benefit and use of the Platform with Generator Data, (ii) to provide the Professional Services, (iii) to exercise its rights under these Terms of Service.Customer further grants WiQ Group a non-exclusive, worldwide, royalty-free right to access Aggregate Data for the sole purpose of research and developing,creating, and improving the functionality of the Platform. WiQ Group agrees to only process Generator Data as allowed by the terms of the Agreement, to deliver services requested by the Customer with respect to the Generator Data, to comply with other documented reasonable instructions provided by the Customer, and to comply with applicable laws.
4.3 Receiver Data
This Section 4.3 applies when the Customer acts as a Generator.
Roles of the Parties regarding Receiver Data. As between the Parties, the Customer is the data controller regarding Receiver Data, and WiQ acts as the Customer’s processor or subprocessor of Receiver Data. For the purposes of these Terms of Service, the Customer has sole responsibility for the legality, right to use, accuracy, and quality of the Receiver Data.
Use of Receiver Data. The Customer represents and warrants to WiQ Group that it has all necessary licenses, consents, and authorizations for use of Receiver Data with the Platform in accordance with the permitted usages stated in these Terms of Service, including as needed under applicable laws and any contractual agreements between the Customer and the Receiver. The Customer grants WiQ, and if the Receiver Data is provided to the Customer by a third-party Receiver then the Customer represents and warrants to WiQ Group that it has obtained from the Receiver for the benefit of WiQ, a nonexclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, display, and share the Receiver Data as is necessary (i) to act as the Customer’s processor or subprocessor (as applicable) of Receiver Data to provide the Customer with the features, functionality, and intended benefit and use of the Platform with Receiver Data, (ii) to provide the Professional Services, (iii) to exercise its rights under these Terms of Service. Customer further grants WiQ Group a nonexclusive, worldwide, royalty-free right to access Aggregate Data for the sole purpose of research and developing, creating, and improving the functionality of the Platform. WiQ Group agrees to only process Receiver Data as allowed by the terms of the Agreement, to deliver services requested by the Customer with respect to the Receiver Data, to comply with other documented reasonable instructions provided by the Customer, and to comply with applicable laws.
4.4 Subprocessors
WiQ may transmit Data to subprocessors to facilitate the Customer’s access to the Platform and delivery of Professional Services under these Terms of Service, provided that any subprocessors are informed of the terms of the Agreement and are subject to contractual terms and conditions for the protection of Data similar to those that apply to WiQ.
4.5 Data as Confidential Information
Subject to the licenses granted to WiQ Group in the Agreement and the permitted uses stated in these Terms of Services, Data shall be treated as Confidential Information.
4.6 Prohibited Data
The Customer agrees to not request or upload and to ensure that no Authorized Users upload into the Platform, or otherwise submit or make accessible to WiQ Group, any Prohibited Data. WiQ may in its discretion remove any Data that violates applicable law or the terms of the Agreement.
4.7 Aggregate Data; Benchmarking
WiQ Group and its Personnel, subprocessors, and third-party service providers are expressly permitted to create and use Aggregate Data to (i) provide, improve, and enhance thePlatform, (ii) for development, diagnostic, and corrective purposes, and (iii) to create, develop, and distribute additional products and services, including benchmarking data and industry insights.
4.8 Usage Data
WiQ may use Usage Data for the purposes of (i) implementing, operating, maintaining, and improving the Platform, (ii) auditing compliance with the terms of the Agreement, and (iii) for any other purpose expressly allowed by the Agreement. WiQ may use Usage Data during and after the Subscription Term for the purposes permitted by this section.
4.9 Extraction of Data
WiQ may erase or otherwise destroy Data (or any portion thereof) unless it receives, no later than thirty (30) days after the effective date of termination or expiration of this Agreement or an applicable Subscription Term, written notice from the Customer requesting an extraction of Data. Within thirty (30) days of receiving such notice and subject to WiQ verifying the Customer’s lawful right to the Data, WiQ shall provide the Customer with a copy of the Data in a format reasonably requested by the Customer and commercially practical for WiQ to provide.
4.10 Retention of Data
WiQ Group may retain copies of Data made as a matter of routine information technology backup or that WiQ Group must retain under applicable law. All such retained Data shall remain subject to the terms of this Agreement, including Section 5 (Confidentiality), for so long as it is retained.
4.11 Data Security Standards
WiQ Group shall comply with all security protocols and guidelines set out in Exhibit A to this Agreement.
Confidentiality
5.1 Scope
This section applies even if there is a non disclosure agreement between WiQ and the Customer and for purposes of the Agreement, supersedes any such agreement. Subject to Section 5.2, “Confidential Information” means the terms of the Agreement and all information or material which (i) gives the disclosing Party or a third-party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Party who owns the Confidential Information; or (ii) which is either: (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. The Confidential Information of WiQ Group includes its pricing regarding the Platform and plans regarding the functionality of the Platform, the use of Aggregate Data, and the development of WiQ Group’s products and services (including the Platform). The Confidential Information of the Customer includes Customer Data.
5.2 Exceptions
Notwithstanding the foregoing Section 5.1, Confidential Information will not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving Party; (ii) was previously known to the receiving Party or lawfully received by the receiving Party from a third-party, in each case without any condition or obligation of confidentiality attached to it; (iii) is independently developed by the receiving Party without reference to the Confidential Information of the other Party; or (iv) Aggregate Data.
5.3 Permitted Use
The receiving Party shall not use any of the disclosing Party’s Confidential Information other than as permitted by this Agreement and to exercise its rights and perform its obligations under the Agreement and shall not disclose the disclosing Party’s Confidential Information to anyone other than the receiving Party’s Affiliates, Personnel, professional advisors, business partners, suppliers, and subprocessors, who have a need to know such Confidential Information for purposes of the Agreement or who are otherwise permitted by the Agreement to receive the information, and who are subject to confidentiality obligations no less restrictive than those contained in this section. The receiving Party shall protect the disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
5.4 Compelled Disclosure
In the event any Confidential Information is required to be disclosed by a receiving Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, orby a demand or information request from an executive or administrative agency, securities exchange, listing authority or other governmental authority, or is otherwise required by applicable law, the receiving Party requested or required to disclose such Confidential Information will,unless prohibited by the terms of the demand, (i) promptly notify the disclosing Party of the terms and circumstances surrounding such demand or request, and (ii) consult with the disclosing Party on the advisability of making legal efforts to resist or narrow such demand. If disclosure of such Confidential Information is required pursuant to the foregoing and regardless of whether the receiving Party is prohibited from notifying the disclosing Party of the demand, the receiving Party will only disclose the Confidential Information necessary to comply with the order.
5.5 Ownership
Without limiting the licenses granted by a Party in these Terms of Service, as between the Customer and WiQ Group, the Customer’s Confidential Information will remain the sole and exclusive property of the Customer, and WiQ Group’s Confidential Information will remain the sole and exclusive property of WiQ Group.
5.6 Remedies
Each Party acknowledges that a breach of the provisions in this section may cause irreparable harm and damage and agrees that the disclosing Party will be entitled to seek injunctive relief under the Agreement, as well as such further relief as may be granted under applicable laws.
5.7 Return or Destruction
Upon termination of the Agreement, subject to WiQ’s rights under Section 4 that survive termination of the Agreement, each Party agrees to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
Intellectual Property
6.1 Ownership of the Platform and Aggregate Data
Upon termination of the Agreement, subject to WiQ’s rights under Section 4 that survive termination of the Agreement, each Party agrees to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
5.7 Return or Destruction
Upon termination of the Agreement, subject to WiQ’s rights under Section 4 that survive termination of the Agreement, each Party agrees to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
5.7 Return or Destruction
Upon termination of the Agreement, subject to WiQ’s rights under Section 4 that survive termination of the Agreement, each Party agrees to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
Indemnification
7.1 WiQ Indemnity
Subject to the Customer’s indemnity obligations stated in this Agreement, WiQ agrees to defend, indemnify, and hold the Customer and its Personnel harmless from and against any third-party action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, or other litigation or proceeding, or notice (a “Claim”) and resulting assessments, fines, bona fide settlements, costs, damages, expenses (including reasonable attorneys’ and accountants’ fees), judgments, liabilities, losses, or penalties, incurred in connection with a Claim (“Damages”) where the Claim, subject to Section 7.3 below, alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights (a “Customer Claim”).
7.2 Customer Rights
In the defense or settlement of any Customer Claim that alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights, WiQ may procure the right for the Customer to continue using the Platform, replace or modify thePlatform (so long as such modified Platform is substantially equivalent in functionality and performance)so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) business days’ notice and refund the Customer (without any additional liability or obligation to the Customer) a prorated amount equal to the prepaid unused Fees for the unexpired portion of the Subscription Term. This section states the Customer’s sole and exclusive rights and remedies, and WiQ’s entire obligation and liability for infringement of any Intellectual Property Right regarding the Platform.
7.3 Customer Indemnity
The Customer agrees to defend, indemnify, and hold WiQ Group and its Personnel harmless from and against any Claims and resulting Damages arising out of or related to (i) the Customer’s use of the Platform or Professional Services, (ii) Customer Data, Generator Data, or Receiver Data (including inaccurate Data provided to WiQ Group), Prohibited Data, and the Customer’s of use of them with the Platform or Professional Services, (iii) the Customer’s use of any Third-Party Services or breach of any third-party terms and conditions applicable to the Third-Party Services, (iv) the Customer’s or its Authorized Users’ or Personnel’s violation of applicable laws, including Privacy Laws, in connection with use of the Platform or Professional Services, (v) the Customer’s or its Authorized Users’ or Personnel’s breach of any of their respective agreements, obligations, or representations given in this Agreement, or (vi) arising from the Customer’s or its Authorized Users’ or Personnel’s gross negligence, fraud, or wilful misconduct. Without limiting the generality of the foregoing, the Customer acknowledges and agrees that a Claim made by Personnel or an Authorized User is a third-party Claim.
7.4 Exclusions
Notwithstanding anything to the contrary in the Agreement, WiQ Group and its Personnel shall not be liable to the Customer and its Personnel to the extent that any loss or Claim related to the Platform or its use by the Customer is based on: (i) a modification of thePlatform not authorized by WiQ to the extent such Claim would not have occurred absent such modification; (ii) use of the Platform in contravention of the terms of the Agreement or the Documentation; (iii) use of the Platform in combination with other products, software, ordata not supplied by WiQ; or (iv) failure to follow the reasonable support or maintenance instructions provided by WiQ regarding the Platform, including to update the App when WiQ makes a new version,security patch, or similar update available.
Limitation of Liability
8.1
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL WIQ GROUP BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF DATA OR RELIANCE ON THE PLATFORM BY THE CUSTOMER, ITS PERSONNEL, OR ITS AUTHORIZED USERS.
8.2
WIQ GROUP MAKES NO REPRESENTATION AND WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE, AGREEMENTS, OR TRANSACTIONS WITH, ANY THIRD-PARTY SERVICES. THE CUSTOMER MUST COMPLY WITH ALL AGREEMENTS AND OTHER LEGAL REQUIREMENTS THAT APPLY TO THIRD-PARTY SERVICES.
8.3
THE PLATFORM, ITS FUNCTIONALITY, AND ANY CONTENT MADE AVAILABLE BY WIQ ON THEPLATFORM AND ALL OTHER SERVICES RELATED TO THE PLATFORM ARE PROVIDED “AS IS”. WIQ DOES NOT WARRANT THAT (I) THE OPERATION OF THE PLATFORM WILL BE TIMELY, SECURE,UNINTERRUPTED, OR ERROR-FREE, (II) ANY ERRORS IN THE PLATFORM CAN OR WILL BE CORRECTED, OR (III) THE PLATFORM OR THE FUNCTIONS CONTAINED THEREIN, OR ANY RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S REQUIREMENTS, INCLUDING FOR RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY,SUITABILITY, ACCURACY, OR COMPLETENESS. EXCEPT FOR THE WARRANTIES STATED EXPRESSLY IN THESE TERMS OF SERVICE, WIQ SPECIFICALLY EXCLUDES ALL OTHER WARRANTIES, CONDITIONS, AND OTHER TERMS,WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
8.4
IN NO EVENT WILL WIQ GROUP BE LIABLE FOR ANY DAMAGES, COSTS, CLAIMS, OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT,NEGLIGENCE, OR TORT, IN EXCESS OF FIVE MILLION DOLLARS ($5,000,000). CLAIMS BY THE CUSTOMER’S AFFILIATES OR MULTIPLE CLAIMS BY THE CUSTOMER OR ITS AFFILIATES SHALL NOT INCREASE OR EXTEND THE MAXIMUM LIABILITY OF WIQ GROUP AS PROVIDED IN THIS SECTION.
8.5
IN NO EVENT WILL WIQ GROUP BE LIABLE FOR ANY DAMAGES, COSTS, CLAIMS, OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT,NEGLIGENCE, OR TORT, IN EXCESS OF FIVE MILLION DOLLARS ($5,000,000). CLAIMS BY THE CUSTOMER’S AFFILIATES OR MULTIPLE CLAIMS BY THE CUSTOMER OR ITS AFFILIATES SHALL NOT INCREASE OR EXTEND THE MAXIMUM LIABILITY OF WIQ GROUP AS PROVIDED IN THIS SECTION.
8.6
This section will apply to the maximum extent permitted under applicable laws. Without prejudice to the foregoing, nothing in these Terms of Service will operate to exclude or restrict any liability of a Party for any matter for which it is not permitted by applicable law to exclude or limit, or to attempt to exclude or limit, its liability.
Limitation of Liability
9.1 Term
The Agreement shall continue in force until all applicable Order Forms have expired or terminated according to their terms, or until this Agreement has been terminated according to its terms. The initial Subscription Term, including optional services and features identified on the Order Form, is specified in the applicable Order Form. Each Subscription Term will automatically renew for additional one-year periods, unless either Party gives the other Party written notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The Fees payable for any renewal term shall be, unless otherwise agreed upon in the Order Form, WiQ’s then current fees charged for access to the Platform, its Professional Services, or any other services provided in the Order Form.
9.2 Suspension
In the event of any breach or threatened breach of the Agreement by the Customer or any Authorized User, without limiting any of WiQ’s other rights and remedies, WiQ may suspend access to thePlatform.
9.3 Termination of Certain Events
A Party may immediately terminate these Terms of Service on the occurrence of any of the following: (i) if the other Party materially breaches the Agreement and such breach is incapable of being cured, upon written notice to the breaching Party; (ii) if the other Party materially breaches the Agreement and such breach is capable of being cured, subject to any provisions of the Agreement giving an immediate or shorter right of termination, upon written notice to the breaching Party if the breaching Party does not cure the breach within thirty (30) days after its receipt of written notice of the breach, or (iii) immediately by written notice upon the other Party commencing or becoming subject to reorganization, winding up, insolvency, or bankruptcy proceedings under any national, federal, state or provincial statute or ceases to operate in the ordinary course of its business. If this Agreement is terminated by WiQ in accordance with this section, the Customer will pay any unpaid Fees covering the remainder of the Subscription Term of all Order Forms. In no event will termination relieve the Customer of its obligation to pay any Fees payable to WiQ for the period prior to the effective date of termination.
9.4 Effect of Termination
In the event of any termination or expiration of a Subscription Term or these Terms of Service, WiQ will cease providing the Customer with access to the Platform or any applicable Professional Services upon the effective date of termination. WIQ shall retain the Customer Data stored on the Platform for at least thirty (30) days after the expiry or termination date. During these thirty (30) days of retention of Customer Data and upon Customer’s written request, WiQ shall provide the Customer with a copy of the Customer Data in a format reasonably requested and commercially practical for WiQ to provide. WiQ may erase or otherwise destroy the Customer Data stored on the Platform in part or in whole afterwards.
9.5 Survival
Sections 1, 2.1, 3.3, 3.4, 4, 5, 6, 7.3, 7.4, 8,9.4, 9.5, and 10, any provision that provides for ongoing rights or obligations of the Parties following termination of this Agreement, or any section that expressly states that it survives termination of the Agreement, shall survive the termination of this Agreement for any reason.
General Terms
10.1 Interpretation
Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine. The headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Agreement. Wherever the words “include”, “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” and the words following“include”, “includes”, or “including” shall not be considered to set forth an exhaustive list. All references to currency in these Terms of Service are expressed in Canadian dollars.
10.2 Marketing
If WiQ has received the Customer’s prior written consent, which consent may be unreasonably withheld, the Customer agrees that WiQ may use its name and logo as a customer who uses the Platform, in any manner, including in press releases, public announcements, advertising or promotional materials,written or otherwise.
10.3 Export Controls
The Customer will not use or access the Platform if it is located in any jurisdiction in which doing so is prohibited under Canadian, United States, orother laws (a “Prohibited Jurisdiction”) and will not provide access to the Platform to any government,entity, or individual located in any Prohibited Jurisdiction. The Customer confirms that: (i) it is not named on any Canadian or United States government list of persons or entities prohibited from transaction with any Canadian or United States person; (ii) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) it will not access or use the Platform in violation of any Canadian, United States, or other export embargoes, prohibitions or restrictions; and (iv) it will comply with all laws regarding the transmission of data exported from the country in which it is located to Canada and the United States.
10.4 Assignment
This Agreement shall be binding upon and ensure to the benefit of the Parties and their respective successors and permitted assigns. WiQ may assign this Agreement without requiring the Customer’s consent. The Customer may not assign this Agreement or any of its rights or obligations hereunder, in whole or in part,without WiQ’s prior written consent, which consent will not be unreasonably withheld.
10.5 Entire Agreement
This Agreement, including all other agreements referenced or incorporated herein, is the entire agreement and understanding between the Parties regarding the matters contemplated by this Agreement and supersedes all prior or contemporaneous communications (oral or written), agreements, and understandings of any kind of the same subject. Each Party confirms that it has not relied upon any statement, representation, or understanding that is not an express term of this Agreement.
10.6 Amendments
This Agreement may be amended only by a writing executed by a duly authorized representative of each Party; provided, however, that the Parties acknowledge and agree that the Documentation and WiQ’s privacy policy and Acceptable Use Policy may be updated by WiQ from time to time during the term of this Agreement, provided that updates to such Documentation and policies shall not result in a material degradation of the security, integrity, or availability of the Platform.
10.7 Governing Law and Forums
Any claim, controversy, or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to the conflict of law principles thereof. The Parties will initiate any lawsuits in connection with this Agreement in Alberta, Canada, and irrevocably attorn to the exclusive jurisdiction and venue of the courts sitting therein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
10.8 Independent Contractor
The Parties are independent contractors. Nothing in this Agreement will be construed to create a joint venture, partnership, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval,to bind or commit the other Party in any way.
10.9 Notices
All notices and communications given under this Agreement will be in writing and will be given by: (i) certified mail return receipt requested or by overnight courier, to the address stated in the applicable Order Form; (ii) delivered electronically by email to the email address stated in the applicable Order Form or as updated by a Party from time to time in accordance with this section.
10.10 Severability and Waiver
If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected thereby and will be binding upon the Parties and will be enforceable, as though such invalid or unenforceable provision (or portion thereof) were not contained in this Agreement. The failure of either Party to insist upon strict performance of any provision in this Agreement will in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of this Agreement or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions in this Agreement.
Updated July 30, 2024.
