END USER LICENSE AGREEMENT
This Althea Terms of Service (this "Agreement") is effective as of the date of the user's first use of the Services ("Effective Date") and is between Tiptree Advanced Systems Corporation, a corporation incorporated under the federal laws of Canada ("Tiptree"), and you, the user of the Services ("User").
NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows.
In this Agreement, the following words have the following meanings:
Access Credentials means any user name, identification number, password, license or security key, security token, personal identification number (PIN) or other security code, method, technology or device used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
Action means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other.
Affiliate of any Person means any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with the first Person.
Authorized Users means User’s employees, consultants, contractors and agents (a) who are authorized by User to access and use the Services under the rights granted to User pursuant to this Agreement, and (b) for whom access to the Services has been purchased hereunder.
Availability Requirement has the meaning set forth in Section 5.1(a).
Available has the meaning set forth in Section 5.1(a).
Business Day means a day on which commercial banks are open for business in Montréal, Québec but excludes a Saturday, Sunday or any other statutory or civic holiday in Montréal, Québec.
Confidential Information has the meaning set forth in Section 9.1.
Content has the meaning set forth in Section 2.2.
Control (and the terms Controlled by and under common Control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
User Data means information, data and other content about User or an Authorized User, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly, from User or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data or content by or through the Services. For the avoidance of doubt, User Data does not include Resultant Data, Input or any other information reflecting the access or use of the Services by or on behalf of User or any Authorized User.
User Failure has the meaning set forth in Section 4.2.
User Systems means User’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by User or through the use of third-party services.
Disclosing Party has the meaning set forth in Section 9.1.
Documentation means any manuals, instructions or other documents or materials that Tiptree provides or makes available to User in any form or medium and which describe the functionality, components, features or requirements of the Services or Tiptree Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
Exceptions has the meaning set forth in Section 5.1(b).
Fees has the meaning set forth in Section 7.1.
Force Majeure Event has the meaning set forth in Section 14.1.
Governmental Authority means the government of Canada or of any other nation, or of any political subdivision thereof, whether provincial, territorial, state, regional, municipal or local, and any department, agency, authority, instrumentality, regulatory body, central bank, court, commission, board, tribunal, bureau or other entity exercising executive, legislative, regulatory, judicial or administrative powers or functions under, or for the account of, any of the foregoing.
Governmental Order means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.
Harmful Code means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any: (i) computer, software, firmware, hardware, system or network; or (ii) application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby; or (b) prevent User or any Authorized User from accessing or using the Services or Tiptree Systems as intended by this Agreement. Harmful Code does not include any Tiptree Disabling Device.
Initial Term has the meaning set forth in Section 10.1.
Input has the meaning set forth in Section 2.2.
IP Rights means (a) all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), including all provisional applications, substitutions, continuations, patents of addition, improvement patents, divisions, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof, and including all rights related thereto (including priority rights), (b) all trademarks, service marks, trade dress, trade names, logos, domain names and corporate names, whether registered or existing at common law, (c) all registered and unregistered statutory and common law copyrights and industrial designs, (d) all registrations, applications, divisionals and renewals for any of the foregoing, (e) all trade secrets, confidential information, ideas, formulae, compositions, know-how, improvements, innovations, discoveries, designs, manufacturing and production processes and techniques, and (f) all other intellectual property rights owned, licenced, controlled or used by a Person, in any and all relevant jurisdictions in the world.
Laws means any and all (a) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (b) judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, instruments or awards of any Governmental Authority, and (c) policies, practices, standards, guidelines and protocols to the extent they have force of law.
Linked Sites has the meaning set forth in Section 3.3.
Losses mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
Output has the meaning set forth in Section 2.2.
Person means a natural person, partnership, limited partnership, sole proprietorship, corporation or company, limited liability company, stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority.
Process means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including Input, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy, and Processing and Processed have correlative meanings.
Receiving Party has the meaning set forth in Section 9.1.
Renewal Term has the meaning set forth in Section 10.2.
Representatives means, with respect to a Party, that Party’s employees, officers, directors, consultants, agents and legal advisors.
Resultant Data means data and information related to User’s use of the Services that is used by Tiptree in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. For clarity, Resultant Data does not include the Output.
Scheduled Downtime has the meaning set forth in Section 5.3.
Service Credit has the meaning set forth in Section 5.2.
Service Level Failure has the meaning set forth in Section 5.1(a).
Service Period has the meaning set forth in Section 5.1(a).
Services means the service offering described in Schedule A.
Specifications means the specifications for the Services provided by Tiptree to User from time to time and, to the extent consistent with the foregoing, the Documentation.
Taxes means any commodity tax, including sales, use, excise, value-added, goods and services tax, provincial sales tax, harmonized sales tax, consumption or other similar tax, including penalties and interest, imposed, levied or assessed by any Governmental Authority.
Term has the meaning set forth in Section 10.2.
Third-Party Materials means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services, that are not proprietary to Tiptree.
Tiptree Disabling Device means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Tiptree or its designee to disable User’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Tiptree or its designee.
Tiptree Indemnitee has the meaning set forth in Section 12.1.
Tiptree Materials means the Services, Specifications, Documentation and Tiptree Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies, and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Tiptree in connection with the Services or otherwise comprise or relate to the Services or Tiptree Systems. For the avoidance of doubt, Tiptree Materials include Resultant Data and any information, data or other content derived from Tiptree’s monitoring of User’s access to or use of the Services, but do not include User Data or Content.
Tiptree Personnel means all individuals involved in the performance of Services as employees, agents or independent contractors of Tiptree.
Tiptree Systems means the information technology infrastructure used by or on behalf of Tiptree in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Tiptree or through the use of third-party services.
In this Agreement, unless there is something in the subject matter or context inconsistent therewith, words importing the singular number only (including defined terms) include the plural and vice versa and words importing a gender include all genders and, in each case. the rest of any sentence including such words is to be construed as if the necessary grammatical changes had been made.
In this Agreement:
The inclusion of a table of contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect the interpretation of this Agreement.
All monetary amounts in this Agreement, unless otherwise specified, are stated in Canadian currency.
Subject to and conditioned on User’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Tiptree hereby grants User a non-exclusive, non-transferable (except in compliance with Section 15.6) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to User’s internal use.
Tiptree hereby grants to User a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.6) licence to use the Documentation during the Term solely for User’s internal business purposes in connection with its use of the Services.
Except as otherwise expressly provided in this Agreement, as between the Parties:
Nothing in this Agreement grants any right, title or interest in or to (including any licence under) any IP Rights in or relating to, the Services, Tiptree Materials or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the Tiptree Materials and the Third-Party Materials are and will remain with Tiptree and the respective rights holders in the Third-Party Materials.
Tiptree reserves the right, in its sole discretion, to make any changes to the Services and Tiptree Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Tiptree’s services to its Users, (ii) the competitive strength of or market for Tiptree’s services, or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable Law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate and, if agreed, implement all such requested changes.
Tiptree may, directly or indirectly, and by use of a Tiptree Disabling Device or any other lawful means, suspend, terminate or otherwise deny access to, or use of, all or any part of the Services or Tiptree Materials by User, any Authorized User or any other Person, without incurring any resulting obligation or liability, if: (a) Tiptree receives a Governmental Order that expressly or by reasonable implication requires Tiptree to do so; or (b) Tiptree believes, in its sole discretion, that: (i) User or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications, (ii) User or any Authorized User is, has been or is likely to be involved in any fraudulent, misleading or unlawful activities, or (iii) this Agreement expires or is terminated. This Section 2.7 does not limit any of Tiptree’s other rights or remedies under this Agreement.
Tiptree Systems provides the option to prepay for select services via the acquisition of Prepaid Service Credits. Additionally, Promo Service Credits may be offered as part of promotional programs. These credits, neither legal tender nor currency, are non-refundable, non-exchangeable, and expire one year post-purchase or issuance if unused. They are strictly non-transferable and are applicable only to the corresponding service. Tiptree Systems reserves the right to alter these terms at any given time, with the revised terms coming into effect upon their posting on the website or via email notification. Users are solely responsible for the verification of their Service Credit balance, and any misuse may lead to the suspension or termination of their account and immediate expiration of those credits.
User shall not, and shall not permit any other Person to, access or use the Services or Tiptree Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, User shall not, except as this Agreement expressly permits:
The Content may contain links to third-party websites (Linked Sites). User acknowledges and agrees that Linked Sites are not under the control of Tiptree and Tiptree is not responsible for the contents or operation of any Linked Site, and that the inclusion in the Content of links to Linked Sites does not imply endorsement by Tiptree of Linked Sites or any association with their operators.
User shall at all times during the Term:
Tiptree is not responsible or liable for any delay or failure of performance caused in whole or in part by User’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a User Failure).
If User becomes aware of any actual or threatened activity prohibited by Section 3.1, User shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Tiptree Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Tiptree of any such actual or threatened activity.
User has and will retain sole responsibility for: (a) all User Data and Content, including its content and use; (b) all information, instructions and materials provided by or on behalf of User or any Authorized User in connection with the Services; (c) User Systems; (d) the security and use of Access Credentials of User’s Authorized Users; and (e) all access to and use of the Services and Tiptree Materials directly or indirectly by or through the User Systems or its Authorized Users’ Access Credentials, with or without User’s knowledge or consent, including all results, including Content, obtained from, and all conclusions, decisions and actions based on, such access or use.
User shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of User Data, including the emailing or other provision of User Data for Processing by the Services.
The Services do not replace the need for User to maintain regular data backups or redundant data archives. TIPTREE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF User DATA OR CONTENT.
All right, title and interest in and to the Tiptree Materials, including all IP Rights therein, are and will remain with Tiptree and, with respect to Third-Party Materials, the applicable third-party providers own all right, title and interest, including all IP Rights, in and to the Third-Party Materials. User acknowledges and agrees that it has no right, licence or authorization with respect to any of the Tiptree Materials or Third-Party Materials (including any IP Rights therein) except as expressly set forth in Section 2.1 or the applicable third-party licence, in each case subject to Section 3.1. All other rights in and to the Tiptree Materials and Third-Party Materials are expressly reserved by Tiptree and the respective third-party licensors. In furtherance of the foregoing, User hereby unconditionally and irrevocably assigns to Tiptree all right, title and interest in and to the Resultant Data, including all IP Rights relating thereto.
As between User and Tiptree, and to the extent permitted by applicable Law, User shall (a) retain its ownership rights in Input, and (b) own all right, title and interest in and to Output. Tiptree hereby assigns to User all of its right, title and interest, if any, in and to Output, provided, however, that Tiptree shall retain a perpetual right to use Content to provide, maintain, develop and improve its Services and comply with applicable Law.
As between User and Tiptree, User is and will remain the sole and exclusive owner of all right, title and interest in and to all User Data, including all IP Rights relating thereto, subject to the rights and permissions granted in Section 8.4.
User hereby irrevocably grants all such rights and permissions in or relating to User Data as are necessary or useful to Tiptree and the Tiptree Personnel to enforce this Agreement and exercise Tiptree’s and the Tiptree Personnel’s rights and perform Tiptree’s and the Tiptree Personnel’s obligations hereunder.
In connection with this Agreement each Party (as the Disclosing Party) may disclose or make available Confidential Information to the other party (as the Receiving Party). Subject to Section 9.2, Confidential Information means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of, or relating to, the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, Users and pricing and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.
Confidential Information does not include information that:
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier under any of this Agreement’s express provisions, will continue in effect until terminated by either Party (the Initial Term).
This Agreement will continue on a month-to-month basis unless and until either Party terminates this Agreement or until you reach your credit limit. Termination can occur at any time, with payment due at the end of each month or when your credit limit is reached, whichever comes first.
In addition to any other express termination right set forth elsewhere in this Agreement:
Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
The rights and obligations of the parties set forth in this Section 10.5 and Section 3.1 (Use Restrictions), Article 9 (Confidentiality), Section 10.4 (Effect of Termination or Expiration), Article 11 Article 12 (Indemnification), Article 13 (Limitation of Liability) and Article 15 (Miscellaneous), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement for a period of 5 years.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, ALL SERVICES AND TIPTREE MATERIALS ARE PROVIDED “AS IS” AND TIPTREE HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT, AND TIPTREE SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. TIPTREE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT WITH RESPECT TO THE ACCURACY OF THE CONTENT AND THE RESULTS THAT MAY BE OBTAINED AS A RESULT OF USING THE SERVICES.
WITHOUT LIMITING THE FOREGOING, TIPTREE MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR TIPTREE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (A) MEET User’S OR ANY OTHER PERSON’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR (E) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN User AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
User shall indemnify, defend and hold harmless Tiptree and its Affiliates and each of its and their respective officers, directors, employees, agents, successors and permitted assigns (each, a Tiptree Indemnitee) from and against any and all Losses incurred by such Tiptree Indemnitee in connection with any Action by a third party (other than an Affiliate of a Tiptree Indemnitee) that arise out of or relate to any:
Tiptree shall promptly notify User in writing of any Action for which Tiptree believes it is entitled to be indemnified under Section 12.1. User shall cooperate with Tiptree at User’s sole cost and expense. User shall immediately take control of the defence and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at User’s sole cost and expense. Tiptree’s failure to perform any obligations under this Section 12.2 will not relieve User of its obligations under this Article 12 except to the extent that User can demonstrate that it has been materially prejudiced as a result of such failure. Tiptree may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
If any of the Services or Tiptree Materials are, or in Tiptree’s opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party IP Right, or if User’s or any Authorized User’s use of the Services or Tiptree Materials is enjoined or threatened to be enjoined, Tiptree may, at its option and sole cost and expense:
THIS ARTICLE 12 SETS FORTH User’S SOLE REMEDIES AND TIPTREE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND TIPTREE MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD-PARTY IP RIGHT.
IN NO EVENT WILL TIPTREE OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL THEORY FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES[, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS UNDER SECTION 5.2]; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; (D) BREACH OF DATA OR SYSTEM SECURITY; OR (E) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF TIPTREE AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL THEORY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY User TO TIPTREE FOR THE THEN-CURRENT INITIAL TERM OR RENEWAL TERM, AS THE CASE MAY BE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
In no event will Tiptree be liable or responsible to User, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond Tiptree’s commercially reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, tsunami or explosion; (c) epidemics and pandemics; (d) war, terrorism, invasion, riot or other civil unrest; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) passage of Law or any action taken by a governmental or public authority materially affecting access to and use of the Services, including imposing an embargo, export or import restriction, quota or other restriction or prohibition materially affecting access to and use of the Services, or any complete or partial government shutdown; (h) national or regional shortage of adequate power or telecommunications facilities; (i) any other event that is beyond the reasonable control of Tiptree (each of the foregoing, a Force Majeure Event).
If Tiptree’s performance of its obligations under this Agreement is affected by a Force Majeure Event, Tiptree shall give notice to User stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
During the Force Majeure Event, User may similarly suspend its performance obligations under this Agreement upon written notice to Tiptree until such time as Tiptree resumes performance of its obligations under this Agreement.
User may terminate this Agreement if such failure or delay continues for a period of  days or more. Unless this Agreement is terminated in accordance with this Section 14.4, the Term of this Agreement shall be automatically extended by a period equal to the period of suspension set forth in Section 14.3.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute a Party the agent of the other nor authorize a Party to make or enter into any commitments for or on behalf of the other Party.
From time to time after the Effective Date, each Party will, at the request of the other Party and at each Party’s own expense, perform or cause to be performed such further and other acts or things as may be reasonably required to give effect to, and carry out the intent of, the obligations in this Agreement.
Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party’s trademarks, trade dress, brand names, logos, corporate names and domain names or other similar designations of source, sponsorship, association or origin, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tiptree may, without User’s consent, include User’s name, logo, trademarks and/or other indicia in its lists of Tiptree’s current or former Users in promotional and marketing materials. User hereby grants Tiptree a perpetual, non-exclusive, royalty-free licence to do so in connection with any promotion or marketing of Tiptree or the Services.
This Agreement, together with any other documents incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior agreements, understandings, negotiations, statements and discussions relating to the subject matter thereof, whether written, oral or in electronic form.
Neither this Agreement nor any of the rights, duties or obligations under this Agreement are assignable or transferable by a Party, in whole or in part, including by way of subcontracting, without the prior written consent of the other Party. This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.
The Parties do not intend that this Agreement benefit or create any right, remedy or cause of action in, or on behalf of, any Person other than a Party and no Person, other than a Party, is entitled to rely on the provisions of this Agreement in any proceeding or otherwise.
This Agreement may only be amended, supplemented or otherwise modified upon written agreement of the Parties.
The failure or delay by a Party in enforcing, or insisting upon strict performance of, any legally binding provision of this Agreement shall not constitute a waiver of such provision or in any way affect the enforceability of any legally binding provisions of this Agreement. In addition, any such failure or delay shall not deprive a Party of the right, at any time or from time to time, to enforce or insist upon strict performance of such provision or any other legally binding provision of this Agreement.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Agreement is governed by and is to be interpreted and enforced in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.
Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, the services provided hereunder and all contemplated transactions shall be instituted in the courts of the Province of Québec. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original. All such signed counterparts, taken together, shall constitute one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
The Parties confirm their express wish that this Agreement and all related documents be drafted in the English language. Les Parties confirment leur volonté expresse que la présente convention et tous les documents s’y rattachant soient rédigés en langue anglaise.