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Terms and Conditions

SALESRIGHTS TERMS AND CONDITIONS

These Terms and Conditions set out the terms on which SalesRight Inc. (“SalesRight”) will make its services available to the person or entity identified (the “Customer”) in the applicable Order Form referencing these Terms and Conditions or signing up through the https://salesright.co/  website (the “Website”) to use the SalesRight Service (as defined below) (collectively the “Agreement”).  Customer, by executing an applicable Order Form or creating an account on the Website, hereby agrees to the following terms and conditions which contain important limitations on representations, warranties, remedies and liabilities.

 

To the extent any terms and conditions of this Agreement conflict with the terms of an Order Form or any other document, the documents shall control in the following order: (i) Order Forms or Statement of Work with the latest date(s), (ii) this Agreement and, (iii) any other documents expressly incorporated herein by reference.

  1. DEFINITIONS
  • Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario.
  • Confidential Information” means any business, marketing, technical, scientific, trade secret, intellectual property, pricing or other information disclosed by either Party which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential.
  • Customer Data” means any electronic data, information or any derivatives thereof, uploaded, submitted or otherwise transmitted to or through the SalesRight Service by Customer.
  • Deliverables” means materials and other items to be provided under Services as set out in a Statement of Work.
  • Documentation” means the user and reference manuals, in whatever form recorded, provided by SalesRight for access to the SalesRight Service.
  • Fees” means the amounts paid or payable by Customer to SalesRight for use of the SalesRight Service or any Professional Services.
  • Order Form” means, if applicable, the document(s), regardless of actual name, executed by the parties which incorporates by reference the terms of this Agreement and describes order-specific information such as subscription term, specific services and fees and payment terms.
  • Party” means either SalesRight or Customer (collectively, the “Parties”).
  • Professional Services” means any configuration, implementation, training, consulting, or custom software development services to be performed by SalesRight under this Agreement pursuant to the terms of an Order Form and/or statement of work attached to the Order Form.
  • Statement of Work” or “SOW” means any written or electronic statement of work executed by the parties under which SalesRight will provide Professional Services.
  • Work Product” means any custom Deliverables that are identified as being owned by the Customer in a SOW.
  1. SERVICES AND LICENSE
  • The SalesRight Service. The SalesRight Service enables registered users to use the SalesRight pricing and quoting software-as-service platform (the “SalesRight Service”). The software, models, databases, network storage and related technology required to run the SalesRight Service is provided by SalesRight and its third-party vendors and hosting partners.

 

  • License Grant. Subject to the terms and conditions of this Agreement and payment of the applicable fees, during the Term SalesRight hereby grants to Customer a non-exclusive, non-transferable limited license to access and use the SalesRight Service to create, validate, deploy, and send pricing and quotes.

 

  • By accessing or using the SalesRight Service Customer agrees: (i) that this license grant shall expire upon the termination of this Agreement or termination of Customer’s subscription to the SalesRight Service, whichever comes first; (ii) the SalesRight Service may only be used for Customer’s business purposes and shall not be leased, licensed, sub-licensed, transferred, assigned, lent, or shared access allowed to others; (iii) SalesRight owns and controls the SalesRight Service, and the Customer will not copy, reproduce, modify or create derivative work of the SalesRight Service or its underlying technology; (iv) Customer will not use the SalesRight Service in a manner not contemplated by this Agreement; (v) Customer will not decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the SalesRight by any means whatsoever; (vi) Customer will not circumvent any user limits or other use restrictions that are built into the SalesRight Service; (vii) remove any proprietary notices, labels, or trademarks from the SalesRight Service; (viii) Customer will not access the SalesRight Service in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics of the SalesRight Service. Customer’s rights to the SalesRight Service are strictly limited to those granted in this Agreement.

 

  • Customer Responsibilities. Customer is responsible for any and all Customer Data and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising Customer Data can be processed and transmitted via the SalesRight Service. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Data; (ii) safeguard any login details provided for accessing the SalesRight Service and prevent unauthorized access to or use of the SalesRight Service; and (iii) notify SalesRight promptly upon becoming aware of any such unauthorized access or use; and (iv) comply with all applicable local, state, provincial, federal and foreign laws in using the SalesRight Service.

 

  • SalesRight will use commercially reasonable efforts to make the SalesRight Service available during the Term except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond SalesRight’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays. Unless otherwise specified in an Order Form, Customer will provide basic customer support in respect of the SalesRight Service.

 

  • Professional Services. SalesRight will perform any Professional Services in a professional and workmanlike manner and in accordance with the specifications and time frames agreed between the parties in a Statement of Work.

 

  • If you register for a free trial of the SalesRight Service, then, subject to this Agreement, SalesRight grants you a limited, personal, non-transferable, non-sub-licensable, internal license to use the SalesRight Service for non-production, evaluation purposes during the applicable Trial Period. In addition, you agree to allow SalesRight to contact you using the provided phone number and/or email address for marketing, sales, support, research, or other purposes. For the purposes of this Agreement, “Trial Period” means the time starting from your registration to use a free trial of the SalesRight Service until the earlier of (a) the end of the free trial period for which you registered (which trial period shall be thirty (30) days unless otherwise stated on the registration page for the free trial version of the Service), or (b) the start date of any paid subscription for the SalesRight Service.  You  will not be entitled to receive any support from SalesRight for your use of a free, trial subscription for the SalesRight Service. SalesRight may terminate the Trial Period for any free trial of the SalesRight Service at any time in its sole discretion and may accept or decline any request for a free trial version of the SalesRight Service in its sole discretion.  ANY DATA YOU ENTER INTO THE FREE TRIAL VERSION OF THE SALESRIGHT SERVICE AND ANY CUSTOMIZATIONS YOUR MAKE TO THE FREE TRIAL VERSION OF THE SALESRIGHT SERVICE WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION TO THE SALESRIGHT SERVICE. YOUR DATA CANNOT BE EXPORTED FROM THE FREE TRIAL VERSION OF THE SALESRIGHT SERVICE.  NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE FREE TRIAL VERSION OF THE SALESRIGHT SERVICE IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. Additional terms and conditions applicable to the free trial version of the SalesRight Service may appear on the applicable registration page.  Any such additional terms and conditions are incorporated into this Agreement by reference.

 

  1. FEES AND PAYMENT TERMS

 

  • Pricing for use of the SalesRight Service will be set out in an Order Form (the “Fees”). SalesRight may vary the Fees, subject to SalesRight giving Customer not less than 60 days’ notice of such increase prior to the end of the then-current Term. Upon notice of a price change, Customer shall have the option to terminate this Agreement within 60 days of being notified of the price change by providing written notice to SalesRight.

 

  • Payment Terms. Unless otherwise specified in an Order Form, all payments of Fees are due annually, in advance. Payments for professional services must be made within 30 days of the date of the applicable invoice unless otherwise agreed in an Order Form or SOW. Any payment not received from Customer by the due date will accrue late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher; from the date such payment was due until the date paid.

 

  • Overdue. If Customer’s account is thirty (30) or more days overdue, in addition to any of its other rights or remedies, SalesRight reserves the right to suspend use of the SalesRight Service and/or Professional Services provided to Customer, until such amounts are paid in full or terminate the SalesRight Service and/or Professional Services and this Agreement. Suspension of Services shall not be deemed to be a termination of this Agreement by SalesRight.

 

  • Taxes and Deductions. The Fees are exclusive of any applicable sales taxes, fees, value-added surcharges, import and export duties, and other assessments levied by federal, state, provincial, local and other governments related to its payments to the other under this Agreement (“Taxes”). Customer shall be responsible for paying all Taxes. All payments required to be made under this Agreement shall be without deduction or withholding for or on account of any taxes or similar governmental charge. Such taxes are referred to herein as “Withholding Taxes” and are the sole responsibility of Customer. Customer shall promptly provide to SalesRight a certificate evidencing payment of any Withholding Taxes under this Agreement.

 

  • Credit Cards. A valid credit card may be required for paying accounts. Customer shall: (i) keep the billing, credit card and payment information provided to SalesRight or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; (ii) promptly advise SalesRight if Customer’s credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Customer’s failure to pay any fees billed to Customer by SalesRight caused by Customer’s failure to provide SalesRight with up to date billing information. By providing credit card billing information to SalesRight as part of account set-up for Customer’s monthly or annual pre-authorized payments, Customer authorizes SalesRight to charge Customer’s credit card for all outstanding fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes SalesRight’s good and sufficient authority for so doing.

 

 

  1. CONFIDENTIALITY AND PRIVACY

 

  • Confidential Information. Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Confidential Information shall not include information which (i) becomes a part of the public domain through no act or omission of recipient; (ii) was in recipient’s lawful possession prior to the disclosure by discloser and had not been subject to limitations on disclosure or use, as shown by recipient’s files existing at the time of disclosure; (iii) is independently developed by recipient’s employees or independent contractors who have not had access to the Confidential Information; or (iv) is lawfully disclosed hereafter to recipient, without restriction, by a third party who did not acquire the information directly or indirectly from discloser.

 

  • Customer and SalesRight agree that the Confidential Information provided by SalesRight shall be used by Customer solely to receive services set forth in this Agreement and for no other purpose. Notwithstanding the foregoing, the recipient may disclose Confidential Information of the discloser to the extent it is required by a valid order of a court or other governmental body having jurisdiction, provided that the recipient provides the discloser with reasonable prior written notice and makes a reasonable effort to obtain, or to assist the discloser in obtaining, a protective order.

 

  • Data Security and Privacy. SalesRight handles personal information
  • in accordance with the data practices set out in the SalesRight Privacy Policy located at https://www.iubenda.com/privacy-policy/76722122. SalesRight acknowledges and agrees that it shall be responsible for establishing and maintaining an information security program that is designed to: (a) ensure the security and confidentiality of Customer Data, including, without limitation, implementing and maintaining backup, security and business continuity measures and other technical and organizational measures; (b) protect against any anticipated threats or hazards to the security or integrity of Customer Data; (c) protect against unauthorized access, accidental, or unlawful alteration, loss or destruction of or use of Customer Data; and (d) ensure the proper disposal of Customer Data. Customer shall be and remain the sole and exclusive property of Customer.

 

  1. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 

  • SalesRight owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights, together “Intellectual Property Rights”), in and to SalesRight’s trademarks and branding, materials and the SalesRight including any and all modifications, derivatives, improvements and enhancements to the same. Customer acknowledges and agrees that it has no right, license or authorization with respect to any of the technology underlying the SalesRight Service (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement. All other rights in and to the SalesRight Service and SalesRight are expressly reserved by SalesRight and its licensors.
  • SalesRight may freely use any suggestions, feedback or ideas Customer may provide. By providing any feedback to SalesRight, Customer grants SalesRight a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free, license to use the feedback that Customer provides. SalesRight may put Customer’s provided feedback in various uses that may include but not limited to modifying and improving the SalesRight Service, SalesRight’s other current and future services/products, services advertising or marketing materials.

 

  • Customer Data. Customer shall own all Customer Data. Customer hereby grants SalesRight a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to process and handle Customer Data to: (i) provide the SalesRight Services or any Professional Services set out in this Agreement and applicable SOW; and (ii) generate Anonymous Service Data and Learned Elements (as defined in Section 5 below).

 

  • Work Product. So long as all Fees owing to SalesRight under this Agreement have been paid in full, Customer shall own the Work Product.

 

  • Services Data and Machine Learning. SalesRight shall be the owner of aggregated and anonymized data and statistical analytics in respect to use of the SalesRight Service (“Anonymous Service Data”), as well as machine learning models, algorithms, learned elements, biases, attributes and attribute transformations created from inputs, selections, actions, training and interactions in relation to use of the SalesRight Service (“Learned Elements”). SalesRight shall own all right, title and interest in and to the Anonymous Service Data and Learned Elements, including all intellectual property rights in the Anonymous Service Data and Learned Elements, and you hereby assign, transfer and convey to SalesRight any ownership interest you may have in any Anonymous Service Data and Learned Elements.

 

  1. TERM AND TERMINATION

 

  • Agreement Term. This Agreement shall commence on either: (i) Customer signing up for a subscription on the Website; or (ii) the execution of the Order Form referencing this Agreement. The Agreement and will continue in full force and effect until the expiration or termination of all such Order Forms, unless otherwise terminated earlier as provided herein.

 

  • Service Term. Unless otherwise agreed in an Order Form, the subscription Term of the SalesRight Service is an annual term which auto-renews unless or until terminated by a party giving at least 30 days’ written notice of termination. If an initial term is specified in the Order Form, then the initial term shall automatically renew, upon expiration, for additional renewal periods equal in length to the initial term unless either Party at least 30 days’ notice of its intent not to renew. The initial term and any renewal period shall be the “Term”.

 

  • Either Party (the “Terminating Party”) may terminate this Agreement by written notice to the other Party (the “Defaulting Party”) of any material breach by the Defaulting Party of any material provision of this Agreement and if the Defaulting Party does not cure such breach to the reasonable satisfaction of the Terminating Party within thirty (30) days from the date of its receipt of such written notice, this Agreement shall be terminated effective as of such date without any further action required on the part of the Terminating Party. In addition, either party may terminate this Agreement by giving a written notice to the other party if the other Party applies for or consents to the appointment of a receiver, trustee, or liquidator for substantially all of its assets or such a receiver, trustee, or liquidator is appointed or such Party has filed against it an involuntary petition of bankruptcy that has not been dismissed within sixty (60) days thereof, or files a voluntary petition of bankruptcy, or files a petition or answer seeking reorganization and such matter has not been completed within sixty (60) days thereof, or an arrangement with creditors and such matter has not been completed within sixty (60) days thereof, or seeks to take advantage of any other law relating to relief of debtors.

 

  • Effect of Termination. Upon termination or expiration of this Agreement, any non-perpetual licenses granted under this Agreement shall terminate.

 

  • SalesRight may suspend Customer’s access and use of the SalesRight Services immediately, with notice to Customer following promptly thereafter, if, and so long as, in SalesRight sole judgment, there is a security or legal risk created by Customer that may interfere with the proper continued provision of the SalesRight Services or the operation of SalesRight’s network or systems. SalesRight may impose an additional charge to reinstate service following such suspension.

 

  • Retrieval of Customer Data. SalesRight will have no obligation to maintain or provide any Customer Data following termination of this Agreement and will thereafter, unless legally prohibited, delete all Customer Data; provided however, SalesRight will not be required to remove copies of Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases SalesRight will continue to protect the Customer Data in accordance with this Agreement.

 

  • The provisions of Sections 1, 3, 4, 5, 6.7, 7.2, 8, 9, and 10 shall survive the termination of this Agreement for any reason; provided, however, that termination for material breach pursuant to Section 6.3 above shall, as of the effective date of the termination, relieve the Terminating Party from any and all obligations of continued performance under this Agreement.

 

  1. WARRANTY AND DISCLAIMER

 

  • SalesRight Warranty. SalesRight represents, warrants and covenants to Customer that during the Term: (a) it has the full power and authority to license the rights to Customer contemplated hereunder on the terms and conditions in this Agreement; and (b) the SalesRight Service shall perform in all material respects with the specifications in the Order Form and Documentation.

 

  • SalesRight makes no representations, warranties or conditions, express, statutory or implied, with respect to the SalesRight Service or any Deliverables or Professional Services to be provided by SalesRight hereunder. SalesRight expressly disclaims all other representations, warranties or conditions, including without limitation any implied or statutory warranties or conditions of merchantability, title, non-infringement or fitness for a particular purpose. SalesRight does not warrant that the SalesRight Service and will meet the Customer’s requirements or that they will function uninterrupted, error free or that all defects in the SalesRight Service will be corrected. The Customer acknowledges that it has or will have independently determined that the SalesRight Service will meet its business requirements and that it has not relied on any representation by SalesRight as to the suitability of any item for any particular purpose. SalesRight does not represent or warrant that the SalesRight Service will be capable of achieving any particular result or results in the Customer’s business or operations. The SalesRight Service and Professional Services are provided and licensed on an “as is” basis without warranty or representation of any kind.

 

  1. INDEMNITY

 

  • Customer shall defend SalesRight and its directors, officers and employees (collectively the “Indemnified Parties”) from and against any actions, suits, or proceedings brought against the Indemnified Parties by a third party to the extent arising as a result of: (i) any representations, warranties or other commitments (including any breach thereof) made by Customer to any third party (in respect of that party’s services or technology); or (ii) violation of any law or regulation by the Indemnifying Party (including, without limitation, any privacy or personal information protection law or regulation) (collectively any actions, suits, or proceedings falling within (i) or (ii) hereinafter referred to as a “Claim”) and shall indemnify and hold the Indemnified Parties harmless from and against any damages or costs (including reasonable attorneys’ fees) awarded in to such third party against the Indemnified Parties by a court of competent jurisdiction in respect to any such Claim, subject to the conditions that the Indemnified Parties: (a) promptly give written notice of each Claim to Customer; (b) give the Customer sole control of the defense and settlement of each Claim (provided that the Indemnifying Party may not settle or defend any Claim unless it unconditionally releases the Indemnified Parties of all liability); and (c) provide to the Customer, at the Indemnifying Party’s cost, all reasonable assistance and co-operation in respect to each Claim.

 

  • SalesRight Intellectual Property Indemnification. SalesRight shall defend Customer, its directors, officers and employees (collectively the “IP Indemnified Parties”) from and against any actions, suits, or proceedings brought against the IP Indemnified Party by a third party alleging that the SalesRight Service software infringes or misappropriates the intellectual property rights of such third party (an “IP Claim”) and shall indemnify and hold the IP Indemnified Parties harmless from and against any damages or costs (including reasonable attorneys’ fees) awarded to such third party against the IP Indemnified Parties by a court of competent jurisdiction in respect to any such IP Claim, subject to the conditions that the IP Indemnified Parties: (i) promptly give written notice of each IP Claim to SalesRight; (ii) give SalesRight sole control of the defense and settlement of each IP Claim; and (iii) provide to SalesRight all reasonable assistance and co-operation in respect to each IP Claim.

 

  • If (i) SalesRight becomes aware of an actual or potential IP Claim, or (ii) provides Customer with notice of an actual or potential IP Claim, SalesRight may, at its sole option and determination: (a) procure the necessary rights to continue to offer the SalesRight Service; or (b) replace or modify the affected portion of the SalesRight Service software with equivalent or better functionality so that use of the SalesRight Service is no longer infringing or misappropriating; or (c) if (a) or (b) are not commercially reasonable, terminate this Agreement and refund Customer and any pre-paid unused Fees.

 

  • The indemnity in Section 8.2 does not include any IP Claim made against the IP Indemnified Parties as a result of the use of the SalesRight Software outside the scope of the rights or as a result of any unauthorized modification or breach of the license terms of this Agreement.

 

  1. LIMITATION OF LIABILITY

 

  • Cap on Direct Damages. Notwithstanding anything to the contrary contained in this Agreement, any Order Form, SOW, or other exhibits and attachments, SalesRight’s total liability for any and all damages may not exceed the Fees paid by Customer for the twelve (12) month period preceding the action or event giving rise to the liability.

 

  • Exclusion of Certain Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SALESRIGHT AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER) THAT THE CUSTOMER MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SALESRIHT SERVICE OR PROFESSIONAL SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. GENERAL PROVISIONS

 

  • Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

 

  • Force Majeure. If either SalesRight or Customer is unable to perform any of its obligations in this contract by reason of fire or other casualty, strike, order of a public authority, Act of God, or other cause beyond the reasonable control of such Party, then such Party shall be excused from such performance of the contract for the duration of such cause.

 

  • Governing Law. This Agreement, and all rights and obligations arising out of the parties’ relationship hereunder, including but not limited to matters of construction, validity, and performance, shall be governed by, and be interpreted under, the laws of the Province of Ontario without giving effect to its conflict of law principles, and the courts of Ontario shall have exclusive jurisdiction in the event of any dispute or litigation between the parties arising out of the terms of this Agreement (except for injunctive relief which may be sought by SalesRight in any jurisdiction). Court orders and judgments may be enforced in other jurisdictions as required. In the event Customer breaches, or threatens to breach this Agreement, SalesRight may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling SalesRight from any other relief in either law or equity.

 

  • Expenses and Legal Fees. In the event of breach of this Agreement by Customer, SalesRight shall be entitled to reimbursement of all of its costs and expenses incurred in connection therewith, including, without limitation, reasonable legal fees on a full indemnity basis.

 

  • Waiver and Severability. Neither this Agreement nor any terms hereof may be modified, amended, waived, or terminated except by an instrument in writing signed by the Party against whom enforcement thereof is sought. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement without affecting any remaining terms hereof.

 

  • Entire Agreement. This Agreement (including any executed Order Form(s)), Privacy Policy and any other documents referenced herein or in any executed Order Form) embodies the entire Agreement and understanding between the Parties hereto and supersedes all prior agreements and understanding relating to the subject matter hereof. Neither Party has entered into this Agreement in reliance upon any representation, warranty, condition or undertaking of the other Party that is not set out or referred to in this Agreement.

 

  • This Agreement may not be assigned or transferred by either Party without the prior written consent of the other party. Notwithstanding the foregoing, SalesRight may freely assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment shall not require the consent of Customer. Subject to the foregoing limits on assignment, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

 

  • No Third-party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

  • Except as may otherwise be provided for in this Agreement, all notices, requests, consents, claims, demands, waivers and other communications under the Agreement other than routine operational communications will be in writing through: (i) hand delivery; (ii) express overnight courier with a reliable system for tracking delivery; (iii) electronic mail transmission or (iv) confirmed facsimile to the addresses of the Parties indicated on the Order Form or to such other address as a party may specify by notice and shall be deemed to have been received, if delivered, on the date of delivery if it is a Business Day and otherwise on the next succeeding Business Day and if by courier or facsimile, upon delivery by overnight delivery services (with confirmation of delivery) or upon confirmation of successful transmission via a facsimile machine.

 

  • Jurisdictional Matters. The SalesRight Service is controlled, operated and administered by SalesRight (or its licensees) from its offices within Canada and is not intended to subject SalesRight to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the SalesRight Service do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. Customer may be subject to export controls and is responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the Customer. Without limiting the foregoing, SalesRight may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

 

  • The headings of the Sections of this Agreement have been included for the convenience of the parties and are not part of the Agreement, nor are the headings to be used to alter or interpret the terms hereof.

 

  • It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.